Common use of Assumption of Liabilities and Obligations Clause in Contracts

Assumption of Liabilities and Obligations. (a) Except as expressly provided in this Agreement, the Evergreen Parties shall not assume or become obligated to perform any debt, liability or obligation of any EZ Party or relating to any EZ Station whatsoever, including without limitation (i) any obligations or liabilities arising under any contract, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements relating to the period prior to the Cut-off Date; (iii) any Claims or pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations prior to the Closing (other than as provided in the EZ Stations TBA); (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing. All such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ Parties.

Assumption of Liabilities and Obligations. (a) Except Subject to the provisions of paragraph 7, as expressly provided in this Agreementof the Closing Date, Broadcasting shall assume and undertake to pay, discharge and perform all the Evergreen Parties shall not assume or become obligated to perform any debt, liability or obligation obligations and liabilities of any EZ Party or Seller relating to any EZ a Station whatsoeverunder the Assumed Contracts relating to the time period beginning on or arising out of events occurring on or after the Closing Date. Subject to the LMA, including all other obligations and liabilities of Seller, including, without limitation limitation, (i) any obligations or liabilities arising under any contract, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under any contract not included in the EZ Assumable Agreements relating Assumed Contracts, (ii) obligations or liabilities under any Assumed Contract for which a consent to assignment, if required, has not been obtained as of the Closing Date, (iii) any obligations and liabilities arising under the Assumed Contracts that relate to the time period prior to the Cut-off Date; Closing Date and (iiiiv) any Claims forfeiture, claim or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceeding relating to the ownership business or operation operations of the EZ Assets or the conduct of the business of the EZ Stations any Station prior to the Closing (other than as provided in the EZ Stations TBA); (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangementDate, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing. All such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations obligation and liabilities liability solely of Seller. Other than as specified in the EZ Parties.first sentence of this paragraph 4, Buyer, directly or indirectly, shall assume no liabilities or obligations of Seller and shall not be liable therefor. If Buyer is liable by operation of law for liabilities of Seller not expressly assumed by Buyer, then Seller shall not be liable to Buyer with respect to such liabilities unless and to the extent Seller is liable to Buyer under Seller's indemnification obligations under paragraph 18. Xx. Xxxxxxx Xxxxxxx Page 5 January 16, 1998

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Sellers under the Licenses and the Assumed Contracts to the extent that either (a) Except the obligations and liabilities relate to the time after the Effective Time or (b) Buyer received a Working Capital Credit therefor under Section 2.5(a) as expressly provided in this Agreement, a result of the Evergreen Parties proration of such obligations and liabilities. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSeller, including without limitation (i) any obligations or liabilities arising under any contractContract (including any film or programming license agreement) not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Date; Effective Time except insofar as Buyer receives a Working Capital Credit therefor under Section 2.5(a), (iii) any Claims claims, litigation, or pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations prior to the Closing (other than as provided in Closing, whether asserted or filed before or after the EZ Stations TBA); Effective Time, (iv) any insurance policies obligations or liabilities of the EZ Parties; any Seller under any management incentive, employee pension, retirement, or other benefit plans, (v) any obligations or liabilities arising of any Seller under any financing arrangementcollective bargaining agreements, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee employee of the Stations for severance benefits, vacation time time, or sick leave; leave accrued prior to the Closing Date, (vii) any liability for credit agreements, note purchase agreements, indentures, or other financing arrangements, other than leases or agreements listed on Schedule 4.7 and included in the Assumed Contracts, (viii) any Taxes attributable to agreements entered into other than in the ownership or operation ordinary course of business of the EZ Assets or the EZ Stations on or prior to the Cut-off Date; Stations, or (viiiix) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSellers.

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall (a) Except assume and undertake to pay, discharge, and perform all obligations and liabilities of the Seller under the Licenses and the Assumed Contracts insofar as expressly provided in this they relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Assets or its operation of the Station on or after the Closing Date and those relating to the period prior to the Closing which Buyer agrees to assume pursuant to the prorations and adjustments and (b) shall pay that portion of the principal and interest due and payable following the Closing Date pursuant to the terms of the Credit Agreement dated as of December 29, 1995 (the "Credit Agreement"), among Whitxxxxx Xxxia, Inc. and its Affiliates, the Evergreen several Lenders From Time to Time Parties thereto, CIBC Inc., as Documentation Agent, and Banque Paribas, as Administrative Agent that is allocable to the Station as set forth in Schedule 6.03 to the Credit Agreement. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSeller, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims claims or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations Station prior to the Closing (other than as provided in the EZ Stations TBA); Closing, (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangementagreements entered into other than in the ordinary course of business, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (viv) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ employee of the Station Employee for severance benefits, vacation time time, or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or leave accrued prior to the CutClosing Date relating to any employee of Seller who is not employed or offered employment by Buyer within the 90-off Date; day adjustment period, or (viiivi) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSeller.

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of any Seller under the Licenses and the Assumed Contracts to the extent that either (a) Except the obligations and liabilities relate to the time after the Effective Time or (b) Buyer received a Working Capital Credit therefor under Section 2.4(a) as expressly provided in this Agreement, a result of the Evergreen Parties proration of such obligations and liabilities. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSeller, including without limitation (i) any obligations or liabilities arising under any contractContract (including any film or programming license agreement) not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Date; Effective Time except insofar as Buyer receives a Working Capital Credit therefor under Section 2.4(a), (iii) any Claims claims, litigation, or pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations Station prior to the Closing (other than as provided in Closing, whether asserted or filed before or after the EZ Stations TBA); Effective Time, (iv) any insurance policies obligations or liabilities of the EZ Parties; any Seller under any management incentive, employee pension, retirement, or other benefit plans, (v) any obligations or liabilities arising of any Seller under any financing arrangementcollective bargaining agreements, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ employee of the Station Employee for severance benefits, vacation time time, or sick leave; leave accrued prior to the Closing Date, (vii) any liability for credit agreements, note purchase agreements, indentures, or other financing arrangements, other than leases or agreements listed on Schedule 3.7 and included in the Assumed Contracts, (viii) any Taxes attributable to agreements entered into other than in the ownership or operation ordinary course of business of the EZ Assets or the EZ Stations on or prior to the Cut-off Date; Station, or (viiiix) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSellers.

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities (a) Except under the Licenses and the Assumed Contracts insofar as expressly provided they relate to the period on and after the Closing Date, (b) with respect to which an adjustment to the Purchase Price is made in this Agreementfavor of Buyer pursuant to Section 2.3(b), (c) to any former employee of Sellers who is hired by Buyer insofar as such obligations and liabilities relate to the Evergreen Parties period on and after the Closing Date, and (d) arising out of the business or operations of the Station on and after the Closing Date. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSellers, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Licenses or Assumed Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims claims, litigation or pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or Sellers' operation of the EZ Assets or the conduct of the business of the EZ Stations Station prior to the Closing (other than as provided in the EZ Stations TBA); Closing, (iv) any insurance policies of the EZ Parties; obligations or liabilities arising under capitalized leases or other financing agreements not assumed by Buyer, and (v) any obligations or liabilities arising of Sellers under any financing arrangement, capitalized lease employee pension or other retirement plan or collective bargaining agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation all of the EZ Assets or foregoing are referred to hereinafter collectively as the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing"Seller Retained Liabilities"). All such obligations and liabilities (the "EZ Nonassumed Liabilities") Seller Retained Liabilities shall remain and be the obligations and liabilities solely of the EZ PartiesSellers.

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities (a) Except under the Licenses and the Assumed Contracts insofar as expressly provided they relate to the period on and after the Closing Date, (b) with respect to which an adjustment to the Purchase Price is made in this Agreementfavor of Buyer pursuant to Section 2.3(b), (c) to any former employee of Seller who is hired by Buyer insofar as such obligations and liabilities relate to the Evergreen Parties period on and after the Closing Date, and (d) arising out of the business or operations of the Station on and after the Closing Date. Buyer shall not assume any other obligations or become obligated to perform any debtliabilities of Seller, liability or obligation of any EZ Party or relating to any EZ Station whatsoeverincluding, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Licenses or Assumed Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims claims, litigation or pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or Seller’s operation of the EZ Assets or the conduct of the business of the EZ Stations Station prior to the Closing (other than as provided in the EZ Stations TBA); Closing, (iv) any insurance policies of the EZ Parties; obligations or liabilities arising under capitalized leases or other financing agreements not assumed by Buyer, and (v) any obligations or liabilities arising of Seller under any financing arrangementemployment agreement, capitalized lease employee pension or retirement plan or collective bargaining agreement or any other agreement employment obligations of Seller or relating to Indebtedness for Borrowed Money; Seller’s employees (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation all of the EZ Assets or foregoing are referred to hereinafter collectively as the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing“Seller Retained Liabilities”). All such obligations and liabilities (the "EZ Nonassumed Liabilities") Seller Retained Liabilities shall remain and be the obligations and liabilities solely of the EZ PartiesSeller.

