Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. Except as set forth in Sections 11 and 12 hereof, Broker expressly does not, and shall not, assume or agree to pay, satisfy, discharge or perform and will not be deemed by virtue of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of or in connection with the consummation of the transactions contemplated hereby or thereby, to have assumed or to have agreed to pay, satisfy, discharge or perform, any liabilities, obligations or commitments of Licensee of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed by Broker, other than the Station Agreements. Licensee will retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations of the Licensee, other than the Station Agreements, including but not limited to, the obligation to assume, perform, satisfy or pay any liability, obligation, agreement, debt, charge, claim, judgment or expense incurred by or asserted against Licensee related to taxes, environmental matters, pension or retirement plans or trusts, profit-sharing plans, employment contracts, employee benefits, severance of employees, product liability or warranty, negligence, contract breach or default, copyright, trademarks, service mark, ▇▇ade name and other intellectual property, or other obligations, claims or judgments asserted against Broker as successor in interest to Licensee. All such liabilities, obligations and commitments of Licensee described in this Section 12.3 shall be referred to herein collectively as the "Retained Liabilities."

Retained Liabilities. Except as set forth Notwithstanding anything contained in Sections 11 and 12 hereofthis Agreement to the contrary, Broker Buyer expressly does not, and shall not, assume or agree to pay, satisfy, discharge or perform and will not be deemed by virtue of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of or in connection with the consummation of the transactions contemplated hereby or thereby, to have assumed or to have agreed to pay, satisfy, discharge or perform, any liabilities, obligations or commitments of Licensee Seller of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed by Brokerto Buyer, other than the Station AgreementsAssumed Liabilities. Licensee Seller will retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations of the LicenseeSeller, other than the Station AgreementsAssumed Liabilities, including but not limited to, the obligation to assume, perform, satisfy or pay any liability, obligation, agreement, debt, charge, claim, judgment or expense incurred by or asserted against Licensee Seller related to taxes, environmental matters, pension or retirement plans or trusts, profit-sharing plans, employment contracts, employee benefits, severance of employees, product liability or warranty, negligence, contract breach or default, copyright, trademarks, service mark, ▇▇ade name and other intellectual property, or other obligations, claims or judgments asserted against Broker Buyer as successor in interest to LicenseeSeller. All of such liabilities, obligations and commitments of Licensee Seller described in this Section 12.3 2.2 shall be referred to herein collectively as the "Retained Liabilities.. "

Retained Liabilities. Except as set forth Notwithstanding anything contained in Sections 11 and 12 hereofthis Agreement to the contrary, Broker Buyers expressly does do not, and shall not, assume or agree to pay, satisfy, discharge or perform and will not be deemed by virtue of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of or in connection with the consummation of the transactions contemplated hereby or thereby, to have assumed or to have agreed to pay, satisfy, discharge or perform, any liabilities, obligations or commitments of Licensee either Seller of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed by Brokerto Buyers, other than the Station AgreementsAssumed Liabilities. Licensee Seller will retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations of the Licensee, Seller other than the Station AgreementsAssumed Liabilities including, including but not limited to, the obligation to assume, perform, satisfy or pay any liability, obligation, agreement, debt, charge, claim, judgment or expense incurred by or asserted against Licensee Seller related to taxes, environmental matters, pension or retirement plans or trusts, profit-sharing plans, employment contracts, employee benefits, severance of employees, product liability or warranty, negligence, contract breach or default, copyright, trademarks, service mark, ▇▇ade name and other intellectual property, or other obligations, claims or judgments asserted against Broker as successor in interest to Licenseejudgments. All of such liabilities, obligations and commitments of Licensee Seller described in this Section 12.3 2.2 shall be referred to herein collectively as the "Retained Liabilities."

Retained Liabilities. Except as set forth Notwithstanding anything contained in Sections 11 and 12 hereofthis Agreement to the contrary, Broker Buyer expressly does not, and shall not, assume or agree to pay, satisfy, discharge or perform and will not be deemed by virtue of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of or in connection with the consummation of the transactions contemplated hereby or thereby, to have assumed or to have agreed to pay, satisfy, discharge or perform, any liabilities, obligations or commitments of Licensee Seller of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed by Brokerto Buyer, other than the Station AgreementsAssumed Liabilities. Licensee Seller will retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations of the LicenseeSeller, other than the Station AgreementsAssumed Liabilities, including but not limited to, the obligation to assume, perform, satisfy or pay any liability, obligation, agreement, debt, charge, claim, judgment or expense incurred by or asserted against Licensee Seller related to taxes, environmental matters, stock option, pension or retirement plans or trusts, profit-sharing plans, employment contracts, employee benefits, severance of employees, product liability or warranty, negligence, contract breach or default, copyright, trademarks, service mark, ▇▇ade name and other intellectual property, or other obligations, claims or judgments asserted against Broker Buyer as successor in interest to LicenseeSeller or otherwise relating to the operation of the Stations prior to the Cut-Off Time. All of such liabilities, obligations and commitments of Licensee Seller described in this Section 12.3 2.2 shall be referred to herein collectively as the "Retained Liabilities."

