Common use of Assumed Obligations Relating to the Station Clause in Contracts

Assumed Obligations Relating to the Station. Subject to the provisions of Section 2.4.3 below, at the Closing, Buyer shall assume and timely pay or perform the following obligations (collectively, the “Assumed Obligations”): (a) the obligations of Sellers to the extent related to or arising in connection with the Business as of and after, and related to the period as of and after, the Closing Date, under all Contracts, except in each case, to the extent such Liabilities, but for breach or default by Sellers, would have been paid, performed or otherwise discharged prior to the Closing Date or the extent such Liabilities arise out of any breach or default by any Seller; (b) any Liabilities exclusively relating to the Business that arise with respect to events occurring on or after the Closing Date, and related to the period from and after the Closing Date other than as a result of (or which otherwise constitute) (i) any breach or inaccuracy of any representation, warranty, covenant or obligation of any Seller under this Agreement or (ii) any other action taken by any Seller (or their Affiliates) prior to the Closing Date that is specifically prohibited by the terms of this Agreement or any action taken by Seller following the Closing Date; (c) all Liabilities to be assumed by or the responsibility of Buyer as set forth in Article IX hereof; and (d) to the extent that Sellers have satisfied any payment obligations under Section 2.5, the Seller Pro Rata Amount.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Granite Broadcasting Corp), Purchase and Sale Agreement (Granite Broadcasting Corp)

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Assumed Obligations Relating to the Station. Subject to the provisions of Section 2.4.3 below, at At the Closing, Buyer the Purchaser shall assume and timely pay or pay, perform and discharge the following liabilities and obligations (collectively, the “Assumed Obligations”): (ai) the liabilities and obligations of the Sellers to the extent related to or arising in connection with the Business as of and after, and related to the period as of and after, the Closing DateClosing, including, without limitation, under all Assumed Contracts, except in each case, to the extent such Liabilities, but for breach or default by the Sellers, would have been paid, performed or otherwise discharged prior to the Closing Date (unless the amount of such liabilities has been taken into account for calculating the Sellers Pro Rata Amount) or the extent such Liabilities arise out of any such breach or default by any Sellerdefault; (bii) any Liabilities exclusively relating to the Business that arise with respect to events occurring on or after the Closing DateClosing, and related to the period from and after the Closing Date Closing, in each case, other than as a result of (or which otherwise constitute) (ix) any breach or inaccuracy of any representation, warranty, covenant or obligation of any Seller the Sellers under this Agreement or (iiy) any other action taken by any Seller the Sellers (or their Affiliates) prior to the Closing Date that which action is specifically prohibited by the terms of this Agreement or any action taken by Seller following the Closing DateAgreement; (ciii) all Liabilities to be assumed by or the responsibility of Buyer the Purchaser as set forth in Article IX Section 6.13 hereof; and (div) all liabilities and obligations of the Seller and the Business relating to the period prior to the Closing to the extent that reflected in the Sellers have satisfied any payment obligations under Section 2.5, the Seller Pro Rata Amount.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Granite Broadcasting Corp)

Assumed Obligations Relating to the Station. Subject to the provisions of Section 2.4.3 below, at the Closing, Buyer shall assume and timely pay or perform the following obligations (collectively, the “Assumed Obligations”): (a) the obligations of Sellers to the extent related to or arising in connection with the Business as of and after, and related to the period as of and after, the Closing Date, under all Contracts, except in each case, to the extent such Liabilities, but for breach or default by Sellers, would have been paid, performed or otherwise discharged prior to the Closing Date or to the extent such Liabilities arise out of any such breach or default by any Sellerdefault; (b) any Liabilities exclusively relating to the Business that arise with respect to events occurring on or after the Closing Date, and related to the period from and after the Closing Date other than as a result of (or which otherwise constitute) (i) any breach or inaccuracy of any representation, warranty, covenant or obligation of any Seller under this Agreement or (ii) any other action taken by any Seller (or their Affiliates) prior to the Closing Date that which action is not specifically prohibited by the terms of this Agreement or any action taken by Seller following the Closing DateAgreement; (c) all Liabilities to be assumed by or the responsibility of Buyer as set forth in Article IX hereof; and (d) to the extent that Sellers have satisfied any payment obligations under Section 2.5, the Seller Pro Rata Amount.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Granite Broadcasting Corp)

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Assumed Obligations Relating to the Station. Subject to the provisions of Section 2.4.3 below, at the Closing, Buyer shall assume and timely pay or perform the following obligations (collectively, the “Assumed Obligations”): (a) the obligations of Sellers to the extent related to or arising in connection with the Business as of and after, and related to the period as of and after, the Closing Date, under all Contracts, except in each case, to the extent such Liabilities, but for breach or default by Sellers, would have been paid, performed or otherwise discharged prior to the Closing Date or the extent such Liabilities arise out of any such breach or default by any Sellerdefault; (b) any Liabilities exclusively relating to the Business that arise with respect to events occurring on or after the Closing Date, and related to the period from and after the Closing Date other than as a result of (or which otherwise constitute) (i) any breach or inaccuracy of any representation, warranty, covenant or obligation of any Seller under this Agreement or (ii) any other action taken by any Seller (or their Affiliates) prior to the Closing Date that which action is specifically prohibited by the terms of this Agreement or any action taken by Seller following the Closing DateAgreement; (c) all Liabilities to be assumed by or the responsibility of Buyer as set forth in Article IX hereof; and (d) to the extent that Sellers have satisfied any payment obligations under Section 2.5, the Seller Pro Rata Amount.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Granite Broadcasting Corp)

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