Common use of Assumed and Retained Liabilities Clause in Contracts

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. 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 indemnified Party 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 corporate room 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 taxes, if any, which Buyer will be obligated to pay in connection with honoring such Voucher, if issued for food, beverages, other merchandise or services), and (D) Buyers shall reimburse Sellers, within ten Days after written demand therefor, for each Voucher for which Buyer received a credit at Closing honored by Sellers at any or their remaining hotels (such reimbursement to be equal to the amount of the credit received by Buyer for such Voucher), and shall be subject to the condition that Sellers provide reasonable documentation to Buyer substantiating the Voucher so honored.

Assumed and Retained Liabilities. Sellers, jointly and severally on the one hand, Seller and Buyer on the other hand shall each Indemnify the other from and against any and all Claims that the Indemnified Person indemnified Party incurs by reason of any obligation or liability which that 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 Seller from and against any and all Claims that Sellers incur Seller incurs by reason of any Hotel Payable assumed by Buyer hereunder, (B) Sellers Seller 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 Seller hereunder, and (C) Sellers Seller 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 75% of face value for any Voucher issued in a specific dollar amount, at 75% of average rack daily rates in excess of payment accompanying the Voucher if issued for free or reduced rate rooms, and otherwise at 75% of 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).