Common use of Assumption of Liability Clause in Contracts

Assumption of Liability. By accepting the Deed and closing the Transaction, Buyer shall take responsibility and liability for the following: (a) any and all Liabilities attributable to the Property to the extent that the same arise or accrue on or after the Closing and are attributable to events or circumstances which arise or occur on or after the Closing; and (b) any and all Liabilities with respect to the structural, physical or environmental condition of the Property, whether such Liabilities are latent or patent, whether the same arise or accrue before, on or after the Closing, and whether the same are attributable to events or circumstances which may arise or occur before, on or after the Closing, including, without limitation, all Environmental Liabilities; and (c) any and all Liabilities that arose or accrued prior to the Closing or are attributable to events which arose or occurred prior to the Closing, but only if Buyer is deemed to know about the same on or before the Closing; and (d) any and all Liabilities with respect to which Buyer receives a credit at Closing, but only to the extent of such credit. Buyer acknowledges and agrees that the Liabilities to be assumed by Buyer pursuant to each of the foregoing clauses are intended to be independent of one another, so Buyer shall assume Liabilities described in each of the clauses even though some of those Liabilities may be read to be excluded by another clause. Notwithstanding anything contained in this Agreement to the contrary, from and after the Closing Date, Seller shall retain and Buyer shall not be deemed to, assume, be liable or responsible for, release Seller or take subject to any liabilities arising out of the following (collectively, the “Excluded Liabilities”): (i) any claim, demand, liability, loss or damage for personal injury to or property damage suffered by a person which injury or damage occurred prior to the Closing Date and is based on any event which occurred at the Property during the period of Seller’s fee ownership of the Property (except all liabilities with respect to the physical or environmental condition of the Property (regardless of whether such condition existed prior to the Closing Date)), (ii) liabilities for the period prior to the Closing Date relating to the employees at the Property, except to the extent Buyer receives a credit therefore at the closing of the Transaction and (iii) income or franchise taxes of Seller or its operating tenant or any sales and use or other taxes applicable to the operation of the Property for the period prior to the Closing Date, except to the extent Buyer receives a credit therefor.

Assumption of Liability. By accepting the Deed and closing the TransactionExcept as expressly provided herein, Buyer shall take responsibility and liability not assume, nor in any way be liable or responsible for the following: any claims, lawsuits, liabilities, obligations or debts of Seller, including without limitation (ai) any and all Liabilities attributable to the Property to the extent that the same arise or accrue on or after the Closing and are attributable to events or circumstances which arise or occur on or after the Closing; and (b) any and all Liabilities with respect to the structural, physical or environmental condition malpractice claims asserted by patients of the PropertyFacility or any other tort claims asserted against Seller, whether such Liabilities claims for breach of contract, or any claims of any kind asserted by patients, former patients, employees of Seller or any other party that are latent based on acts or patent, whether the same arise or accrue before, on or after the Closing, and whether the same are attributable to events or circumstances which may arise or occur before, on or after the Closing, including, without limitation, all Environmental Liabilities; and (c) any and all Liabilities that arose or accrued prior to the Closing or are attributable to events which arose or occurred prior to the Closing, but only if Buyer is deemed to know about the same omissions occurring on or before the Closing; and (d) any and all Liabilities with respect to which Buyer receives a credit at Closing, but only to the extent of such credit. Buyer acknowledges and agrees that the Liabilities to be assumed by Buyer pursuant to each of the foregoing clauses are intended to be independent of one another, so Buyer shall assume Liabilities described in each of the clauses even though some of those Liabilities may be read to be excluded by another clause. Notwithstanding anything contained in this Agreement to the contrary, from and after the Closing Date, Seller shall retain and Buyer shall not be deemed to, assume, be liable or responsible for, release Seller or take subject to any liabilities arising out of the following (collectively, the “Excluded Liabilities”): (i) any claim, demand, liability, loss or damage for personal injury to or property damage suffered by a person which injury or damage occurred prior to the Closing Date and is based on any event which occurred at the Property during the period of Seller’s fee ownership of the Property (except all liabilities with respect to the physical or environmental condition of the Property (regardless of whether such condition existed prior to the Closing Date)), ; (ii) liabilities for the period prior amounts due or that may become due to the Closing Date relating to the employees at the Property, except to the extent Buyer receives a credit therefore at the closing of the Transaction and (iii) income or franchise taxes of Seller or its operating tenant Medicaid and/or Medicare or any sales and use other health care reimbursement or payment intermediary on account of health care reimbursement cost report adjustments or other taxes applicable payment adjustments attributable to the operation of the Property for the any period prior to the Closing Date; (iii) any form of Medicaid and/or Medicare or other health care reimbursement recapture, except adjustment or overpayment whatsoever with respect to any period prior to the extent Closing Date; and (iv) any accounts payable, employment or other taxes, and any other obligation or liability of Seller to pay money whatsoever. Notwithstanding the provisions of the immediately preceding paragraph, on the Closing Date, contingent upon the consummation of the transactions contemplated hereby, Buyer receives a credit thereforshall assume and thereafter in due course fully satisfy those obligations arising under the Designated Contracts (defined herein) specified pursuant to Paragraph 1.4 below and assigned by Seller to Buyer, with respect to, and only with respect to, performance and payments owed that become due thereunder subsequent to the Closing Date. Liabilities and obligations under such Designated Contracts that have accrued, or the performance of which is due, on or prior to the Closing Date, and all liabilities and obligations under all other Contracts shall remain the sole responsibility of Seller.

