Assumption of Liabilities; Retained Liabilities. (a) Except as otherwise provided in Section 3.04(b) below, Purchaser shall assume at Closing and pay the following obligations (“Assumed Liabilities”): (i) Seller’s obligations and liabilities with respect to the Property or operation of the Hotel which this Agreement expressly provides are to be assumed by Purchaser; and (ii) all liabilities relating to the Property or operation of the Hotel that first arise after the Cut-off Time, other than Retained Liabilities, subject to the adjustments and prorations described in Article VIII and the indemnification provisions of this Agreement.
(b) Purchaser shall have no liability or obligation for the following (“Retained Liabilities”): (i) federal, state and local income, franchise, sales or payroll taxes, Excise Taxes or other Taxes (other than real estate taxes and assessments which shall be prorated as of the Cut-off Time) of Seller or for which Seller is liable, including any interest and/or penalties thereon, arising prior to the Cut-off Time; (ii) any unemployment compensation or industrial insurance deposit obligations relating to the Property and Employees (collectively, “Employment Obligations”) that arise prior to the Cut-off Time; (iii) any liability the existence of which would constitute a breach of any of Seller’s representations or warranties contained in Article V; and (iv) all liabilities and obligations relating to the Property or operation of the Hotel that arise from acts or events that occur prior to the Cut-off Time, subject to the adjustments and prorations described in Article VIII; and (v) any litigation pending against the Seller or its affiliates, including without limitation the claim asserted by 4th & Pike Building, LLC et al. in King County Superior Court.
(c) Notwithstanding the foregoing or anything to the contrary, after Closing, Seller shall promptly pay any Excise Taxes and Employment Obligations attributable to periods prior to Closing.
Assumption of Liabilities; Retained Liabilities. On the terms and subject to the conditions set forth in this Agreement, Buyer, at the Closing, will assume the Assumed Liabilities and the Transferred Liabilities. Nothing herein contained will be deemed to transfer or assign the Retained Liabilities to Buyer, and Seller will retain all Retained Liabilities.
Assumption of Liabilities; Retained Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at the Closing, the Purchaser shall assume and shall be solely and exclusively responsible for paying, performing and discharging when due all Liabilities of the Asset Sellers primarily resulting from or relating to the U.S. Business, the Canadian Business or the Mission Hill Business, whether arising before or after the Closing, except for any Retained Liabilities (collectively, the “Assumed Liabilities”). Without limiting the generality of the foregoing, the Assumed Liabilities shall include:
(i) all Liabilities primarily relating to the U.S. Business, the Canadian Business or the Mission Hill Business, relating to or arising out of claims that have not been made, resolved or settled prior to the Closing including relating to either express warranties extended by the Asset Sellers prior to the Closing or warranties or obligations implied or provided by Law;
(ii) all Liabilities with respect to claims of whatever nature seeking compensation or recovery for personal injury or property damage including resulting from defects or alleged defects in products sold by the U.S. Business, the Canadian Business or the Mission Hill Business either before, on or after the Closing;
(iii) all Liabilities primarily incurred in the conduct of the U.S. Business, the Canadian Business or the Mission Hill Business under any Environmental Law;
(iv) except to the extent specifically retained by the Sellers under Article VI of this Agreement or in Section 2.03(b)(vi), all Liabilities with respect to the Transferred Employees arising out of or relating to their employment with the Asset Sellers or the termination thereof, including, without limitation, wages or other compensation, vacation, medical, other health benefit and workers compensation claims;
(v) all Liabilities of the Purchaser with respect to the U.S. Business, the Canadian Business or the Mission Hill Business pursuant to this Agreement and the Ancillary Agreements;
(vi) all Liabilities with respect to claims by other Persons of infringement or other misappropriation of the Intellectual Property rights of such other Persons by the Asset Sellers primarily relating to the conduct of the U.S. Business, the Canadian Business or the Mission Hill Business prior to the Closing; and
(vii) all Liabilities relating to or arising out of litigation, proceedings, actions, claims or investigations at Law or in equity pending against ...
Assumption of Liabilities; Retained Liabilities. (a) Upon the terms and subject to the conditions of this Agreement Purchaser shall assume, effective as of the Closing, and shall pay, perform and discharge when due, any and all obligations, liabilities and commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to become due (collectively, “Liabilities”):
(i) related to or arising out of the ownership, use, sale, license or lease of the Transferred Assets by Purchaser from and after the Closing Date, including all Liabilities (A) related to or arising out of products liability Claims with respect to the Exploitation of any Product on or after the Closing Date or (B) related to or arising out of government seizures, filed corrections, withdrawals or recalls of Product sold on or after the Closing Date;
(ii) concerning the use of any third party Intellectual Property (“IP Liabilities”), arising out of or related to any Exploitation of Product on or after the Closing Date;
(iii) for Transfer Taxes and Apportioned Obligations allocated to Purchaser under Section 5.07; and
(iv) related to or arising out of the matters set forth in Section 1.03(a)(iv) of the Seller Disclosure Schedules. The Liabilities referenced in clauses (i) through (iv) above are referred to, collectively, as the “Assumed Liabilities”.
