Transferee Liability. In the event that any liability is asserted against the Trustee as recipient of the property transferred to the Trustee hereunder, on account of any claimed liability of or through CRC, the Trustee may use such part of the Trust Estate as may be reasonable for contesting any such liability and in payment thereof, including reasonable attorney's fees incurred in connection therewith.
Transferee Liability. The parties hereto acknowledge and agree that:
Transferee Liability. In the event that any liability is asserted against the Trustees as recipients of the property transferred to the Trustees hereunder, on account of any claimed liability of or through the Company, the Trustees may use such part of the Trust Corpus as may be reasonable for contesting any such liability and in payment thereof, including reasonable attorneys' fees incurred in connection therewith.
Transferee Liability. Prior to the Closing Date, Sellers agree to notify the appropriate state taxing authority of the transfers contemplated hereunder and obtain a certificate from such authority showing that all tax, penalty and interest assessed against or due from Sellers has been paid, or a clearance certificate from such authority showing that no tax, penalty or interest has been assessed against and is due and unpaid from Sellers.
Transferee Liability. (i) Prior to the third anniversary of the date of this Agreement, the PPB Sub agrees that it shall not sell, convey or otherwise transfer any material assets to a third party, in a single transaction or series of related transactions, if, at the time of such transaction(s) (or pro forma, after giving effect to such transaction(s)), the PPB Sub has Deficient Net Consolidated Assets (as defined below), unless, at least fifteen (15) business days prior to the closing of such transaction(s), (A) each transferee of such Assets delivers to the Purchaser a valid guaranty (in form and substance reasonably satisfactory to the Purchaser), executed by a duly authorized officer of such transferee, unconditionally (1) guaranteeing the Liabilities of the PPB Sub under this Agreement and (2) agreeing to cause any affiliate of such transferee to which such transferee sells, conveys or otherwise transfers any material assets to deliver a comparable guaranty as a condition precedent to such transaction; provided that (1) the PPB Sub shall remain bound in all respects by the terms of this Agreement, (2) the maximum liability that any such transferee will have under this Agreement shall be equal to the value of the assets acquired from the PPB Sub as of the date of such acquisition and (3) the guaranty delivered to the Purchaser shall set forth the applicable transferee's best estimate of the value of such assets and (B) the PPB Sub delivers to the Purchaser a written certification, duly executed by the chief financial officer of the PPB Sub, as to the PPB Sub's best estimate of the value of such assets.
Transferee Liability. (a) Subject to the further provisions of this Section 6, any assignee or transferee (in either case, a "TRANSFEREE") of all or any portion of the Phase I Land and/or any buildings or other improvements thereon, the Mall I Space and/or any buildings or other improvements thereon, or the SECC Land and/or any buildings or other improvements thereon, including, without limitation, any transferee by way of a foreclosure sale or deed-in-lieu of foreclosure, shall be deemed to have assumed the obligations and liabilities hereunder of the Party from whom such Transferee received its interest in such portion of the Phase I Land, Mall I Space or the SECC Land or such buildings or other improvements (to the extent such obligations or liabilities relate to such portion); provided that, without limiting the foregoing, within five (5) Business Days of written request therefor by the non-transferring Party hereto, the Transferee shall execute a writing, in form and substance reasonably satisfactory to such Transferee and to such non-transferring Party, confirming such assumption. In the event of such a transfer or assignment, the transferring Party (the "TRANSFEROR") shall be released from any obligations arising after the effective date of the transfer or assignment (but not any obligations of the Transferor that are outstanding under this Agreement as of the effective date of the transfer or assignment, and the Transferor and the Transferee shall be jointly and severally liable with respect to such obligations). Each Transferor shall give the other Party hereto at least five (5) Business Days' prior written notice of the transfer or assignment in question and shall furnish a fully-executed copy of the instrument of transfer or assignment, within five (5) Business Days of execution thereof, to the other Party hereto.
Transferee Liability. The parties agree that Buyer will not by virtue of the transactions which are the subject hereof assume any liabilities or obligations of Seller whatsoever except for the Assumed Liabilities, and, accordingly, Seller and Shareholder agree to take all actions necessary to fully protect Buyer from and against any and all transferee liability arising out of the transactions which are the subject of this Agreement. Such actions shall include, without limitation, the following:
Transferee Liability. 29 10.22 Counterparts..................................................... 29 -6-
Transferee Liability. If the Landlord shall sell the Premises or -------------------- transfer its interest in this Lease to a buyer or transferee who will assume and agree to perform and observe the obligations, covenants and conditions by the Landlord herein to be performed or observed, the Landlord, from and as of the date of such sale or transfer, shall be forever released and discharged from any and all of its obligations thereafter arising hereunder.
Transferee Liability. Neither Seller nor any of its Subsidiaries has any Liability for the Taxes of any Person (i) under Treasury regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (ii) as a transferee or successor, (iii) by contract, or (iv) otherwise.
