Common use of RESPONSIBILITY FOR LIABILITIES Clause in Contracts

RESPONSIBILITY FOR LIABILITIES. 7.1 The Purchaser shall be responsible for, shall pay, perform and discharge and shall indemnify the Seller Protected Parties against all debts, liabilities and obligations of the Seller under the Business Contracts, to the extent such obligations are (i) required to be paid or performed after the Completion Date or (ii) accrue and relate to ownership of the Assets in the period starting on the Completion Date (other than the Retained Liabilities) and following thereafter and all Losses suffered by the Seller Protected Parties as a result of the failure of the Purchaser to perform such debts, liabilities and obligations (the “Assumed Liabilities”). In addition, the Purchaser shall be responsible for, shall pay, perform and discharge and shall indemnify the Seller Protected Parties against all debts, liabilities and other obligations of the Purchaser and its Affiliates which relate to the ownership of the Assets in the period on and after the Completion Date and all Losses suffered by the Seller Protected Parties as a result of the failure of the Purchaser to perform such debts, liabilities and obligations after the Completion Date. 7.2 The Seller shall be responsible for and shall indemnify the Purchaser Protected Parties against all debts, liabilities and obligations of the Seller and its Affiliates which relate to or arise from the ownership of the Assets in the period up to and including the Completion Date (other than the Assumed Liabilities) (“Retained Liabilities”) and all Losses suffered by the Purchaser Protected Parties as a result of the failure of the Seller or its Affiliates to perform such debts, liabilities and obligations. 7.3 The Purchaser will pay, satisfy, discharge and fulfil all claims and demands (“Purchaser Demands”) relating to any Assumed Liability. If the Seller becomes aware that the Purchaser has failed to discharge any such Purchaser Demand, it may give notice of that fact to the Purchaser and the Purchaser shall provide reasonable evidence within [***] that the Purchaser Demand has been settled. 7.4 The Seller will pay, satisfy, discharge and fulfil all claims and demands (“Seller Demands”) relating to any Retained Liability. If the Purchaser becomes aware that the Seller has failed to discharge any such Seller Demand, it may give notice of that fact to the Seller and the Seller shall provide reasonable evidence within [***] that the Seller Demand in question has been settled.

RESPONSIBILITY FOR LIABILITIES. 7.1 14.1 The Purchaser Buyer hereby undertakes to the Seller (for itself and on behalf of each of the Seller’s Group Companies) that after Completion: 14.1.1 it shall be responsible forduly and properly perform, shall pay, perform assume and pay and discharge when due any Assumed Liabilities and shall indemnify the Seller Protected Parties against all debts, liabilities and obligations of the Seller under the Business Contracts, to the extent such obligations are (i) required to be paid or performed after the Completion Date or (ii) accrue and relate to ownership of the Assets in the period starting on the Completion Date (other than the Retained Liabilities) and following thereafter any and all Losses Costs incurred or suffered by the Seller Protected Parties and/or any of the Seller’s Group Companies as a result of or relating to any Assumed Liabilities; and 14.1.2 it shall indemnify and hold harmless the failure Seller and each of the Purchaser to perform such debts, liabilities Seller’s Group Companies against any Assumed Liabilities and obligations (the “Assumed Liabilities”). In addition, the Purchaser shall be responsible for, shall pay, perform and discharge and shall indemnify the Seller Protected Parties against all debts, liabilities and other obligations of the Purchaser and its Affiliates which relate to the ownership of the Assets in the period on and after the Completion Date any and all Losses Costs incurred or suffered by the Seller Protected Parties and/or any of the Seller’s Group Companies as a result of or relating to any Assumed Liabilities. 14.2 The Seller hereby undertakes to the failure Buyer (for itself and on behalf of each of the Purchaser Buyer’s Group Companies) that: 14.2.1 it shall duly and properly perform, assume and pay and discharge when due any Excluded Liabilities and any and all Costs incurred or suffered by the Buyer and/or any of the Buyer’s Group Companies as a result of or relating to perform such debts, liabilities any Excluded Liabilities; and 14.2.2 it shall indemnify and obligations after hold harmless the Completion DateBuyer and each of the Buyer’s Group Companies against any Excluded Liabilities and any and all Costs incurred or suffered by the Buyer and/or any of the Buyer’s Group Companies as a result of or relating to any Excluded Liabilities. 