Common use of Payment of Excluded Liabilities Clause in Contracts

Payment of Excluded Liabilities. From and after the date of this Agreement, ANR covenants and agrees that it shall pay all Excluded Liabilities relating to the Purchased Assets or the Purchased Business (the “Contura Excluded Liabilities”) no later than when due, as and to the extent payable after taking into account the impact of the Bankruptcy Treatment (as defined below) and without any offset or withholding whatsoever, it being understood that to the extent the due date for a given Contura Excluded Liability is provided for in the Plan, the Confirmation Order, any other order of the Bankruptcy Court (and any settlements previously approved by the foregoing) or applicable law, the due date for purposes hereof shall be as set forth in the Plan, Confirmation Order, other order of the Bankruptcy Court or applicable law, as the case may be, and the nature of the consideration, if any, to be paid likewise will be governed by such documents or applicable law. Notwithstanding the preceding sentence, (i) nothing herein shall prevent or restrict the Reorganized Debtors from contesting the validity or amount of any asserted Contura Excluded Liability (it being understood that the indemnification provided for in the first sentence of Section 2 below shall include any Losses incurred by the Contura Indemnified Parties as a result of any such contest relating to Administrative Claims or Priority Claims under the Plan or other claims payable in cash after taking into account the Bankruptcy Treatment, but only as and to the extent that the Losses relate to any unsuccessful portion of such contest) and (ii) nothing herein shall be construed as an assumption by the Reorganized Debtors of any Contura Excluded Liability to the extent it was discharged, extinguished or compromised under the Plan (including any exhibits thereto), the Confirmation Order or other agreement or order of the Bankruptcy Court (the impact of any such discharge, extinguishment or compromise, the “Bankruptcy Treatment”). If the Reorganized Debtors intend to contest the amount or validity of any Contura Excluded Liability that is payable in cash as an Administrative Claim or a Priority Claim or other claim payable in cash after taking into account the Bankruptcy Treatment, then the Reorganized Debtors shall provide Contura with three Business Days’ advance written notice to the extent practicable. The Parties hereby agree that, notwithstanding the Benefits and Costs Administration Agreement, in the case of each payment to be made in respect of property taxes relating to a postpetition period where a portion of the payment to be made constitutes an Assumed Liability and a portion constitutes an Excluded Liability, ANR shall pay the full amount of such payment no later than when due, and Contura shall reimburse ANR for the Assumed Liability portion of such payment (i.e., the portion relating to the period after the Closing Date) within ten calendar days of receipt of evidence of such payment being made. Except as and to the extent expressly provided in this paragraph 1(F), nothing in this Agreement shall limit or otherwise alter the obligations of the Parties under the Benefits and Costs Administration Agreement.

Payment of Excluded Liabilities. From (a) On the Closing Date, the Seller shall pay or make arrangements or otherwise satisfy the Buyer that the Seller will be able to satisfy its indebtedness for borrowed money and other Excluded Liabilities. In the event that the Buyer or the Seller receives a claim for payment under a Hospital Guarantee or for an Underpayment, each party shall notify the other. The Seller shall pay any such claim within 20 business days following receipt thereof, unless within such period it determines in good faith that such claim is not valid; provided that if the Seller determines that any such claim is not valid, it shall first give Buyer a notice of such determination and the basis therefor and give the Buyer an opportunity to discuss with the Seller such determination; provided further that if the Seller does not pay such claim within such 20 business day period, the Buyer may pay such claim and, subject to and in accordance with Section 12.5, offset the amount paid. (b) All Hospital Guarantees are described on Schedule 3.3 hereto. ------------ The Buyer agrees that all obligations arising under such listed Hospital Guarantees for periods beginning and ending after the date Closing Date