Common use of Liabilities Not Assumed Clause in Contracts

Liabilities Not Assumed. Notwithstanding any contrary provision contained herein, PSC shall not be deemed to have assumed, nor shall PSC assume (i) any liability which may be incurred by reason of any uncured material breach of or any monetary default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of Seller, including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21 hereto) and liabilities for accrued sick leave or vacation days; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payor, or any liability based upon or arising out of a violation of any false claim, anti-kickback, prohibition or self-referral laws or similar fraud and abuse laws by Seller; (v) any medical malpractice liability associated with the Business or Seller or any person associated with the Business or Seller; (vi) any liability based upon or arising out of any tortious conduct or wrongful actions of Seller or any Shareholder; or (vii) any liability for the payment of any taxes imposed by law on Seller arising from or by reason of the transactions contemplated by this Agreement or otherwise.

Liabilities Not Assumed. Notwithstanding any contrary provision contained hereinTHE PARTIES AGREE THAT PURCHASER SHALL NOT ASSUME OR BE LIABLE FOR, PSC AND SELLERS EXPRESSLY AGREES TO REMAIN LIABLE FOR AND INDEMNIFY PURCHASER WITH RESPECT TO, ALL LIABILITIES, OBLIGATIONS, CONTRACTS AND COMMITMENTS OF SELLERS OF EVERY KIND AND NATURE, WHETHER ACCRUED NOW OR HEREAFTER, WHETHER FIXED OR CONTINGENT, AND WHETHER KNOWN OR UNKNOWN, EXCEPT ONLY FOR THE OBLIGATIONS UNDER THE DISTRIBUTOR CONTRACTS AND VENDOR CONTRACTS SPECIFICALLY ASSIGNED TO PURCHASER HEREUNDER AND LISTED ON SCHEDULE 5.13 AS DISTRIBUTOR CONTRACTS AND VENDOR CONTRACTS TO BE ASSUMED BY PURCHASER. Without limiting the generality of the foregoing and for emphasis only, Purchaser shall not assume and shall not be deemed to have assumed, nor shall PSC assume liable for any obligations of Sellers arising out of the following: (i) any liability which may be incurred by reason tax liability, including income, sales, franchise, employment, excise or other taxes, as well as fines and penalties thereon, arising out of any uncured material breach of or any monetary default under such contracts, leases, commitments or obligations which occurred the Assets prior to the Closing Dateor arising out of the transactions contemplated by this Agreement; (ii) any liability for any employee benefits payable to employees of Sellerpending or threatened litigation, including, including but not limited to, liabilities arising under to any Seller Plan (as defined claim which arises out of the dispute set forth in Section 2.21 Schedule 5.6 attached hereto) and liabilities for accrued sick leave or vacation days; (iii) any liability based upon or actions arising out of a violation product liability claims for Products manufactured by Sellers, regardless of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoing, any when such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing DateProducts are sold; (iv) any liability based upon environmental claims, actions or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payor, or any liability based upon or arising out of a violation of any false claim, anti-kickback, prohibition or self-referral laws or similar fraud and abuse laws by Seller; (v) any medical malpractice liability associated with the Business or Seller or any person associated with the Business or Seller; (vi) any liability investigations based upon or arising out of any tortious conduct law or wrongful actions regulation relating to pollution or protection of Seller health or any Shareholderhandling of waste; or and (viiv) any liability for the payment of any taxes imposed by law on Seller arising from or by reason commissions payable to distributors pursuant to Section 2 of the transactions contemplated Distributor Contracts for sales of products, which appear on Schedules C attached thereto, by this Agreement Sellers or otherwisePurchaser to end users.

Liabilities Not Assumed. Notwithstanding any contrary provision contained herein, PSC shall not be deemed to have assumed, nor shall PSC assume (i) any liability which may be incurred by reason of any uncured material breach of or any monetary default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of Seller, including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21 hereto) and liabilities for accrued sick leave or vacation days; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payor, or any liability based upon or arising out of a violation of any false claim, anti-kickback, prohibition or self-self- referral laws or similar fraud and abuse laws by Seller; (v) any medical malpractice liability associated with the Business or Seller or any person associated with the Business or Seller; (vi) any liability based upon or arising out of any tortious conduct or wrongful actions of Seller or any Shareholder; or (vii) any liability for the payment of any taxes imposed by law on Seller arising from or by reason of the transactions contemplated by this Agreement or otherwise.

Liabilities Not Assumed. Notwithstanding any contrary provision contained hereinin this Agreement, PSC shall not be deemed to have assumed, nor shall PSC assume assume: (i) any liability which may be incurred by reason of any uncured material breach of or any monetary default under such contracts, leases, commitments or obligations in connection with an Assumed Obligation which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of Seller, including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21 hereto) and 2.21), except for liabilities for accrued vacation days and sick leave or vacation dayspay listed on Exhibit 1.3(b); (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payor, or any liability based upon or arising out of a violation of any false claim, anti-kickback, prohibition or self-referral laws or similar fraud and abuse laws by Seller; (v) any medical malpractice liability associated with the Medical Practice, the Business or Seller or any Shareholder or other person associated with the Medical Practice, the Business or Seller; (vi) any liability based upon or arising out of any tortious conduct or wrongful actions of Seller or any Shareholder; Shareholder or (vii) other person associated with the Medical Practice, the Business, or any liability for the payment of any taxes imposed by law on Seller arising from or by reason of the transactions contemplated by this Agreement (collectively, the "Transactions"); or otherwise(vii) any other liability of Seller other than the Assumed Obligations.

