Assumed and Retained Liabilities. (a) The “
Assumed and Retained Liabilities. Neither NU nor, to the knowledge of NU, any of the NU Subsidiaries has retained or assumed either contractually or by operation of law any liabilities or obligations that would be reasonably likely to form the basis for any Environmental Claim, which would, individually or in the aggregate, have a Material Adverse Effect on NU.
Assumed and Retained Liabilities. Neither CEI nor, to the knowledge of CEI, any of the CEI Subsidiaries has retained or assumed either contractually or by operation of law any liabilities or obligations that would be reasonably likely to form the basis for any Environmental Claim, which would, individually or in the aggregate, have a Material Adverse Effect on CEI.
Assumed and Retained Liabilities. Buyer shall Indemnify Sellers from and against any and all Claims that Sellers incur by reason of any obligation or liability expressly assumed by Buyer pursuant to this Agreement, including, without limitation (A) obligations under the Leases, Offsite Rights Assignment and Assumed Contracts, in each case, to the extent arising or accruing after Closing and, (B) the Hotel Payables with respect to which Buyer has received a proration credit (but only to the extent of such credit). Sellers shall Indemnify Buyer from and against any and all Claims which Buyer incurs by reason of any obligation or liability retained by Sellers pursuant to this Agreement, including, without limitation (i) obligations under the Leases, Offsite Rights Assignment and Assumed Contracts, in each case, to the extent arising or accruing prior to Closing, (ii) any Excluded Contracts and (iii) any Disputed Payables (or any other Hotel Payable except to the extent Buyer has received a proration credit therefor).
Assumed and Retained Liabilities. Sellers, jointly and severally on the one hand, and Buyer on the other hand shall each Indemnify the other from and against any and all Claims that the Indemnified Person incurs by reason of any obligation or liability which is expressly provided to be the obligation or responsibility of the indemnifying Party in this Agreement. Without limiting the generality of the foregoing: (A) Buyer shall Indemnify Sellers from and against any and all Claims that Sellers incur by reason of any Hotel Payable assumed by Buyer hereunder, (B) Sellers shall Indemnify Buyer from and against any and all Claims that Buyer incurs by reason of any Disputed Payable or any Hotel Payable or Tax which remains the responsibility of Sellers hereunder, and (C) Sellers shall reimburse Buyer, within ten Days after written demand therefor, for each Voucher honored by Buyer after 120 Days following Closing for which Buyer has not previously been credited (such reimbursement to be at face value for any Voucher issued in a specific dollar amount, at average rack rates in excess of payment accompanying the Voucher if issued for free or reduced rate rooms, and otherwise at estimated retail value, including sales and other excise taxes which Buyer will be obligated to pay in connection with honoring such Voucher, if issued for food, beverages, other merchandise or services).
Assumed and Retained Liabilities. Except as disclosed in the Filed Company SEC Documents or in the Company Disclosure Letter, none of the Company or the Company Subsidiaries has retained or assumed either contractually or by operation of law any liabilities or obligations that could reasonably be likely to form the basis for any Environmental Claim, which has had and could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Assumed and Retained Liabilities. Except as disclosed in the Filed Parent SEC Documents or in the Parent Disclosure Letter, none of Parent or the Parent Subsidiaries has retained or assumed either contractually or by operation of law any liabilities or obligations that could reasonably be likely to form the basis for any Environmental Claim, which has had and could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
Assumed and Retained Liabilities. Buyer shall Indemnify Seller from and against any and all Claims that Seller incurs relating to the Hotel arising on or after the Closing, or by reason of any obligation or liability which is assumed by Buyer pursuant to this Agreement, including, without limitation (A) obligations accruing under the Hotel Management Agreement after Closing, (B) obligations accruing under the Assumed Contracts after Closing, (C) the Hotel Payables to the extent credited to Buyer, (D) Reservations made in the Ordinary Course, (E) obligations accruing under the Leases after Closing, (F) obligations accruing under the Ground Lease after Closing, (G) any obligation or liability for which Buyer has received a credit under Section 8 or Section 11, and (H) liability arising from Buyer’s failure to pay any Closing cost allocated to it under this Agreement. Seller shall Indemnify Buyer from and against any and all Claims which Buyer incurs by reason of any obligation or liability which is retained by Seller pursuant to this Agreement, including, without limitation and (except to the extent that Buyer has received a credit for such liability or obligation under Section 8 or Section 11): (i) the Employee Liabilities accrued or occurring prior to Closing, including, without limitation any workmans compensation claims ; (ii) any disputed payables not adjusted for under Section 8 or Section 11; and (iii) any obligations or liabilities accruing prior to Closing or arising out of events occurring prior to Closing including those arising under the Hotel Management Agreement, the Ground Lease, the Leases, the Assumed Contracts, Real Estate Taxes, and Operational Taxes (excluding in all events any liabilities or obligations (1) relating to the release or other presence of Hazardous Substances on or about the Hotel or (2) for which Seller has been otherwise released pursuant to this Agreement or the Closing Documents).
Assumed and Retained Liabilities. 7 8.2 Confidentiality.....................................................................................8 8.3 Cooperation and Additional Documents; Omitted Items.................................................9 8.4 Access and Full Disclosure..........................................................................9 8.5 Normal Course of Business..........................................................................10 8.6 Covenant Not to Compete............................................................................10 8.7 Bankruptcy.........................................................................................11 9.
Assumed and Retained Liabilities. Upon the sale and purchase of the Purchased Assets, the Buyer shall assume, pay, perform or discharge when due those liabilities and obligations (and only those liabilities and obligations) of the Company which are listed on Exhibit F. The liabilities to be assumed by the Buyer under this Agreement are hereinafter sometimes referred to as the "Assumed Liabilities". Except to the extent expressly listed on Exhibit F, the Buyer does not assume and shall not be liable for any debt, obligation, responsibility or liability of the Company, or any affiliate of the Company, or any claim against any of the foregoing, whether known or unknown, contingent or absolute, or otherwise.
