Common use of Assumption of Liabilities and Obligations Clause in Contracts

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. On As of the Closing Date, Buyer shall (a) assume and undertake to pay, discharge, and perform all obligations and liabilities of the Seller (a) under the Governmental Permits Licenses 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 DateDate and those relating to the period prior to the Closing which Buyer agrees to assume pursuant to the prorations and adjustments and (b) shall pay that portion of the principal and interest due and payable following the Closing Date pursuant to the terms of the Credit Agreement dated as of December 29, 1995, among Whitxxxxx Xxxia, Inc. and its 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. 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 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))Closing, (iv) any obligations or liabilities arising under capitalized leases or agreements entered into other financing agreementsthan in the ordinary course of business, (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 DateDate relating to any employee of Seller who is not employed or offered employment by Buyer within the 90-day adjustment period, or (viivi) 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. SECTION 3.

Assumption of Liabilities and Obligations. On As of the Closing Date, Buyer shall (a) assume and undertake to pay, discharge, and perform all obligations and liabilities of the Seller (a) under the Governmental Permits Licenses 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 DateDate and those relating to the period prior to the Closing which Buyer agrees to assume pursuant to the prorations and adjustments and (b) shall pay that portion of the principal and interest due and payable following the Closing Date pursuant to the terms of the Credit Agreement dated as of December 29, 1995, among Whitxxxxx Xxxia, Inc. and its 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. 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 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))Closing, (iv) any obligations or liabilities arising under capitalized leases or agreements entered into other financing agreementsthan in the ordinary course of business, (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 DateDate relating to any employee of Seller who is not employed or offered employment by Buyer within the 90-day adjustment period, or (viivi) 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. On As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of the Seller (ai) under the Governmental Permits Licenses 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 DateDate and (ii) for the expenses of the Station relating to the period prior to the Closing to the extent Buyer receives a credit in its favor with respect thereto under Section 2.3(b). Notwithstanding the foregoing, Buyer shall not assume at any time any other obligations or liabilities of Seller, including including, without limitation, (i) any obligations or liabilities under any contract 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))Closing, (iv) any obligations or liabilities arising under capitalized leases or agreements entered into other financing agreementsthan in the ordinary course of business except to the extent such Contract is included among the Assumed Contracts, (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 DateDate relating to any employee of Seller who is not employed or offered employment by Buyer within the 90-day adjustment period, or (viivi) except as otherwise assumed pursuant to the terms of this Agreement, 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. On the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller the Sellers with respect to (a) under the Governmental Permits and Non-License Assets, including the FC Assumed Contracts insofar (subject to Section 5.9 hereof), as they of the First Closing Date to the extent that either (i) the obligations and liabilities relate to the time on and after the Closing DateEffective Time, or (ii) the Purchase Price was reduced pursuant to Section 2.3(a) as a result of the proration of such obligations and liabilities, and (b) that arise out of events related the License Assets, including the LC Assumed Contracts (subject to Buyer's ownership Section 5.9 hereof) and the FCC Licenses, as of the Purchased Assets License Closing Date to the extent that either (i) the obligations and liabilities relate to the time after the FCC Effective Time, or its operation (ii) the Purchase Price was reduced pursuant to Section 2.3(a) as a result of the Station on or after the Closing Dateproration of such obligations and liabilities. Notwithstanding the foregoing, Buyer shall not assume at any time any other obligations or liabilities of SellerSellers, including (i1) any obligations or liabilities with respect to any Excluded Asset, including any obligations or liabilities under any contract Contract not included in the Assumed Contracts, (ii2) any obligations or liabilities under the FC Assumed Contracts relating to the period prior to the Closing DateEffective Time or under the LC Assumed Contracts relating to the period prior to the FCC Effective Time, subject to Section 5.9 hereof, except insofar as an adjustment therefor is made in favor of Buyer under Section 2.3(a), (iii3) any claims or pending litigation or proceedings relating to the operation by Seller of the Station prior to the First Closing (other than those claims referenced in Section 1.1(f))Date, (iv4) 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 Sellers under any employee pension, retirement, health and welfare or other benefit plans plans, or collective bargaining agreements, (vi5) except as provided all taxes in Sections 1.4(c) and 5.3, any obligation of Seller to any employee connection with the operation of the Station for severance benefits, vacation time, or sick leave accrued prior to the Closing Date, Effective Time or the FCC Effective Time (vii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission as appropriate). The foregoing provisions of Seller prior this Section 2.5 shall be subject to the Closingterms of the JSA with respect to the payment, discharge, and performance of all such obligations and liabilities shall remain that arise with respect to the operation of the Station during the period between the Effective Time and be the obligations and liabilities solely of SellerFCC Effective Time.

