Xxxxxx’x Liabilities. The Sanitary District shall assume Leland’s Liabilities on or before the Closing Date. Exhibit 3 and Exhibit 4 include a complete list of Leland’s Liabilities to be assumed by the Sanitary District. To the extent any of Leland’s Liabilities cannot be transferred, the Sanitary District shall refinance or otherwise satisfy said liability(ies) associated with financed water and wastewater projects.
Xxxxxx’x Liabilities. On and after the Expiration Date, Xxxxxxx will assume, the following Liabilities (the "Xxxxxxx Liabilities"):
Xxxxxx’x Liabilities. Subject to the restrictions and provisions in this Article 4, Xxxxxxx will have full control over any action taken with respect to all Claims subject to assumption and allocation under Section 2.2.
Xxxxxx’x Liabilities. Xxxxxxx and/or one or more of its Subsidiaries designated by Xxxxxxx shall accept, assume and agree faithfully to perform, discharge and fulfill the Xxxxxxx Liabilities in accordance with their respective terms. Xxxxxxx and such Subsidiaries shall be responsible for all Xxxxxxx Liabilities, regardless of when or where such Xxxxxxx Liabilities arose or arise, or the legal entity that incurred or holds the Xxxxxxx Liability (provided, however, that nothing contained herein shall preclude or inhibit Xxxxxxx from asserting against third parties any defenses available to the legal entity that incurred or holds such Xxxxxxx Liability), or whether the facts on which they are based occurred prior to, at or subsequent to the Distribution Time, regardless of where or against whom such Xxxxxxx Liabilities are asserted or determined or whether asserted or determined prior to the date of this Agreement, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Houston Group or the Xxxxxxx Group, any predecessor of any such member or any of their respective directors, officers, employees, agents or Affiliates;
Xxxxxx’x Liabilities. For the purposes of this Agreement, “Xxxxxxx Liabilities” shall mean the following Liabilities of either Party or any of the members of its Group:
