Historical Liabilities Sample Clauses

Historical Liabilities. (a) The Contributors, jointly and severally, shall be responsible for and shall indemnify and hold harmless the Subject Companies and the Ivanhoe Contributee, and any of their or its Affiliates, from and against any and all Claims (including reasonable counsel and other professional fees), to which the Subject Company or the Ivanhoe Contributee may be subject or suffer arising from, or in connection with, the following liabilities or obligations of the Subject Companies (or either of them) (collectively, the “Historical Liabilities”): (i) any liability or obligation of the Subject Companies existing as of the Closing Date, or relating to the period up to (and including) the Closing Date, whether asserted before or after the Closing, that is not related to the physical condition of, or title to, the Property, (ii) any liability referred to in Section 2.6(c), (iii) any tort liability of the Subject Companies arising from any accident, injury, event, circumstance, action or omission occurring prior to the Closing (except to the extent of the insurance proceeds received by the Subject Companies in connection therewith following the Closing), whether asserted before or after the Closing; or any fine, penalty or other amount that is imposed or assessed by, or which is payable to (including any instalment thereof), a Governmental Authority by either of the Subject Companies for the period prior to the Closing, whether imposed or assessed before or after the Closing, (iv) all Taxes payable by either of the Subject Companies of whatever kind and nature relating to the period up to (and including) Closing (including any Taxes payable as a result of the restatement or finalization of any financial statements of any Subject Companies for any time or period prior to the Closing), whether imposed or asserted before or after the Closing and whether or not listed in Schedule M, and any Taxes referred to in Section 2.6(c), (v) liabilities and obligations relating to any employees (current or former), Employee Plans or collective bargaining agreements of ▇▇▇▇▇ Global Spain, any other ▇▇▇▇▇ Entities or either Subject Company that accrued, relate to or arise from any incident, event, circumstance, action or omission occurring or existing prior to the Closing, including severance pay and accrued vacation pay obligations and other liabilities of ▇▇▇▇▇ Global Spain or either Subject Company relating to the termination of any of such employees prior to the Closing or as the resul...