Assumption of Liabilities and Obligations. On As of the Closing Date, Buyer shall assume and undertake to pay, discharge, discharge and perform all (a) any obligation or liability of Seller and the License Subsidiaries under the Assumed Contracts, including the collective bargaining agreement referenced on Schedule 3.13 to the extent that either (1) the obligations and liabilities of Seller (a) under the Governmental Permits and the Assumed Contracts insofar as they relate to the time on and period after the Closing Date, Effective Time or (2) the Purchase Price was reduced pursuant to Section 2.5(a) as a result of the proration or adjustment of such obligations and liabilities; (b) that arise out any liability or obligation to any former employee of events related Seller who has been hired by Buyer, attributable to Buyer's ownership any period of the Purchased Assets or its operation of the Station time on or after the Closing Date. Notwithstanding ; (c) any liability or obligation arising out of any litigation, proceeding or claim by any person or entity relating to the business or operations of any Station or any of the Assets with respect to 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 Buyer 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 Buyer to any employee or former employee of Seller 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 consequence of the sale of the Assets hereunder (all of the foregoing, together with other liabilities or obligations expressly assumed by Buyer hereunder, are referred to herein collectively as the "Assumed Liabilities"). Buyer shall not be required to assume at any time any other obligations or liabilities of Seller, including the following: (i) any obligations or liabilities under any contract not included in the Assumed ContractsExcluded Contract, (ii) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Closing DateEffective Time except insofar as a proration or adjustment therefor is made in favor of Buyer under Section 2.5(a), (iii) any claims liability or pending litigation obligation arising out of any litigation, proceeding or proceedings claim by any person or entity relating to the operation by Seller business or operations of any Station or any 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 Assets with respect to any employee of the Station for severance benefits, vacation time, events or sick leave accrued circumstances that occur or exist prior to the Closing Date, or (viiiv) any credit agreements, note purchase agreements, indentures, or other financing arrangements (other than any Assumed Contracts) of Seller, and (v) subject to Section 6.12, any liability under Applicable Environmental Laws relating to the period prior to Closing. Buyer shall perform all obligations or liabilities caused by, arising out of, of the Assets (including the Assumed Contracts and the Licenses) on or resulting from any action or omission after the Closing Date. Seller shall retain all liabilities of Seller prior to the Closing, and all such obligations and liabilities shall remain and be the obligations and liabilities solely of Sellernot assumed by Buyer.

Assumption of Liabilities and Obligations. On (a) As of the Closing Date, Buyer shall assume and undertake to pay, discharge, discharge and perform all the obligations and liabilities of Seller (a) relating to the Station under the Governmental Permits 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 (b) that arise or arising out of events related to Buyer's ownership of the Purchased Assets or its operation of the Station occurring on or after the Closing Date. Notwithstanding the foregoing, Buyer shall not assume at any time any All other obligations or and liabilities of Seller, including (i) any obligations or liabilities under any contract not included in the Assumed Contracts, (ii) any obligations or liabilities under any Assumed Contract for which a Consent, if required, has not been obtained as of the Closing (until such consent has been obtained), (iii) any obligations and liabilities arising under the Assumed Contracts relating that relate to the time period prior to the Closing Date or arise out of events occurring prior to the Closing Date, (iiiiv) any claims forfeiture, claim or pending litigation or proceedings proceeding relating to the operation by Seller business or operations of the Station prior to the Closing Date, and (other than those claims referenced in Section 1.1(f)), (ivv) 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 with respect employees of the Station for severance benefitswho are not employed by Buyer, 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 obligation and liabilities 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. 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 the Seller is liable to Buyer under its indemnification obligations under Article XI.