are included in the Assumed Liabilities and are the responsibility of this Agreement, ANR covenants and the Buyer. The Seller agrees that it shall pay all obligations arising under Hospital Guarantees not listed on such schedule or for periods beginning and ending before the Closing Date are included in the Excluded Liabilities relating and remain the responsibility of the Seller. The Buyer and Seller agree that with respect to those Hospital Guarantees listed on such schedule that relate to periods beginning prior to the Purchased Assets or Closing Date and ending after the Purchased Business (the “Contura Excluded Liabilities”) no later than when due, as and to the extent payable after taking into account the impact of the Bankruptcy Treatment (as defined below) and without any offset or withholding whatsoever, it being understood that to the extent the due date for a given Contura Excluded Liability is provided for in the Plan, the Confirmation Order, any other order of the Bankruptcy Court (and any settlements previously approved by the foregoing) or applicable law, the due date for purposes hereof shall be as set forth in the Plan, Confirmation Order, other order of the Bankruptcy Court or applicable law, as the case may be, and the nature of the consideration, if any, to be paid likewise will be governed by such documents or applicable law. Notwithstanding the preceding sentenceClosing Date, (i) nothing herein the Buyer shall prevent be liable for such Hospital Guarantee if the sales at such subject hospital are materially less during the applicable period after the Closing Date than during the applicable period before the Closing Date due to the servicing (or restrict the Reorganized Debtors from contesting the validity or amount lack of any asserted Contura Excluded Liability (it being understood that the indemnification provided for in the first sentence of Section 2 below shall include any Losses incurred servicing) by the Contura Indemnified Parties as a result of any such contest relating to Administrative Claims or Priority Claims under the Plan or other claims payable in cash after taking into account the Bankruptcy Treatment, but only as and to the extent that the Losses relate to any unsuccessful portion of such contest) Buyer and (ii) nothing herein the Buyer and Seller shall be construed as an assumption by liable for such Hospital Guarantee for such period based upon the Reorganized Debtors number of days in such guarantee period prior to and after the Closing Date with respect to any Contura Excluded Liability such Hospital Guarantees not subject to clause (i). (c) In the extent it was dischargedevent that the Cedars Sinai Los Angeles hospital makes any claim for commissions for pictures taken during the three year period following the Closing Date for security purposes (i.e., extinguished or compromised under the Plan (including any exhibits theretoother than for pictures sold), the Confirmation Order or other agreement or order of Seller shall indemnify the Bankruptcy Court (the impact of Buyer for any such discharge, extinguishment or compromise, amounts; provided that such amounts do not exceed $50,000; and provided further that the “Bankruptcy Treatment”). If the Reorganized Debtors intend to contest the amount or validity provisions of any Contura Excluded Liability that is payable in cash Section 12.4 shall apply as an Administrative Claim or if such claim were a Priority Claim or other claim payable in cash after taking into account the Bankruptcy Treatment, then the Reorganized Debtors shall provide Contura with three Business Days’ advance written notice to the extent practicable. The Parties hereby agree that, notwithstanding the Benefits and Costs Administration Agreement, in the case of each payment to be made in respect of property taxes relating to a postpetition period where a portion of the payment to be made constitutes an Assumed Liability and a portion constitutes an Excluded Liability, ANR shall pay the full amount of such payment no later than when due, and Contura shall reimburse ANR for the Assumed Liability portion of such payment (i.e., the portion relating to the period after the Closing Date) within ten calendar days of receipt of evidence of such payment being made. Except as and to the extent expressly provided in this paragraph 1(F), nothing in this Agreement shall limit or otherwise alter the obligations of the Parties under the Benefits and Costs Administration AgreementThird Party Claim.

