AGREEMENT TO ASSUME CERTAIN LIABILITIES. Buyer hereby assumes and agrees to discharge and perform all liabilities and obligations that arise or are attributable to events occurring on or after the Closing Date pursuant to the Site Leases and the Advertising Contracts(the "Assumed Liabilities") but to the extent and only to the extent that:
(a) Such obligations are performable on or after the Closing Date; and
(b) Such obligations are attributable to periods arising on or after the Closing Date.
AGREEMENT TO ASSUME CERTAIN LIABILITIES. At the Closing, Buyer shall assume and agree to discharge and perform all liabilities and obligations that are set forth on Schedule 2.3 or arise or are attributable to events occurring on or after the Closing Date pursuant to the Site Leases, the Advertising Contracts, the Joint Venture Agreements, the Management Agreements and the Office Lease (the "Assumed Liabilities") but to the extent and only to the extent that:
(a) Such obligations are performable on or after the Closing Date; and
(b) Such obligations are attributable to periods arising on or after the Closing Date.
AGREEMENT TO ASSUME CERTAIN LIABILITIES. At the Closing, Buyer shall assume and agree to discharge and perform only those liabilities and obligations that are set forth on Schedule 2.3 or arise or are attributable to events occurring on or after the Closing Date pursuant to the Site Leases and the Advertising Contracts listed on Schedules 2.2(b) and 2.2(c), respectively (the "Assumed Liabilities"), but to the extent and only to the extent that:
(a) Such obligations are performable on or after the Closing Date; and
(b) Such obligations are attributable to periods arising on or after the Closing Date. The assumption by Buyer of any Assumed Liabilities shall not be deemed to modify or amend Seller's representations and warranties contained herein or in any way impair Buyer's right to rely upon such representations and warranties or to obtain indemnification pursuant to Article 10 hereof for any breach of such representations and warranties.
AGREEMENT TO ASSUME CERTAIN LIABILITIES. At the Closing, Buyer shall assume and agree to discharge and perform all liabilities and obligations that are set forth on Schedule 2.3 or arise or are attributable to events occurring on or after the Closing Date pursuant to the Site Leases and the Advertising Contracts (the "Assumed Liabilities") but to the extent and only to the extent that:
(a) Such obligations are performable on or after the Closing Date; and
(b) Such obligations are attributable to periods arising on or after the Closing Date.
AGREEMENT TO ASSUME CERTAIN LIABILITIES. At the Closing, Buyer --------------------------------------- shall assume, effective as of the Closing Date, and agree to discharge and perform only the following liabilities and obligations of Sellers relating to the Purchased Assets or the conduct of the Business that accrue and are attributable to or arise from facts, events, or conditions that occur after the Closing Date (the "Assumed Liabilities"): -------------------
(a) all obligations under the Site Leases;
(b) all obligations under the Advertising Contracts;
(c) all obligations arising under any Proceedings relating to the Purchased Assets; and
(d) all other liabilities and obligations relating to the Purchased Assets.
AGREEMENT TO ASSUME CERTAIN LIABILITIES. From and after each date of actual delivery of Assets to Purchaser, Purchaser shall assume, discharge and perform all liabilities and obligations that arise from or are attributable to events occurring on or after each such actual delivery date pursuant to or attributable to the Assets acquired.
AGREEMENT TO ASSUME CERTAIN LIABILITIES. At the Closing, Buyer shall assume all liabilities and agree to discharge and perform all the obligations under the Assumed Contracts but to the extent and only to the extent that: (i) such obligations are performable on or after the Effective Time; and (ii) such obligations are attributable to events and/or periods arising on or after the Effective Time (hereinafter collectively referred to as the “Assumed Liabilities”). Buyer does not assume or accept assignment of any Contracts except the Assumed Contracts. The Parties will cooperate post-Closing in promptly sending notices to third parties of the assignment of the Assumed Contracts to Buyer.
AGREEMENT TO ASSUME CERTAIN LIABILITIES. At the Closing, Buyer shall assume and agree to discharge and perform only those liabilities and obligations that are attributable to events occurring on or after the Closing Date pursuant (1) to the Site Leases, Advertising Contracts and Permits listed on Schedules 2.2(b), 2.2(c) and 2.2(d), respectively, and (2) the May 28, 1998 contract between Seller and Phoenix Structures & Service, Inc., a copy of which is annexed hereto as Schedule 2.3 (the "Phoenix Contract") (the "Assumed Liabilities"), but to the extent and only to the extent that:
(a) Such obligations are performable on or after the Closing Date;
(b) Such obligations are attributable to periods arising on or after the Closing Date; and
(c) With respect to the Phoenix Contrct, Buyer's liability shall not exceed $200,000.00 in the aggregate, except as may be permitted under the provision entitled "Subsurface Clause". The assumption by Buyer of any Assumed Liabilities shall not be deemed to modify or amend Seller's representations and warranties contained herein or in any way impair Buyer's right to rely upon such representations and warranties or to obtain indemnification pursuant to Article 10 hereof for any breach of such representations and warranties.
AGREEMENT TO ASSUME CERTAIN LIABILITIES. At the Closing, Buyer shall assume and agree to discharge and perform only those liabilities and obligations that arise or are attributable to
AGREEMENT TO ASSUME CERTAIN LIABILITIES. At the Closing, Buyer shall assume and agree to discharge and perform all liabilities and obligations of Seller, except Excluded Liabilities, incurred in the Ordinary Course of Business of Seller before or after the Closing, including, without limitation:
(a) all current liabilities reflected on the December Balance Sheet (but not including any Excluded Balance Sheet Liabilities) which remain unpaid and undischarged on the Closing Date;
(b) all liabilities of Seller which are of the same kind and nature as those assumed pursuant to Section 2.4(a) above to the extent arising in the Ordinary Course of Business between December 31, 1996 and the Closing Date to the extent the same remain unpaid and
(c) all liabilities and obligations of Seller with respect to the Structures, Site Leases, Permits, Advertising Contracts, Non-Solicitation Agreements and Assumed Other Contracts to the extent arising in the Ordinary Course of Business whether before or after the Closing;
(d) all liabilities and obligations of Seller under the Site Leases, Advertising Contracts, Non-Solicitation Agreements and Assumed Other Contracts, including all obligations under the Courtesy Leases, to the extent the same are performable on or after the Closing and accrue on or after the Closing;
(e) liabilities and obligations in respect of the Current Proceedings;
(f) COBRA Continuation Coverage for Seller's employees; and
(g) liabilities of the kind shown on Schedule A.1 arising on or after the Closing and to the extent set forth on Schedule A.1 arising prior to the Closing . The liabilities described in this Section 2.4 are collectively referred to as "Assumed Liabilities." The assumption by Buyer of any Assumed Liabilities shall not be deemed to modify or amend Seller's representations and warranties contained herein or in any way impair Buyer's right to rely upon such representations and warranties or to obtain indemnification pursuant to Article 10 hereof for any breach of such representations and warranties.
