Common use of Assumption of Liability Clause in Contracts

Assumption of Liability. By accepting the Deed and closing the Transaction, Buyer shall thereby assume and take responsibility and liability for (but does not agree to indemnify the Seller Parties against) the following: (a) any and all Liabilities attributable to the Property to the extent that the same arise or accrue on or after the Closing and are attributable to events or circumstances which arise or occur on or after the Closing; and (b) except as set forth in the final sentence of this Section 4.2.3, any and all Liabilities with respect to the structural, physical or environmental condition of the Property, whether such Liabilities are latent or patent, whether the same arise or accrue before, on or after the Closing, and whether the same are attributable to events or circumstances which may arise or occur before, on or after the Closing, including, without limitation, all Environmental Liabilities; and (c) except as set forth in the final sentence of this Section 4.2.3, any and all Liabilities that arose or accrued prior to the Closing or are attributable to events which arose or occurred prior to the Closing, but only if Buyer is deemed to know about the same on or before the Closing; and (d) any and all Liabilities with respect to which Buyer receives a credit at Closing, but only to the extent of such credit. Buyer acknowledges and agrees that the Liabilities to be assumed by Buyer pursuant to each of the foregoing clauses are intended to be independent of one another, so Buyer shall assume Liabilities described in each of the clauses even though some of those Liabilities may be read to be excluded by another clause. Notwithstanding the foregoing, any tort claims brought with respect to the Property, to the extent that the same arises or accrues as a result of an injury that arose or occurred prior to the Closing, shall not be assumed by Buyer as a result of clause (b) or clause (c) unless the same are caused by the acts or omissions of any Buyer’s Representatives.

Assumption of Liability. By accepting the Deed and closing the TransactionExcept as expressly provided herein, Buyer shall thereby assume and take responsibility and liability not assume, nor in any way be liable or responsible for any claims, lawsuits, liabilities, obligations or debts of Seller, including without limitation (but does not agree i) malpractice claims asserted by patients of the Facility or any other tort claims asserted against Seller, claims for breach of contract, or any claims of any kind asserted by patients, former patients, employees of Seller or any other party that are based on acts or omissions occurring on or before the Closing Date; (ii) amounts due or that may become due to indemnify the Seller Parties against) the following: (a) Medicaid and/or Medicare or any and all Liabilities other health care reimbursement or payment intermediary on account of health care reimbursement cost report adjustments or other payment adjustments attributable to the Property to the extent that the same arise or accrue on or after the Closing and are attributable to events or circumstances which arise or occur on or after the Closing; and (b) except as set forth in the final sentence of this Section 4.2.3, any and all Liabilities with respect to the structural, physical or environmental condition of the Property, whether such Liabilities are latent or patent, whether the same arise or accrue before, on or after the Closing, and whether the same are attributable to events or circumstances which may arise or occur before, on or after the Closing, including, without limitation, all Environmental Liabilities; and (c) except as set forth in the final sentence of this Section 4.2.3, any and all Liabilities that arose or accrued period prior to the Closing Date; (iii) any form of Medicaid and/or Medicare or are attributable other health care reimbursement recapture, adjustment or overpayment whatsoever with respect to events which arose or occurred any period prior to the Closing, but only if Buyer is deemed to know about the same on or before the ClosingClosing Date; and (div) any accounts payable, employment or other taxes, and all Liabilities with respect any other obligation or liability of Seller to which Buyer receives a credit at Closing, but only to pay money whatsoever. Notwithstanding the extent of such credit. Buyer acknowledges and agrees that the Liabilities to be assumed by Buyer pursuant to each provisions of the foregoing clauses are intended to be independent immediately preceding paragraph, on the Closing Date, contingent upon the consummation of one anotherthe transactions contemplated hereby, so Buyer shall assume Liabilities described and thereafter in each of due course fully satisfy those obligations arising under the clauses even though some of those Liabilities may be read Designated Contracts (defined herein) specified pursuant to be excluded Paragraph 1.4 below and assigned by another clause. Notwithstanding the foregoingSeller to Buyer, any tort claims brought with respect to, and only with respect to, performance and payments owed that become due thereunder subsequent to the PropertyClosing Date. Liabilities and obligations under such Designated Contracts that have accrued, to or the extent that the same arises performance of which is due, on or accrues as a result of an injury that arose or occurred prior to the ClosingClosing Date, and all liabilities and obligations under all other Contracts shall not be assumed by Buyer as a result remain the sole responsibility of clause (b) or clause (c) unless the same are caused by the acts or omissions of any Buyer’s RepresentativesSeller.