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and undertake to pay, discharge and perform (a) Except any obligation or liability of Seller and the License Subsidiaries under the Assumed Contracts, including the collective bargaining agreement referenced on Schedule 3.13 to the extent that either (1) the obligations and liabilities relate to the period after the Effective Time or (2) the Purchase Price was reduced pursuant to Section 2.5(a) as expressly provided in this Agreement, a result of the Evergreen Parties shall not assume proration or become obligated to perform adjustment of such obligations and liabilities; (b) any debt, liability or obligation to any former employee of Seller who has been hired by Buyer, attributable to any period of time on or after the Closing Date; (c) any liability or obligation arising out of any EZ Party litigation, proceeding or claim by any person or entity relating to the business or operations of any Station or any of the Assets with respect to any events or circumstances that occur or arise on or after the Closing Date; (d) any severance or other liability arising out of the termination of any employee's employment with or by Buyer on or after the Closing Date; (e) any duty, obligation or liability relating to any EZ Station whatsoeverpension, including without limitation 401(k) or other similar plan, agreement or arrangement provided by Buyer to any employee or former employee of Seller on or after the Closing Date and (f) all state and local sales or use taxes (or their equivalent) and transfer taxes or recording fees payable as a consequence of the sale of the Assets hereunder (all of the foregoing, together with other liabilities or obligations expressly assumed by Buyer hereunder, are referred to herein collectively as the "Assumed Liabilities"). Buyer shall not be required to assume any of the following: (i) any obligations or liabilities arising under any contractExcluded Contract, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Date; Effective Time except insofar as a proration or adjustment therefor is made in favor of Buyer under Section 2.5(a), (iii) any Claims liability or pending obligation arising out of any litigation, proceeding or threatened Legal Actions claim by any person or entity relating to which the business or operations of any EZ Party is a party Station or to which any of the EZ Assets with respect to any events or either of the EZ Stations is subject relating to the ownership circumstances that occur or operation of the EZ Assets or the conduct of the business of the EZ Stations exist prior to the Closing (other than as provided in the EZ Stations TBA); Date, (iv) any insurance policies credit agreements, note purchase agreements, indentures, or other financing arrangements (other than any Assumed Contracts) of the EZ Parties; Seller, and (v) subject to Section 6.12, any obligations or liabilities arising liability under any financing arrangement, capitalized lease or other agreement Applicable Environmental Laws relating to Indebtedness for Borrowed Money; the period prior to Closing. Buyer shall perform all obligations arising out of the Assets (viincluding the Assumed Contracts and the Licenses) any obligations on or after the Closing Date. Seller shall retain all liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing. All such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSeller not assumed by Buyer.

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall (a) Except assume and undertake to pay, discharge, and perform all obligations and liabilities of the Seller under the Licenses and the Assumed Contracts insofar as expressly provided in this Agreementthey relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Assets or its operation of the Station on or after the Closing Date and those relating to the period prior to the Closing which Buyer agrees to assume pursuant to the prorations and adjustments and (b) shall pay that portion of the principal and interest due and payable following the Closing Date pursuant to the terms of the Credit Agreement dated as of December 29, 1995, among Whitxxxxx Xxxia, Inc. and its Affiliates, the Evergreen several Lenders From Time to Time Parties thereto, CIBC Inc., as Documentation Agent, and Banque Paribas, as Administrative Agent that is allocable to the Station as set forth in Schedule 6.03 to the Credit Agreement. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSeller, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims claims or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations Station prior to the Closing (other than as provided in the EZ Stations TBA); Closing, (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangementagreements entered into other than in the ordinary course of business, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (viv) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ employee of the Station Employee for severance benefits, vacation time time, or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or leave accrued prior to the CutClosing Date relating to any employee of Seller who is not employed or offered employment by Buyer within the 90-off Date; day adjustment period, or (viiivi) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSeller.

Assumption of Liabilities and Obligations. (a) Except As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Sellers under the Licenses and the Assumed Contracts insofar as expressly provided in this Agreementthey relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Evergreen Parties Assets or its operation of a Station on or after the Closing Date. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSeller, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Closing Date; , unless such obligation relates to Buyer's programming of the Stations under the Time Brokerage Agreements, the Programming Agreement or the Boston Affiliation Agreement, (iii) any Claims claims or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations a Station prior to the Closing (other than as provided in Closing, unless such obligation relates to Buyer's programming of the EZ Stations TBA); under the Time Brokerage Agreements, the Programming Agreement or the Boston Affiliation Agreement, (iv) any insurance policies of the EZ Parties; obligations or liabilities arising under capitalized leases or other financing agreements, (v) any obligations or liabilities arising under any financing arrangementagreements entered into other than in the ordinary course of business, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party Seller under any EZ Employment Arrangement employee pension, retirement, health and welfare or other benefit plans or collective bargaining agreements, (including under any EZ Employee Plan), including vii) any obligation to any EZ employee of any Station Employee for severance benefits, vacation time time, or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or leave accrued prior to the Cut-off Closing Date; , or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSellers.

Assumption of Liabilities and Obligations. On the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller (a) Except under the Governmental Permits and the Assumed Contracts insofar as expressly provided in this Agreementthey relate to the time on and after the Closing Date, and (b) that arise out of events related to Buyer's ownership of the Evergreen Parties Purchased Assets or its operation of the Station on or after the Closing Date. Notwithstanding the foregoing, Buyer shall not assume at any time any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSeller, including without limitation (i) any obligations or liabilities arising under any contractcontract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims claims or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation by Seller of the EZ Assets or the conduct of the business of the EZ Stations Station prior to the Closing (other than as provided those claims referenced in the EZ Stations TBASection 1.1(f); ), (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangement, capitalized lease leases or other agreement relating to Indebtedness for Borrowed Money; financing agreements, (viv) except as provided in Section 5.3, any obligations or liabilities of any EZ Party Seller under any EZ Employment Arrangement employee pension, retirement, health and welfare or other benefit plans or collective bargaining agreements, (including under any EZ Employee Plan)vi) except as provided in Sections 1.4(c) and 5.3, including any obligation of Seller to any EZ employee of the Station Employee for severance benefits, vacation time time, or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or leave accrued prior to the Cut-off Closing Date; , or (viiivii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSeller.

