Common use of Assumed and Retained Liabilities Clause in Contracts

Assumed and Retained Liabilities. Buyer shall Indemnify Seller from and against any and all Claims that Seller incurs by reason of any obligation or liability assumed by Buyer pursuant to this Agreement, including, without limitation (A) Employee Liabilities assumed by Buyer, (B) the Assumed Contracts, (C) the Hotel Payables, (D) Reservations and (E) the Leases. Seller shall Indemnify Buyer from and against any and all Claims that Buyer incurs by reason of any obligation or liability retained by Seller pursuant to this Agreement, including, without limitation (i) Employee Liabilities retained by Seller and (ii) Disputed Payables. 12.2

Assumed and Retained Liabilities. Buyer shall Indemnify assume all liability and obligations under, and Buyer shall hold harmless, indemnify and defend and protect Seller from and against any and all Claims that claims, liability and losses, and expenses related thereto (including reasonable attorneys’ fees) (collectively, “Claims”), which Seller incurs by reason of any obligation or liability (i) connected with the ownership or operation of the Hotel and relating to the period after Closing, except to the extent that Seller has expressly retained such liability or obligation pursuant to this Agreement or (ii) which is assumed by Buyer pursuant to this Agreement, including, without limitation (A) all Employee Liabilities assumed by BuyerBuyer pursuant to Section 12.2 below, (B) the Assumed Contracts, Contracts (C) including the Hotel Payables, (D) Reservations and (E) the Leases. Seller shall Indemnify Buyer from and against any and all Claims that Buyer incurs by reason of any obligation or liability retained by Seller pursuant to this Management Agreement, including, without limitation (i) Employee Liabilities retained by Seller and (ii) Disputed Payables. 12.2),

Assumed and Retained Liabilities. Buyer shall Indemnify Seller from and against any and all Claims that Seller incurs by reason of any obligation or liability assumed by Buyer pursuant to this Agreement, including, without limitation (A) Employee Liabilities assumed by Buyer, (B) the Assumed Contracts, (C) the Hotel Payables, (D) Reservations and (E) the Leases. Seller shall Indemnify Buyer from and against any and all Claims that Buyer incurs by reason of any obligation or liability retained by Seller pursuant to this Agreement, including, without limitation (i) Employee Liabilities retained by Seller and (ii) Disputed Payables. 12.2.