Assumption of Liability. By accepting the Deed and closing the Transaction, Buyer shall thereby assume and take responsibility and liability for the following: (a) any and all Liabilities attributable to the Property to the extent that the same arise or accrue on or after the Closing and are attributable to events or circumstances which arise or occur on or after the Closing; and (b) any and all Liabilities with respect to the structural, physical or environmental condition of the Property, whether such Liabilities are latent or patent, whether the same arise or accrue before, on or after the Closing, and whether the same are attributable to events or circumstances which may arise or occur before, on or after the Closing, including, without limitation, all Environmental Liabilities; and (c) any and all Liabilities that arose or accrued prior to the Closing or are attributable to events which arose or occurred prior to the Closing, but only if Buyer is deemed to know about the same on or before the Closing; and (d) any and all Liabilities with respect to which Buyer receives a credit at Closing, but only to the extent of such credit. Buyer acknowledges and agrees that the Liabilities to be assumed by Buyer pursuant to each of the foregoing clauses are intended to be independent of one another, so Buyer shall assume Liabilities described in each of the clauses even though some of those Liabilities may be read to be excluded by another clause. Notwithstanding anything contained in this Agreement the foregoing, any tort claims brought with respect to the contraryProperty, from and after to the Closing Date, Seller shall retain and Buyer shall not be deemed to, assume, be liable extent that the same arises or responsible for, release Seller accrues as a result of any injury that arose or take subject to any liabilities arising out of the following (collectively, the “Excluded Liabilities”): (i) any claim, demand, liability, loss or damage for personal injury to or property damage suffered by a person which injury or damage occurred prior to the Closing Date and is based on Closing, shall not be assumed by Buyer as a result of clause (b) or clause (c) unless the same are caused by the acts or omissions of any event which occurred at the Property during the period of SellerBuyer’s fee ownership of the Property (except all liabilities with respect to the physical or environmental condition of the Property (regardless of whether such condition existed prior to the Closing Date)), (ii) liabilities for the period prior to the Closing Date relating to the employees at the Property, except to the extent Buyer receives a credit therefore at the closing of the Transaction and (iii) income or franchise taxes of Seller or its operating tenant or any sales and use or other taxes applicable to the operation of the Property for the period prior to the Closing Date, except to the extent Buyer receives a credit thereforRepresentatives.

Assumption of Liability. By accepting the Deed and closing the Transaction, Buyer shall thereby assume and take responsibility and liability for the following: (a) any and all Liabilities attributable to the Phase I Property or Phase IB Property, as applicable, to the extent that the same arise or accrue on or after the applicable Closing and are attributable to events or circumstances which arise or occur on or after the applicable Closing; and (b) any and all Liabilities with respect to the structural, physical or environmental condition of the Phase I Property or Phase IB Property, as applicable, whether such Liabilities are latent or patent, whether the same arise or accrue before, on or after the applicable Closing, and whether the same are attributable to events or circumstances which may arise or occur before, on or after the applicable Closing, including, without limitation, all Environmental Liabilities; and (c) any and all Liabilities that arose or accrued prior to the applicable Closing or are attributable to events which arose or occurred prior to the applicable Closing, but only if Buyer is deemed to know about the same on or before the Closingapplicable Closing (excluding Liability to the extent the same arise or accrue as a result of any tort claims); and (d) Intentionally Deleted; and (e) any and all Liabilities with respect to which Buyer receives a credit at the applicable Closing, but only to the extent of such credit. Buyer acknowledges and agrees that the Liabilities to be assumed by Buyer pursuant to each of the foregoing clauses are intended to be independent of one another, so Buyer shall assume Liabilities described in each of the clauses even though some of those Liabilities may be read to be excluded by another clause. Notwithstanding anything contained With respect to those specific Liabilities in this Agreement to the contrarysubsection (c) above that Buyer does not assume and take responsibility and liability for, from and after the Closing Date, Seller shall retain and Buyer shall not be deemed to, assume, be liable or responsible for, release permitted to join Seller or take subject to in any liabilities arising out of the following (collectively, the “Excluded Liabilities”): (i) any claim, demand, liability, loss or damage for personal injury to or property damage suffered by a person which injury or damage occurred prior to the Closing Date and is based on any event which occurred at the Property during the period of Seller’s fee ownership of the Property (except all liabilities with respect to the physical or environmental condition of the Property (regardless of whether such condition existed prior to the Closing Date)), (ii) liabilities for the period prior to the Closing Date relating to the employees at the Property, except to the extent lawsuit filed against Buyer receives a credit therefore at the closing of the Transaction and (iii) income or franchise taxes of Seller or its operating tenant or any sales and use or other taxes applicable to the operation of the Property for the period prior to the Closing Date, except to the extent Buyer receives a credit thereforrelated thereto.