Assumption of Liabilities and Obligations. (a) Except As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as expressly provided in this Agreementthey relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Evergreen Parties Assets or its operation of the Station on or after the Closing Date. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSeller, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims claims or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership construction or operation of the EZ Assets or the conduct of the business of the EZ Stations Station prior to the Closing (other than as provided in the EZ Stations TBA); Closing, (iv) any insurance policies of the EZ Parties; obligations or liabilities arising under capitalized leases or other financing agreements, (v) any obligations or liabilities arising under any financing arrangementagreements entered into other than in the ordinary course of business, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party Seller under any EZ Employment Arrangement employee pension, retirement, health and welfare or other benefit plans or collective bargaining agreements, (including under any EZ Employee Plan), including vii) any obligation to any EZ employee of the Station Employee for severance benefits, vacation time time, or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or leave accrued prior to the Cut-off Closing Date; , or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of Seller. At Closing, Seller shall retain all choses in action listed on Schedule 2.2 hereto and subject to the EZ Partiesfollowing sentences, shall retain exclusive control over the conduct of litigation relating to such choses in action. Notwithstanding the foregoing, Buyer and Seller acknowledge that Seller is conveying to Buyer plans and certain real property interests which Seller has in a site located in Bridgewater, Massachusetts (hereinafter, the "Bridgewater Site"). Seller has held a construction permit issued by the FCC for a 1,049-foot tower to be located at the Bridgewater Site, and Seller believes that the site is suitable for such a tower and transmitter facility. However, the parties acknowledge that on September 10, 1996 11 Seller filed an amendment to that construction permit as described in Section 5.1 and Seller was denied certain local permits needed to construct the tower at the Bridgewater Site. Seller understands that Buyer may elect to proceed with plans to develop the Bridgewater Site as a tower site in the future, and that if Buyer so elects, Buyer will need to obtain the local permits necessary to operate the Station from the Bridgewater Site. As a result, Seller hereby agrees to take at Buyer's expense prior to or following the Closing any and all action that Buyer may reasonably request to assist Buyer in obtaining such local permits, including, without limitation, naming Buyer as an additional plaintiff in the Bridgewater Site litigation, amending or adding a new claim to such litigation, diligently prosecuting any claims or appeals and/or taking any and all other actions relating to such litigation that Buyer may reasonably request in order to facilitate the issuance of the local permits to Buyer as promptly as possible. Nothing contained herein shall prevent Buyer from pursuing any separate actions, claims or proceedings or take any and all other separate actions relating to the Bridgewater Site litigation that Buyer may want to pursue or take in its sole discretion; provided, however, that Buyer shall consult with Seller in advance concerning any such action to be taken by Buyer and shall promptly deliver to Seller copies of all pleadings and other submissions by Buyer to a court or other tribunal in connection with such action. Buyer shall not be required to assume any obligations or liabilities under any litigation as a result of this paragraph and shall not be required to take any actions under any litigation as a result of this paragraph.

Assumption of Liabilities and Obligations. (a) Except as expressly provided Assignor, by this ----------------------------------------- assignment, hereby transfers and assigns to Assignee all of its rights, liabilities, obligations and duties in this Agreement, the Evergreen Parties shall not assume or become obligated to perform any debt, liability or obligation of any EZ Party or relating to any EZ Station whatsoeverconnection with such Assets, including without limitation (i) any obligations or liabilities arising under liability attributable to any contract, lease or agreement, products sold by Assignor through the date hereof (other than those arising any products sold by Assignor under the EZ Assumable Agreements; Brass Eagle name) and any products sold by Assignee on or after the date hereof, (ii) any obligations liability attributable to any claim by any present or liabilities under the EZ Assumable Agreements relating former employee of Assignor or by any present, former or future employee of Assignee to the period prior extent that such claim relates to medical, pension or other employee benefits that are attributable to the Cutemployment of any such individual in Assignor's non-off Date; paintball operations or in any operations of Assignee, (iii) any Claims Federal, state or pending local income taxes imposed on or threatened Legal Actions to which any EZ Party is assessed against Assignor as a party or to which any result of the EZ Assets or either of the EZ Stations is subject relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations prior to the Closing (other than as provided in the EZ Stations TBA); assignment and assumption contemplated hereby, (iv) any insurance policies Federal, state or local personal property, real property, sales, use, excise, income or other tax imposed on or assessed against Assignor to the extent that such taxes relate or are attributable to the non-paintball related business of the EZ Parties; Assignor or to any operations of Assignee, (v) any obligations or liabilities arising under any financing arrangementindebtedness, capitalized lease accounts payable or other agreement relating financial obligations attributable to Indebtedness for Borrowed Money; such Assets and (vi) any obligations other liability or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets Assignor's nonpaintball related business, or the EZ Stations on under any contracts, licenses, leases or prior other agreements transferred to the Cut-off Date; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing. All such obligations and liabilities Assignee hereby (the "EZ Nonassumed Assumed Liabilities") shall remain ); and be the obligations Assignee, by acceptance hereof, hereby assumes and liabilities solely agrees to fully and timely undertake and perform all of the EZ PartiesAssumed Liabilities and duties relating to the Assets.

Assumption of Liabilities and Obligations. (a) Except As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as expressly provided in this Agreementthey relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Evergreen Parties Assets or its operation of the Station on or after the Closing Date. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSeller, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims claims or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations Station prior to the Closing (other than as provided in the EZ Stations TBA); Closing, (iv) any insurance policies of the EZ Parties; obligations or liabilities arising under capitalized leases or other financing agreements, (v) any obligations or liabilities arising under any financing arrangementagreements entered into other than in the ordinary course of business, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party Seller under any EZ Employment Arrangement employee pension, retirement, or other benefit plans or collective bargaining agreements, (including under any EZ Employee Plan), including vii) any obligation to any EZ employee of the Station Employee for severance benefits, vacation time time, or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or leave accrued prior to the Cut-off Closing Date; or , (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , (ix) any cash program contracts, or (x) any obligation for a negative Trade Balance above $25,000, and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSeller.

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of any Seller under the Licenses and the Assumed Contracts to the extent that either (a) Except the obligations and liabilities relate to the time after the Effective Time or (b) Buyer received a Working Capital Credit therefor under Section 2.4(a) as expressly provided in this Agreement, a result of the Evergreen Parties proration of such obligations and liabilities. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSeller, including without limitation (i) any obligations or liabilities arising under any contractContract (including any film or programming license agreement) not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Date; Effective Time except insofar as Buyer receives a Working Capital Credit therefor under Section 2.4(a), (iii) any Claims claims, litigation, or pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations either Station prior to the Closing (other than as provided in Closing, whether asserted or filed before or after the EZ Stations TBA); Effective Time, (iv) any insurance policies obligations or liabilities of the EZ Parties; any Seller under any management incentive, employee pension, retirement, or other benefit plans, (v) any obligations or liabilities arising of any Seller under any financing arrangementcollective bargaining agreements, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ employee of either Station Employee for severance benefits, vacation time time, or sick leave; leave accrued prior to the Closing Date, (vii) any liability for credit agreements, note purchase agreements, indentures, or other financing arrangements, other than leases or agreements listed on Schedule 3.7 and included in the Assumed Contracts, (viii) any Taxes attributable to agreements entered into other than in the ownership or operation ordinary course of the EZ Assets or the EZ Stations on or prior to the Cut-off Date; business of either Station, or (viiiix) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSellers.

Assumption of Liabilities and Obligations. (a) Except As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as expressly provided in this Agreementthey relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Evergreen Parties Assets or its operation of the Stations on or after the Closing Date. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSeller, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims claims or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations prior to the Closing (other than as provided in the EZ Stations TBA); Closing, (iv) other than the Assumed Contracts, any insurance policies of the EZ Parties; obligations or liabilities arising under capitalized leases or other financing agreements, (v) any obligations or liabilities arising under any financing arrangementagreements entered into other than in the ordinary course of business, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party Seller under any EZ Employment Arrangement employee pension, retirement, health and welfare or other benefit plans, including the Employee Plans and the Compensation Arrangements (including in each case as defined below), and under any EZ Employee Plan)employment, including consulting or collective bargaining agreements, (vii) any obligation to any EZ Station Employee employee of the Stations for severance benefits, vacation time time, or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or leave accrued prior to the Cut-off Closing Date; , except that Buyer shall assume the unused vacation time and sick leave of employees of the Stations who are hired by Buyer at Closing subject to Buyer receiving an adjustment in its favor for the value of such time and leave under SECTION 2.3(a) or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSeller.

Assumption of Liabilities and Obligations. As of the Closing Date and subject to Buyer's right to reject the assignment of the TBA, Buyer shall assume and undertake to pay, discharge and perform all obligations and liabilities of Seller under the Licenses, the TBA and the other Assumed Contracts to the extent that either (a) Except the obligations and liabilities relate to the time after the Effective Time with respect to the Station or (b) the Purchase Price was reduced pursuant to Section 2.3.1 as expressly provided in this Agreement, a result of the Evergreen Parties proration of such obligations and liabilities. Buyer shall not assume any other obligations or become obligated to perform any debtliabilities of Seller, liability or obligation of any EZ Party or relating to any EZ Station whatsoeverincluding, including without limitation limitation, (i) any obligations or liabilities arising under any contract, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Date; Effective Time except insofar as an adjustment therefor is made in favor of Buyer under Section 2.3.1, (iiiii) any Claims claims or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations Station prior to the Closing Closing, (other than as provided in the EZ Stations TBA); (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (viiii) any obligations or liabilities of any EZ Party Seller under any EZ Employment Arrangement management incentive, employee pension, retirement, or other benefit plans, (including iv) any obligations or liabilities of Seller under any EZ Employee Plan)collective bargaining agreements, including (v) any obligation to any EZ employee of the Station Employee for severance benefits, vacation time time, or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or leave accrued prior to the Cut-off Closing Date; , (vi) any credit agreements, note purchase agreements, indentures, capital leases, or other financing arrangements, or (viiivii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSeller.

