Common use of Contractual Liabilities Clause in Contracts

Contractual Liabilities. The Seller's Liabilities arising from events occurring after the Closing Date under and pursuant to the following Contracts: (i) The Real Property Lease. (ii) All Contracts described in SCHEDULE 2.1(D); and (iii) Every Contract entered into by the Seller in the ordinary course of business which does not involve consideration or other expenditure by the Seller payable or performable on or after the Closing Date in excess of One Thousand Dollars ($1,000) or performance over a period of more than twelve (12) months. The Contracts described in SECTIONS 3.2(A)(I), (II) and (III) above are hereinafter collectively described as the "Assumed Contracts." The Buyer agrees to indemnify, defend and hold harmless Seller for any Liability, including reasonable attorneys' fees, resulting from any and all guarantees executed in connection with the Real Property Lease assumed by the Buyer pursuant to SECTION 3.2(A)(I) above, to the extent such liability arises out of any events first occurring subsequent to the Closing Date. Buyer assumes no agreement or contract of Seller except the Assumed Contracts.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Outback Steakhouse Inc), Asset Purchase Agreement (Outback Steakhouse Inc)

Contractual Liabilities. The Seller's Liabilities arising from events occurring after the Closing Date under and pursuant to the following Contracts: (i) The Real Property Lease. (ii) All Contracts described in SCHEDULE 2.1(D); and (iii) Every Contract entered into by the Seller in the ordinary course of business which does not involve consideration or other expenditure by the Seller payable or performable on or after the Closing Date in excess of One Thousand Dollars ($1,000) or performance over a period of more than twelve (12) months. The Contracts described in SECTIONS 3.2(A)(I), (II) and AND (III) above are hereinafter collectively described as the "Assumed Contracts." The Buyer agrees to indemnify, defend and hold harmless Seller for any Liability, including reasonable attorneys' fees, resulting from any and all guarantees executed in connection with the Real Property Lease assumed by the Buyer pursuant to SECTION 3.2(A)(I) above, to the extent such liability arises out of any events first occurring subsequent to the Closing Date. Buyer assumes no agreement or contract of Seller except the Assumed Contracts.

Appears in 1 contract

Sources: Asset Purchase Agreement (Outback Steakhouse Inc)