Payment of Excluded Liabilities. From (a) Seller shall pay, or make adequate provision for the timely payment, in full all of the Excluded Liabilities and after the date other Liabilities of Seller under this Agreement. (b) If any such Liabilities are not so paid or provided for, ANR covenants and agrees if Buyer reasonably determines that it shall pay all Excluded Liabilities relating failure to make any payments will impair Buyer's use or enjoyment of the Purchased Assets or conduct of the Business with the Purchased Business Assets, Buyer may, at any time after the Closing Date give written notice to Seller of the same (“Excluded Liability Payment Notice”). Buyer may elect to make all such payments directly (but shall have no obligation to do so) and recover the amount so paid from Seller (including making claim under the Escrow Agreement for the same, but if such a claim is paid under the Escrow Agreement Seller shall promptly replenish the Escrow Amount for the amount so paid) unless Seller gives written notice to Buyer within fifteen (15) days after the Excluded Liability Payment Notice of its objection to payment, providing with reasonable specificity its defenses to payment of such Excluded Liability (“Excluded Liability Objection Notice”). If such an Excluded Liability Objection Notice is given, the Buyer and Seller shall negotiate in good faith to resolve such the dispute within fifteen (15) days after the delivery of the Excluded Liability Objection Notice (the “Contura Excluded LiabilitiesObjection Discussion Period”) no later than when due), as and and, if the dispute is resolved that parties shall act or fail to act accordingly. If the disputed matters are not resolved during the Objection Discussion Period, then the parties shall submit such dispute to the extent payable Independent Accountants. Each of Buyer and Seller will have the opportunity to present to, and discuss with, the Independent Accountants any material related to the dispute. The determination shall be made by the arbitrator within thirty (30) days after taking into account the impact submission of the Bankruptcy Treatment (as defined below) and without any offset or withholding whatsoever, it being understood that dispute to the extent the due date for a given Contura Excluded Liability is provided for in the Plan, the Confirmation Order, any other order of the Bankruptcy Court (and any settlements previously approved by the foregoing) or applicable law, the due date for purposes hereof shall be as set forth in the Plan, Confirmation Order, other order of the Bankruptcy Court or applicable law, as the case may beit, and the nature arbitrator’s decision will be final and binding upon the parties. The fees and expenses of the consideration, if any, to arbitrator shall be paid likewise will be governed borne by such documents or applicable law. Notwithstanding the preceding sentence, (i) nothing herein shall prevent or restrict party that is not the Reorganized Debtors from contesting the validity or amount of any asserted Contura Excluded Liability (it being understood that the indemnification provided for prevailing party in the first sentence of dispute. (c) This Section 2 below shall include any Losses incurred by the Contura Indemnified Parties as a result of any such contest relating 6.14 is not intended to Administrative Claims affect or Priority Claims displace Buyer’s rights to Indemnification under the Plan or other claims payable in cash after taking into account the Bankruptcy Treatment, but only as and Section 7.2(c) except to the extent that the Losses relate liabilities covered hereby are paid or resolved pursuant to any unsuccessful portion of such contest) and (ii) nothing herein shall be construed as an assumption by the Reorganized Debtors of any Contura Excluded Liability to the extent it was discharged, extinguished or compromised under the Plan (including any exhibits theretoSection 6.14(b), the Confirmation Order or other agreement or order of the Bankruptcy Court (the impact of any such discharge, extinguishment or compromise, the “Bankruptcy Treatment”). If the Reorganized Debtors intend to contest the amount or validity of any Contura Excluded Liability that is payable in cash as an Administrative Claim or a Priority Claim or other claim payable in cash after taking into account the Bankruptcy Treatment, then the Reorganized Debtors shall provide Contura with three Business Days’ advance written notice to the extent practicable. The Parties hereby agree that, notwithstanding the Benefits and Costs Administration Agreement, in the case of each payment to be made in respect of property taxes relating to a postpetition period where a portion of the payment to be made constitutes an Assumed Liability and a portion constitutes an Excluded Liability, ANR shall pay the full amount of such payment no later than when due, and Contura shall reimburse ANR for the Assumed Liability portion of such payment (i.e., the portion relating to the period after the Closing Date) within ten calendar days of receipt of evidence of such payment being made. Except as and to the extent expressly provided in this paragraph 1(F), nothing in this Agreement shall limit or otherwise alter the obligations of the Parties under the Benefits and Costs Administration Agreement.