Assumption of Liabilities; Retained Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, and other than with respect to the Retained Liabilities, Purchaser shall unconditionally assume, subject to and effective as of the Closing, and shall pay, perform and discharge after the Closing when due, each of (and only) the following specifically identified Liabilities of the Divesting Entities (collectively, the “Assumed Liabilities”):
Assumption of Liabilities; Retained Liabilities. On the terms and subject to the conditions set forth in this Agreement, Buyer, at the Closing, will assume the Assumed Liabilities and the Transferred Liabilities. Nothing herein contained will be deemed to transfer or assign the Retained Liabilities to Buyer, and Seller will retain all Retained Liabilities.
Assumption of Liabilities; Retained Liabilities. (a) Upon the terms and subject to the conditions of this Agreement and the Ancillary Agreements, at the Closing, the Purchaser shall assume and shall be solely and exclusively responsible for paying, performing and discharging when due all Liabilities of the Asset Sellers primarily resulting from or relating to the U.S. Business, the Canadian Business or the Mission Hill Business, whether arising before or after the Closing, except for any Retained Liabilities (collectively, the “Assumed Liabilities”). Without limiting the generality of the foregoing, the Assumed Liabilities shall include:
Assumption of Liabilities; Retained Liabilities. (a) Purchaser shall assume at Closing all obligations arising from and after the Cut Off Time from any Contracts or Permits which Purchaser has elected to assume at Closing (“Assumed Liabilities”).
Assumption of Liabilities; Retained Liabilities a) Buyer shall assume at Closing and pay the following obligations ("ASSUMED LIABILITIES") arising from and after Closing: (i) Seller's obligations and liabilities with respect to the Property or operation of the Hotel (including obligations for commissions and similar charges in regard to Bookings) which are disclosed to Buyer in the Offering Schedules; and (ii) any liabilities or obligations relating to the Property or operation of the Hotel arising from acts, omissions, occurrences or matters that take place from and after the Cutoff Time.
Assumption of Liabilities; Retained Liabilities. On and subject to the terms and conditions of this Agreement, Purchaser agrees to assume and become responsible for all Assumed Liabilities at the Closing. Purchaser will not assume or have any responsibility, however, with respect to any other Liability of Seller not included within the definition of Assumed Liabilities (the “Retained Liabilities”).
Assumption of Liabilities; Retained Liabilities. (a) Subject to the terms and upon the conditions set forth in this Agreement, on the Closing Date, Seller shall assign to Buyer and Buyer shall assume from Seller, and thereafter pay or perform when due all liabilities and obligations of Seller, other than Retained Liabilities, including without limitation (i) the Accounts Payable and other Liabilities of Seller assumed pursuant to this Agreement from and after the Effective Time, except those relating to the Excluded Assets or Retained Liabilities, (ii) all Liabilities under the Assumed Contracts, including the Assigned Employment Agreements, arising after the Effective Time, (iii) any and all Tax with respect to the operation of the Business arising out of, or attributable to, any period of time after the Effective Time, and (iv) any Liabilities to the extent of the amount of credit received by Buyer under Section 2.2 (collectively, the “Assumed Liabilities”). For avoidance of doubt, all performance and stay bonuses and other compensation payable by Seller in connection with the Transaction will not constitute Assumed Liabilities.
Assumption of Liabilities; Retained Liabilities. 1.4.1 Assumption of Liabilities DAC11719918 EXECUTION VERSION The Asset Buyer shall assume with effect as of the Closing Date, and shall thereafter pay, perform and discharge as and when due, all Liabilities of the Asset Seller to the extent they are not Retained Liabilities (collectively, the “Assumed Liabilities”). The Assumed Liabilities shall include, without limitation:
Assumption of Liabilities; Retained Liabilities. (a) Except as otherwise provided in Section 3.04(b) below, Purchaser shall assume at Closing and pay the following obligations (“Assumed Liabilities”): (i) Seller’s obligations and liabilities with respect to the Property or operation of the Hotel which this Agreement expressly provides are to be assumed by Purchaser; and (ii) all liabilities relating to the Property or operation of the Hotel that first arise after the Cut-off Time, other than Retained Liabilities, subject to the adjustments and prorations described in Article VIII and the indemnification provisions of this Agreement.
Assumption of Liabilities; Retained Liabilities. (a) Except as otherwise provided in Section 3.02(b) below, the Company shall assume at Closing and pay the following obligations (“Assumed Liabilities”):
