Assumed and Retained Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement and subject to Section 2.6(c), Purchaser agrees to assume all obligations and liabilities attributable to the Contract Rights and arising and accruing from and after the Effective Time, and Purchaser agrees to assume at the Closing the obligations of Seller under the debt described on Schedule 2.6(a) attached hereto. The above-described liabilities and obligations are herein referred to as the "Assumed Liabilities."
(b) Purchaser will not assume any Liabilities of Seller to the extent they are not Assumed Liabilities, whether or not set forth on the Schedules hereto or otherwise disclosed in or in connection with this Agreement (collectively, the "Retained Liabilities", and individually, a "Retained Liability").
(c) Without limiting the generality of Section 2.6(b) and notwithstanding any other provision hereof, each of the following is a Retained Liability of Seller which Purchaser does not assume:
(i) Any of Seller's obligations and liabilities under this Agreement;
(ii) Any liabilities or obligations, to the extent that the existence thereof is inconsistent with, or the amount thereof exceeds the amount represented in, any of Seller's representations and warranties in this Agreement or any Schedule or certificate delivered pursuant hereto;
(iii) Any liability or obligation arising by reason of any violation or claimed violation of any federal, state, local or foreign law, rule, regulation, ordinance or any requirement of any governmental authority (including, without limitation, any liability or obligation under or relating to any Environmental Regulations) whether arising before or after the Effective Time;
(iv) Any liability or obligation in respect of any Employee Plan (whether currently existing or arising or accruing hereafter, including without limitation, any liability or obligation relating to the termination of any Employee Plans in connection with the consummation of the transactions contemplated herein) or for income, personal property, sales, use, ad valorem, franchise or other taxes or assessments (including any interest, penalties or additions thereto) owed to any taxing authority, including any taxes arising out of the transactions contemplated hereby other than sales tax attributable to transfer of motor vehicles which shall be borne by the parties pursuant to Section 13.2(a) hereof;
(v) Any liability or obligation related to accounts payable owed by Seller and at...
Assumed and Retained Liabilities. Neither NU nor, to the knowledge of NU, any of the NU Subsidiaries has retained or assumed either contractually or by operation of law any liabilities or obligations that would be reasonably likely to form the basis for any Environmental Claim, which would, individually or in the aggregate, have a Material Adverse Effect on NU.
Assumed and Retained Liabilities. Neither CEI nor, to the knowledge of CEI, any of the CEI Subsidiaries has retained or assumed either contractually or by operation of law any liabilities or obligations that would be reasonably likely to form the basis for any Environmental Claim, which would, individually or in the aggregate, have a Material Adverse Effect on CEI.
Assumed and Retained Liabilities. Buyer shall Indemnify Sellers from and against any and all Claims that Sellers incur by reason of any obligation or liability expressly assumed by Buyer pursuant to this Agreement, including, without limitation (A) obligations under the Leases, Offsite Rights Assignment and Assumed Contracts, in each case, to the extent arising or accruing after Closing and, (B) the Hotel Payables with respect to which Buyer has received a proration credit (but only to the extent of such credit). Sellers shall Indemnify Buyer from and against any and all Claims which Buyer incurs by reason of any obligation or liability retained by Sellers pursuant to this Agreement, including, without limitation (i) obligations under the Leases, Offsite Rights Assignment and Assumed Contracts, in each case, to the extent arising or accruing prior to Closing, (ii) any Excluded Contracts and (iii) any Disputed Payables (or any other Hotel Payable except to the extent Buyer has received a proration credit therefor).
