Common use of Assumption of Liabilities and Obligations Clause in Contracts

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) Subject to At the provisions of paragraph 7Closing, as of the Closing Date, Broadcasting ATS shall assume and undertake agree to pay, discharge and perform the following obligations and liabilities of Meridian (collectively, the "Meridian Assumed Obligations"): (i) all of the obligations and liabilities of Seller relating to a Station Meridian under the Assumed Contracts ATS Assumable Agreements, (ii) all obligations and liabilities of Meridian with respect to the ownership and operation of the Meridian Assets and the conduct of the Meridian Business, on and after the Closing Date, and (iii) all obligations and liabilities of Meridian arising from or relating to the time period beginning on acquisition, ownership or operation of the New Sites, if any, whether arising out of events occurring on prior to or after the Closing Date. Subject to Date (the LMA"New Site Assumed Obligations"), all other except for such obligations and liabilities (A) that arise from grossly negligent or willful misconduct 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 Meridian prior to the Closing Date and or (ivB) any forfeiture, claim the existence of which is in contravention of (I) representations or pending litigation or proceeding relating warranties made by Meridian pursuant to the business provisions of Article 3, (II) covenants or operations of any Station prior agreements made by Meridian pursuant to the Closing Dateprovisions of Section 5.6, shall remain and be the obligation and liability solely of Seller. Other than as specified in the first sentence or (III) provisions of this paragraph 4Agreement requiring the approval of ATS; provided, Buyerhowever, directly or indirectlythat notwithstanding the foregoing, ATS shall not assume no liabilities or obligations of Seller and agree to pay, and shall not be liable therefor. If Buyer is liable by operation of law for obligated with respect to, the Meridian obligation and liabilities of Seller not expressly assumed by Buyerreferred to in Section 2.2(b) (the "Meridian Nonassumed Obligations"); provided further, then Seller however, that, notwithstanding the preceding proviso or Section 2.2(b), the term "Meridian Nonassumed Obligations" shall not be liable to Buyer with respect to such liabilities unless include, and to the extent Seller is liable to Buyer under Seller's indemnification obligations under paragraph 18. Xx. Xxxxxxx Xxxxxxx Page 5 January 16, 1998term "

Assumption of Liabilities and Obligations. (a) Subject to At the provisions of paragraph 7Closing, as of the Closing Date, Broadcasting ATS shall assume and undertake agree to pay, discharge and perform the following obligations and liabilities of Meridian (collectively, the "Meridian Assumed Obligations"): (i) all of the obligations and liabilities of Seller relating to a Station Meridian under the Assumed Contracts ATS Assumable Agreements, (ii) all obligations and liabilities of Meridian with respect to the ownership and operation of the Meridian Assets and the conduct of the Meridian Business, on and after the Closing Date, and (iii) all obligations and liabilities of Meridian arising from or relating to the time period beginning on acquisition, ownership or operation of the New Sites, whether arising out of events occurring on prior to or after the Closing Date. Subject to Date (the LMA"New Site Assumed Obligations"), all other except for such obligations and liabilities (A) that arise from grossly negligent or willful misconduct 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 Meridian prior to the Closing Date and or (ivB) any forfeiture, claim the existence of which is in contravention of (I) representations or pending litigation or proceeding relating warranties made by Meridian pursuant to the business provisions of Article 3, (II) covenants or operations of any Station prior agreements made by Meridian pursuant to the Closing Dateprovisions of Section 5.6, shall remain and be the obligation and liability solely of Seller. Other than as specified in the first sentence or (III) provisions of this paragraph 4Agreement requiring the approval of ATS; provided, Buyerhowever, directly or indirectlythat notwithstanding the foregoing, ATS shall not assume no liabilities or obligations of Seller and agree to pay, and shall not be liable therefor. If Buyer is liable by operation of law for obligated with respect to, the Meridian obligation and liabilities of Seller not expressly assumed by Buyerreferred to in Section 2.2(b) (the "Meridian Nonassumed Obligations"); provided further, then Seller however, that, notwithstanding the preceding proviso or Section 2.2(b), the term "Meridian Nonassumed Obligations" shall not be liable to Buyer with respect to such liabilities unless include, and to the extent Seller is liable to Buyer under Seller's indemnification obligations under paragraph 18. Xx. Xxxxxxx Xxxxxxx Page 5 January 16, 1998term "