Purchaser Assumed Liabilities. The liabilities and obligations of Purchaser under the Material Agreements, the Operating Agreements, the Permitted Exceptions, the Bookings, equipment leases or other leases of Personalty assigned to Purchaser under this Agreement, installment sales contracts pertaining to Personalty assigned to Purchaser under this Agreement, and Permits and warranties assigned to Purchaser pursuant to this Agreement, and any other liability or obligation of Purchaser expressly undertaken under this Agreement or any other document executed by Purchaser at or in connection with the Closing, all to the extent such liabilities or obligations first arise or accrue on or after the Closing Date.
Purchaser Assumed Liabilities. Purchaser shall assume and be responsible for the timely satisfaction or performance, as the case may be, of all Purchaser Assumed Liabilities. With the exception of the Purchaser Assumed Liabilities, Purchaser shall not by execution and performance of this Agreement or otherwise, assume or otherwise be responsible for any liability or obligation of any nature of Seller, Operating Lessee or any Affiliate of Seller or Operating Lessee or claims of such liability or obligation, to the extent arising out of occurrences prior to the Closing Date. Notwithstanding anything to the contrary in this Agreement and in furtherance of the collective net worth requirements set forth in Section 13.6. Purchaser agrees that the obligations of Wxxxxx TCC Hotel Investors V, L.L.C. and of each assignee Purchaser under Section 14.4 below shall be joint and several for all Purchaser Assumed Liabilities which arise on or prior to the second anniversary of the Closing Date and for all Purchaser Assumed Liabilities which arise under the Other Purchase and Sale Agreements on or prior to the second anniversary of the Closing Date.
Purchaser Assumed Liabilities. Purchaser shall assume the following Liabilities, but excluding any Liabilities, in relation to an employee of Seller Parent or its Affiliates who does not become a Transferred Employee as of the Closing Date (other than as described in clause (iv) below): (i) in each case, whether incurred prior to, on or following the Closing Date, under the (A) Collective Bargaining Agreements but only if the Collective Bargaining Agreements are required to be assumed by Law pursuant to Section 6.7(a) and (B) Company Plans (including the Company Plans that have been set forth and designated as such in Section 4.17(a) of the Seller Disclosure Letter, whether or not material), (ii) each compensation or benefit plan, program, policy, agreement or arrangement, including all salaries or wages (including commissions, bonuses, incentive pay, overtime, premium pay, shift differentials and severance pay) accruing after the Closing Date with respect to the Transferred Employees, (iii) each compensation or benefit plan, program, policy, agreement or arrangement (including all salaries or wages, commissions, bonuses, incentive pay, overtime, premium pay, shift differentials and severance pay) transferring by Law, and (iv) any severance Liabilities incurred by Seller Parent or any of its Affiliates as a result of Purchaser’s failure to offer employment to a Business Employee other than an employee of the Conveyed Subsidiaries or their Subsidiaries, and any other Liabilities incurred by Seller Parent or any of its Affiliates on or following the Closing Date as a result of Purchaser and its Affiliates failing to comply with the requirements of Section 6.7(a) and 6.7(b) or, with respect to the UK, where the Business Employee objects to the transfer of his or her employment to Purchaser pursuant to the ARD as a result of a substantial change in working conditions to his or her material detriment (collectively, the “Purchaser Assumed Employee Liabilities”). Purchaser agrees to reimburse Seller Parent, as soon as practicable but in any event within thirty (30) days of receipt of appropriate verification, for all costs and expenses (including workers’ compensation expenses) actually paid by Seller Parent or its Affiliates after the Closing Date as required by applicable Law or any Contract, to the extent that the Liabilities are Purchaser Assumed Employee Liabilities.
Purchaser Assumed Liabilities. The value provided by the Purchaser in consideration of the Company’s issuance of the Purchased Shares shall be the Purchaser’s assumption of the following liabilities of the Company (the “Purchaser Assumed Liabilities”): (a) all liabilities as set forth in the Company Provided Balance Sheet, (b) any liabilities or obligations for the Arowana Litigation, and (c) approximately One Million and Four Thousand Dollars ($1,004,000) in potential liabilities associated with an Exchange Agreement entered into by and between Xxxxxx Xxxxxx Communications, Inc. (“KPC”) and Principal Solar, Inc., a Texas corporation (“PSI-Texas”) dated March 7, 2011. Upon completion of the transactions contemplated by the Exchange Agreement PSI-Texas was merged into KPC on March 11, 2011, and KPC’s name was changed to “Principal Solar, Inc.” The Company’s potential liabilities relating to the Exchange Agreement shall be referred to hereafter as the Company’s “Legacy Merger Liabilities”.
Purchaser Assumed Liabilities. The value provided by the Purchaser in consideration of the sale of the Purchased Shares shall be a Promissory Note of $1,000,000 USD bearing eight (8%) percent interest.
