Common use of Assumed Liabilities; Excluded Liabilities Clause in Contracts

Assumed Liabilities; Excluded Liabilities. Effective as of the Closing Date, Buyer shall assume and perform (and indemnify and hold Sellers harmless against in accordance with Section 10.2): (a) all Liabilities arising out of or related to the ownership, use and operation of the Purchased Assets accruing after the Closing Date and all Liabilities for which Buyer is responsible pursuant to Section 4.5; (b) all Liabilities arising and accruing after the Closing Date to Buyer Employees as a result of such Buyer Employees’ employment with Buyer; (c) all Liabilities accruing after the Closing Date under Assigned Contracts; (d) all Prepaid Subscription and Advertising Liabilities; and (e) all Liabilities in respect of carrier deposits (collectively, the “Assumed Liabilities”). Buyer shall not assume or be obligated to pay, perform, discharge or in any way be responsible for any Liabilities other than the Assumed Liabilities, and specifically shall not assume or be obligated to perform or otherwise be responsible for any obligations or Liabilities under any contracts which are not Assigned Contracts any Liabilities with respect to any Owned Real Estate listed on the final version of Schedule 2.2(xi), Collective Bargaining Agreements, employment agreements, consulting or contractor agreements, any Liabilities under any pension plan (including without limitation any past, present or future withdrawal liability under any such plan and including any liability associated with the Retirement Plan for Non- Salaried Employees of Reading Eagle Co.) or other Employee Benefit Plan of the Sellers, any Liabilities for workers’ compensation, severance, termination, WARN, and/or retention, any Liabilities for vacation, sick leave, personal days, or other forms of paid time off, any Liabilities accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, any Seller or any Employee, agent, vendor or representative of any Seller arising out of actions prior to or on the Closing Date (other than rights of setoff or recoupment claims), any Liabilities incurred pursuant to the DIP Agreement, (collectively, the “Excluded Liabilities”). Employee Benefit Plans and any Liabilities relating thereto (including, but not limited to, withdrawal liability under any multiemployer plan, as defined under Sections 3(37) and 4001(a)(3) of ERISA, are Excluded Liabilities.

Assumed Liabilities; Excluded Liabilities. Effective as of On the Closing Date, Buyer shall assume terms and perform (and indemnify and hold Sellers harmless against in accordance with Section 10.2): (a) all Liabilities arising out of or related subject to the ownershipconditions set forth in this Agreement, use and operation at the Closing, Purchaser will assume the Liabilities of the Purchased Assets accruing after the Closing Date and all Liabilities for which Buyer is responsible pursuant to Section 4.5; (b) all Liabilities arising and accruing after the Closing Date to Buyer Employees as a result of such Buyer Employees’ employment with Buyer; (c) all Liabilities accruing after the Closing Date under Assigned Contracts; (d) all Prepaid Subscription and Advertising Liabilities; and (e) all Liabilities in respect of carrier deposits Sellers specifically identified on Schedule 1.3 (collectively, the “Assumed Liabilities”). Buyer shall not assume or be obligated to pay, perform, discharge or in any way be responsible Except for any Liabilities other than the Assumed Liabilities, Purchaser will not assume, and specifically shall not assume or be obligated to perform or Sellers will pay, defend, discharge and perform, as and when due, and otherwise be retain and remain solely responsible for any obligations or for, all Liabilities under any contracts which that are not Assigned Contracts any expressly included in the Assumed Liabilities with respect to any Owned Real Estate listed on the final version of Schedule 2.2(xi), Collective Bargaining Agreements, employment agreements, consulting or contractor agreements, any Liabilities under any pension plan (including without limitation any past, present or future withdrawal liability under any such plan and including any liability associated with the Retirement Plan for Non- Salaried Employees of Reading Eagle Co.) or other Employee Benefit Plan of the Sellers, any Liabilities for workers’ compensation, severance, termination, WARN, and/or retention, any Liabilities for vacation, sick leave, personal days, or other forms of paid time off, any Liabilities accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, any Seller or any Employee, agent, vendor or representative of any Seller arising out of actions prior to or on the Closing Date (other than rights of setoff or recoupment claims), any Liabilities incurred pursuant to the DIP Agreement, (collectively, the “Excluded Liabilities”). , including: (a) any Liability of Sellers (including any Indebtedness of Sellers), (b) any Liability of any successor or Affiliate of Sellers, (c) any Liability of any Person, directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or conduct of the Business or the ownership of the Purchased Assets prior to the Closing, whether or not recorded on the books and records of any Person (including any trade or other accounts payable of Sellers payable to third parties that remain outstanding as of the Closing and the failure by Sellers or any of its Affiliates to comply with any applicable Law or maintain or comply with any Permit), (d) any Liability arising under or in any way related to the Employee Benefit Plans Plans, (e) any Liability that would become a Liability of Purchaser as a matter of Law in connection with this Agreement, any Related Agreement or the transactions contemplated hereby or thereby, (f) without limiting the generality of any of the foregoing, any Liability for (i) any Taxes of the Equityholder or Sellers (or any Affiliate, member, shareholder or representative of any Equityholder or Sellers) or relating to the Business, the Purchased Assets, or the Assumed Liabilities for any Tax period ending on or before the Closing Date (a “Pre-Closing Tax Period”) and, with respect to any Tax period beginning before and ending after the day before the Closing Date (or portion thereof) (a “Straddle Period”), the portion of such Straddle Period ending on and including the Closing Date, (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of the Sellers (including any Liabilities relating thereto (including, but not limited to, withdrawal liability under any multiemployer planTransfer Taxes, as defined in Section 6.4(a)), or (iii) other Taxes of the Equityholder or Sellers (or any Affiliate, shareholder, member or representative of the Sellers) that become a liability of Purchaser under Sections 3(37any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract of law, (g) any Liability directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or ownership of the Excluded Assets, (h) any Transaction Expenses incurred by Sellers or the Equityholder (or any Affiliate, shareholder, member or representative of the Sellers), and 4001(a)(3(i) all Accounts Payable of ERISASellers. Without limiting the generality of the foregoing, are Excluded Liabilitiesit is expressly understood and agreed that unless a Liability is expressly within the definition of Assumed Liabilities under this Section 1.3, neither Purchaser nor any of its Affiliates will assume, nor will any of them be liable for, such Liability.

