Common use of Assumption of Liabilities and Obligations Clause in Contracts

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 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) Except as expressly provided in this Agreement, 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 Evergreen Parties shall not assume or become obligated to perform any other obligations debt, liability or liabilities obligation of any SellerEZ Party or relating to any EZ Station whatsoever, including without limitation (i) any obligations or liabilities arising under any Contract (including any film contract, lease or programming license agreement) not included in , other than those arising under the Assumed Contracts, EZ Assumable Agreements; (ii) any obligations or liabilities under the Assumed Contracts EZ Assumable Agreements relating to the period prior to the Effective Time except insofar as Buyer receives a Working Capital Credit therefor under Section 2.5(a), Cut-off Date; (iii) any claims, litigation, Claims or proceedings pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations prior to the Closing, whether asserted or filed before or after Closing (other than as provided in the Effective Time, EZ Stations TBA); (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any Seller EZ Party under any management incentive, employee pension, retirement, or other benefit plans, EZ Employment Arrangement (v) any obligations or liabilities of any Seller including under any collective bargaining agreementsEZ Employee Plan), (vi) including any obligation to any employee of the Stations EZ Station Employee for severance benefits, vacation time, time or sick leave accrued prior to the Closing Date, leave; (vii) any credit agreements, note purchase agreements, indentures, liability for any Taxes attributable to the ownership or other financing arrangements, other than leases operation of the EZ Assets or agreements listed the EZ Stations on Schedule 4.7 and included in or prior to the Assumed Contracts, Cut-off Date; or (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 EZ Party prior to the Closing, and all . All such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of Sellersthe EZ Parties.

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 any Seller 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(a2.4(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(a2.4(a), (iii) any claims, litigation, or proceedings relating to the operation of the Stations Station 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 Station 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 3.7 and included in the Assumed Contracts, (viii) any agreements entered into other than in the ordinary course of business of the StationsStation, 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 (a) assume and undertake to pay, discharge, and perform all obligations and liabilities of Sellers the Seller under the Licenses and the Assumed Contracts to the extent that either (a) the obligations and liabilities insofar as they relate to the time on and after the Effective Time 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 and those relating to the period prior to the Closing which Buyer agrees to assume pursuant to the prorations and adjustments and (b) Buyer received a Working Capital Credit therefor under Section 2.5(a) as a result shall pay that portion of the proration principal and interest due and payable following the Closing Date pursuant to the terms of such obligations the Credit Agreement dated as of December 29, 1995 (the "Credit Agreement"), among Whitxxxxx Xxxia, Inc. and liabilitiesits Affiliates, the several Lenders From Time to Time Parties thereto, CIBC Inc., as Documentation Agent, and Banque Paribas, as Administrative Agent that is allocable to the Station as set forth in Schedule 6.03 to the Credit Agreement. 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)Closing Date, (iii) any claims, litigation, claims or pending litigation or proceedings relating to the operation of the Stations Station prior to the Closing, whether asserted or filed before or after the Effective Time, (iv) any obligations or liabilities arising under agreements entered into other than in the ordinary course of any Seller under any management incentive, employee pension, retirement, or other benefit plansbusiness, (v) any obligations or liabilities of any Seller under any collective bargaining agreements, (vi) any obligation to any employee of the Stations Station for severance benefits, vacation time, or sick leave accrued prior to the Closing Date, (vii) Date relating to any credit agreements, note purchase agreements, indentures, employee of Seller who is not employed or other financing arrangements, other than leases or agreements listed on Schedule 4.7 and included in offered employment by Buyer within the Assumed Contracts, (viii) any agreements entered into other than in the ordinary course of business of the Stations90-day adjustment period, or (ixvi) 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 SellersSeller.

