Assumption of Liabilities; Retained Liabilities Sample Clauses

Assumption of Liabilities; Retained Liabilities. On the terms and subject to the conditions set forth in this Agreement, Buyer, at the Closing, will assume the Assumed Liabilities and the Transferred Liabilities. Nothing herein contained will be deemed to transfer or assign the Retained Liabilities to Buyer, and Seller will retain all Retained Liabilities.

Assumption of Liabilities; Retained Liabilities. (a) Purchaser shall assume at Closing all obligations arising from and after the Cut Off Time from any Contracts or Permits which Purchaser has elected to assume at Closing (“Assumed Liabilities”). (b) Subject to the terms of Section 10.4, Purchaser shall have no liability or obligation for the following (“Retained Liabilities”): (i) federal, state and local income, franchise, sales, payroll or other taxes (except for (x) real estate taxes, water and sewer charges, vault charges and assessments which shall be prorated as of the Cut Off Time with each party paying its respective share as provided herein and (y) sales and use taxes applicable to the sale of the FF&E, if any, except to the extent the payment thereof is Seller’s obligation pursuant to Section 9 below) of Seller or for which Seller is liable, including any interest and/or penalties thereon; (ii) any workers compensation claims arising prior to Closing and any other litigation described in Schedule 6.1(o), and (iii) and all obligations arising from any Contracts or Permits or other agreements or documents which the Purchaser has not expressly agreed in writing to assume at Closing.

Assumption of Liabilities; Retained Liabilities. (a) Upon the terms and subject to the conditions of this Agreement Purchaser shall assume, effective as of the Closing, and shall pay, perform and discharge when due, any and all obligations, liabilities and commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to become due (collectively, “Liabilities”): (i) related to or arising out of the ownership, use, sale, license or lease of the Transferred Assets by Purchaser from and after the Closing Date, including all Liabilities (A) related to or arising out of products liability Claims with respect to the Exploitation of any Product on or after the Closing Date or (B) related to or arising out of government seizures, filed corrections, withdrawals or recalls of Product sold on or after the Closing Date; (ii) concerning the use of any third party Intellectual Property (“IP Liabilities”), arising out of or related to any Exploitation of Product on or after the Closing Date; (iii) for Transfer Taxes and Apportioned Obligations allocated to Purchaser under Section 5.07; and (iv) related to or arising out of the matters set forth in Section 1.03(a)(iv) of the Seller Disclosure Schedules. The Liabilities referenced in clauses (i) through (iv) above are referred to, collectively, as the “Assumed Liabilities”.

Assumption of Liabilities; Retained Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at the Closing, the Purchaser shall assume and shall be solely and exclusively responsible for paying, performing and discharging when due all Liabilities of the Asset Sellers primarily resulting from or relating to the U.S. Business, the Canadian Business or the Mission Hill Business, whether arising before or after the Closing, except for any Retained Liabilities (collectively, the “Assumed Liabilities”). Without limiting the generality of the foregoing, the Assumed Liabilities shall include: (i) all Liabilities primarily relating to the U.S. Business, the Canadian Business or the Mission Hill Business, relating to or arising out of claims that have not been made, resolved or settled prior to the Closing including relating to either express warranties extended by the Asset Sellers prior to the Closing or warranties or obligations implied or provided by Law; (ii) all Liabilities with respect to claims of whatever nature seeking compensation or recovery for personal injury or property damage including resulting from defects or alleged defects in products sold by the U.S. Business, the Canadian Business or the Mission Hill Business either before, on or after the Closing; (iii) all Liabilities primarily incurred in the conduct of the U.S. Business, the Canadian Business or the Mission Hill Business under any Environmental Law; (iv) except to the extent specifically retained by the Sellers under Article VI of this Agreement or in Section 2.03(b)(vi), all Liabilities with respect to the Transferred Employees arising out of or relating to their employment with the Asset Sellers or the termination thereof, including, without limitation, wages or other compensation, vacation, medical, other health benefit and workers compensation claims; (v) all Liabilities of the Purchaser with respect to the U.S. Business, the Canadian Business or the Mission Hill Business pursuant to this Agreement and the Ancillary Agreements; (vi) all Liabilities with respect to claims by other Persons of infringement or other misappropriation of the Intellectual Property rights of such other Persons by the Asset Sellers primarily relating to the conduct of the U.S. Business, the Canadian Business or the Mission Hill Business prior to the Closing; and (vii) all Liabilities relating to or arising out of litigation, proceedings, actions, claims or investigations at Law or in equity pending against ...

