Common use of Assumed and Retained Liabilities Clause in Contracts

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. Buyer shall Indemnify Seller from and against any and all (a) Claims that Seller incurs relating to the Hotel arising on or after the Closing, or by reason of (A) any obligation or liability which that is assumed by Buyer pursuant to this AgreementAgreement (including any Claims arising out of (i) Employee Liabilities required to be borne by Buyer hereunder, including(ii) any other lawsuits, without limitation (A) obligations accruing under administrative proceedings, arbitration proceedings or other legal proceedings affecting or otherwise relating to the Hotel Management Agreement after Closingto the extent arising from post-Closing matters or events, or (iii) Buyer’s breach or termination of any Lease or Assumed Contract), and (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 AgreementSection 10.4, and (b) liabilities, claims or demands of any kind or nature with respect to the ownership or operation of the Property which arise or accrue from and after Closing. Seller shall Indemnify Buyer from and against any and all (a) Claims which Buyer incurs by reason of (i) any obligation or liability which that is retained not assumed by Seller Buyer pursuant to this Agreement, Agreement (including, without limitation limitation, any Claims arising out of (x) Employee Liabilities required to be borne by Seller hereunder, (y) the legal proceedings described on Exhibit S attached hereto, and (except z) any other lawsuits, administrative proceedings, arbitration proceedings or other legal proceedings affecting or otherwise relating to the Hotel to the extent that Buyer has received a credit for such liability arising from pre-Closing matters or obligation under Section 8 or Section 11): (i) the Employee Liabilities accrued or occurring prior to Closingevents), including, without limitation any workmans compensation claims ; and (ii) any disputed payables not adjusted for Closing cost allocated to it under Section 8 or Section 11; 10.4, and (iiib) any obligations liabilities, claims or liabilities accruing demands with respect to the ownership or operation of the Property which arise or accrue 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)Closing.

Assumed and Retained Liabilities. Buyer shall Indemnify assume all liability and obligations under, and Buyer shall hold harmless, indemnify and defend Seller from and against any and all Claims that claims, liability and losses, and expenses related thereto (including reasonable attorneys’ fees) (collectively, “Claims”), which 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 Employee Liabilities arising or accruing under the Hotel Management Agreement from and after Closing, (B) Employee Liabilities arising or accruing before Closing, to the extent that Buyer has received a proration credit therefor, (C) obligations accruing under the Assumed Contracts arising or accruing from and after Closing or, to the extent Buyer has received a proration credit therefore, before Closing, and (CD) 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 proration 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 Agreementtherefore. Seller shall Indemnify hold harmless, indemnify and defend Buyer from and against any and all Claims which Buyer incurs by reason of any obligation or liability which is retained relating to the period prior to the Closing Date (except to the extent assumed by Seller pursuant to this AgreementBuyer hereunder), including, without limitation and (i) the Employee Liabilities arising or accruing prior to Closing, except to the extent that Buyer has received a proration credit for such liability or obligation under Section 8 or Section 11): (i) the Employee Liabilities accrued or occurring prior to Closingtherefor, including, without limitation any workmans compensation claims ; (ii) any disputed payables not adjusted for under Section 8 or Section 11; Service Contracts which are excluded from the Assumed Contracts and (iii) any obligations Disputed Payables (or liabilities accruing prior to Closing or arising out of events occurring prior to Closing including those arising under the any other 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 Payable to the release or other presence of Hazardous Substances on or about the Hotel or (2) for which Seller extent Buyer has been otherwise released pursuant to this Agreement or the Closing Documentsnot received a proration credit).

Assumed and Retained Liabilities. Buyer shall Indemnify Seller from (a) From and against any and all Claims that Seller incurs relating to the Hotel arising on or after the Closing, subject to and based upon the representations, warranties, covenants and indemnities contained herein and in any agreement, instrument or document delivered hereunder, the Buyer shall assume the liabilities and obligations identified on Schedule 2.05 (a) (the "Assumed Liabilities"). The Sellers and the Shareholders acknowledge and agree that the assumption of liabilities by reason the Buyer under this Section 2.05(a) shall not limit, restrict, impair or otherwise affect the right of the Buyer to rely on the representations, warranties and covenants of the Sellers and the Shareholders made in this Agreement and any obligation agreement, instrument or liability which is assumed by document delivered pursuant hereto or the right of the Buyer to seek indemnification from the Sellers and the Shareholders in accordance with the provisions of Article X of this Agreement. For example, if the Buyer pursuant to this AgreementSection 2.05(a) assumes the liabilities related to "A," and there is a breach of a representation, includingwarranty or covenant of the Sellers and the Shareholders with respect to "A," the Buyer shall be entitled to seek indemnification under Article X of this Agreement notwithstanding the Buyer's assumption of the liabilities related to "A." (b) Except for the liabilities and obligations specifically assumed by the Buyer in accordance with Section 2.05(a), 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 Buyer does not assume or agree 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 11be responsible for, and (H) liability arising from Buyer’s failure shall not be deemed to pay assume or be responsible for, 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 of the Sellers and the Shareholders of any kind, nature or Section 11): description, whether such liabilities or obligations relate to payment, performance or otherwise, are matured or unmatured, known or unknown, contingent or otherwise, fixed or absolute, present, future or otherwise, including: (i) any liability or obligation arising from or relating to any of the Employee Liabilities accrued or occurring prior to Closing, including, without limitation any workmans compensation claims Excluded Assets; (ii) any disputed payables not adjusted for under Section 8 liability or Section 11obligation relating to federal, state or local income taxes of the Sellers and the Shareholders; (iii) the Prudential Retirement Accumulation 401(k) Plan in the name of Boonx Xxxources, Inc. and also executed by Oak Mountain Energy Corporation; (iv) the legal proceeding known as Aprix Xxxxxxxxx x. Beth Xxxrgy Mines, Inc., et al., (including Boonx Xxxources, Inc.), Employers, Claim No. 94-66086, pending before the West Virginia Working Compensation Office of Judges; (v) any liability to Bibb Xxxrgy, Inc. or Boonx Xxxipment Company, Inc., or their shareholders, directors, officers, affiliates, successors or assigns, relating to (A) pond fines which may never be mined or removed and (B) acts or omissions of the Sellers related to the failure to mine or remove coal in connection with the contracts identified as items 4 and 5 on Schedule 2.01(e) prior to the Closing Date (provided, however, that the Buyer agrees to pay the legal fees of John X. XxXxxx, Xx. xxxurred by the Sellers in connection with defending Sellers in any proceeding relating to (A) or (B) above, up to a maximum total amount of $50,000); and (iiivi) any obligations payments to be made to the employees of the Sellers pursuant to Section 6.08 hereof; and (vii) any liability or liabilities accruing prior to Closing obligation of the Sellers 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 Business which Seller has been otherwise released pursuant arises prior to this Agreement or the Closing DocumentsDate or which arises after the Closing Date as a result of facts or circumstances occurring or existing prior to the Closing Date (collectively, the "Retained Liabilities"); it being expressly acknowledged, understood and agreed that any and all of the Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged by the Sellers and the Shareholders.