Common use of Retention of Liabilities Clause in Contracts

Retention of Liabilities. Any Liability of a Seller or its Affiliates other than the Assumed Liabilities shall, as between them, on the one hand, and Purchaser and its Affiliates, on the other hand, continue to be an obligation solely of, and shall solely be legally and financially borne by, Sellers and their respective Affiliates. In furtherance (and not in limitation) of the foregoing, Purchaser is not, and shall not be treated or viewed as, a successor employer or legal successor of any of the Sellers as a matter of Law and each of the Sellers shall jointly and severally indemnify and hold Purchaser harmless from and against any Losses arising as a result of any such treatment in accordance with the provisions of Article XI.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Sunrise Senior Living Inc), Facilities Purchase and Sale Agreement (Sunrise Senior Living Inc)