Assumption of Liability. By accepting the Deed Ground Lease Assignment Agreement and closing the Transaction, Buyer shall thereby and thereafter assume and take responsibility and liability for the following: (ai) any and all Liabilities attributable to the Property to the extent that the same such Liabilities arise or accrue with respect to events occurring on or after the Closing Date, including, without limitation (A) under the Bookings, Contracts, the New Franchise Agreement, the Key Money Repayment Obligation, the New Management Agreement and are attributable to Ground Lease Documents, and (B) any Employee Liabilities and Employee Services Liabilities other than any Employee Liabilities or Employee Services Liabilities that accrued during the period of Seller’s ownership of the Property except if Buyer receives a credit for any such Employee Liabilities or Employee Service Liabilities; (ii) any and all Liabilities for third party tort claims arising out of events or circumstances which arise or that occur on or after the ClosingClosing Date; and (biii) any and all Liabilities with respect to the structural, physical or environmental condition of the Property, whether such Liabilities are latent or patent, whether the same arise or accrue before, on or after the Closing, and whether the same are attributable to events or circumstances which may arise or occur before, on or after the Closing, including, without limitation, including all Environmental LiabilitiesLiabilities and violations of any Law and any and all judgments, fines, penalties and other costs and liabilities related thereto (excluding Liabilities for third party tort claims that occur prior to the Closing during Seller’s ownership of the Property; provided that this exclusion shall not limit the scope of the release of Seller and the Seller Release Parties as set forth in Section 4.4(b)); (civ) any and all Liabilities that arose or accrued prior related to the Closing or are attributable to events which arose or occurred prior to the Closing, but only if Buyer is deemed to know about the same on or before the ClosingRepair Work; and (dv) any and all Liabilities with respect to which Buyer receives a credit at Closing, but only to including any Employee Liabilities or Employee Service Liabilities (collectively, the extent of such credit“Assumed Liabilities”). Buyer acknowledges and agrees that the Liabilities to be assumed by Buyer pursuant to each of the foregoing clauses are intended to be independent of one another, so Buyer shall assume Liabilities described in each of the clauses even though some of those Liabilities may be read to be excluded by another clause. Notwithstanding anything contained in this Agreement Buyer hereby agrees to indemnify, defend and hold harmless Seller and the Seller Indemnified Parties from and against any and all of the Assumed Liabilities. Seller shall continue to have responsibility and liability for the Retained Liabilities and agrees to indemnify, defend and hold harmless Buyer from and against any and all of the Retained Liabilities; provided that the liability of Seller pursuant to the contrary, from and after the Closing Date, Seller shall retain and Buyer foregoing indemnity shall not be deemed to, assume, be liable or responsible for, release Seller or take subject to any liabilities arising out the Survival Period or the Cap Amount. The provisions of the following (collectively, the “Excluded Liabilities”): (ithis Section 4.4(c) any claim, demand, liability, loss or damage for personal injury to or property damage suffered by a person which injury or damage occurred prior to shall survive the Closing Date (and is based on any event which occurred at not be merged into the Property during the period of Seller’s fee ownership of the Property (except all liabilities with respect to the physical or environmental condition of the Property (regardless of whether such condition existed prior to the Closing DateGround Lease Assignment Agreement)), (ii) liabilities for the period prior to the Closing Date relating to the employees at the Property, except to the extent Buyer receives a credit therefore at the closing of the Transaction and (iii) income or franchise taxes of Seller or its operating tenant or any sales and use or other taxes applicable to the operation of the Property for the period prior to the Closing Date, except to the extent Buyer receives a credit therefor.