Liabilities Not Assumed. Notwithstanding any contrary provision contained hereinExcept for the Assumed Obligations, PSC shall Buyer does not assume, and will not be deemed by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to have assumed, nor shall PSC assume (i) any liability which may be incurred by reason other liabilities or obligations of Seller of any uncured material breach kind or nature whatsoever, regardless of whether required by generally accepted accounting principles to be reflected on a balance sheet or any monetary default under such contracts, leases, commitments or obligations which occurred prior to disclosed in the Closing Date; related notes (ii) any liability for any employee benefits payable to employees of Seller, including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21 hereto) and liabilities for accrued sick leave or vacation days; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without the “Retained Obligations”). Without limiting the generality of the foregoing, the Retained Obligations include and Buyer shall not assume nor shall Buyer be liable for: (i) any such antitrust liability which may arise in connection with agreements, contracts, commitments liabilities or orders obligations of Seller relating to the Excluded Assets; (ii) all obligations and liabilities of Seller arising out of the violation by Seller of any Environmental Laws (as defined below) or for the sale Release (as defined below) of goods any Hazardous Materials (as defined below) (including, without limitation those arising out of or provision of services by Seller reflected on related to the books Studio Site or leased real property); (iii) any liabilities or obligations of Seller at to any employees of Seller or prior to the Closing Dateits affiliates not employed by Buyer; (iv) any liability based upon or arising out of overpayments due relating to the Medicare and/or Medicaid programsemployment of current or former employees of the Station prior to the Closing, including but not limited to any other third party payorliabilities or obligations of Seller for severance, accrued vacation or sick leave except as set forth in Section 5.6 hereof or any liability based upon liabilities under or arising out of a violation in respect of any false claim, anti-kickback, prohibition or self-referral laws or similar fraud and abuse laws by SellerEmployee Benefit Plan (as hereinafter defined); (v) except for the Station Contract with The Daily Buzz, LLC and any medical malpractice liability associated with the Business other Station Contracts listed on Schedule 1.1(d), any obligations or liabilities of Seller to any other business unit of Seller, any affiliate of Seller, any director or officer of Seller or any person associated with of its affiliates, or the Business holder of any equity or Sellerownership interest in Seller or any of its affiliates; (vi) any liability based upon litigation, proceeding, or arising out claim by any Person (defined below) to the extent relating to the business or operations of any tortious conduct the Station prior to the Effective Time, whether or wrongful actions of Seller not such litigation or any Shareholderproceeding or claim is pending, threatened or asserted before, on or after the Effective Time; or (vii) any liability for income or other taxes relating to the payment Station pertaining to the period prior to the Effective Time; (viii) any liability in respect of any taxes note, bond or indebtedness for borrowed money; or (ix) any liability or sanctions imposed by law on Seller arising the FCC resulting from violation(s) by the Station of FCC rule(s) prior to the Effective Time. As used in this Agreement, “Environmental Laws” means any law, rule, regulation, judgment, decree, stipulation, or by reason of injunction pertaining to land use, air, soil, surface water, groundwater (including the transactions contemplated by this Agreement protection, cleanup, removal, remediation or otherwisedamage thereof), Hazardous Materials, wetlands, public or employee health or safety or any other environmental matter, including, without limitation, the following laws: (i) Clean Air Act (42 X.X.X. §0000, et seq.); (ii) Clean Water Act (33 X.X.X. §0000, et seq.); (iii) Emergency Planning and Community Right-to-Know Act (42 U.S.C. §11001, et seq.); (iv) Resource Conservation and Recovery Act (42 X.X.X. §0000, et seq.); (v) Toxic Substances Control Act (15 X.X.X. §0000, et seq.); (vi) Occupational Safety and Health Act (29 U.S.C. §651, et seq.); (vii) Comprehensive Environmental Response Compensation and Liability Act (42 X.X.X. §0000, et seq.); (viii) Safe Drinking Water Act (42 U.S.C. §300f, et seq.); (ix) Toxic Substances Control Act (15 X.X.X. §0000, et seq.); (x) Rivers and Harbors Act (33 U.S.C. §401, et seq.), (xi) Endangered Species Act (16 X.X.X. §0000, et seq.); (xii) Hazardous Material Transportation Act (49 X.X.X. §0000, et seq.); (xiii) any similar or applicable environmental state law, rule or regulation; and (xiv) any other law, rule or regulation relating to Hazardous Materials; and (xv) any law, rule or regulation relating to radio radiation.

