Common use of Assumption of Liabilities and Obligations Clause in Contracts

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.

Appears in 3 contracts

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Radio Systems Corp /Ma/)

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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 Stations 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 Stations prior to the Closing Date, 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.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Assumption of Liabilities and Obligations. As Except to the extent otherwise allocated pursuant to the Local Marketing Agreement, as of the Closing Date, Buyer shall pay, discharge discharge, and perform (i) all of the obligations and liabilities of Seller Sellers 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 the 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 SellerSellers, including (i) any obligations under any Contract not included in the Assumed ContractsContract, (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 business or the operations of the Station prior to the Closing Date, and (iv) those any claims or pending litigation or proceedings related to employees as set forth in Section 6.9 herein hereof, shall remain and shall be the obligations and liabilities solely of SellerSellers.

Appears in 1 contract

Samples: Asset Purchase Agreement (Ez Communications Inc /Va/)

Assumption of Liabilities and Obligations. (a) As of the Closing Date, Buyer shall assume and undertake to pay, discharge and perform (i) all of the obligations and liabilities of Seller relating to each Station under the Licenses and the Assumed Contracts insofar as they relate assumed by Buyer relating to the time period beginning on and after the Closing Date, and or 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 or liabilities under any Contract 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 relating that relate to the time period prior to the Closing Date, Date or arise out of events occurring prior to the Closing Date and (iiiiv) any claims forfeiture, claim or pending litigation or proceedings proceeding relating to the operation business or operations of the Station any 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 obligation and liabilities liability solely of Seller. Other than as specified herein, Buyer, directly or indirectly, shall assume no liabilities or obligations of any member of the Selling Group.

Appears in 1 contract

Samples: Asset Purchase Agreement (Capstar Broadcasting Partners Inc)

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall pay, discharge discharge, perform and perform assume (i) all of the obligations and liabilities of Seller under the assigned Licenses and the Assumed Contracts insofar as they relate related 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 Stations after the Closing Date, and (iii) all obligations and liabilities which become due and owing after the Closing Date for which Buyer receives a proration adjustment hereunderhereunder (the "Assumed Liabilities"). All other obligations and liabilities of Seller, including (i) any obligations under any Contract contract or leases not included in the Assumed Contractsspecifically assumed under this Agreement, (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 ownership of the Station Stations on or prior to the Closing Date, Date and (iviii) those related to employees all environmental obligations as set forth in Section 6.9 herein 6.5 hereof, shall remain be retained by Seller. The obligations of the parties under this Section 2.6 shall survive the Closing and be the obligations and liabilities solely delivery of Sellerthe deed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Getty Realty Corp /Md/)

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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 tim period on and after the Closing Date, Date and arising arise out of events occurring on or xxcurring 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 Stations after the Closing DateClosing, and (iii) all obligations and liabilities for which Buyer receives a proration adjustment hereunderunder Section 2.4. 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, and (iii) any claims or pending litigation or proceedings relating to the operation of the Station Stations 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.. (The remainder of this page intentionally left blank)

Appears in 1 contract

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)

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 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall pay, discharge discharge, and perform (i) all of the obligations and liabilities of Seller Sellers 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 the 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 SellerSellers, including (i) any obligations under any Contract not included in the Assumed ContractsContract, (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 business or the operations of the Station prior to the Closing Date, and (iv) those any claims or pending litigation or proceedings related to employees as set forth in Section 6.9 herein hereof, shall remain and shall be the obligations and liabilities solely of SellerSellers.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)

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