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

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. a(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 SchedulesMaterials; 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(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, 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 disclosed in Schedule 4.3B Offering Book 5 or if not on Schedule 4.3B in Offering Book 5 which arises from acts, omissions, or occurrences that take place prior to the Cutoff Time, except for Litigation relating to Tenant Leases and Hotel Contracts, if any, assumed by Buyer.