Common use of Purchaser's Assumption of Obligations Clause in Contracts

Purchaser's Assumption of Obligations. As additional consideration for the purchase and sale of the Property, Purchaser covenants and agrees that from and after Closing it will: (i) assume and perform all of the covenants and obligations of Seller, Seller's predecessors in title and Seller's affiliates (A) pursuant to the Leases and Contracts, including without limitation, those relating to any security deposits, to the extent arising on or after the Closing Date and (B) pursuant to the Leases regarding the physical, environmental or legal compliance status of the Property, whether arising before, on or after the Closing Date; (ii) assume and agree to discharge, perform and comply with each and every liability, duty, covenant, debt or obligation of Seller of any of its affiliates resulting from, arising out of, or in any way related to any licenses and permits and arising on or after the Closing Date; and (iii) assume Seller's obligations to pay, when due (whether on a stated due date or accelerated) any Reimbursable Lease Expenses in accordance with Section 7.9 or any Reimbursable Capital Expenses that are unpaid as of the Closing Date. Purchaser hereby indemnifies and holds Seller harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including but not limited to attorneys' fees and expenses) asserted against or incurred by Seller and arising out of the failure of Purchaser to perform its obligations pursuant to this Section 7.8. The provisions of this Section 7.8 shall survive the Closing without limitation.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Murray Income Properties Ii LTD), Purchase and Sale Agreement (Murray Income Properties Ii LTD), Purchase and Sale Agreement (Murray Income Properties Ii LTD)

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Purchaser's Assumption of Obligations. As additional consideration for the purchase and sale of the Property, Purchaser covenants and agrees that from and after Closing it will: (i) assume and perform all of the covenants and obligations of Seller, Seller's predecessors in title and Seller's affiliates (A) pursuant to the Leases and Contracts, including without limitation, those relating to any security deposits, to the extent arising on or after the Closing Date and (B) pursuant to the Leases regarding the physical, environmental or legal compliance status of the Property, whether arising before, on or after the Closing Date; (ii) assume and agree to discharge, perform and comply with each and every liability, duty, covenant, debt or obligation of Seller of any of its affiliates resulting from, arising out of, or in any way related to any licenses and permits and arising on or after the Closing Date; and (iii) assume Seller's obligations to pay, when due (whether on a stated due date or accelerated) any Reimbursable Lease Expenses in accordance with Section 7.9 or any Reimbursable Capital Expenses that are unpaid as of the Closing Date. Purchaser hereby indemnifies and holds Seller harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including but not limited to attorneys' fees and expenses) asserted against or incurred by Seller and arising out of the failure of Purchaser to perform its obligations pursuant to this Section 7.8. The provisions of this Section 7.8 shall survive the Closing without limitation.its

Appears in 1 contract

Samples: Purchase and Sale Agreement (Murray Income Properties I LTD)

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Purchaser's Assumption of Obligations. As additional consideration for the purchase and sale of the Property, Purchaser covenants and agrees that from and after Closing it will: (i) assume and perform all of the covenants and obligations of Seller, Seller's predecessors in title and Seller's affiliates (A) pursuant to the Leases and ContractsLeases, including without limitation, those relating to any security deposits, to the extent arising on or after the Closing Date and (B) pursuant to the Leases regarding the physical, environmental or legal compliance status of the Property, whether arising before, on or after the Closing Date; and (ii) assume and agree to discharge, perform and comply with each and every liability, duty, covenant, debt or obligation of Seller of any of its affiliates resulting from, arising out of, or in any way related to any licenses and permits and arising on or after the Closing Date; and (iii) assume Seller's obligations to pay, when due (whether on a stated due date or accelerated) any Reimbursable Lease Expenses in accordance with Section 7.9 or any Reimbursable Capital Expenses that are unpaid as of the Closing Date. Purchaser hereby indemnifies and holds Seller harmless from and against any and all claims, liens, damages, demands, causes of action, liabilities, lawsuits, judgments, losses, costs and expenses (including but not limited to attorneys' fees and expenses) asserted against or incurred by Seller and arising out of the failure of Purchaser to perform its obligations pursuant to this Section 7.8. The provisions of this Section 7.8 shall survive the Closing without limitation.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Murray Income Properties I LTD)

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