Assumption of Liability. By accepting the Deed and closing the TransactionExcept as expressly provided herein including, but not limited to Section 2.2 herein, Buyer shall thereby assume and take responsibility and liability not assume, nor in any way be liable or responsible for any claims, lawsuits, liabilities, obligations or debts of Sellers, including without limitation (but does not agree i) malpractice claims asserted by patients of the Therapy Business or any other tort claims asserted against Sellers, claims for breach of contract, or any claims of any kind asserted by patients, former patients, employees of Sellers or any other party that are based on acts or omissions occurring on or before the Closing Date; (ii) amounts due or that may become due to indemnify the Seller Parties against) the following: (a) Medicaid and/or Medicare or any and all Liabilities other health care reimbursement or payment intermediary on account of health care reimbursement cost report adjustments or other payment adjustments attributable to the Property to the extent that the same arise or accrue on or after the Closing and are attributable to events or circumstances which arise or occur on or after the Closing; and (b) except as set forth in the final sentence of this Section 4.2.3, any and all Liabilities with respect to the structural, physical or environmental condition of the Property, whether such Liabilities are latent or patent, whether the same arise or accrue before, on or after the Closing, and whether the same are attributable to events or circumstances which may arise or occur before, on or after the Closing, including, without limitation, all Environmental Liabilities; and (c) except as set forth in the final sentence of this Section 4.2.3, any and all Liabilities that arose or accrued period prior to the Closing Date; (iii) any form of Medicaid and/or Medicare or are attributable other health care reimbursement recapture, adjustment or overpayment whatsoever with respect to events which arose or occurred any period prior to the Closing, but only if Buyer is deemed to know about the same on or before the ClosingClosing Date; and (div) any accounts payable, employment or other taxes, and all Liabilities with respect any other obligation or liability of Sellers to which Buyer receives a credit at Closing, but only to pay money whatsoever. Notwithstanding the extent of such credit. Buyer acknowledges and agrees that the Liabilities to be assumed by Buyer pursuant to each provisions of the foregoing clauses are intended to be independent immediately preceding section, on the Closing Date, contingent upon the consummation of one anotherthe transactions contemplated hereby, so Buyer shall assume Liabilities described and thereafter in each of due course fully satisfy those obligations arising under the clauses even though some of those Liabilities may be read Designated Contracts specified pursuant to be excluded Section 1.4 herein and assigned by another clause. Notwithstanding the foregoingSellers to Buyer, any tort claims brought with respect to, and only with respect to, performance and payments owed that become due thereunder subsequent to the PropertyClosing Date. Liabilities and obligations under such Designated Contracts that have accrued, to or the extent that the same arises performance of which is due, on or accrues as a result of an injury that arose or occurred prior to the ClosingClosing Date, and all liabilities and obligations under all other Contracts shall not be assumed by Buyer as a result remain the sole responsibility of clause (b) or clause (c) unless the same are caused by the acts or omissions of any Buyer’s RepresentativesSellers.