Assumption of Liability. By accepting the Deed and closing the Transaction, Buyer shall thereby assume and take responsibility and liability for (but does not agree to indemnify the Seller Parties against) the following: (a) any and all Liabilities attributable to the Property to the extent that the same arise or accrue on or after the Closing and are attributable to events or circumstances which arise or occur on or after the Closing; and (b) except as set forth in the final sentence of this Section 4.2.3, any and all Liabilities with respect to the structural, physical or environmental condition of the Property, whether such Liabilities are latent or patent, whether the same arise or accrue before, on or after the Closing, and whether the same are attributable to events or circumstances which may arise or occur before, on or after the Closing, including, without limitation, all Environmental Liabilities; and (c) except as set forth in the final sentence of this Section 4.2.3, any and all Liabilities that arose or accrued prior to the Closing or are attributable to events which arose or occurred prior to the Closing, but only if Buyer is deemed to know about the same on or before the Closing; and (d) any and all Liabilities with respect to which Buyer receives a credit at Closing, but only to the extent of such credit. Buyer acknowledges and agrees that the Liabilities to be assumed by Buyer pursuant to each of the foregoing clauses are intended to be independent of one another, so Buyer shall assume Liabilities described in each of the clauses even though some of those Liabilities may be read to be excluded by another clause. Notwithstanding anything contained in this Agreement the foregoing, any tort claims brought with respect to the contraryProperty, from and after to the Closing Date, Seller shall retain and Buyer shall not be deemed to, assume, be liable extent that the same arises or responsible for, release Seller accrues as a result of an injury that arose or take subject to any liabilities arising out of the following (collectively, the “Excluded Liabilities”): (i) any claim, demand, liability, loss or damage for personal injury to or property damage suffered by a person which injury or damage occurred prior to the Closing Date and is based on Closing, shall not be assumed by Buyer as a result of clause (b) or clause (c) unless the same are caused by the acts or omissions of any event which occurred at the Property during the period of SellerBuyer’s fee ownership of the Property (except all liabilities with respect to the physical or environmental condition of the Property (regardless of whether such condition existed prior to the Closing Date)), (ii) liabilities for the period prior to the Closing Date relating to the employees at the Property, except to the extent Buyer receives a credit therefore at the closing of the Transaction and (iii) income or franchise taxes of Seller or its operating tenant or any sales and use or other taxes applicable to the operation of the Property for the period prior to the Closing Date, except to the extent Buyer receives a credit thereforRepresentatives.

Assumption of Liability. By accepting the Deed and closing the Transaction, as between the Seller Parties and Buyer (but without limiting any rights of Buyer as against the Tenant or any third parties), Buyer shall thereby assume and take responsibility and liability for the following: (a) any and all Liabilities attributable to the Property to the extent that the same arise or accrue on or after the Closing and are attributable to events or circumstances which arise or occur on or after the Closing; and (b) any and all Liabilities with respect to the structural, physical or environmental condition of the Property, whether such Liabilities are latent or patent, whether the same arise or accrue before, on or after the Closing, and whether the same are attributable to events or circumstances which may arise or occur before, on or after the Closing, including, without limitation, all Environmental Liabilities; and (c) any and all Liabilities that arose or accrued prior to the Closing or are attributable to events which arose or occurred prior to the Closing, but only if Buyer is deemed to know about the same on or before the Closing; and (d) any and all Liabilities to the extent that the same arise or accrue as a result of any tort claims in connection with any injury that arose or occurred prior to Closing, but only if Buyer has the right to seek recovery from any tenants or previous tenants of the Property with respect to such tort claims; and (e) any and all Liabilities with respect to which Buyer receives a credit at Closing, but only to the extent of such credit. Buyer acknowledges and agrees that the Liabilities to be assumed by Buyer pursuant to each of the foregoing clauses are intended to be independent of one another, so Buyer shall assume Liabilities described in each of the clauses even though some of those Liabilities may be read to be excluded by another clause. Notwithstanding anything contained in this Agreement to the contraryforegoing, from (1) the foregoing release and after the Closing Date, Seller shall retain waiver is not intended and Buyer shall not be deemed to, assume, be liable construed as affecting or responsible for, release impairing any rights or remedies that Buyer may have against Seller or take subject with respect to any liabilities arising out of the following (collectively, the “Excluded Liabilities”): (i) a breach of any claimof Seller’s Warranties, demand(ii) any of the obligations of Seller under this Agreement or the Closing Documents that expressly survive the Closing, liabilityor (iii) any acts constituting fraud by Seller, loss and (2) any tort claims brought with respect to the Property, to the extent that the same arise or damage for personal injury to or property damage suffered by accrue as a person which injury or damage result of events that occurred prior to the Closing Date and is based on any event which occurred at the Property during the period Closing, shall not be assumed by Buyer as a result of Seller’s fee ownership of the Property clause (except all liabilities with respect to the physical b) or environmental condition of the Property clause (regardless of whether such condition existed prior to the Closing Date)), (iic) liabilities for the period prior to the Closing Date relating to the employees at the Property, except to the extent Buyer receives a credit therefore at the closing same are caused by the acts or omissions of the Transaction and (iii) income or franchise taxes of Seller or its operating tenant or any sales and use or other taxes applicable to the operation of the Property for the period prior to the Closing Date, except to the extent Buyer receives a credit thereforBuyer’s Representatives.