Assumption of Liabilities and Obligations. Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of the Sellers with respect to (a) Except the Non-License Assets, including the FC Assumed Contracts (subject to Section 5.9 hereof), as expressly provided in this Agreementof the First Closing Date to the extent that either (i) the obligations and liabilities relate to the time after the Effective Time, or (ii) the Evergreen Parties Purchase Price was reduced pursuant to Section 2.3(a) as a result of the proration of such obligations and liabilities, and (b) the License Assets, including the LC Assumed Contracts (subject to Section 5.9 hereof) and the FCC Licenses, as of the License Closing Date to the extent that either (i) the obligations and liabilities relate to the time after the FCC Effective Time, or (ii) the Purchase Price was reduced pursuant to Section 2.3(a) as a result of the proration of such obligations and liabilities. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSellers, including without limitation (i1) any obligations or liabilities arising with respect to any Excluded Asset, including any obligations or liabilities under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii2) any obligations or liabilities under the EZ Assumable Agreements FC Assumed Contracts relating to the period prior to the Cut-off Date; (iii) any Claims Effective Time or pending or threatened Legal Actions to which any EZ Party is a party or to which any of under the EZ Assets or either of the EZ Stations is subject LC Assumed Contracts relating to the ownership period prior to the FCC Effective Time, subject to Section 5.9 hereof, except insofar as an adjustment therefor is made in favor of Buyer under Section 2.3(a), (3) any claims or pending litigation or proceedings relating to the operation of the EZ Assets or the conduct of the business of the EZ Stations Station prior to the First Closing Date, (other than as provided in the EZ Stations TBA); (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi4) any obligations or liabilities of any EZ Party Sellers under any EZ Employment Arrangement employee pension, retirement, or other benefit plans, or (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii5) any liability for any Taxes attributable to all taxes in connection with the ownership or operation of the EZ Assets or the EZ Stations on or Station prior to the Cut-off Date; Effective Time or the FCC Effective Time (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission as appropriate). The foregoing provisions of any EZ Party prior this Section 2.5 shall be subject to the Closing. All such terms of the JSA with respect to the payment, discharge, and performance of all obligations and liabilities (that arise with respect to the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely operation of the EZ PartiesStation during the period between the Effective Time and the FCC Effective Time.

Assumption of Liabilities and Obligations. As of the Closing Date, ----------------------------------------- Buyer shall assume and pay, discharge and perform the following (a) Except as expressly provided in this Agreementcollectively, the Evergreen Parties shall not assume or become obligated to perform any debt, liability or obligation of any EZ Party or relating to any EZ Station whatsoever, including without limitation "ASSUMED LIABILITIES"): (i) any all the obligations or and liabilities arising of Seller under any contractthe Franchises and the Contracts insofar as they relate to the time period on and after the Closing Date, lease or agreementand arise out of events, other than those arising under the EZ Assumable AgreementsClosing itself, occurring on or after the Closing Date; (ii) all obligations and liabilities of Seller to all customers of the Systems for any advance payments or deposits, if and to the extent that an adjustment was made to the Base Price with respect to such customers pursuant to Subsection 2.5.2 above; (iii) all obligations and liabilities arising out of events occurring on or liabilities after the Closing Date related to Buyer's ownership of the Assets or its conduct of the business or operations of the Systems on or after the Closing Date; (iv) obligations under the EZ Assumable Agreements relating Contracts with respect to the period prior to the Cut-off Date; (iii) any Claims or pending or threatened Legal Actions Closing Date for which an adjustment is made as of Closing to which any EZ Party is a party or to which any the extent of the EZ Assets or either of the EZ Stations is subject relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations prior to the Closing (other than as provided in the EZ Stations TBA)adjustment made under this Agreement; (iv) any insurance policies of the EZ Parties; and (v) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing. All such obligations and liabilities (listed on SCHEDULE 2.6; provided, however, that in no event shall Buyer be obligated to assume any Contract that should have been disclosed on SCHEDULE 3.7 but which Seller failed to disclose thereon unless approved pursuant to Section 5.1 hereof, or any Contract which, had it been in existence on the "EZ Nonassumed Liabilities") date hereof, would have been required to be disclosed on SCHEDULE 3.7 unless such Contract is approved pursuant to Section 5.1. All other obligations and liabilities of Seller shall remain and be the obligations and liabilities solely of Seller, including without limitation any refund liability relating to the EZ Partiesperiod prior to the Closing. Other than the Assumed Liabilities, Buyer shall not assume or become liable for, and does not agree to perform or discharge, any liabilities or obligations of Seller.

Assumption of Liabilities and Obligations. (a) Except As of the applicable ----------------------------------------- Closing Date, ACN Holdings shall assume and undertake to pay, discharge and perform all current liabilities of the Contributed Franchises as expressly provided determined in this Agreementaccordance with GAAP but only to the extent included in the Final First Closing Capstar Working Capital and/or the Final Second Closing Capstar Working Capital, as applicable, and the Evergreen Parties shall not assume or become obligated to perform any debt, liability or obligation obligations and liabilities of any EZ Party or relating to any EZ Station whatsoever, including without limitation (i) any obligations or liabilities arising under any contract, lease or agreement, other than those arising Capstar under the EZ Assumable Agreements; (ii) any obligations Assumed Contracts, whether or liabilities under the EZ Assumable Agreements not relating to the time period prior to the Cut-off Date; (iii) any Claims or pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations prior to the Closing (other than as provided in the EZ Stations TBA); (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations beginning on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused by, arising out ofof events occurring on or after the applicable Closing Date. Notwithstanding the foregoing sentence, or resulting from any action or omission of any EZ Party prior to the Closing. All such following obligations and liabilities (the "EZ Nonassumed Liabilities") of Capstar and its Subsidiaries shall remain and be the obligation and liability solely of Capstar and its Subsidiaries: obligations or liabilities under any Contract not included in the Assumed Contracts, obligations or liabilities under any Assumed Contract for which a Consent, if required, has not been obtained as of the applicable Closing Date, and any unpaid Taxes or Employee Benefit Plan obligations. Other than as specified in the first sentence of this Section 2.6, ACN Holdings, directly or indirectly, shall assume no liabilities or obligations of Capstar and shall not be liable therefor. This Section 2.6 is not intended to and shall not benefit any person other than Capstar and ACN Holdings. Nothing in this Section 2.6 shall create or be construed as creating any third party beneficiary right in any person. Notwithstanding anything contained herein to the contrary, none of the liabilities or obligations to be assumed by ACN Holdings pursuant to the terms of this Agreement (including pursuant to the assumption of the obligations and liabilities solely under the Assumed Contracts) shall include any liabilities or obligations arising out of the EZ Partiesindebtedness for borrowed money, installment payment or deferred purchase price liabilities or obligations, liabilities or obligations evidenced by any note, bond, debenture or other debt security or capital lease liabilities or obligations.