7.2 14.3 The Buyer undertakes with the Seller that, at any time and from time to time on or after Completion, it will at the cost of the Buyer execute and deliver all such further documents of assumption and acknowledgement and/or take such other action as the Seller may reasonably request in order to effect the release and discharge in full of the relevant Seller’s Group Company from any Assumed Liabilities or the assumption by a Buyer’s Group Company as the primary obligor in respect of any Assumed Liabilities in substitution for the relevant Seller’s Group Company. 14.4 The Seller undertakes with the Buyer that, at any time and from time to time on or after Completion, it will at the reasonable cost of the Seller execute and deliver all such further documents of assumption and acknowledgement and/or take such other action as the Buyer may reasonably request in order to effect the release and discharge in full of the relevant Buyer’s Group Company from any Excluded Liabilities or the assumption by a Seller’s Group Company as the primary obligor in respect of any Excluded Liabilities in substitution for the relevant Buyer’s Group Company. 14.5 The Buyer (for itself and on behalf of each of the Buyer’s Group Companies) shall be responsible for and shall indemnify the Purchaser Protected Parties against all debts, liabilities Seller (for itself and obligations on behalf of each of the Seller’s Group Companies) against any claims from customers for repair or replacement duly made before, on or after Completion under any warranties, representations or guarantees given expressly or by implication of law by any Business Seller and its Affiliates which in respect of any product sold or service supplied to the relevant customers by the relevant Business Seller prior to Completion in the ordinary course of the Business of the relevant Business Seller (save to the extent that such claims relate to the Excluded Liabilities). If any such claim is threatened or arise from the ownership of the Assets in the period up to and including the Completion Date (other than the Assumed Liabilities) (“Retained Liabilities”) and all Losses suffered by the Purchaser Protected Parties as a result of the failure of brought against the Seller or its Affiliates to perform such debtsany of the Seller’s Group Companies, liabilities and obligations. 7.3 The Purchaser will pay, satisfy, discharge and fulfil all claims and demands (“Purchaser Demands”) relating to any Assumed Liability. If the Seller becomes aware that the Purchaser has failed to discharge any such Purchaser Demand, it may give notice of that fact to the Purchaser and the Purchaser shall provide reasonable evidence within [***] that the Purchaser Demand has been settled. 7.4 The Seller will pay, satisfy, discharge and fulfil all claims and demands (“Seller Demands”) relating to any Retained Liability. If the Purchaser becomes aware that the Seller has failed to discharge any such Seller Demand, it may give notice of that fact to the Seller and the Seller shall provide reasonable evidence within [***] not, and shall procure that the relevant Seller’s Group Company shall not, compromise or settle the same but shall notify the Buyer or the relevant Buyer’s Group Company in writing thereof and, subject to being indemnified to its reasonable satisfaction, the Seller Demand shall, and shall procure that the relevant Seller’s Group Company shall, at the request of the Buyer take such action in question has been settledrespect thereof (including lending its name to any legal action) as the Buyer may reasonably require.

RESPONSIBILITY FOR LIABILITIES. 7.1 The Purchaser 10.1 Without prejudice to the Warranties, the Vendors shall be responsible for, shall pay, perform and discharge and shall indemnify keep the Seller Protected Parties against Purchaser fully and effectively indemnified against: 10.1.1 all debts, obligations and liabilities arising from the carrying on of the Business prior to the Completion Date including, for the avoidance of doubt, all liabilities arising (whether before or after the Completion Date) by virtue of the Transfer of Businesses (Protection of Creditors) Ordinance and all liabilities arising (whether before or after the Completion Date) in respect of warranties given to purchasers of services from the Vendors; 10.1.2 all claims by and liabilities to third parties in respect of any negligent act or omission or breach of obligation of the Vendors prior to the Completion Date; 10.1.3 all liabilities or obligations to banks or other non-trade creditors, and all Tax liabilities of the Vendors; 10.1.4 all obligations and liabilities accrued or falling to be performed under, or arising out of the manner of performance of, the Purchased Contracts up to (but excluding) the Completion Date; and 10.1.5 all commissions, fees, expenses, debts, obligations and liabilities owed to Logistics Management and CO Air (China) arising from the carrying on of the Business (whether before or after the Completion Date). The Vendors represent and warrant that no commissions, fees, expenses or any other payments whatsoever arising from the carrying on of the Business shall be payable to Logistics Management or CO Air (China) on or after the Completion Date. 10.2 With effect from the Completion Date the Purchaser shall: 10.2.1 observe and perform or procure to be observed and