Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as they relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Assets or its operation of the Station on or after the Closing Date. Buyer shall not assume any other obligations or liabilities of Seller, including (i) any obligations or liabilities under any Contract not included in the Assumed Contracts, (ii) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the operation of the Station prior to the Closing, (iv) any obligations or liabilities arising under capitalized leases or other financing agreements, (v) any obligations or liabilities arising under agreements entered into other than in the ordinary course of business, (vi) any obligations or liabilities of Seller under any employee pension, retirement, health and welfare or other benefit plans or collective bargaining agreements, (vii) any obligation to any employee of the Station for severance benefits, vacation time, or sick leave accrued prior to the Closing Date, or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of Seller prior to the Closing, and all such obligations and liabilities shall remain and be the obligations and liabilities solely of Seller.
Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Sellers under the Licenses and the Assumed Contracts to the extent that either (a) the obligations and liabilities relate to the time after the Effective Time or (b) Buyer received a Working Capital Credit therefor under Section 2.5(a) as a result of the proration of such obligations and liabilities. Buyer shall not assume any other obligations or liabilities of any Seller, including (i) any obligations or liabilities under any Contract (including any film or programming license agreement) not included in the Assumed Contracts, (ii) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Effective Time except insofar as Buyer receives a Working Capital Credit therefor under Section 2.5(a), (iii) any claims, litigation, or proceedings relating to the operation of the Stations prior to the Closing, whether asserted or filed before or after the Effective Time, (iv) any obligations or liabilities of any Seller under any management incentive, employee pension, retirement, or other benefit plans, (v) any obligations or liabilities of any Seller under any collective bargaining agreements, (vi) any obligation to any employee of the Stations for severance benefits, vacation time, or sick leave accrued prior to the Closing Date, (vii) any credit agreements, note purchase agreements, indentures, or other financing arrangements, other than leases or agreements listed on Schedule 4.7 and included in the Assumed Contracts, (viii) any agreements entered into other than in the ordinary course of business of the Stations, or (ix) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any Seller prior to the Closing, and all such obligations and liabilities shall remain and be the obligations and liabilities solely of Sellers.
Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall pay, discharge and perform (i) all of the obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as they relate to the time period on and after the Closing Date, and arising out of events occurring on or after the Closing Date, (ii) all obligations and liabilities arising out of events occurring on or after the Closing Date related to Buyer's ownership of the Assets or its conduct of the business or operations of the Station on or after the Closing Date, and (iii) all obligations and liabilities for which Buyer receives a proration adjustment hereunder. All other obligations and liabilities of Seller, including (i) any obligations under any Contract not included in the Assumed Contracts, (ii) any obligations under the Assumed Contracts relating to the time period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the operation of the Station prior to the Closing Date, and (iv) those related to employees as set forth in Section 6.9 herein shall remain and be the obligations and liabilities solely of Seller.
Assumption of Liabilities and Obligations. As of the Closing Date, the Purchaser shall assume and timely pay, discharge and perform when due or payable (i) all the obligations and liabilities of the Seller under the Licenses (to the extent such Licenses are lawfully transferred to the Purchaser) and under the Assumed Contracts, insofar as such obligations and liabilities relate to the time period after the Closing and arise out of events occurring after the Closing or are reflected in the Closing Date Adjusted Working Capital, (ii) all obligations and liabilities arising out of events occurring after the Closing related to the Purchaser's ownership of or control over the Assets or the Purchaser's conduct of the operations of the Facility after the Closing and (iii) those trade payables, accruals and other current liabilities specifically set forth on SCHEDULE 2.5, including those relating to Hired Employees, or to the extent they are included in the Closing Date Adjusted Working Capital. All other obligations and liabilities of the Seller, including, without limitation, any Environmental Claims arising out of, based on or resulting from conditions or circumstances existing or occurring prior to the Closing, any obligations under the Licenses, Assumed Contracts, Cost Reports or Cost Report Settlements relating to any time prior to the Closing, any pending litigation or proceedings relating to the business or operation of the Facility prior to the Closing, any and all wages, salaries, severance, vacation, sick pay or other amounts accrued or payable to the Seller's employees (other than those included in the Closing Date Adjusted Working Capital) and any Employee Plan, Compensation Arrangement, Multi-employer Plan or employment or collective bargaining agreement of the Seller, other than employment agreements that are Assumed Contracts, shall remain and be the obligations and liabilities solely of the Seller. Other than as specified herein, the Purchaser shall assume no liabilities or obligations of the Seller.