Assumption of Liability. By accepting the Deed and closing the TransactionExcept as expressly provided herein including, but not limited to Section 2.2 herein, Buyer shall take responsibility and liability not assume, nor in any way be liable or responsible for the following: any claims, lawsuits, liabilities, obligations or debts of Sellers, including without limitation (ai) any and all Liabilities attributable to the Property to the extent that the same arise or accrue on or after the Closing and are attributable to events or circumstances which arise or occur on or after the Closing; and (b) any and all Liabilities with respect to the structural, physical or environmental condition malpractice claims asserted by patients of the PropertyTherapy Business or any other tort claims asserted against Sellers, whether such Liabilities claims for breach of contract, or any claims of any kind asserted by patients, former patients, employees of Sellers or any other party that are latent based on acts or patent, whether the same arise or accrue before, on or after the Closing, and whether the same are attributable to events or circumstances which may arise or occur before, on or after the Closing, including, without limitation, all Environmental Liabilities; and (c) any and all Liabilities that arose or accrued prior to the Closing or are attributable to events which arose or occurred prior to the Closing, but only if Buyer is deemed to know about the same omissions occurring on or before the Closing; and (d) any and all Liabilities with respect to which Buyer receives a credit at Closing, but only to the extent of such credit. Buyer acknowledges and agrees that the Liabilities to be assumed by Buyer pursuant to each of the foregoing clauses are intended to be independent of one another, so Buyer shall assume Liabilities described in each of the clauses even though some of those Liabilities may be read to be excluded by another clause. Notwithstanding anything contained in this Agreement to the contrary, from and after the Closing Date, Seller shall retain and Buyer shall not be deemed to, assume, be liable or responsible for, release Seller or take subject to any liabilities arising out of the following (collectively, the “Excluded Liabilities”): (i) any claim, demand, liability, loss or damage for personal injury to or property damage suffered by a person which injury or damage occurred prior to the Closing Date and is based on any event which occurred at the Property during the period of Seller’s fee ownership of the Property (except all liabilities with respect to the physical or environmental condition of the Property (regardless of whether such condition existed prior to the Closing Date)), ; (ii) liabilities for the period prior amounts due or that may become due to the Closing Date relating to the employees at the Property, except to the extent Buyer receives a credit therefore at the closing of the Transaction and (iii) income or franchise taxes of Seller or its operating tenant Medicaid and/or Medicare or any sales and use other health care reimbursement or payment intermediary on account of health care reimbursement cost report adjustments or other taxes applicable payment adjustments attributable to the operation of the Property for the any period prior to the Closing Date; (iii) any form of Medicaid and/or Medicare or other health care reimbursement recapture, except adjustment or overpayment whatsoever with respect to any period prior to the extent Closing Date; and (iv) any accounts payable, employment or other taxes, and any other obligation or liability of Sellers to pay money whatsoever. Notwithstanding the provisions of the immediately preceding section, on the Closing Date, contingent upon the consummation of the transactions contemplated hereby, Buyer receives a credit thereforshall assume and thereafter in due course fully satisfy those obligations arising under the Designated Contracts specified pursuant to Section 1.4 herein and assigned by Sellers to Buyer, with respect to, and only with respect to, performance and payments owed that become due thereunder subsequent to the Closing Date. Liabilities and obligations under such Designated Contracts that have accrued, or the performance of which is due, on or prior to the Closing Date, and all liabilities and obligations under all other Contracts shall remain the sole responsibility of Sellers.