Assumption of Liabilities and Obligations. (a) The American Parties agree to assume the EXCL Assumable Agreements at the Closing or, to the extent provided in the EXCL Stations TBA, upon the TBA Date of the EXCL Stations TBA. Except as expressly provided in this Agreement, including without limitation Section 2.3(d), or in the Evergreen EXCL Stations TBA, the American Parties shall not assume or become obligated to perform any debt, liability or obligation of any EZ EXCL Party or relating to any EZ Station the ownership or operation of the EXCL Assets or the conduct of the business of the EXCL Stations prior to the Closing whatsoever, including without limitation other than to the extent set forth in the assumption of the EXCL Assumable Agreements. The parties acknowledge and agree that the assumption of the EXCL Assumable Agreements shall not, except to the extent of any proration pursuant to the provisions of Section 2.3(c), entail the assumption by the American Parties of any obligation or liability of any EXCL Party with respect to (i) any obligations or liabilities arising under any contract, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ EXCL Assumable Agreements relating to the period prior to the Cut-off Date; (iiiii) any Claims or pending or threatened Legal Actions to which any EZ EXCL Party is a party or to which any of the EZ EXCL Assets or either of the EZ EXCL Stations is subject relating to the ownership or operation of the EZ EXCL Assets or the conduct of the business of the EZ EXCL Stations prior to the Closing (other than as provided in the EZ EXCL Stations TBA); (iv) any insurance policies of the EZ Parties; (viii) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ EXCL Assets or the EZ conduct of the business of the EXCL Stations on or prior to the Cut-off Closing Date; or (viiiiv) any obligations or liabilities caused by, arising out of, due to or resulting from any action or omission because of any EZ Party past service liability, vested benefits, retirement plan insolvencies or other obligation under local, state or federal law (including ERISA) relating to any EXCL Station Employees with respect to periods prior to the ClosingClosing Date (or the Cut-Off Date with respect to EXCL Station Employees employed by American under the EXCL Stations TBA), except for amounts covered by the prorations provided for in Section 2.3(c). All such obligations and liabilities (the "EZ EXCL Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesEXCL Parties (or one of them).

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as they relate to the time on or after the Closing Date, and arise out of events related to Buyer's ownership of the Assets or its operation of the Stations on or after the Closing Date (a) Except as expressly provided in this Agreementcollectively, the Evergreen Parties "Assumed Liabilities"); provided, however, that the total amount of obligations and liabilities under the programming agreements listed in Schedule 3.7 (as in effect on the date hereof), whether in cash, barter or otherwise, that Buyer is required to assume at Closing shall in no event exceed Nine Million Dollars ($9,000,000) in the aggregate for all such programming agreements. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSeller, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts or relating to any Excluded Asset, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims claims or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations any Station prior to the Closing (other than as provided in the EZ Stations TBA); Closing, (iv) any insurance policies of the EZ Parties; obligations or liabilities arising under capitalized leases or other financing agreements, (v) any obligations or liabilities arising under agreements (other than any financing arrangementAssumed Contracts) entered into other than in the ordinary course of business, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party Seller under any EZ Employment Arrangement employee pension, retirement, health and welfare or other benefit plans or collective bargaining agreements, (including under any EZ Employee Plan), including vii) any obligation to any EZ Station Employee employee of the Stations for severance benefits, vacation time time, or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or leave accrued prior to the Cut-off Closing Date; , or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSeller.

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as they relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Assets or its operation of the Station on or after the Closing Date (a) Except as expressly provided in this Agreement, the Evergreen Parties "Assumed Liabilities"). Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSeller, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims claims or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations Station prior to the Closing (other than as provided in the EZ Stations TBA); Closing, (iv) any insurance policies of the EZ Parties; obligations or liabilities arising under capitalized leases or other financing agreements which are not Assumed Contracts, (v) any obligations or liabilities arising under any financing arrangementagreements entered into other than in the ordinary course of business which are not Assumed Contracts, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party Seller under any EZ Employment Arrangement employee pension, retirement, health and welfare, or other benefit plans or collective bargaining agreements, (including under any EZ Employee Plan), including vii) any obligation to any EZ employee of the Station Employee for severance benefits, vacation time time, or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or leave accrued prior to the Cut-off Closing Date; , or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSeller.

Assumption of Liabilities and Obligations. (a) Except as expressly provided in this AgreementAs of the Closing Date, the Evergreen Parties Purchaser shall not assume and timely pay, discharge and perform when due or become obligated to perform any debt, liability or obligation of any EZ Party or relating to any EZ Station whatsoever, including without limitation payable (i) any all the obligations and liabilities of the Sellers under the Licenses (to the extent such Licenses are lawfully transferred to the Purchaser) and under the Assumed Contracts, insofar as such obligations and liabilities relate to the time period after the Closing and arise out of events occurring after the Closing or are reflected in the Closing Date Adjusted Working Capital, (ii) all obligations and liabilities arising under out of events occurring after the Closing related to the Purchaser's ownership of or control over the Assets or the Purchaser's conduct of the operations of the Facilities after the Closing and (iii) those trade payables, accruals and other current liabilities specifically set forth on SCHEDULE 2.5, including those relating to Hired Employees and those severance obligations with respect to employees who are not offered employment as set forth in Section 6.8.2, or to the extent they are included in the Closing Date Adjusted Working Capital. All other obligations and liabilities of any contract, lease or agreement, Seller other than those arising under set forth in the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements relating to the period prior to the Cut-off Date; (iii) any Claims or pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations prior to the Closing (other than preceding sentence and except as provided in the EZ Stations TBA); (iv) Section 11, including, without limitation, any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable Environmental Claims to the ownership or operation of the EZ Assets or the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused by, extent arising out of, based on or resulting from any action conditions or omission of any EZ Party circumstances existing or occurring prior to the Closing. All such , any obligations under the Licenses, Assumed Contracts, Cost Reports or Cost Report Settlements relating to any time prior to the Closing, any claims or pending litigation or proceedings relating to the business or operation of a Facility prior to the Closing, any and liabilities all wages, salaries, severance, vacation, sick pay or other amounts accrued or payable to any Seller's employees (other than those included in the "EZ Nonassumed Liabilities"Closing Date Adjusted Working Capital or assumed as provided above) and any Employee Plan, Compensation Arrangement, Multi-employer Plan or collective bargaining agreement of any Seller, shall remain and be the obligations and liabilities solely of such Seller. Other than as specified herein, the EZ PartiesPurchaser shall assume no liabilities or obligations of any Seller.

Assumption of Liabilities and Obligations. (a) Except as expressly provided in this AgreementAs of the date of Closing, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities arising under the Evergreen Parties Land Leases, Sign Leases, Service Contracts, or otherwise arising from the ownership or operation of the Assets and the conduct of the Outdoor Advertising Business to the extent that such obligations and liabilities relate to the time after the Closing. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSeller, including without limitation (i) limitation: any obligations or liabilities arising under any contract, lease or agreement, other than those arising under agreement not included in the EZ Assumable Agreementsagreements to be assigned hereunder; (ii) any obligations or liabilities under the EZ Assumable Agreements agreements to be assigned hereunder relating to a period prior to Closing; any claims, litigation, or proceedings relating to the period prior to the Cut-off Date; (iii) any Claims or pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations Outdoor Advertising Business prior to the Closing (other than as provided in the EZ Stations TBA)Closing, whether asserted or filed before or after Closing; (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party Seller under any EZ Employment Arrangement (including management incentive, employee pension, retirement, or other benefit plans; any obligations or liabilities of Seller under any EZ Employee Plan), including collective bargaining agreement; any obligation to any EZ Station Employee employee of Seller for severance benefits, vacation time time, or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or leave accrued prior to Closing; any credit agreements, note purchase agreements, indentures, or other financing arrangements; any agreements entered into other than in the Cut-off Dateordinary course of business; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All of such excluded obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSeller.

Assumption of Liabilities and Obligations. As of the First Closing Date, Buyers shall assume and undertake to pay, discharge, and perform all obligations and liabilities (a) Except under the Licenses (other than the FCC Licenses) and the Assumed Contracts insofar as expressly provided they relate to the period on and after the First Closing Date, (b) with respect to which an adjustment to the First Closing Purchase Price is made in this Agreementfavor of Buyers pursuant to Section 2.4(b), (c) to any former employee of Sellers who is hired by Buyers as of the Evergreen Parties First Closing Date insofar as such obligations and liabilities relate to the period on and after the First Closing Date, and (d) arising out of the business or operations of the Stations on and after the First Closing Date (except to the extent such obligations and liabilities relate to the FCC Licenses or other Assets not conveyed to Buyers). As of the Second Closing Date, Buyers shall assume and undertake to pay, discharge and perform all obligations and liabilities (x) under the FCC Licenses insofar as they relate to the period on and after the Second Closing Date, (y) with respect to which an adjustment to the Second Closing Purchase Price is made in favor of Buyers pursuant to Section 2.4(c), and (z) to any former employee of Sellers who is hired by Buyers as of the Second Closing Date insofar as such obligations and liabilities relate to the period on and after the Second Closing Date. Buyers shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSellers, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Licenses or Assumed Contracts relating to the period prior to the Cut-off First Closing Date; , (iii) any Claims claims, litigation or pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations prior to the First Closing, regardless of whether such claims, litigation or proceedings are asserted or instituted before, on, or after the First Closing (other than as provided in the EZ Stations TBA); Date, (iv) any insurance policies claims, litigation or proceedings relating to the FCC Licenses prior to the Second Closing, regardless of whether such claims, litigation or proceedings are asserted or instituted before, on or after the Second Closing (it being understood, however, that this clause (iv) shall not limit or otherwise affect any obligation of Buyers under Section 10.3 hereof), (v) any obligations for employees of any one of the EZ Parties; Sellers who are not hired by a Buyer, including, but not limited to, COBRA coverage, (vvi) any obligations or liabilities arising under any financing arrangement, capitalized lease leases or other agreement relating to Indebtedness for Borrowed Money; financing agreements not assumed by Buyers, and (vivii) any obligations or liabilities of any EZ Party Sellers under any EZ Employment Arrangement employee pension or retirement plan or any collective bargaining agreement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation all of the EZ Assets or foregoing are referred to hereinafter collectively as the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing"Retained Liabilities"). All such obligations and liabilities (the "EZ Nonassumed Liabilities") Retained Liabilities shall remain and be the obligations and liabilities solely of the EZ PartiesSellers.