Assumption of Liabilities; Retained Liabilities. (a) Except as otherwise provided in (b) from and after the Closing Date, Purchaser shall be responsible for all obligations and liabilities with respect to the Property or operation of the Sale Properties that first arise after the Closing Date (the “Assumed Liabilities”). (b) Purchaser shall have no liability or obligation for the following (“Retained Liabilities”): (i) federal, state and local income, franchise, or other taxes of Seller except to the extent such items are the responsibility of the Tenant under the Master Lease as in effect on the date hereof; (ii) any liability the existence of which would constitute a breach of any of Seller’s representations or warranties contained in Article V; and (iii) all liabilities of Seller under the Master Lease that arise prior to or on the Closing Date.

Assumption of Liabilities; Retained Liabilities a) Buyer shall assume at Closing and pay the following obligations ("ASSUMED LIABILITIES") arising from and after Closing: (i) Seller's obligations and liabilities with respect to the Property or operation of the Hotel (including obligations for commissions and similar charges in regard to Bookings) which are disclosed to Buyer in the Offering Schedules; and (ii) any liabilities or obligations relating to the Property or operation of the Hotel arising from acts, omissions, occurrences or matters that take place from and after the Cutoff Time. b) Buyer shall have no liability or obligation for the following ("RETAINED LIABILITIES"): (i) federal, state and local income, franchise, sales, payroll or other taxes (other than real estate taxes, water and sewer charges, vault charges and assessments, which shall be prorated as of the Cutoff Time) of Seller or for which Seller is liable, including (i) any interest and/or penalties thereon; (ii) any liability the existence of which would constitute a breach of any of Seller's representations or warranties contained in Section 3; and (iii) any liability or obligation of Seller related to the Litigation described in Schedule 4.3B or if not on Schedule 4.3B which arises from acts, omissions, or occurrences that take place prior to the Cutoff Time.

Assumption of Liabilities; Retained Liabilities. At the ----------------------------------------------- Effective Time, the Transferee does hereby assume the Assumed Liabilities of the Transferor existing as of the Effective Time and attributable or related to the New York Appointments, but does not assume any Retained Liabilities.

Assumption of Liabilities; Retained Liabilities. On and subject to the terms and conditions of this Agreement, Purchaser agrees to assume and become responsible for all Assumed Liabilities at the Closing. Purchaser will not assume or have any responsibility, however, with respect to any other Liability of Seller not included within the definition of Assumed Liabilities (the “Retained Liabilities”).

Assumption of Liabilities; Retained Liabilities. (a) Subject to the terms and conditions set forth herein, at the Closing and effective as of the Effective Time, Purchaser shall assume, and from and after the Closing shall pay, discharge and perform as and when due, the following liabilities and obligations of Seller, except in the case of item (i) to the extent such obligations, but for a breach or default by Seller or any of its Affiliates would have been paid, performed or otherwise discharged prior to the Cut-Off Time or to the extent the same arise out of any such breach or default: (i) all of the liabilities and obligations of Seller and its Affiliates to the Accountholders under the Credit Card Agreements, including those relating to the Charged-Off Accounts; (ii) any expenses or liabilities related to any of the Accounts or the ownership and use of the Acquired Assets, in each case, to the extent arising or accruing after the Cut-Off Time; and (iii) all liabilities, obligations, duties and responsibilities (express or implied) related to the Acquired Assets and Assumed Liabilities acquired and assumed by Purchaser pursuant to the terms of this Agreement, in each case, to the extent arising or accruing after the Cut-Off Time, (the liabilities and obligations referred to in (i) through (iii), collectively, the “Assumed Liabilities”). (b) Notwithstanding any provision in this Agreement to the contrary, Purchaser shall assume only the Assumed Liabilities. Seller shall retain all Retained Liabilities.