Assumption of Liability. By accepting the Deed and closing the Transaction, as between the Seller Parties and Buyer (but without limiting any rights of Buyer as against the Tenant or any third parties), Buyer shall thereby assume and take responsibility and liability for (but does not agree to indemnify the Seller Parties against) the following: (a) any and all Liabilities attributable to the Property to the extent that the same arise or accrue on or after the Closing and are attributable to events or circumstances which arise or occur on or after the Closing; and (b) except as set forth in the final sentence of this Section 4.2.3, any and all Liabilities with respect to the structural, physical or environmental condition of the Property, whether such Liabilities are latent or patent, whether the same arise or accrue before, on or after the Closing, and whether the same are attributable to events or circumstances which may arise or occur before, on or after the Closing, including, without limitation, all Environmental Liabilities; and (c) except as set forth in the final sentence of this Section 4.2.3, any and all Liabilities that arose or accrued prior to the Closing or are attributable to events which arose or occurred prior to the Closing, but only if Buyer is deemed to know about the same on or before the Closing; and (d) any and all Liabilities to the extent that the same arise or accrue as a result of any tort claims in connection with any injury that arose or occurred prior to Closing, but only if Buyer has the right to seek recovery from any tenants or previous tenants of the Property with respect to such tort claims; and (e) any and all Liabilities with respect to which Buyer receives a credit at Closing, but only to the extent of such credit. Buyer acknowledges and agrees that the Liabilities to be assumed by Buyer pursuant to each of the foregoing clauses are intended to be independent of one another, so Buyer shall assume Liabilities described in each of the clauses even though some of those Liabilities may be read to be excluded by another clause. Notwithstanding the foregoing, (1) the foregoing release and waiver is not intended and shall not be construed as affecting or impairing any rights or remedies that Buyer may have against Seller with respect to (i) a breach of any of Seller’s Warranties, (ii) any of the obligations of Seller under this Agreement or the Closing Documents that expressly survive the Closing, or (iii) any acts constituting fraud by Seller, and (2) any tort claims brought with respect to the Property, to the extent that the same arises arise or accrues accrue as a result of an injury events that arose or occurred prior to the Closing, shall not be assumed by Buyer as a result of clause (b) or clause (c) unless except to the extent the same are caused by the acts or omissions of any Buyer’s Representatives.

Assumption of Liability. By accepting the Deed and closing the Transaction, Buyer shall thereby assume and take responsibility and liability for (but does not agree to indemnify the Seller Parties against) the following: (a) any and all Liabilities attributable to the Property to the extent that the same arise or accrue on or after the Closing and are attributable to events or circumstances which arise or occur on or after the Closing; and (b) except as set forth in the final sentence of this Section 4.2.3, any and all Liabilities with respect to the structural, physical or environmental condition of the Property, whether such Liabilities are latent or patent, whether the same arise or accrue before, on or after the Closing, and whether the same are attributable to events or circumstances which may arise or occur before, on or after the Closing, including, without limitation, all Environmental Liabilities; and (c) except as set forth in the final sentence of this Section 4.2.3, any and all Liabilities that arose or accrued prior to the Closing or are attributable to events which arose or occurred prior to the Closing, but only if Buyer is deemed to know about the same on or before the Closing; and (d) any and all Liabilities with respect to which Buyer receives a credit at Closing, but only to the extent of such credit. Buyer acknowledges and agrees that the Liabilities to be assumed by Buyer pursuant to each of the foregoing clauses are intended to be independent of one another, so Buyer shall assume Liabilities described in each of the clauses even though some of those Liabilities may be read to be excluded by another clause. Notwithstanding anything contained in this Agreement to the foregoingcontrary, from and after the Closing Date, Seller shall retain and Buyer shall not be deemed to, assume, be liable or responsible for, release Seller or take subject to any tort claims brought liabilities arising out of the following (collectively, the “Excluded Liabilities”): (i) any claim, demand, liability, loss or damage for personal injury to or property damage suffered by a person which injury or damage occurred prior to the Closing Date and is based on any event which occurred at the Property during the period of Seller’s fee ownership of the Property (except all liabilities with respect to the physical or environmental condition of the Property (regardless of whether such condition existed prior to the Closing Date)), (ii) liabilities for the period prior to the Closing Date relating to the employees at the Property, except to the extent that Buyer receives a credit therefore at the same arises closing of the Transaction and (iii) income or accrues as a result franchise taxes of an injury that arose Seller or occurred its operating tenant or any sales and use or other taxes applicable to the operation of the Property for the period prior to the ClosingClosing Date, shall not be assumed by except to the extent Buyer as receives a result of clause (b) or clause (c) unless the same are caused by the acts or omissions of any Buyer’s Representativescredit therefor.

