Assumption of Liabilities and Indemnification. (a) At the Closing, effective upon consummation of the contribution described in Section 2.01(a), LAMCO Holdings shall assume 99% of LBHI’s right, title and interest in and to the Asset Management Liabilities (defined below) and LBHI SPV shall assume 1% of LBHI’s right, title and interest in and to the Liabilities of LBHI as set forth in clauses (i) through (vi) below (collectively, the “Domestic Asset Management Liabilities”) and clauses (vii) and (viii) below (collectively the “International Asset Management Liabilities”, and together with the Domestic Asset Management Liabilities, the “Asset Management Liabilities”):
(i) all Liabilities reflected on the LAMCO Balance Sheet, as detailed on the LAMCO Work Papers underlying the development of the LAMCO Balance Sheet, except the Liabilities reflected thereon which have been discharged or satisfied between the date thereof and the Closing Date;
(ii) all Liabilities of LBHI under the Transferred Contracts, the Domestic Transferred Employment Agreements and the Transferred Licenses arising and to be performed on or after the Closing Date;
(iii) all Liabilities assumed by LAMCO or which LAMCO is obligated to pay, in each case pursuant to the provisions of Article V hereof;
(iv) all Liabilities which arise, accrue or are incurred on or after the Closing Date relating to or based upon the business or operation of the Domestic Asset Management Assets or the Domestic Asset Management Business as conducted on or after the Closing Date, including those related to (A) any contract, agreement, lease, license or other instrument included within the Domestic Asset Management Assets and not specified in Section 2.02(a)(ii) above and (B) any other activity undertaken by LAMCO on or after the Closing Date;
(v) all Liabilities related to the Domestic Transferred Employees for periods from and after the Closing Date, and all other Liabilities with respect to the Domestic Transferred Employees assumed by LAMCO under Article V hereof;
(vi) all Liabilities arising out of or related to any failure to act by LAMCO in accordance with this Agreement on or after the Closing Date;
(vii) subject to Section 3.05, all of LBHI’s Liabilities solely allocable to the LBHI Estates Equity Interests, including LBHI’s obligation to fund its pro rata share of future capital contributions and other payment obligations as the sole shareholder of LBHI Estates; and
(viii) all of LBHI’s Liabilities solely allocable to the LBHI Services Interests, incl...
Assumption of Liabilities and Indemnification. I have read, understand, and agree to follow the above rules and regulations. I am aware that this rental contract can be canceled/terminated at any time if in the opinion of BREC, said rules and regulations are not followed and enforced by the Lessee. Lessee hereby acknowledges the receipt of this contract and hereby accepts all terms and conditions set forth herein together with terms and conditions of overall policies as established by the Recreation and Park Commission.
Assumption of Liabilities and Indemnification. Berliner and New Film Opticals shall assume, pay and indemnify and hold TCX harmless from and against any and all pre-Agreement claims and liabilities of TCX that are related to Film Opticals or the Film Library, whether by contract, lease, license or otherwise, without qualification, except the costs and expenses related to this Agreement.
Assumption of Liabilities and Indemnification. Buyer shall assume all obligations and liabilities with respect to the Equipment upon the Effective Date and Seller shall have no liability whatsoever. As of the Effective Date, the Buyer shall indemnify and hold harmless Seller, its parent, subsidiaries, affiliates, successors or assigns, officers, directors, employees, subcontractors, and agents against any and all claims demands, losses, damages, costs, fines, penalties, causes of action, suits and liabilities of every kind, for personal injury to and/or the death of any person and/or for damage to any property arising from or related to the Equipment or any products manufactured or resulting therefrom, including, but not limited to, any dismantling, packing, transport and re-assembly of the Equipment.