Liabilities Not Assumed. Notwithstanding anything in this Agreement to the contrary, Purchaser is not assuming, and will not perform or satisfy, any contrary provision contained hereinliabilities not specifically described in Section 2.3 as being assumed by Purchaser, PSC shall including any of the following Excluded Liabilities : (a) Taxes (including but not be deemed limited to have assumedany unpaid income Taxes) of any Seller Party, nor shall PSC assume whether or not relating to the Business of the Company or the Acquired Assets and whether or not incurred prior to the Closing; (ib) any liability which may be incurred of the Company to indemnify any Person, including any of the Seller Members, by reason of the fact that such Person was a manager, director, officer, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, manager, director, officer, employee or agent of another Person prior to the Closing; (c) any uncured material breach liability of the Company arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done, suffered to be done or omitted to be done by any of the Seller Parties or any monetary default under such contractsof the managers, leasesdirectors, commitments officers, employees or obligations which occurred agents of the Company prior to the Closing, including without limitation, any proceedings disclosed pursuant to Schedule 3.12; (d) any liability or expenses of the Company incurred in connection with this Agreement, including the making or performance of this Agreement and the Transactions contemplated by this Agreement; (e) any liability relating to or arising out of services rendered by the Company prior to the Closing Dateand any accounts payable arising or attributable to the period prior to Closing; (iif) any liability of the Company for any employee benefits payable to employees of Sellermaking payments (including compensation, bonuses (including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21 hereto) and liabilities for accrued sick leave or vacation days; (iii) any liability based upon or arising out the avoidance of a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoingdoubt, any such antitrust liability which may arise bonuses paid in connection with agreementsthe Transactions), contracts, commitments severance or orders for the sale of goods similar payments) or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payor, or any liability based upon or arising out of a violation providing benefits of any false claim, anti-kickback, prohibition or self-referral laws or similar fraud and abuse laws by Seller; (v) any medical malpractice liability associated with the Business or Seller or any person associated with the Business or Seller; (vi) any liability based upon or arising out of any tortious conduct or wrongful actions of Seller or any Shareholder; or (vii) any liability for the payment of any taxes imposed by law on Seller arising from or by reason of the transactions contemplated by this Agreement or otherwise.kind to the

Liabilities Not Assumed. Notwithstanding any contrary provision contained herein, PSC shall not be deemed to have assumed, nor shall PSC assume (i) any liability which may be incurred by reason of any uncured material breach of or any monetary default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of Seller, including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21 hereto) and liabilities for accrued sick leave or vacation days; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payor, or any liability based upon or arising out of a violation of any false claim, anti-kickback, prohibition or self-referral laws or similar fraud and abuse laws by Seller; (v) any medical malpractice liability associated with the Business or Seller or any person associated with the Business business or Seller; nor (vi) any liability based upon or arising out of any tortious conduct or wrongful actions of Seller or any Shareholder; , or (vii) any liability for the payment of any taxes imposed by law on Seller arising from or by reason of the transactions contemplated by this Agreement or otherwiseAgreement.

Liabilities Not Assumed. Notwithstanding any contrary provision contained hereinExcept as expressly set forth ----------- ----------------------- on Schedule 2.1 attached hereto (except as modified by Section 4.1(p) of this Agreement) (the "Assumed Liabilities"), PSC Purchaser shall not assume nor shall Purchaser nor any affiliate of Purchaser be deemed to have assumedassumed or guaranteed, nor shall PSC assume any liabilities, litigation, disputes, debts, payables (i) any liability which may be incurred including, without limitation, payables as of the Time of Closing to suppliers of goods that have been sold by reason of any uncured material breach of or any monetary default under such contracts, leases, commitments or obligations which occurred Seller prior to the Closing Date; (iiTime of Closing) obligations, counterclaims, rights of set-off or commitments, whether such liabilities are contingent or otherwise or direct or indirect, of Seller or any liability for any employee benefits payable to employees of Seller, including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21 hereto) and liabilities for accrued sick leave or vacation days; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise Securityholders in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected existence on the books of Seller at or prior to the Closing Date; Time of Closing, as set forth in the Contracts (ivother than the Contracts that are "Assumed Liabilities" (except as modified by Section 4.1(p) any liability based upon or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payorthis Agreement)), or otherwise or based on any liability based upon events, facts, or arising out circumstances in existence prior to or in connection with the sale of a violation of any false claim, anti-kickback, prohibition the Assets or self-referral laws or similar fraud and abuse laws by Seller; (v) any medical malpractice liability associated with the Business or Seller or any person associated in connection with the Business or Seller; (vi) any liability based upon or arising out of from any tortious conduct or wrongful actions activities of Seller or any Shareholderservices provided by or goods or assets sold by or products delivered to Seller or based on any obligations under the Contracts that arise after the Time of Closing to the extent that the obligation is imposed, asserted or incurred as a result of acts or omissions of Seller, Securityholders, or third parties acting on behalf of, or performing any function at the request of Seller and/or Securityholders prior to or on the Closing (collectively, the "Liabilities"); or (vii) any liability for provided, however, that supplies ordered by Seller prior to the payment Time of any taxes imposed by law on Seller arising from or by reason Closing but not paid for, delivered, used and part of a revenue generating radio system until after the transactions contemplated by this Agreement or otherwiseTime of Closing shall be Assumed Liabilities.