Service Contracts and Other Intangible Property. At the Close of Escrow, Seller shall assign to Buyer pursuant to the terms of the General Assignment and Assumption Agreement, all right, title and interest of Seller in and to the Approved Service Contracts and other Intangible Property, and Buyer shall assume all of the obligations of Seller under the Approved Service Contracts arising from and after the Close of Escrow. Buyer shall protect, hold harmless, indemnify and defend Seller and its directors, officers, agents, affiliates, principals, partners, shareholders, representatives and controlling persons from any Losses attributable to the period beginning on and after the Closing Date with respect to the Approved Service Contracts. Seller shall be responsible for all obligations thereunder attributable to the period prior to the Closing Date with respect to Approved Service Contracts (except to the extent that Buyer shall have received a credit hereunder with respect to any such obligations). The provisions of this SECTION 5.5 shall survive the Close of Escrow.
Appears in 5 contracts
Samples: Purchase and Sale Agreement (Aspen Enterprises International Holdings LTD), Purchase and Sale Agreement (Starwood Hotel & Resorts Worldwide Inc), Purchase and Sale Agreement (Starwood Hotel & Resorts Worldwide Inc)
Service Contracts and Other Intangible Property. At the Close of Escrow, Seller shall assign to Buyer pursuant to the terms of the General Assignment and Assumption Agreement, all right, title and interest of Seller in and to the Approved Service Contracts and other Intangible Property, and Buyer shall assume all of the obligations of Seller under the Approved Service Contracts arising from and after the Close of Escrow. Buyer shall protect, hold harmless, indemnify and defend Seller and its directors, officers, agents, affiliates, principals, partners, shareholders, representatives and controlling persons from any Losses attributable to the period beginning on and after the Closing Date with respect to the Approved Service Contracts. Seller shall be responsible for all obligations thereunder attributable to the period prior to the Closing Date with respect to Approved Service Contracts (except to the extent that Buyer shall have received a credit hereunder with respect to any such obligations). The provisions of this SECTION Section 5.5 shall survive the Close of Escrow.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Aspen Enterprises International Holdings LTD), Purchase and Sale Agreement (Aspen Enterprises International Holdings LTD), Purchase and Sale Agreement (Aspen Enterprises International Holdings LTD)
