Assumed Liabilities and Retained Liabilities. (A) The Purchaser (on behalf of the relevant Designated Purchasers) hereby agrees with the Vendor that it will (or will procure that the relevant Designated Purchasers will) duly and properly perform, assume, pay and discharge when due and indemnify each member of the Vendor's Group against all Assumed Liabilities. Without limiting the foregoing, such assumption of the Assumed Liabilities shall, insofar as they relate to the US Business or the US Business Assets and subject to the remaining provisions of this CLAUSE 10, be effected by the US Transfer Agreement and the US Lease Assignments. The obligations and indemnities set out in this SUB-CLAUSE (A), in section 4(ii) of the US Transfer Agreement and in section 2 of the US Lease Assignments shall not preclude the Purchaser from making any claim and recovery (subject to the provisions of SCHEDULE 7 (Limitations on Liability)) under any of the Warranties in respect of any matter which is the subject of the Assumed Liabilities to the extent that such matter comprises a breach, or breaches, of any of the Warranties.
Assumed Liabilities and Retained Liabilities. (a) As of the Effective Time, Buyer shall, without any further action on the part of Buyer or Seller, assume and agree to pay, perform and discharge when due, subject to the other provisions of this Agreement and the Related Agreements, each of the following Obligations (collectively, the “Assumed Liabilities”) (provided that the Assumed Liabilities shall not include the Retained Liabilities):
Assumed Liabilities and Retained Liabilities. (a) Effective as of the Closing Date, Purchaser shall assume, perform and discharge all obligations, duties, or liabilities of every type, known or unknown (the “Liabilities”) arising from and after the Closing Date out of or in connection with (i) the Assumed Loan, and (ii) the Property, including all Liabilities arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on or after the Closing Date, including Liabilities relating to the Assumed Assets, any Taxes arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on or after the Closing Date (including any Taxes for which Purchaser is responsible pursuant to this Agreement) and any Environmental Liabilities arising from or relating to the ownership of the Property or the operation of the business conducted at the Facility on the Real Property on or after the Closing Date, (iii) any obligations of Seller in respect of refundable deposits paid by third parties prior to the Closing Date under the Resident Agreements or under other Rights being assumed by Purchaser as part of the Property, and (iv) all Liabilities arising on and after the Closing Date under the Assumed Contracts (as defined below) (collectively, the “Assumed Liabilities”). Effective as of the Closing Date, Purchaser shall assume the Mandatory Contracts together with any other Assumed Contracts, and Purchaser and Seller agree to execute, on or before the Closing, any and all documentation reasonably required to effectuate and/or evidence such assumption.
Assumed Liabilities and Retained Liabilities. (a) The "
Assumed Liabilities and Retained Liabilities. (a) On the Closing Date, Purchaser and Seller shall enter into the Assumption Agreement pursuant to which, among other things, Purchaser shall assume and shall be obligated to pay, perform and discharge (or cause to be paid, performed or discharged) in accordance with their respective terms, as and when they become due and payable, or are required to be performed, all liabilities and obligations of Seller and its Affiliates and their respective successors and assigns, direct or indirect, known or unknown, absolute or contingent, arising before or after the Closing Date which relate to the Purchased Assets, other than Retained Liabilities (collectively, “Assumed Liabilities”), including the following Assumed Liabilities:
Assumed Liabilities and Retained Liabilities. (a) The term “
Assumed Liabilities and Retained Liabilities. (a) As additional consideration for the purchase of the Purchased Assets, Purchaser shall, at the Closing, assume, agree to perform, and in due course pay and discharge, the following debts, obligations and liabilities of Seller relating to the Facility, in each case in accordance with the terms thereof, except to the extent that such debts, obligations or liabilities, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any such breach or default or out of any event that, after the giving of notice or with the lapse of time, or both, would constitute a breach or default by Seller (the “Assumed Liabilities”):
Assumed Liabilities and Retained Liabilities. (a) As of the Effective Time, Buyer shall, without any further action on the part of Buyer or any Seller Company, assume and agree to pay, perform and discharge when due, subject to the other provisions of this Agreement and the Closing Documents, each of the following Obligations (collectively, the “Assumed Liabilities”) (provided that the Assumed Liabilities shall not include the Retained Liabilities or reduce or obviate any of Seller’s indemnification, defense, save or hold harmless obligations related to such Retained Liabilities under this Agreement):
Assumed Liabilities and Retained Liabilities. Subject to the terms and conditions set forth in this Agreement, (a) at the Initial Closing, Purchaser will assume, and thereafter will satisfy or perform when due, all Liabilities of Seller to be performed after such date relating to or arising out of the CLO Management Agreements and all Liabilities of Seller as Collateral Manager to be performed after such date relating to or arising out of the CLO Collateral Administration Agreements, which shall not include any Liabilities of Seller to be performed under, relating to or arising out of any Retained Assets (collectively, the “Initial Assumed Liabilities”), and (b) at any Delayed Closing, Purchaser will assume, and thereafter will satisfy or perform when due, all Liabilities of Seller to be performed after such date relating to or arising out of the CLO Management Agreement transferred at such Delayed Closing and all Liabilities of Seller as Collateral Manager to be performed after such date relating to or arising out of the CLO Collateral Administration Agreement relating to such CLO Management Agreement (collectively, “Delayed Closing Assumed Liabilities” and together with the Initial Assumed Liabilities and all other Delayed Closing Assumed Liabilities, the “Assumed Liabilities”). For the avoidance of doubt, (i) Purchaser will not assume any Liabilities of Seller other than the Assumed Liabilities, (ii) no Taxes will be included as Assumed Liabilities and (iii) Purchaser will not assume any Delayed Closing Assumed Liabilities until the applicable Delayed Closing (collectively, the “Retained Liabilities”). Seller will retain, satisfy and perform when due, and to the extent provided in Article 7, will hold the Purchaser Indemnified Parties harmless and indemnify the Purchaser Indemnified Parties from and against, the Retained Liabilities.
Assumed Liabilities and Retained Liabilities. 14 Section 3.4.