Assumption of Liabilities and Indemnification. Except as otherwise provided in Section 7.4 with respect to indemnification rights relating to the Registrable Securities:
(a) FROM AND AFTER THE CLOSING DATE, BUYER HEREBY ASSUMES AND AGREES TO TIMELY FULFILL, PERFORM, PAY AND DISCHARGE ALL RESPONSIBILITY FOR AND RELEASES SELLER, SELLER’S PARENT, SUBSIDIARIES AND AFFILIATES, AND THE OFFICERS, DIRECTORS, SHAREHOLDERS, PARTNERS, OTHER EQUITY OWNERS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH (“SELLER INDEMNIFIED PARTIES”) FROM ANY AND ALL LIABILITY AND RESPONSIBILITY AND AGREES TO AND SHALL FULLY DEFEND, PROTECT, INDEMNIFY AND HOLD HARMLESS SELLER INDEMNIFIED PARTIES FROM ANY AND ALL DAMAGES, WHATSOEVER MADE OR ASSERTED BY BUYER, ITS PARENT, SUBSIDIARIES, AFFILIATES, OR ANY SHAREHOLDER, PARTNER, OTHER EQUITY OWNER, OFFICER, DIRECTOR, EMPLOYEE, AGENT, ADVISOR OR REPRESENTATIVE THERE OF (“BUYER GROUP”), OR BY ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, GOVERNMENTAL AGENCIES) IN CONNECTION WITH THE FOLLOWING (THE “ASSUMED LIABILITIES”):
(i) ANY AND ALL DAMAGES AND/OR OBLIGATIONS, KNOWN OR UNKNOWN, WHICH ARE BASED UPON, RELATED TO, OR ASSOCIATED WITH THE USE, MAINTENANCE, OWNERSHIP OR OPERATION OF THE ASSETS PRIOR TO, AT, OR AFTER THE EFFECTIVE DATE, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL DAMAGES AND OBLIGATIONS: (A) FOR PLUGGING, ABANDONMENT, DECOMMISSIONING, AND SURFACE RESTORATION OF THE ASSETS, INCLUDING OIL, GAS, INJECTION, WATER, OR OTHER XXXXX AND ALL SURFACE FACILITIES; (B) ATTRIBUTABLE TO OR RESULTING FROM ASSET TAXES AND ASSESSMENTS ATTRIBUTABLE TO THE ASSETS TO THE EXTENT ATTRIBUTABLE TO PERIODS (OR PORTIONS THEREOF) FROM AND AFTER THE EFFECTIVE DATE; AND (C) ATTRIBUTABLE TO THE LEASES AND CONTRACTS. “DAMAGES” SHALL MEAN ANY AND ALL CLAIMS, CAUSES OF ACTION, DEMANDS, PAYMENTS, CHARGES, JUDGMENTS, ASSESSMENTS, LOSSES, LIABILITIES, DAMAGES, PENALTIES, FINES, EXPENSES, COSTS, FEES, SETTLEMENTS, AND DEFICIENCIES, INCLUDING ANY ATTORNEYS’ FEES, LEGAL, AND OTHER COSTS AND EXPENSES SUFFERED OR INCURRED THEREWITH.
Assumption of Liabilities and Indemnification. The assumption or indemnification by Xxxxx of the liabilities of Medical Design referred to in Sections 2 and 3 hereof shall occur simultaneously with the transfer of Assets.
Assumption of Liabilities and Indemnification. Tenant assumes all liabilities for all claims, demands, losses, liabilities, lawsuits, judgments, damages, costs and expenses ("Losses") arising from any occurrence on the Premises, the use and occupancy of the Premises, or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Premises or due to any other act or omission of Tenant, its subtenants, assignees, invitees, licensees, employees, contractors and agents ("Tenant's Representatives"), or from Tenant's or Tenant's Representatives, failure to perform its obligations under this Lease, except for Losses arising from any occurrence taking place prior to the Lease Commencement Date or caused by the sole or gross negligence of Landlord or its agents. This indemnity provision shall survive termination or expiration of this Lease. The furnishing of insurance required hereunder shall not be deemed to limit Tenant's obligations under this Paragraph 15. Notwithstanding the foregoing, the parties' rights and obligations with respect to Environmental Conditions or Environmental Claims (as such terms are defined in Paragraph 27 below) shall be set forth in Paragraph 27 below.
Assumption of Liabilities and Indemnification. Pawnbrokers No. One shall assume, pay and indemnify and hold Pawnbrokers harmless from and against any and all pre-Agreement liabilities of Pawnbrokers, whether by contract, lease, license or otherwise, without qualification, except the costs and expenses related to the Conveyance and this Agreement.
Assumption of Liabilities and Indemnification. 7.01 Assumption of Obligations by Purchaser. At Closing, Purchaser shall assume all obligations and liabilities attributable to, relating to, or arising in connection in any way with the Resource Assets for all periods on and after Closing. Seller shall remain liable for all obligations and liabilities attributable to, relating to or arising in connection in any way with the Resource Assets, for all periods prior to Closing.
Assumption of Liabilities and Indemnification. 7.01 Assumption of Sellers’ Obligations by Purchaser 28 7.02 Indemnification by Purchaser 29 7.03 Obligations Retained by Sellers 29 7.04 Indemnification by Sellers 7.05 NORM 30 7.06 Indemnification Procedures. 30
