Common use of Assumption of Liabilities and Obligations Clause in Contracts

Assumption of Liabilities and Obligations. As of the Closing Date and any Radio Group Closing Date as applicable, Buyer shall assume and undertake to pay, discharge and perform all obligations and liabilities of Sellers under the Licenses, the 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 of such Closing with respect to the Stations for which Closing has occurred, or (ii) the Purchase Price was reduced pursuant to Section 2.3(b) as a result of the proration of such obligations and liabilities. Buyer shall not assume any other obligations or liabilities of Sellers, including (1) any obligations or liabilities under any Contract not included in the Assumed Contracts, (2) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Effective Time of any Closing to which such Assumed Contracts relate, except insofar as an adjustment therefor is made in favor of Buyer under Section 2.3(b), (3) any claims or pending litigation or proceedings relating to the operation of the Stations prior to such Closing or (4) any obligations or liabilities of Sellers under any employee pension, retirement, or other benefit plans.

Assumption of Liabilities and Obligations. As of the Closing Date and any Radio Group Closing Date as applicableDate, Buyer shall assume and undertake to pay, discharge and perform all obligations and liabilities of Sellers under the Licenses, the 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 of such Closing with respect to the Stations for which Closing has occurredClosing, or (ii) the Purchase Price was reduced pursuant to Section 2.3(b) as a result of the proration of such obligations and liabilities. Buyer shall not assume any other obligations or liabilities of Sellers, including (1) any obligations or liabilities under any Contract not included in the Assumed Contracts, (2) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Effective Time of any the Closing to which such Assumed Contracts relate, except insofar as an adjustment therefor is made in favor of Buyer under Section 2.3(b), (3) any claims or pending litigation or proceedings relating to the operation of the Stations prior to such the Closing or (4) any obligations or liabilities of Sellers under any employee pension, retirement, or other benefit plans.

Assumption of Liabilities and Obligations. As of the Closing Date and any Radio Group Closing Date as applicableDate, Buyer shall assume and undertake to pay, discharge discharge, and perform all obligations and liabilities of Sellers (a) under the Licenses, the Licenses and Assumed Contracts or insofar as otherwise specifically provided for herein to the extent that either (i) the such obligations and liabilities relate to the time arise on and after the Effective Time of such Closing Date, (b) with respect to the Stations for which Closing has occurred, or (ii) an adjustment to the Purchase Price was reduced is made in favor of Buyer pursuant to Section 2.3(b), and (c) to any former employee of Seller who is hired by Buyer insofar as a result of the proration of such obligations and liabilitiesliabilities arise on and after the Closing Date. Buyer shall not assume any other obligations or liabilities of SellersSeller, including (1i) any obligations or liabilities under any Contract not included in the Assumed Contracts, (2ii) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Effective Time of any Closing to which such Assumed Contracts relate, except insofar as an adjustment therefor is made in favor of Buyer under Section 2.3(b)Date, (3iii) any claims or pending litigation or proceedings relating to the operation of the Stations prior to such Closing the Closing, (iv) any obligations or liabilities arising under capitalized leases or other financing agreements not assumed by Buyer, and (4v) any obligations or liabilities of Sellers Seller under any employee pension, retirement, or other benefit plansplans or collective bargaining agreements, and all such obligations and liabilities shall remain and be the obligations and liabilities solely of Seller.

Assumption of Liabilities and Obligations. As of the Closing Date and any Radio Group Closing Date as applicableDate, Buyer shall assume and undertake to pay, discharge and perform all obligations and liabilities of Sellers Seller arising or accruing after the Closing under the Station Licenses, the Time Sales Agreements and 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 of such Closing with respect to the Stations for which Closing has occurred, or (ii) the Purchase Price was reduced pursuant to Section 2.3(b) as a result of the proration of such obligations and liabilitiesContracts. Buyer shall not assume any other obligations or liabilities of SellersSeller or the Stations, including (1i) any obligations or liabilities under any Contract contract or agreement not included in the Assumed Contracts, (2ii) any obligations obligation or liabilities under the Assumed Contracts relating to the period prior to the Effective Time of any Closing to which such Assumed Contracts relate, except insofar as an adjustment therefor therefore is made in favor of Buyer under Section 2.3(b)2.5, (3iii) any claims or pending litigation or proceedings relating to the operation of the Stations prior to such Closing or the Closing, (4iv) any obligations or liabilities of Sellers under Seller which are unrelated to the Stations, (v) any employee pensionagreements, retirementexecuted or executory, relating to the exchange of broadcast time on the Stations for goods, wares, services, advertising, promotions, merchandising or anything other benefit plans.than cash, (vi) any obligations relating to current or former employees of the Stations and (vii) any obligations relating to the Excluded Assets. ARTICLE 2