Assumption of Liability. By accepting the Deed and closing the Transaction, Buyer shall thereby assume and take responsibility and liability for (but does not agree to indemnify the Seller Parties against) the following: (a) any and all Liabilities attributable to the Property to the extent that the same arise or accrue on or after the Closing and are attributable to events or circumstances which arise or occur on or after the Closing; and (b) except as set forth in the final sentence of this Section 4.2.3, any and all Liabilities with respect to the structural, physical or environmental condition of the Property, whether such Liabilities are latent or patent, whether the same arise or accrue before, on or after the Closing, and whether the same are attributable to events or circumstances which may arise or occur before, on or after the Closing, including, without limitation, all Environmental Liabilities; and (c) except as set forth in the final sentence of this Section 4.2.3, any and all Liabilities that arose or accrued prior to the Closing or are attributable to events which arose or occurred prior to the Closing, but only if Buyer is deemed to know about the same on or before the Closing; and (d) any and all Liabilities with respect to which Buyer receives a credit at Closing, but only to the extent of such credit. Buyer acknowledges and agrees that the Liabilities to be assumed by Buyer pursuant to each of the foregoing clauses are intended to be independent of one another, so Buyer shall assume Liabilities described in each of the clauses even though some of those Liabilities may be read to be excluded by another clause. Notwithstanding anything contained in this Agreement to the foregoingcontrary, from and after the Closing Date, Seller shall retain and Buyer shall not be deemed to, assume, be liable or responsible for, release Seller or take subject to any tort claims brought liabilities arising out of the following (collectively, the “Excluded Liabilities”): (i) any claim, demand, liability, loss or damage for personal injury to or property damage suffered by a person which injury or damage occurred prior to the Closing Date and is based on any event which occurred at the Property during the period of Seller’s fee ownership of the Property (except all liabilities with respect to the physical or environmental condition of the Property (regardless of whether such condition existed prior to the Closing Date)), (ii) liabilities for the period prior to the Closing Date relating to the employees at the Property, except to the extent that Buyer receives a credit therefore at the same arises closing of the Transaction and (iii) income or accrues as a result franchise taxes of an injury that arose Seller or occurred its operating tenant or any sales and use or other taxes applicable to the operation of the Property for the period prior to the ClosingClosing Date, shall not be assumed by except to the extent Buyer as receives a result of clause (b) or clause (c) unless the same are caused by the acts or omissions of any Buyer’s Representatives.credit therefor. 4.2.4

Assumption of Liability. By accepting the Deed and closing the Transaction, Buyer shall thereby assume and take responsibility and liability for (but does not agree to indemnify the Seller Parties against) the following: (a) any and all Liabilities attributable to the Phase I Property or Phase IB Property, as applicable, to the extent that the same arise or accrue on or after the applicable Closing and are attributable to events or circumstances which arise or occur on or after the applicable Closing; and (b) except as set forth in the final sentence of this Section 4.2.3, any and all Liabilities with respect to the structural, physical or environmental condition of the Phase I Property or Phase IB Property, as applicable, whether such Liabilities are latent or patent, whether the same arise or accrue before, on or after the applicable Closing, and whether the same are attributable to events or circumstances which may arise or occur before, on or after the applicable Closing, including, without limitation, all Environmental Liabilities; and (c) except as set forth in the final sentence of this Section 4.2.3, any and all Liabilities that arose or accrued prior to the applicable Closing or are attributable to events which arose or occurred prior to the applicable Closing, but only if Buyer is deemed to know about the same on or before the Closingapplicable Closing (excluding Liability to the extent the same arise or accrue as a result of any tort claims); and (d) Intentionally Deleted; and (e) any and all Liabilities with respect to which Buyer receives a credit at the applicable Closing, but only to the extent of such credit. Buyer acknowledges and agrees that the Liabilities to be assumed by Buyer pursuant to each of the foregoing clauses are intended to be independent of one another, so Buyer shall assume Liabilities described in each of the clauses even though some of those Liabilities may be read to be excluded by another clause. Notwithstanding the foregoing, any tort claims brought with With respect to the Property, to the extent that the same arises or accrues as a result of an injury that arose or occurred prior to the Closing, shall not be assumed by Buyer as a result of clause (b) or clause those specific Liabilities in subsection (c) unless the same are caused by the acts or omissions of above that Buyer does not assume and take responsibility and liability for, Buyer shall be permitted to join Seller in any Buyer’s Representativeslawsuit filed against Buyer related thereto.