performed all the obligations of the Seller Vendors under the Business Contracts, to the extent Purchased Contracts and Leases except insofar as such obligations are (i) required to be paid should have been performed before the Completion Date; 10.2.2 assume responsibility for payment for all goods delivered to, or performed services received by, the Purchaser under the Purchased Contracts and Leases on or after the Completion Date whether the invoices for such goods or (ii) accrue and relate to ownership of the Assets in the period starting on services are received before or after the Completion Date (other than Date; and 10.2.3 keep the Retained Liabilities) Vendors fully and following thereafter and all Losses suffered by the Seller Protected Parties as a result of effectively indemnified against any liability howsoever arising from the failure of the Purchaser to perform such debts, liabilities its obligations under Clauses 10.2.1 and obligations (10.2.2. 10.3 Each of the “Assumed Liabilities”). In addition, Vendors agrees with the Purchaser shall be responsible forthat it will, shall in accordance with its normal practice, pay, perform and satisfy or discharge and shall indemnify the Seller Protected Parties against all debts, liabilities and other obligations of the Purchaser and its Affiliates which relate to the ownership of the Assets in the period on and after the Completion Date and all Losses suffered by the Seller Protected Parties as a result of the failure of the Purchaser to perform such debts, liabilities and obligations after the Completion Date. 7.2 The Seller shall be responsible for and shall indemnify the Purchaser Protected Parties against all debts, liabilities and obligations of relating in any way to the Seller and its Affiliates Business which relate to or arise from the ownership of the Assets in the period up to and including the Completion Date (other than the Assumed Liabilities) (“Retained Liabilities”) and all Losses suffered are not expressly assumed by the Purchaser Protected Parties as a result of the failure of the Seller or its Affiliates to perform such debts, liabilities and obligations. 7.3 The Purchaser will pay, satisfy, discharge and fulfil all claims and demands (“Purchaser Demands”) relating to any Assumed Liabilityhereunder. If the Seller Purchaser becomes aware that either of the Purchaser Vendors has failed to discharge any such liabilities and believes that this failure may damage the goodwill of the Business as carried on by the Purchaser Demandafter Completion, it may give notice of that fact to the Purchaser and relevant Vendor. If the Purchaser shall relevant Vendor does not provide reasonable evidence within [***] that the liability in question is disputed, the Purchaser Demand may satisfy such liability on the relevant Vendor's behalf and shall be entitled to immediate reimbursement from the relevant Vendor of the amount paid by the Purchaser, together with interest thereon at the rate of 2% above the best lending rate from time to time of The Hongkong Bank, compounded on the last days of March, June, September and December in each year from and including the date of payment to but not including the date of reimbursement Provided that the said entitlement of the Purchaser to reimbursement shall not arise unless and until the said notice has been settledduly served on the relevant Vendor with reasonable evidence in support of the Purchaser's claim therein. 7.4 The Seller 10.4 With effect from the Completion Date all complaints received by the Vendors or the Purchaser from customers of the Business in relation to services rendered prior to the Completion Date shall be dealt with as follows: 10.4.1 all such complaints shall be referred in the first instance to the Purchaser who will payendeavour to resolve them in accordance with the procedures and practices previously employed by the Vendors in the Business; 10.4.2 if any complaint cannot be resolved by the Purchaser, satisfyit shall be referred to the Vendors who shall be responsible at its own expense for resolving the same; 10.4.3 each Party will provide any information or assistance reasonably requested by another Party in dealing with complaints under this Clause 10.4; 10.4.4 the Vendors will reimburse to the Purchaser on demand all reasonable expenses and costs incurred in dealing with complaints under this Clause 10.4 including, discharge and fulfil all claims and demands (“Seller Demands”) relating without limitation, the full cost of its employees' time involved; 10.4.5 the Purchaser will not make any admission of liability in relation to any Retained Liability. If complaint without the Purchaser becomes aware that relevant Vendor's prior consent (which shall not be unreasonably withheld or delayed) but shall otherwise be free to deal with complaints in a manner consistent with prior practice so as to maintain and preserve the Seller has failed to discharge any such Seller Demand, it may give notice goodwill of that fact to the Seller and the Seller shall provide reasonable evidence within [***] that the Seller Demand in question has been settledBusiness.