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer Holdings shall assume and undertake to pay, discharge, discharge and perform all obligations and liabilities (a) any obligation or liability of Sellers LIN-Texas under the Licenses and the Assumed Contracts to the extent that either (a) the obligations and liabilities relate to the time period after the Effective Time or Time; (b) Buyer received a Working Capital Credit therefor under Section 2.5(aany liability or obligation to any former employee of LIN-Texas who has been hired by Holdings, attributable to any period of time on or after the Closing Date; (c) any liability or obligation arising out of any litigation, proceeding or claim by any person or entity relating to LIN-Texas's business or operations with respect to the Station or any of the Assets in connection with any events or circumstances that occur or arise on or after the Closing Date; (d) any severance or other liability arising out of the termination of any employee's employment with or by Holdings on or after the Closing Date; (e) any duty, obligation or liability relating to any pension, 401(k) or other similar plan, agreement or arrangement provided by Holdings to any employee or former employee of LIN-Texas on or after the Closing Date; and (f) all state and local sales or use Taxes (or their equivalent) and transfer taxes or recording fees payable as a result consequence of the proration sale of such the Assets hereunder (all of the foregoing, together with other liabilities or obligations and liabilitiesexpressly assumed by Holdings hereunder, are referred to herein collectively as the "Assumed Liabilities"). Buyer Holdings shall not be required to assume any other obligations or liabilities of any Seller, including the following: (iA) any obligations or liabilities under any Contract (including any film or programming license agreement) not included in the Assumed ContractsExcluded Contract, (iiB) any obligations liability or liabilities under the Assumed Contracts obligation arising out of any litigation, proceeding or claim by any Person relating to the period prior LIN-Texas's business or operations with respect to the Effective Time except insofar as Buyer receives a Working Capital Credit therefor under Section 2.5(a), (iii) Station or any claims, litigation, or proceedings relating to the operation of the Stations prior to the Closing, whether asserted Assets in connection with any events or filed before circumstances that occur 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 exist prior to the Closing Date, and (viiC) any credit agreements, note purchase agreements, indentures, or other financing arrangements, arrangements (other than leases or agreements listed on Schedule 4.7 and included in any Assumed Contracts) of LIN-Texas. Holdings shall perform all obligations arising out of the Assets (including the Assumed Contracts, Contracts and the Licenses) on or after the Closing Date. LIN-Texas shall retain all liabilities of LIN-Texas not assumed by Holdings (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"Retained Liabilities").

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 insofar as they relate to the time on and after the Effective Time or (b) Buyer received a Working Capital Credit therefor under Section 2.5(a) as a result Closing Date, and arise out of events related to Buyer's ownership of the proration Assets or its operation of such obligations and liabilitiesa Station on or after the Closing Date. 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 Closing Date, unless such obligation relates to Buyer's programming of the Stations under the Time except insofar as Buyer receives a Working Capital Credit therefor under Section 2.5(a)Brokerage Agreements, the Programming Agreement or the Boston Affiliation Agreement, (iii) any claims, litigation, claims or pending litigation or proceedings relating to the operation of the Stations a Station prior to the Closing, whether asserted unless such obligation relates to Buyer's programming of the Stations under the Time Brokerage Agreements, the Programming Agreement or filed before or after the Effective TimeBoston Affiliation Agreement, (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 any Seller under any management incentive, employee pension, retirement, health and welfare or other benefit plans, (v) any obligations plans or liabilities of any Seller under any collective bargaining agreements, (vivii) any obligation to any employee of the Stations any Station 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 assume and undertake to pay, discharge, and perform all obligations and liabilities of Sellers any Seller 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(a2.4(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(a2.4(a), (iii) any claims, litigation, or proceedings relating to the operation of the Stations either Station 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 either Station 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 3.7 and included in the Assumed Contracts, (viii) any agreements entered into other than in the ordinary course of business of the Stationseither Station, 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 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) Except as expressly provided in this Agreement, 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 EZ Parties shall not assume or become obligated to perform any other obligations debt, liability or liabilities obligation of any SellerEvergreen Party whatsoever, including without limitation (i) any obligations or liabilities arising under any Contract (including any film contract, lease or programming license agreement) not included in , other than those arising under the Assumed Contracts, Evergreen Assumable Agreements; (ii) any obligations or liabilities under the Assumed Contracts Evergreen Assumable Agreements relating to the period prior to the Effective Time except insofar as Buyer receives a Working Capital Credit therefor under Section 2.5(a), Cut-off Date; (iii) any claims, litigation, Claims or proceedings pending or threatened Legal Action to which any Evergreen Party is a party or to which any of the Evergreen Assets or the Evergreen Station is subject relating to the ownership or operation of the Stations Evergreen Assets or the conduct of the business of the Evergreen Station prior to the Closing, whether asserted or filed before or after Closing (other than as provided in the Effective Time, Xxxxxxxxx Xxxxxxx XXX); (iv) any insurance policies of the Evergreen Parties; (v) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any Seller Evergreen Party under any management incentive, employee pension, retirement, or other benefit plans, Evergreen Employment Arrangement (v) any obligations or liabilities of any Seller including under any collective bargaining agreementsEvergreen Employee Plan), (vi) including any obligation to any employee of the Stations Evergreen Station Employee for severance benefits, vacation time, or sick leave accrued prior to the Closing Date, leave; (vii) any credit agreements, note purchase agreements, indentures, liability for any Taxes attributable to the ownership or other financing arrangements, other than leases operation of the Evergreen Assets or agreements listed the Evergreen Station on Schedule 4.7 and included in or prior to the Assumed Contracts, Cut-off Date; or (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 Evergreen Party prior to the Closing, and all . All such obligations and liabilities (the "Evergreen Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of Sellersthe Evergreen Parties.