Retained Liabilities. Except as set forth Notwithstanding anything contained in Sections 11 and 12 hereofthis Agreement to the contrary, Broker Buyers expressly does do not, and shall not, assume or agree to pay, satisfy, discharge or perform and will not be deemed by virtue of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of or in connection with the consummation of the transactions contemplated hereby or thereby, to have assumed or to have agreed to pay, satisfy, discharge or perform, any liabilities, obligations or commitments of Licensee Seller of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed by Brokerto Buyer, other than as to RBI the Station AgreementsAssumed Liabilities. Licensee Seller will retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations of the LicenseeSeller, other than the Station AgreementsAssumed Liabilities, including but not limited to, the obligation to assume, perform, satisfy or pay any liability, obligation, agreement, debt, charge, claim, judgment or expense incurred by or asserted against Licensee Seller related to taxes, environmental matters, pension or retirement plans or trusts, profit-sharing plans, employment contracts, employee benefits, severance of employees, product liability or warranty, negligence, contract breach or default, copyright, trademarks, service mark, ▇▇ade name and other intellectual property, or other obligations, claims or judgments asserted against Broker Buyers as successor in interest to LicenseeSeller. All of such liabilities, obligations and commitments of Licensee Seller described in this Section 12.3 2.2 shall be referred to herein collectively as the "Retained Liabilities."

Retained Liabilities. Except as set forth Notwithstanding anything contained in Sections 11 and 12 hereofthis Agreement to the contrary, Broker Buyer expressly does not, and shall not, assume or agree to pay, satisfy, discharge or perform and will not be deemed by virtue of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of or in connection with the consummation of the transactions contemplated hereby or thereby, to have assumed or to have agreed to pay, satisfy, discharge or perform, any liabilities, obligations or commitments of Licensee Seller of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed by Brokerto Buyer, other than the Station AgreementsAssumed Liabilities. Licensee Seller will retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations of the LicenseeSeller, other than the Station AgreementsAssumed Liabilities, including but not limited to, the obligation to assume, perform, satisfy or pay any liability, obligation, agreement, debt, charge, claim, judgment or expense incurred by or asserted against Licensee Seller related to taxes, environmental matters, pension or retirement plans or trusts, profit-sharing plans, employment contracts, employee benefits, severance of employees, product liability or warranty, negligence, contract breach or default, copyright, trademarks, service mark, ▇▇ade name and other intellectual property, or other obligations, claims or judgments asserted against Broker Buyer as successor in interest to LicenseeSeller. All of such liabilities, obligations and commitments of Licensee described in this Section 12.3 shall be referred to herein collectively as the "Retained Liabilities.",

Retained Liabilities. Except as set forth Notwithstanding anything contained in Sections 11 and 12 hereofthis -------------------- Agreement to the contrary, Broker Buyers expressly does do not, and shall not, assume or agree to pay, satisfy, discharge or perform and will not be deemed by virtue of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of or in connection with the consummation of the transactions contemplated hereby or thereby, to have assumed or to have agreed to pay, satisfy, discharge or perform, any liabilities, obligations or commitments of Licensee either Seller of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed by Brokerto Buyers, other than the Station AgreementsAssumed Liabilities. Licensee Seller will retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations of the Licensee, Seller other than the Station AgreementsAssumed Liabilities including, including but not limited to, the obligation to assume, perform, satisfy or pay any liability, obligation, agreement, debt, charge, claim, judgment or expense incurred by or asserted against Licensee Seller related to taxes, environmental matters, pension or retirement plans or trusts, profit-sharing plans, employment contracts, employee benefits, severance of employees, product liability or warranty, negligence, contract breach or default, copyright, trademarks, service mark, ▇▇ade name and other intellectual property, or other obligations, claims or judgments asserted against Broker as successor in interest to Licenseejudgments. All of such liabilities, obligations and commitments of Licensee Seller described in this Section 12.3 2.2 shall be referred to herein collectively as the "Retained Liabilities."

Retained Liabilities. Except as set forth in Sections 11 and 12 hereof, Broker expressly does not, and shall not, assume or agree to pay, satisfy, discharge or perform and will not be deemed by virtue of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of or in connection with the consummation of the transactions contemplated hereby or thereby, to have assumed or to have agreed to pay, satisfy, discharge or perform, any liabilities, obligations or commitments of Licensee of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed by Broker, other than those arising or to be performed under the Station AgreementsAgreements on and after the Commencement Date (except to the extent such obligations represent liabilities for activities, events or transactions occurring, or conditions existing prior to the Commencement Date). Licensee will retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations of the Licensee, other than those arising or to be performed under the Station AgreementsAgreements before the Commencement Date (or representing liabilities for activities, events or transactions occurring, or conditions existing, prior to the Commencement Date), including but not limited to, the obligation to assume, perform, satisfy or pay any liability, obligation, agreement, debt, charge, claim, judgment or expense incurred by or asserted against Licensee related to taxes, environmental matters, pension or retirement plans or trusts, profit-sharing plans, employment contracts, employee benefits, severance of employees, product liability or warranty, negligence, contract breach or default, copyright, trademarks, service mark, ▇▇ade name and other intellectual property, or other obligations, claims or judgments asserted against Broker as successor in interest to Licensee. All such liabilities, obligations and commitments of Licensee described in this Section 12.3 shall be referred to herein collectively as the "Retained Liabilities."