Assumption of Liabilities; Retained Liabilities. (a) Purchaser shall assume at Closing all obligations arising from and after the Cut Off Time from any Contracts or Permits which Purchaser has elected to assume at Closing (“Assumed Liabilities”).
(b) Subject to the terms of Section 10.4, Purchaser shall have no liability or obligation for the following (“Retained Liabilities”): (i) federal, state and local income, franchise, sales, payroll or other taxes (except for (x) real estate taxes, water and sewer charges, vault charges and assessments which shall be prorated as of the Cut Off Time with each party paying its respective share as provided herein and (y) sales and use taxes applicable to the sale of the FF&E, if any, except to the extent the payment thereof is Seller’s obligation pursuant to Section 9 below) of Seller or for which Seller is liable, including any interest and/or penalties thereon; (ii) any workers compensation claims arising prior to Closing and any other litigation described in Schedule 6.1(o), and (iii) and all obligations arising from any Contracts or Permits or other agreements or documents which the Purchaser has not expressly agreed in writing to assume at Closing.
Assumption of Liabilities; Retained Liabilities a) Buyer shall assume at Closing and pay the following obligations ("ASSUMED LIABILITIES") arising from and after Closing: (i) Seller's obligations and liabilities with respect to the Property or operation of the Hotel (including obligations for commissions and similar charges in regard to Bookings) which are disclosed to Buyer in the Offering Schedules; and (ii) any liabilities or obligations relating to the Property or operation of the Hotel arising from acts, omissions, occurrences or matters that take place from and after the Cutoff Time.
b) Buyer shall have no liability or obligation for the following ("RETAINED LIABILITIES"): (i) federal, state and local income, franchise, sales, payroll or other taxes (other than real estate taxes, water and sewer charges, vault charges and assessments, which shall be prorated as of the Cutoff Time) of Seller or for which Seller is liable, including (i) any interest and/or penalties thereon; (ii) any liability the existence of which would constitute a breach of any of Seller's representations or warranties contained in Section 3; and (iii) any liability or obligation of Seller related to the Litigation described in Schedule 4.3B or if not on Schedule 4.3B which arises from acts, omissions, or occurrences that take place prior to the Cutoff Time.
Assumption of Liabilities; Retained Liabilities. (a) Except as otherwise provided in (b) from and after the Closing Date, Purchaser shall be responsible for all obligations and liabilities with respect to the Property or operation of the Sale Properties that first arise after the Closing Date (the “Assumed Liabilities”).
(b) Purchaser shall have no liability or obligation for the following (“Retained Liabilities”): (i) federal, state and local income, franchise, or other taxes of Seller except to the extent such items are the responsibility of the Purchaser under the Master Lease as in effect on the date hereof; (ii) any liability the existence of which would constitute a breach of any of Seller’s representations or warranties contained in Article V; and (iii) all liabilities of Seller under the Master Lease that arise prior to or on the Closing Date.
Assumption of Liabilities; Retained Liabilities. On and subject to the terms and conditions of this Agreement, Purchaser agrees to assume and become responsible for all Assumed Liabilities at the Closing. Purchaser will not assume or have any responsibility, however, with respect to any other Liability of Seller not included within the definition of Assumed Liabilities (the “Retained Liabilities”).
Assumption of Liabilities; Retained Liabilities. (a) Subject to the provisions of this Agreement, as of the Closing Date the Purchaser shall assume and agree to undertake to pay, perform and discharge, as and when due, each of the following obligations, responsibilities, liabilities, and debts with respect to the Assets and the Arsonates Line (other than "Retained Liabilities", as hereinafter defined) (all of which are hereinafter referred to collectively as the "Assumed Liabilities"):
(i) all sales or use taxes, transfer taxes, document or excise taxes, and all recordation or notary fees, and similar governmental fees and expenses, incident to the transfer, perfection and registration of the ownership to the Assets to Purchaser;
(ii) all obligations, responsibilities and liabilities incurred in the performance or lack of performance on or after the Closing Date under the Contracts assigned pursuant to Section 1.1(g) hereof and under the AHP Agreement;
(iii) all obligations, responsibilities and liabilities incurred in the performance or lack of performance, or assessments levied, on or after the Closing Date under the Task Force Agreement.
(b) Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities of Seller of any kind or nature, known, unknown, contingent or otherwise, other than those obligations and liabilities expressly assumed by it pursuant to Section 1.3(a). Without limiting the foregoing and notwithstanding
Assumption of Liabilities; Retained Liabilities. At the ----------------------------------------------- Effective Time, the Transferee does hereby assume the Assumed Liabilities of the Transferor existing as of the Effective Time and attributable or related to the New York Appointments, but does not assume any Retained Liabilities.