Assumption of Liabilities and Obligations. On As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller (a) under the Governmental Permits Licenses and the Assumed Contracts insofar as they relate to the time period on and after the Closing Date, (b) with respect to which an adjustment to the Purchase Price is made in favor of Buyer pursuant to Section 2.3(b), (c) to any former employee of Seller who is hired by Buyer insofar as such obligations and liabilities relate to the period on and after the Closing Date, and (bd) that arise arising out of events related to Buyer's ownership of the Purchased Assets business or its operation operations of the Station on or and after the Closing Date. Notwithstanding the foregoing, Buyer shall not assume at any time any other obligations or liabilities of Seller, including including, without limitation (i) any obligations or liabilities under any contract Contract not included in the Assumed Contracts, (ii) any obligations or liabilities under the Licenses or Assumed Contracts relating to the period prior to the Closing Date, (iii) any claims or pending claims, litigation or proceedings relating to the Seller’s operation by Seller of the Station prior to the Closing (other than those claims referenced in Section 1.1(f))Closing, (iv) any obligations or liabilities arising under capitalized leases or other financing agreementsagreements not assumed by Buyer, and (v) except as provided in Section 5.3, any obligations or liabilities of Seller under any employment agreement, employee pension, retirement, health and welfare pension or other benefit plans retirement plan or collective bargaining agreements, (vi) except as provided in Sections 1.4(c) and 5.3, agreement or any obligation other employment obligations of Seller or relating to any employee Seller’s employees (all of the Station for severance benefits, vacation time, or sick leave accrued prior foregoing are referred to hereinafter collectively as 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 Retained Liabilities”). All Seller Retained Liabilities shall remain and be the obligations and liabilities solely of Seller.

Assumption of Liabilities and Obligations. On (a) Subject to the ----------------------------------------- provisions of Paragraph 7, as of the Closing Date, Buyer shall assume and undertake to pay, discharge, discharge and perform all only the obligations and liabilities of Seller (a) under the Governmental Permits and the Assumed Contracts insofar as they relate relating to the time period beginning on and after the Closing Date, and (b) that arise or arising out of events related to Buyer's ownership of the Purchased Assets or its operation of the Station occurring on or after the Closing Date. Notwithstanding the foregoing, Buyer shall not assume at any time any All other obligations or and liabilities of Seller, including including, but not limited to (i) any obligations or liabilities under any contract not included in the Assumed Contracts, (ii) any obligations or liabilities under the any Assumed Contracts relating Contract for which a consent to the period prior to assignment, if required, has not been obtained as of the Closing Date, (iii) any claims 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 proceedings proceeding 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 obligation and liabilities liability solely of Seller. Other than as specified in the first sentence of this Paragraph 4, notwithstanding anything contained in this Agreement to the contrary, Buyer does not assume or agree to pay, directly or indirectly, satisfy, discharge or perform, and will not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the execution of this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have agreed to pay, satisfy, discharge or perform, any liability or obligation of the Seller other than the Assumed Contracts.

Assumption of Liabilities and Obligations. On As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities Liabilities of Seller to be assumed, observed and performed by Seller from and after the Closing Date (collectively, the "Assumed Liabilities") (a) under the Governmental Permits FCC Licenses and the Assumed Contracts insofar as they relate to the time such Liabilities arise on and after the Closing Date and relate to the period on or after the Closing Date, (b) with respect to which an adjustment to the Purchase Price is made in favor of Buyer pursuant to Section 2.4(b), and (bc) that to any employee of Seller who is hired by Buyer insofar as such Liabilities arise out of events related on and after the Closing Date and relate to Buyer's ownership of the Purchased Assets or its operation of the Station period on or after the Closing Date. Notwithstanding the foregoing, Buyer shall not assume at any time any other obligations or liabilities of Seller, including including, without limitation, (i) any obligations or liabilities Liabilities under any contract not included in the Assumed ContractsContract which is an Excluded Asset, (ii) any obligations or liabilities Liabilities under the Assumed Contracts relating to the period prior to the Closing Date, (iii) any claims or pending or threatened 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))Closing, (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 Liabilities of Seller under any employee pension, retirement, health Elcom Employee Benefit Plans and welfare or other benefit plans or collective bargaining agreements, (viv) except as provided in Sections 1.4(c) and 5.3, any obligation Liabilities of Seller to for any employee accrued vacation pay for any employees of the Station for severance benefits, vacation time, or sick leave accrued prior (except to the Closing Dateextent provided for in Section 8.4(b) hereof). Except as expressly set forth in this Section 2.6, Buyer does not assume any Liabilities of the Seller or (vii) the Station and Seller shall defend, indemnify and hold Buyer harmless from and against 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 Liabilities of the Seller and liabilities shall remain and be the obligations and liabilities solely of SellerStation other than those expressly assumed herein.