Assumed Liabilities; Excluded Liabilities. Effective as of On the Closing Date, Buyer shall assume terms and perform (and indemnify and hold Sellers harmless against in accordance with Section 10.2): (a) all Liabilities arising out of or related subject to the ownershipconditions set forth in this Agreement, use and operation at the Closing, Purchaser will assume the Liabilities of the Purchased Assets accruing after the Closing Date and all Liabilities for which Buyer is responsible pursuant to Section 4.5; (b) all Liabilities arising and accruing after the Closing Date to Buyer Employees as a result of such Buyer Employees’ employment with Buyer; (c) all Liabilities accruing after the Closing Date under Assigned Contracts; (d) all Prepaid Subscription and Advertising Liabilities; and (e) all Liabilities in respect of carrier deposits Seller specifically identified on Schedule 1.3 (collectively, the “Assumed Liabilities”). Buyer shall not assume or be obligated to pay, perform, discharge or in any way be responsible Except for any Liabilities other than the Assumed Liabilities, Purchaser will not assume, and specifically shall not assume or be obligated to perform or Seller will pay, defend, discharge and perform, as and when due, and otherwise be retain and remain solely responsible for any obligations or for, all Liabilities under any contracts which that are not Assigned Contracts any expressly included in the Assumed Liabilities with respect to any Owned Real Estate listed on the final version of Schedule 2.2(xi), Collective Bargaining Agreements, employment agreements, consulting or contractor agreements, any Liabilities under any pension plan (including without limitation any past, present or future withdrawal liability under any such plan and including any liability associated with the Retirement Plan for Non- Salaried Employees of Reading Eagle Co.) or other Employee Benefit Plan of the Sellers, any Liabilities for workers’ compensation, severance, termination, WARN, and/or retention, any Liabilities for vacation, sick leave, personal days, or other forms of paid time off, any Liabilities accruing, arising out of, or relating to any federal, state or local investigations of, or claims or actions against, any Seller or any Employee, agent, vendor or representative of any Seller arising out of actions prior to or on the Closing Date (other than rights of setoff or recoupment claims), any Liabilities incurred pursuant to the DIP Agreement, (collectively, the “Excluded Liabilities”). , including: (a) any Liability of Seller (including any Indebtedness of Seller and any Liability of Seller for any financial advisory, brokerage or finder’s fee or commission in connection with this Agreement, the Related Agreements or the transactions contemplated hereby or thereby), (b) any Liability of any successor or Affiliate of Seller, (c) any Liability of any Person, directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or conduct of the Business or the ownership of the Purchased Assets prior to the Closing, whether or not recorded on the books and records of any Person (including any trade or other accounts payable of Seller payable to third parties that remain outstanding as of the Closing and the failure by Seller or any of its Affiliates to comply with any applicable Law or maintain or comply with any Permit), (d) any Liability arising under or in any way related to the Employee Benefit Plans Plans, (f) without limiting the generality of any of the foregoing, any Liability for (i) any Taxes of Seller (or any member, shareholder, Affiliate or representative of Seller) or relating to the Business, the Purchased Assets, or the Assumed Liabilities for any Taxable period ending on or before the Closing Date (a “Pre-Closing Tax Period”) and, with respect to any Tax period beginning before and ending after the day before the Closing Date (or portion thereof) (a “Straddle Period”), the portion of such Straddle Period ending on and including the Closing Date, (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of the Seller (including any Liabilities relating thereto (including, but not limited to, withdrawal liability under any multiemployer planTransfer Taxes, as defined in Section 6.4(a)), or (iii) other Taxes of Seller (or any shareholder, member, Affiliate or representative of the Seller) that become a liability of Purchaser under Sections 3(37any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract of law, (g) any Liability directly or indirectly related to, accruing or arising out of, caused by or resulting from the operation or ownership of the Excluded Assets, and 4001(a)(3(h) any Transaction Expenses incurred by Seller (or any member, shareholder, Affiliate or representative of ERISASeller). Without limiting the generality of the foregoing, are Excluded Liabilitiesit is expressly understood and agreed that unless a Liability is expressly within the definition of Assumed Liabilities under this Section 1.3, neither Purchaser nor any of its Affiliates will assume, nor will any of them be liable for, such Liability.