Retained Liabilities. Except as set forth Notwithstanding anything contained in Sections 11 and 12 hereofthis Agreement to the contrary, Broker Buyer expressly does not, and shall not, assume or agree to pay, satisfy, discharge or perform and will not be deemed by virtue of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of or in connection with the consummation of the transactions contemplated hereby or thereby, to have assumed or to have agreed to pay, satisfy, discharge or perform, any liabilities, obligations or commitments of Licensee Seller of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed by Brokerto Buyer, other than the Station AgreementsAssumed Liabilities. Licensee Seller will retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations of the LicenseeSeller, other than the Station AgreementsAssumed Liabilities, including but not limited to, the obligation to assume, perform, satisfy or pay any liability, obligation, agreement, debt, charge, claim, judgment or expense incurred by or asserted against Licensee Seller related to taxes, environmental matters, pension or retirement plans or trusts, profit-sharing plans, employment contracts, employee benefits, severance of employees, product liability or warranty, negligence, contract breach or default, copyright, trademarks, service mark, ▇▇ade name and other intellectual property, or other obligations, claims or judgments asserted against Broker Buyer as successor in interest to LicenseeSeller. All of such liabilities, obligations and commitments of Licensee Seller described in this Section 12.3 2.2 shall be referred to herein collectively as the "Retained Liabilities."

Retained Liabilities. Except as set forth in Sections 11 and 12 hereof, Broker expressly does not, and shall not, assume or agree to pay, satisfy, discharge or perform and will not be deemed by virtue of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of or in connection with the consummation of the transactions contemplated hereby or thereby, to have assumed or to have agreed to pay, satisfy, discharge or perform, any liabilities, obligations or commitments of Licensee of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed by Broker, other than the Station Agreements. Licensee will retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations of the Licensee, other than the Station Agreements, including but not limited to, the obligation to assume, perform, satisfy or pay any liability, obligation, agreement, debt, charge, claim, judgment or expense incurred by or asserted against Licensee related to taxes, environmental matters, pension or retirement plans or trusts, profit-sharing plans, employment contracts, employee benefits, severance of employees, product liability or warranty, negligence, contract breach or default, copyright, trademarks, service mark, ▇▇ade ▇▇, trade name and other intellectual property, or other obligations, claims or judgments asserted against Broker as successor in interest to Licensee. All such liabilities, obligations and commitments of Licensee described in this Section 12.3 shall be referred to herein collectively as the "Retained Liabilities."

Retained Liabilities. Except as set forth in Sections 11 and 12 hereof, Broker expressly does not, and shall not, assume or agree to pay, satisfy, discharge or perform and will not be deemed by virtue of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of or in connection with the consummation of the transactions contemplated hereby or thereby, to have assumed or to have agreed to pay, satisfy, discharge or perform, any liabilities, obligations or commitments of Licensee Licensees of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed by Broker, other than the Station Agreements. Licensee Licensees will retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations of the Licensee, Licensees (other than those occurring on or after the Commencement Date under the Station Agreements), including but not limited to, the obligation to assume, perform, satisfy or pay any liability, obligation, agreement, debt, charge, claim, judgment or expense incurred by or asserted against Licensee Licensees related to taxes, environmental matters, pension or retirement plans or trusts, profit-sharing plans, employment contracts, employee benefits, severance of employees, product liability or warranty, negligence, contract breach or default, copyright, trademarks, service mark, ▇▇ade name and other intellectual property, or other obligations, claims or judgments asserted against Broker as successor in interest to LicenseeLicensees. All such liabilities, obligations and commitments of Licensee Licensees described in this Section 12.3 shall be referred to herein collectively as the "Retained Liabilities."

Retained Liabilities. Except as set forth in Sections Section 11 and 12 -------------------- hereof, Broker expressly does not, and shall not, assume or agree to pay, satisfy, discharge or perform and will not be deemed by virtue of the execution and delivery of this Agreement or any agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of or in connection with the consummation of the transactions contemplated hereby or thereby, to have assumed or to have agreed to pay, satisfy, discharge or perform, any liabilities, obligations or commitments of Licensee of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed by Broker, other than the Station Agreements. Licensee will retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations of the Licensee, other than the Station Agreements, including but not limited to, the obligation to assume, perform, satisfy or pay any liability, obligation, agreement, debt, charge, claim, judgment or expense incurred by or asserted against Licensee related to taxes, environmental matters, pension or retirement plans or trusts, profit-sharing plans, employment contracts, employee benefits, severance of employees, product liability or warranty, negligence, contract breach or default, copyright, trademarks, service mark, ▇▇ade trade name and other intellectual in▇▇▇▇ectual property, or other obligations, claims claims, or judgments asserted against Broker as successor in ion interest to Licensee. All such liabilities, obligations and commitments of Licensee described in this Section 12.3 shall be referred to herein collectively as the "Retained Liabilities."