Assumption of Liabilities and Obligations. (a) Except as expressly provided in this AgreementAs of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Sellers under the Licenses, the Evergreen Parties Assumed Contracts, or as otherwise specifically provided for herein to the extent that either (i) the obligations and liabilities relate to the time after the Effective Time (including as a result of any deferral disclosed on Schedule 2.3(b)(v)), or (ii) the Purchase Price was reduced pursuant to Section 2.3(b) as a result of the proration of such obligations and liabilities; provided liabilities arising under any Environmental Laws which arise after the Effective Time shall be treated as relating to the time after the Effective Time notwithstanding that the conditions giving rise to such liabilities may have existed prior to the Effective Time; provided, further, such treatment shall not limit Buyer’s rights to indemnification pursuant to, and subject to the limitations of, Section 10 hereof. Except to the extent provided to the contrary herein, Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSellers, including without limitation (i1) any obligations or liabilities arising under any contract, lease or agreement, other than those arising under Contract not included in the EZ Assumable AgreementsAssumed Contracts; (ii2) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off DateEffective Time, except insofar as an adjustment therefor is made in favor of Buyer under Section 2.3(b); (iii3) any Claims liabilities, claims or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets Stations or the conduct of the business of the EZ Stations Real Property Interests prior to the Closing Effective Time; or (other than as provided in the EZ Stations TBA); (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi4) any obligations or liabilities of any EZ Party Sellers under any EZ Employment Arrangement (including under any EZ Employee Welfare Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time Pension Plan or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing. All such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ Partiesother Benefit Arrangements.

Assumption of Liabilities and Obligations. (a) Except As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as expressly provided in this Agreementthey relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Evergreen Parties Assets or its operation of the Station on or after the Closing Date. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSeller, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims claims or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations Station prior to the Closing (other than as provided in the EZ Stations TBA); Closing, (iv) any insurance policies of the EZ Parties; obligations or liabilities arising under capitalized leases or other financing agreements, (v) any obligations or liabilities arising under any financing arrangementagreements entered into other than in the ordinary course of business, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party Seller under any EZ Employment Arrangement (including under any EZ Employee Plan)employee pension, retirement, health and welfare or other benefit plans, including any Employee Plan or Compensation Arrangement as defined in Section 3.20, or collective bargaining agreements, (vii) any obligation to any EZ employee of the Station Employee for severance benefits, vacation time time, or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or leave accrued prior to the Cut-off Closing Date; , or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSeller.

Assumption of Liabilities and Obligations. As of the First Closing Date, Buyers shall assume and undertake to pay, discharge, and perform all obligations and liabilities (a) Except under the Licenses (other than the FCC Licenses) and the Assumed Contracts insofar as expressly provided they relate to the period on and after the First Closing Date, (b) with respect to which an adjustment to the First Closing Purchase Price is made in this Agreementfavor of Buyers pursuant to Section 2.4(b), (c) to any former employee of Sellers who is hired by Buyers as of the Evergreen Parties First Closing Date insofar as such obligations and liabilities relate to the period on and after the First Closing Date, and (d) arising out of the business or operations of the Stations on and after the First Closing Date (except to the extent such obligations and liabilities relate to the FCC Licenses or other Assets not conveyed to Buyers). As of the Second Closing Date, Buyers shall assume and undertake to pay, discharge and perform all obligations and liabilities (x) under the FCC Licenses insofar as they relate to the period on and after the Second Closing Date, (y) with respect to which an adjustment to the Second Closing Purchase Price is made in favor of Buyers pursuant to Section 2.4(c), and (z) to any former employee of Sellers who is hired by Buyers as of the Second Closing Date insofar as such obligations and liabilities relate to the period on and after the Second Closing Date. Buyers shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSellers, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Licenses or Assumed Contracts relating to the period prior to the Cut-off First Closing Date; , (iii) any Claims claims, litigation or pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations prior to the First Closing, regardless of whether such claims, litigation or proceedings are asserted or instituted before, on, or after the First Closing (other than as provided in the EZ Stations TBA); Date, (iv) any insurance policies claims, litigation or proceedings relating to the FCC Licenses prior to the Second Closing, regardless of whether such claims, litigation or proceedings are asserted or instituted before, on or after the EZ Parties; Second Closing (it being understood, however, that this clause (iv) shall not limit or otherwise affect any obligation of Buyers under Section 10.3 hereof), (v) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities employees of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation one of the EZ Assets or the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused bySellers who are not hired by a Buyer, arising out ofincluding, or resulting from any action or omission of any EZ Party prior to the Closing. All such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ Parties.but not limited to, COBRA coverage,

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all Liabilities of Seller to be assumed, observed and performed by Seller from and after the Closing Date (collectively, the "Assumed Liabilities") (a) Except under the FCC Licenses and the Contracts insofar as expressly provided such Liabilities arise on and after the Closing Date and relate to the period on or after the Closing Date, (b) with respect to which an adjustment to the Purchase Price is made in this Agreementfavor of Buyer pursuant to Section 2.4(b), and (c) to any employee of Seller who is hired by Buyer insofar as such Liabilities arise on and after the Evergreen Parties Closing Date and relate to the period on or after the Closing Date. Buyer shall not assume any other obligations or become obligated to perform any debtliabilities of Seller, liability or obligation of any EZ Party or relating to any EZ Station whatsoeverincluding, including without limitation limitation, (i) any obligations or liabilities arising Liabilities under any contractContract which is an Excluded Asset, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities Liabilities under the EZ Assumable Agreements Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims claims or pending or threatened Legal Actions to which any EZ Party is a party litigation or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations Station prior to the Closing (other than as provided in the EZ Stations TBA); Closing, (iv) any insurance policies Liabilities of the EZ Parties; Seller under any Elcom Employee Benefit Plans and (v) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities Liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability Seller for any Taxes attributable accrued vacation pay for any employees of the Station (except to the ownership or operation extent provided for in Section 8.4(b) hereof). Except as expressly set forth in this Section 2.6, Buyer does not assume any Liabilities of the EZ Assets Seller or the EZ Stations on or prior to the Cut-off Date; or (viii) Station and Seller shall defend, indemnify and hold Buyer harmless from and against any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing. All such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely all Liabilities of the EZ PartiesSeller and the Station other than those expressly assumed herein.