Assumed and Retained Liabilities. Sellers, jointly and severally on the one hand, and Buyer on the other hand shall each Indemnify the other from and against any and all Claims that the Indemnified Person incurs by reason of any obligation or liability which is expressly provided to be the obligation or responsibility of the indemnifying Party in this Agreement. Without limiting the generality of the foregoing: (A) Buyer shall Indemnify Sellers from and against any and all Claims that Sellers incur by reason of any Hotel Payable assumed by Buyer hereunder, (B) Sellers shall Indemnify Buyer from and against any and all Claims that Buyer incurs by reason of any Disputed Payable or any Hotel Payable or Tax which remains the responsibility of Sellers hereunder, and (C) Sellers shall reimburse Buyer, within ten Days after written demand therefor, for each Voucher honored by Buyer after 120 Days following Closing for which Buyer has not previously been credited (such reimbursement to be at face value for any Voucher issued in a specific dollar amount, at average rack rates in excess of payment accompanying the Voucher if issued for free or reduced rate rooms, and otherwise at estimated retail value, including sales and other excise taxes which Buyer will be obligated to pay in connection with honoring such Voucher, if issued for food, beverages, other merchandise or services).
Assumed and Retained Liabilities. Buyer shall Indemnify Seller from and against any and all Claims that Seller incurs relating to the Hotel arising on or after the Closing, or by reason of any obligation or liability which is assumed by Buyer pursuant to this Agreement, including, without limitation (A) obligations accruing under the Hotel Management Agreement after Closing, (B) obligations accruing under the Assumed Contracts after Closing, (C) the Hotel Payables to the extent credited to Buyer, (D) Reservations made in the Ordinary Course, (E) obligations accruing under the Leases after Closing, (F) obligations accruing under the Ground Lease after Closing, (G) any obligation or liability for which Buyer has received a credit under Section 8 or Section 11, and (H) liability arising from Buyer’s failure to pay any Closing cost allocated to it under this Agreement. Seller shall Indemnify Buyer from and against any and all Claims which Buyer incurs by reason of any obligation or liability which is retained by Seller pursuant to this Agreement, including, without limitation and (except to the extent that Buyer has received a credit for such liability or obligation under Section 8 or Section 11): (i) the Employee Liabilities accrued or occurring prior to Closing, including, without limitation any workmans compensation claims ; (ii) any disputed payables not adjusted for under Section 8 or Section 11; and (iii) any obligations or liabilities accruing prior to Closing or arising out of events occurring prior to Closing including those arising under the Hotel Management Agreement, the Ground Lease, the Leases, the Assumed Contracts, Real Estate Taxes, and Operational Taxes (excluding in all events any liabilities or obligations (1) relating to the release or other presence of Hazardous Substances on or about the Hotel or (2) for which Seller has been otherwise released pursuant to this Agreement or the Closing Documents).
Assumed and Retained Liabilities. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, none of the Company or the Company Subsidiaries has retained or assumed either contractually or by operation of law any liabilities or obligations that could reasonably be likely to form the basis for any Environmental Claim, which has had and could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Assumed and Retained Liabilities. Except as disclosed in the Filed Parent SEC Documents or in the Parent Disclosure Letter, none of Parent or the Parent Subsidiaries has retained or assumed either contractually or by operation of law any liabilities or obligations that could reasonably be likely to form the basis for any Environmental Claim, which has had and could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Assumed and Retained Liabilities. Buyer shall Indemnify Seller from and against any and all Claims that Seller incurs by reason of any obligation or liability assumed by Buyer pursuant to this Agreement, including, without limitation (A) Employee Liabilities assumed by Buyer, (B) the Assumed Contracts, (C) the Hotel Payables, (D) Reservations and (E) the Leases. Seller shall Indemnify Buyer from and against any and all Claims that Buyer incurs by reason of any obligation or liability retained by Seller pursuant to this Agreement, including, without limitation (i) Employee Liabilities retained by Seller and (ii) Disputed Payables. 12.2
Assumed and Retained Liabilities. Subject to the terms and conditions of this Agreement, at the Closing, Buyer will contractually assume all Liabilities under the Coal Supply Agreements to the extent accruing or arising after the Closing Date, except to the extent based upon facts existing or events occurring on or prior to the Closing Date (the “Assumed Liabilities”). Buyer shall not assume, and Seller shall retain, all other Liabilities of Seller, including Liabilities under the Coal Supply Agreements arising from any breach of the Coal Supply Agreements by Seller prior to the Closing (the “Retained Liabilities”).
