Common use of Assumption of Liabilities; Retained Liabilities Clause in Contracts

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.