Assumption of Liabilities and Obligations. As of the Closing Date, Holdings shall assume and undertake to pay, discharge and perform (a) Except as expressly provided in this Agreement, any obligation or liability of LIN-Texas under the Evergreen Parties shall not assume or become obligated Assumed Contracts to perform the extent that the obligations and liabilities relate to the period after the Effective Time; (b) any debt, liability or obligation to any former employee of LIN-Texas who has been hired by Holdings, attributable to any period of time on or after the Closing Date; (c) any liability or obligation arising out of any EZ Party litigation, proceeding or claim by any person or entity relating to LIN-Texas's business or operations with respect to the Station or any of the Assets in connection with any events or circumstances that occur or arise on or after the Closing Date; (d) any severance or other liability arising out of the termination of any employee's employment with or by Holdings on or after the Closing Date; (e) any duty, obligation or liability relating to any EZ Station whatsoeverpension, including without limitation 401(k) or other similar plan, agreement or arrangement provided by Holdings to any employee or former employee of LIN-Texas on or after the Closing Date; and (if) all state and local sales or use Taxes (or their equivalent) and transfer taxes or recording fees payable as a consequence of the sale of the Assets hereunder (all of the foregoing, together with other liabilities or obligations expressly assumed by Holdings hereunder, are referred to herein collectively as the "Assumed Liabilities"). Holdings shall not be required to assume any obligations or liabilities arising under any contract, lease or agreement, other than those arising under of the EZ Assumable Agreements; following: (iiA) any obligations or liabilities under the EZ Assumable Agreements any Excluded Contract, (B) any liability or obligation arising out of any litigation, proceeding or claim by any Person relating to the period prior LIN-Texas's business or operations with respect to the Cut-off Date; (iii) any Claims Station or pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets in connection with any events or either of the EZ Stations is subject relating to the ownership circumstances that occur or operation of the EZ Assets or the conduct of the business of the EZ Stations exist prior to the Closing Date, and (C) any credit agreements, note purchase agreements, indentures, or other financing arrangements (other than as provided in the EZ Stations TBA); (ivany Assumed Contracts) any insurance policies of LIN-Texas. Holdings shall perform all obligations arising out of the EZ Parties; Assets (vincluding the Assumed Contracts and the Licenses) any obligations on or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or after the Closing Date. LIN-Texas shall retain all liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or prior to the CutLIN-off Date; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing. All such obligations and liabilities Texas not assumed by Holdings (the "EZ Nonassumed Retained Liabilities") shall remain and be the obligations and liabilities solely of the EZ Parties).

Assumption of Liabilities and Obligations. (a) Except As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Sellers under the Licenses and the Assumed Contracts insofar as expressly provided in this Agreement, they relate to the Evergreen Parties time on and after the Closing Date. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSellers, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims liabilities, obligations, claims or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations prior to the Closing (other than as provided in the EZ Stations TBA); Closing, (iv) any insurance policies of the EZ Parties; obligations or liabilities arising under capitalized leases or other financing agreements, (v) any obligations or liabilities arising of Sellers under any financing arrangementemployee pension, capitalized lease retirement, health and welfare or other agreement relating to Indebtedness for Borrowed Money; benefit plans or collective bargaining agreements, (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan)except as provided in Section 6.12, including any obligation to any EZ Station Employee employee of Sellers for severance benefits, vacation time time, or sick leave; leave accrued prior to the Closing Date, (vii) any liability for any Taxes attributable to the ownership or that arise from Sellers’ operation of the EZ Assets Stations, or the EZ Stations ownership of the Assets for periods or portions of periods that end on or prior to the Cut-off Date; or Adjustment Time, (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Sellers prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of Sellers; or (ix) any of Sellers’ liabilities or obligations under this Agreement or the EZ PartiesSellers Ancillary Agreements.

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities (a) Except under the Licenses and the Assumed Contracts insofar as expressly provided they relate to the period on and after the Closing Date, (b) with respect to which an adjustment to the Purchase Price is made in this Agreementfavor of Buyer pursuant to Section 2.3(b), (c) to any former employee of Seller who is hired by Xxxxx insofar as such obligations and liabilities relate to the Evergreen Parties period on and after the Closing Date, and (d) arising out of the business or operations of the Station on and after the Closing Date. Buyer shall not assume any other obligations or become obligated to perform any debtliabilities of Seller, liability or obligation of any EZ Party or relating to any EZ Station whatsoeverincluding, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Licenses or Assumed Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims claims, litigation or pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or Seller’s operation of the EZ Assets or the conduct of the business of the EZ Stations Station prior to the Closing (other than as provided in the EZ Stations TBA); Closing, (iv) any insurance policies of the EZ Parties; obligations or liabilities arising under capitalized leases or other financing agreements not assumed by Buyer, and (v) any obligations or liabilities arising of Seller under any financing arrangementemployment agreement, capitalized lease employee pension or retirement plan or collective bargaining agreement or any other agreement employment obligations of Seller or relating to Indebtedness for Borrowed Money; Seller’s employees (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation all of the EZ Assets or foregoing are referred to hereinafter collectively as the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing“Seller Retained Liabilities”). All such obligations and liabilities (the "EZ Nonassumed Liabilities") Seller Retained Liabilities shall remain and be the obligations and liabilities solely of the EZ PartiesSeller.

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall (a) Except assume and undertake to pay, discharge, and perform all obligations and liabilities of the Seller under the Licenses and the Assumed Contracts insofar as expressly provided in this Agreementthey relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Assets or its operation of the Station on or after the Closing Date and those relating to the period prior to the Closing which Buyer agrees to assume pursuant to the prorations and adjustments and (b) shall pay that portion of the principal and interest due and payable following the Closing Date pursuant to the terms of the Credit Agreement dated as of December 29, 1995, among Whitxxxxx Xxxia, Inc. and its Affiliates, the Evergreen several Lenders From Time to Time Parties thereto, CIBC Inc., as Documentation Agent, and Banque Paribas, as Administrative Agent that is allocable to the Station as set forth in Schedule 6.03 to the Credit Agreement. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSeller, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims claims or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations Station prior to the Closing (other than as provided in the EZ Stations TBA); Closing, (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangementagreements entered into other than in the ordinary course of business, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (viv) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ employee of the Station Employee for severance benefits, vacation time time, or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or leave accrued prior to the CutClosing Date relating to any employee of Seller who is not employed or offered employment by Buyer within the 90-off Date; day adjustment period, or (viiivi) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSeller. SECTION 3.

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall (a) Except assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as expressly provided they relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Assets or its operation of the Stations on or after the Closing Date and (b) undertake to pay all sales commissions with respect to the Accounts Receivable collected after the Closing Date in this Agreement, accordance with the Evergreen Parties policy set forth on Schedule 2.5. Buyer shall not assume any other obligations or become obligated to perform any debt, liability or obligation liabilities of any EZ Party or relating to any EZ Station whatsoeverSeller, including without limitation (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims claims or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations any Station prior to the Closing (other than as provided in the EZ Stations TBA); Closing, (iv) any insurance policies of the EZ Parties; obligations or liabilities arising under capitalized leases or other financing agreements, (v) any obligations or liabilities arising under any financing arrangementagreements entered into other than in the ordinary course of business, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party Seller under any EZ Employment Arrangement employee pension, retirement, health and welfare or other benefit plans or collective bargaining agreements, (including under any EZ Employee Plan), including vii) any obligation to any EZ employee of any Station Employee for severance benefits, vacation time time, or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or leave accrued prior to the Cut-off Closing Date; or , and (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSeller.

Assumption of Liabilities and Obligations. (a) Except Subject to the ----------------------------------------- provisions of Paragraph 7, as expressly provided in this Agreementof the Closing Date, Buyer shall assume and undertake to pay, discharge and perform only the Evergreen Parties shall not assume or become obligated to perform any debt, liability or obligation obligations and liabilities of any EZ Party or Seller under the Assumed Contracts relating to any EZ Station whatsoeverthe time period beginning on or arising out of events occurring on or after the Closing Date. All other obligations and liabilities of Seller, including without limitation including, but not limited to (i) any obligations or liabilities arising under any contract, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under any contract not included in the EZ Assumable Agreements relating Assumed Contracts, (ii) obligations or liabilities under any Assumed Contract for which a consent to assignment, if required, has not been obtained as of the Closing Date, (iii) any obligations and liabilities arising under the Assumed Contracts that relate to the time period prior to the Cut-off Date; Closing Date and (iiiiv) any Claims forfeiture, claim or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceeding relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations Seller prior to the Closing (other than as provided in the EZ Stations TBA); (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangementDate, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing. All such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations obligation and liabilities liability solely of Seller. Other than as specified in the EZ Partiesfirst sentence of this Paragraph 4, notwithstanding anything contained in this Agreement to the contrary, Buyer does not assume or agree to pay, directly or indirectly, satisfy, discharge or perform, and will not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the execution of this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have agreed to pay, satisfy, discharge or perform, any liability or obligation of the Seller other than the Assumed Contracts.