Assumption of Liabilities and Obligations. On the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller (a) under the Governmental Permits and the Assumed Contracts insofar as they relate to the time on and after the Closing Date, and (b) that arise out of events related to Buyer's ownership of the Purchased Assets or its operation of the Station on or after the Closing Date. Notwithstanding the foregoing, Buyer shall not assume at any time any other obligations or liabilities of Seller, including (i) any obligations or liabilities under any contract not included in the Assumed Contracts, (ii) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the operation by Seller of the Station prior to the Closing (other than those claims referenced in Section 1.1(f)), (iv) any obligations or liabilities arising under capitalized leases or other financing agreements, (v) except as provided in Section 5.3, any obligations or liabilities of Seller under any employee pension, retirement, health and welfare or other benefit plans or collective bargaining agreements, (vi) except as provided in Sections 1.4(c) and 5.3, any obligation of Seller to any employee of the Station for severance benefits, vacation time, or sick leave accrued prior to the Closing Date, or (vii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of Seller prior to the Closing, and all such obligations and liabilities shall remain and be the obligations and liabilities solely of Seller.
Assumption of Liabilities and Obligations. As of the Closing Date and any Radio Group Closing Date as applicable, Buyer shall assume and undertake to pay, discharge and perform all obligations and liabilities of Sellers under the Licenses, the Assumed Contracts or as otherwise specifically provided for herein to the extent that either (i) the obligations and liabilities relate to the time after the Effective Time of such Closing with respect to the Stations for which Closing has occurred, or (ii) the Purchase Price was reduced pursuant to Section 2.3(b) as a result of the proration of such obligations and liabilities. Buyer shall not assume any other obligations or liabilities of Sellers, including (1) any obligations or liabilities under any Contract not included in the Assumed Contracts, (2) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Effective Time of any Closing to which such Assumed Contracts relate, except insofar as an adjustment therefor is made in favor of Buyer under Section 2.3(b), (3) any claims or pending litigation or proceedings relating to the operation of the Stations prior to such Closing or (4) any obligations or liabilities of Sellers under any employee pension, retirement, or other benefit plans.
Assumption of Liabilities and Obligations. (a) As of the Closing Date, Buyer shall assume and undertake to pay, discharge and perform all the obligations and liabilities of Seller relating to each Station under the Licenses and the Assumed Contracts assumed by Buyer relating to the time period beginning on or arising out of events occurring on or after the Closing Date, including those incurred prior to the Closing Date and performable in accordance with their terms after the Closing Date. All other obligations and liabilities of Seller, including (i) obligations or liabilities under any contract not included in the Assumed Contracts, (ii) obligations or liabilities under any Assumed Contract for which a Consent, if required, has not been obtained as of the Closing, (iii) any obligations and liabilities arising under the Assumed Contracts that relate to the time period prior to the Closing Date or arise out of events occurring prior to the Closing Date and (iv) any forfeiture, claim or pending litigation or proceeding relating to the business or operations of any Station prior to the Closing Date (other than those to be performed in accordance with their terms after the Closing Date), shall remain and be the obligation and liability solely of Seller. Other than as specified in the first sentence of this Section 2.5, Buyer, directly or indirectly, shall assume no liabilities or obligations of Seller and shall not be liable therefor.
Assumption of Liabilities and Obligations. (a) Subject to the provisions of paragraph 7, as of the Closing Date, Broadcasting shall assume and undertake to pay, discharge and perform all the obligations and liabilities of Seller relating to a Station under the Assumed Contracts relating to the time period beginning on or arising out of events occurring on or after the Closing Date. Subject to the LMA, all other obligations and liabilities of Seller, including, without limitation, (i) obligations or liabilities under any contract not included in the Assumed Contracts, (ii) obligations or liabilities under any Assumed Contract for which a consent to assignment, if required, has not been obtained as of the Closing Date, (iii) any obligations and liabilities arising under the Assumed Contracts that relate to the time period prior to the Closing Date and (iv) any forfeiture, claim or pending litigation or proceeding relating to the business or operations of any Station prior to the Closing Date, shall remain and be the obligation and liability solely of Seller. Other than as specified in the first sentence of this paragraph 4, Buyer, directly or indirectly, shall assume no liabilities or obligations of Seller and shall not be liable therefor. If Buyer is liable by operation of law for liabilities of Seller not expressly assumed by Buyer, then Seller shall not be liable to Buyer with respect to such liabilities unless and to the extent Seller is liable to Buyer under Seller's indemnification obligations under paragraph 18. Xx. Xxxxxxx Xxxxxxx Page 5 January 16, 1998
Assumption of Liabilities and Obligations. (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities (collectively, the "Seller Assumed Obligations"): (i) all of the obligations and liabilities of Seller and the Seller Subsidiaries under the Seller Assumable Agreements, and (ii) all obligations and liabilities of Seller and the Seller Subsidiaries with respect to the ownership and operation of the Seller Assets and the conduct of the Seller Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the Seller Nonassumed Obligations.
Assumption of Liabilities and Obligations. (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities of Diablo (collectively, the "Diablo Assumed Obligations"): (i) all of the obligations and liabilities of Diablo under the Diablo Assumable Agreements, and (ii) all obligations and liabilities of Diablo with respect to the ownership and operation of the Diablo Assets and the conduct of the Diablo Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not, except as provided in Section 2.2(c), be obligated with respect to, the Diablo Nonassumed Obligations.
