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”):
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”).
Assumption of Liabilities; Retained Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, and other than with respect to the Retained Liabilities, Purchaser shall unconditionally assume, subject to and effective as of the Closing, and shall pay, perform and discharge after the Closing when due, each of (and only) the following specifically identified Liabilities of the Divesting Entities (collectively, the “Assumed 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:
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) Buyer 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 are disclosed to Buyer in the Offering Materials; 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 after the Cutoff Time.
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”). Seller shall discharge in a timely manner or shall make adequate provision for all of the Retained Liabilities, provided that Seller shall have the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser. If Seller fails to pay or otherwise satisfy any of the Retained Liabilities as they become due, Purchaser may elect to pay any such Retained Liabilities, and any other costs and charges associated with such liabilities, if Purchaser determines, in its sole discretion, that such payment is necessary or desirable to allow Purchaser to utilize the Acquired Assets in its business on an uninterrupted basis; provided, however, that Purchaser shall have provided Seller with not less than ten (10) days’ prior written notice of its intent to pay such Retained Liabilities and related costs, if any, and Seller shall have failed to pay or otherwise satisfy such Retained Liabilities and related costs, or that Seller shall have notified Purchaser in writing within such ten (10) day period that it intends to defend or contest such Retained Liabilities and it fails to discharge said Retained Liabilities and related costs within ten (10) days after such Retained Liabilities and costs are reduced to a final judgment or otherwise become a lien on any assets of Purchaser or the Business. If Purchaser pays any Retained Liabilities or related costs, Purchaser shall have the right to demand payment from Seller or add any such amounts to the principal amount of the Note (defined below).
Assumption of Liabilities; Retained Liabilities. (a) Except as otherwise provided in Section 3.02(b) below, the Company shall assume at Closing and pay the following obligations (“Assumed 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"):
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”).