Assumption of Liabilities and Obligations. (a) Except as expressly provided in this AgreementAs of the Closing Date, Buyer shall assume and undertake to pay, discharge and perform all the Evergreen Parties shall not assume or become obligated to perform any debt, liability or obligation obligations and liabilities of any EZ Party or Seller relating to any EZ the Station whatsoeverunder the Licenses and the Assumed Contracts assumed by Buyer relating to the time period beginning on or arising out of events occurring on or after the Closing Date. All other obligations and liabilities of Seller, including without limitation (i) any obligations or liabilities arising under any contract, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under any contract not included in the EZ Assumable Agreements relating Assumed Contracts, (ii) obligations or liabilities under any Assumed Contract for which a Consent, if required, has not been obtained as of the Closing (until such consent has been obtained), (iii) any obligations and liabilities arising under the Assumed Contracts that relate to the time period prior to the Cut-off Date; (iii) any Claims Closing Date or pending or threatened Legal Actions to which any EZ Party is a party or to which any arise out of the EZ Assets or either of the EZ Stations is subject relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations events occurring prior to the Closing (other than as provided in the EZ Stations TBA); Date, (iv) any insurance policies forfeiture, claim or pending litigation or proceeding relating to the business or operations of the EZ Parties; Station prior to the Closing Date, and (v) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation with respect employees of the EZ Assets or the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused byStation who are not employed by Buyer, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing. All such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations obligation and liabilities liability solely of Seller. Other than as specified in the EZ Partiesfirst sentence of this Section 2.5, Buyer, directly or indirectly, shall assume no liabilities or obligations of Seller and shall not be liable therefor. If Buyer is liable by operation of law for liabilities of Seller not expressly assumed by Buyer, then Seller shall not be liable to Buyer with respect to such liabilities unless and to the extent the Seller is liable to Buyer under its indemnification obligations under Article XI.

Assumption of Liabilities and Obligations. (a) Except as expressly provided in this AgreementAs of the Closing Date, the Evergreen Parties Purchaser shall not assume and timely pay, discharge and perform when due or become obligated payable (i) all the obligations and liabilities of the Seller under the Licenses (to perform the extent such Licenses are lawfully transferred to the Purchaser) and under the Assumed Contracts, insofar as such obligations and liabilities relate to the time period after the Closing and arise out of events occurring after the Closing or are reflected in the Closing Date Adjusted Working Capital, (ii) all obligations and liabilities arising out of events occurring after the Closing related to the Purchaser's ownership of or control over the Assets or the Purchaser's conduct of the operations of the Facility after the Closing and (iii) those trade payables, accruals and other current liabilities specifically set forth on SCHEDULE 2.5, including those relating to Hired Employees, or to the extent they are included in the Closing Date Adjusted Working Capital. All other obligations and liabilities of the Seller, including, without limitation, any debtEnvironmental Claims arising out of, liability based on or obligation of resulting from conditions or circumstances existing or occurring prior to the Closing, any EZ Party obligations under the Licenses, Assumed Contracts, Cost Reports or Cost Report Settlements relating to any EZ Station whatsoevertime prior to the Closing, including without limitation (i) any obligations pending litigation or liabilities arising under any contract, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements proceedings relating to the period prior to the Cut-off Date; (iii) any Claims or pending or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject relating to the ownership business or operation of the EZ Assets or the conduct of the business of the EZ Stations prior to the Closing (other than as provided in the EZ Stations TBA); (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangement, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Facility prior to the Closing. All such obligations , any and liabilities all wages, salaries, severance, vacation, sick pay or other amounts accrued or payable to the Seller's employees (other than those included in the "EZ Nonassumed Liabilities"Closing Date Adjusted Working Capital) and any Employee Plan, Compensation Arrangement, Multi-employer Plan or employment or collective bargaining agreement of the Seller, other than employment agreements that are Assumed Contracts, shall remain and be the obligations and liabilities solely of the EZ PartiesSeller. Other than as specified herein, the Purchaser shall assume no liabilities or obligations of the Seller.

Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of the Seller (ai) Except under the Licenses and the Assumed Contracts insofar as expressly provided they relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Assets or its operation of the Station on or after the Closing Date and (ii) for the expenses of the Station relating to the period prior to the Closing to the extent Buyer receives a credit in this Agreement, the Evergreen Parties its favor with respect thereto under Section 2.3(b). Buyer shall not assume any other obligations or become obligated to perform any debtliabilities of Seller, liability or obligation of any EZ Party or relating to any EZ Station whatsoeverincluding, including without limitation limitation, (i) any obligations or liabilities arising under any contractContract not included in the Assumed Contracts, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under the EZ Assumable Agreements Assumed Contracts relating to the period prior to the Cut-off Closing Date; , (iii) any Claims claims or pending litigation or threatened Legal Actions to which any EZ Party is a party or to which any of the EZ Assets or either of the EZ Stations is subject proceedings relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations Station prior to the Closing (other than as provided in the EZ Stations TBA); Closing, (iv) any insurance policies of the EZ Parties; (v) any obligations or liabilities arising under any financing arrangementagreements entered into other than in the ordinary course of business except to the extent such Contract is included among the Assumed Contracts, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (viv) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ employee of the Station Employee for severance benefits, vacation time time, or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or leave accrued prior to the CutClosing Date relating to any employee of Seller who is not employed or offered employment by Buyer within the 90-off Date; day adjustment period, or (viiivi) except as otherwise assumed pursuant to the terms of this Agreement, any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party Seller prior to the Closing. All , and all such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations and liabilities solely of the EZ PartiesSeller.

Assumption of Liabilities and Obligations. (a) Except as expressly provided in this AgreementAs of the Closing Date, Buyer shall assume and undertake to pay, discharge and perform all the Evergreen Parties shall not assume or become obligated to perform any debt, liability or obligation obligations and liabilities of any EZ Party or Seller relating to any EZ Station whatsoeverthe Agency under the Assumed Contracts assumed by Buyer relating to the time period beginning on or arising out of events occurring on or after the Closing Date. All other obligations and liabilities of Seller, including without limitation (i) any obligations or liabilities arising under any contract, lease or agreement, other than those arising under the EZ Assumable Agreements; (ii) any obligations or liabilities under any Contract not included in the EZ Assumable Agreements relating Assumed Contracts, (ii) obligations or liabilities under any Assumed Contract for which a Consent, if required, has not been obtained as of the Closing, (iii) any obligations and liabilities arising under the Assumed Contracts that relate to the time period prior to the Cut-off Date; (iii) any Claims Closing Date or pending or threatened Legal Actions to which any EZ Party is a party or to which any arise out of the EZ Assets or either of the EZ Stations is subject relating to the ownership or operation of the EZ Assets or the conduct of the business of the EZ Stations events occurring prior to the Closing (other than as provided in the EZ Stations TBA); Date, (iv) any insurance policies forfeiture, claim or pending litigation or proceeding relating to the business or operations of the EZ Parties; Agency prior to the Closing Date, and (v) any obligations unpaid Taxes or liabilities arising under any financing arrangementEmployee Benefit Plan obligations, capitalized lease or other agreement relating to Indebtedness for Borrowed Money; (vi) any obligations or liabilities of any EZ Party under any EZ Employment Arrangement (including under any EZ Employee Plan), including any obligation to any EZ Station Employee for severance benefits, vacation time or sick leave; (vii) any liability for any Taxes attributable to the ownership or operation of the EZ Assets or the EZ Stations on or prior to the Cut-off Date; or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of any EZ Party prior to the Closing. All such obligations and liabilities (the "EZ Nonassumed Liabilities") shall remain and be the obligations obligation and liabilities liability solely of Seller; provided, however, nothing herein shall be construed to imply that any such liability is owed by Seller. Other than as specified in the EZ Partiesfirst sentence of this Section 2.6, Buyer, directly or indirectly, shall assume no liabilities or obligations of Seller and shall not be liable therefor. This Section 2.6 is not intended to and shall not benefit any person other than Seller and Buyer. Buyer and Seller shall use their reasonable efforts to arrange for, to the extent permitted by Applicable Laws, the transfer to or assumption by Buyer of the account balances in Seller’s Flexible Spending Account Plan for calendar year 2004 of those employees of Seller who are hired by Buyer. Nothing in this Section 2.6 shall create or be construed as creating any third party beneficiary right in any person.