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 Seller under the Licenses and the Assumed Contracts to the extent that either (a) the obligations and liabilities insofar as they relate to the time on or after the Effective Time or (b) Buyer received a Working Capital Credit therefor under Section 2.5(a) as a result Closing Date, and arise out of events related to Buyer's ownership of the proration Assets or its operation of such the Stations on or after the Closing Date (collectively, the "Assumed Liabilities"); provided, however, that the total amount of obligations and liabilitiesliabilities under the programming agreements listed in Schedule 3.7 (as in effect on the date hereof), whether in cash, barter or otherwise, that Buyer is required to assume at Closing shall in no event exceed Nine Million Dollars ($9,000,000) in the aggregate for all such programming agreements. 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 ContractsContracts or relating to any Excluded Asset, (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)Closing Date, (iii) any claims, litigation, claims or pending litigation or proceedings relating to the operation of the Stations any Station prior to the Closing, whether asserted or filed before or after the Effective Time, (iv) any obligations or liabilities of any Seller arising under any management incentive, employee pension, retirement, capitalized leases or other benefit plansfinancing agreements, (v) any obligations or liabilities arising under agreements (other than any Assumed Contracts) 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, (vivii) 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 SellersSeller.

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 Seller under the Licenses and the Assumed Contracts to the extent that either (a) the obligations and liabilities insofar as they relate to the time on and after the Effective Time or (b) Buyer received a Working Capital Credit therefor under Section 2.5(a) as a result Closing Date, and arise out of events related to Buyer's ownership of the proration Assets or its operation of such obligations and liabilitiesthe Stations on or after the Closing Date. 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)Closing Date, (iii) any claims, litigation, claims or pending litigation or proceedings relating to the ownership or operation of the Stations prior to the Closing, whether asserted or filed before or after the Effective Time, (iv) other than the Assumed Contracts, any obligations or liabilities of any Seller arising under any management incentive, employee pension, retirement, capitalized leases or other benefit plansfinancing 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, including the Employee Plans and the Compensation Arrangements (in each case as defined below), and under any employment, consulting or collective bargaining agreements, (vivii) any obligation to any employee of the Stations for severance benefits, vacation time, or sick leave accrued prior to the Closing Date, (viiexcept that Buyer shall assume the unused vacation time and sick leave of employees of the Stations who are hired by Buyer at Closing subject to Buyer receiving an adjustment in its favor for the value of such time and leave under SECTION 2.3(a) 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 SellersSeller.