Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall pay, discharge, perform and assume (i) all of the obligations and liabilities of Seller under the assigned Licenses insofar as they related to the time period after the Closing Date, and arising out of events occurring after the Closing Date, (ii) all obligations and liabilities arising out of events occurring after the Closing Date related to Buyer's ownership of the Assets or its conduct of the business or operations of the Stations after the Closing Date, and (iii) all obligations and liabilities which become due and owing after the Closing Date for which Buyer receives a proration adjustment hereunder (the "Assumed Liabilities"). All other obligations and liabilities of Seller, including (i) any obligations under any contract or leases not specifically assumed under this Agreement, (ii) any claims or pending litigation or proceedings relating to the ownership of the Stations on or prior to the Closing Date and (iii) all environmental obligations as set forth in Section 6.5 hereof, shall be retained by Seller. The obligations of the parties under this Section 2.6 shall survive the Closing and the delivery of the deed.
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Assumption of Liabilities and Obligations. As of Except to the Closing Dateextent otherwise provided for in the Time Brokerage Agreement, Buyer shall pay, discharge, discharge and perform and assume as of the Closing Date (i) all of the obligations and liabilities of Seller under the assigned Licenses and the Assumed Contracts insofar as they related relate to the time period on and after the Closing Date, and arising out of events occurring on or after the Closing Date, (ii) all obligations and liabilities arising out of events occurring on or after the Closing Date related to Buyer's ownership of the Assets or its conduct of the business or operations of the Stations Station on or after the Closing Date, and (iii) all obligations and liabilities which become due and owing after the Closing Date for which Buyer receives a proration adjustment hereunder (the "Assumed Liabilities")hereunder. All other obligations and liabilities of Seller, including (i) any obligations under any contract or leases Contract not specifically assumed under this Agreementincluded in the Assumed Contracts, (ii) any obligations under the Assumed Contracts relating to the time period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the ownership operation of the Stations on or Station prior to the Closing Date Date, and (iiiiv) all environmental obligations those related to employees as set forth in Section 6.5 hereof, 6.9 herein shall remain and be retained by the obligations and liabilities solely of Seller. The obligations of the parties under this Section 2.6 shall survive the Closing and the delivery of the deed.
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Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Assumption of Liabilities and Obligations. As of the Closing Date, Buyer ----------------------------------------- shall pay, discharge, discharge and perform and assume (i) all of the obligations and liabilities of Seller under the assigned Licenses and the Assumed Contracts insofar as they related relate to the time period on and after the Closing Date, and arising out of events occurring on or after the Closing Date, (ii) all obligations and liabilities arising out of events occurring on or after the Closing Date related to Buyer's ownership of the Assets or its conduct of the business or operations of the Stations Station on or after the Closing Date, and (iii) all obligations and liabilities which become due and owing after the Closing Date for which Buyer receives a proration adjustment hereunder (the "Assumed Liabilities")hereunder. All other obligations and liabilities of Seller, including (i) any obligations under any contract or leases agreement not specifically assumed under this Agreementincluded in the Assumed Contracts, (ii) any obligations under the Assumed Contracts relating to the time period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the ownership operation of the Stations on or Station prior to the Closing Date Date, and (iiiiv) all environmental any liabilities or obligations as set forth in Section 6.5 hereofto Seller's employee (including obligations for accrued vacation or sick pay and severance pay), shall remain and be retained by the obligations and liabilities solely of Seller. The obligations of the parties under this Section 2.6 shall survive the Closing and the delivery of the deed.
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Samples: Asset Purchase Agreement (Salem Communications Corp /De/)
Assumption of Liabilities and Obligations. As of Except to the Closing Dateextent otherwise provided for in the Time Brokerage Agreement, Buyer shall pay, discharge, discharge and perform and assume as of the
(i) all of the obligations and liabilities of Seller under the assigned Licenses and the Assumed Contracts insofar as they related relate to the time period on and after the Closing Date, and arising out of events occurring on or after the Closing Date, (ii) all obligations and liabilities arising out of events occurring on or after the Closing Date related to Buyer's ownership of the Assets or its conduct of the business or operations of the Stations Station on or after the Closing Date, and (iii) all obligations and liabilities which become due and owing after the Closing Date for which Buyer receives a proration adjustment hereunder (the "Assumed Liabilities")hereunder. All other obligations and liabilities of Seller, including (i) any obligations under any contract or leases Contract not specifically assumed under this Agreementincluded in the Assumed Contracts, (ii) any obligations under the Assumed Contracts relating to the time period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the ownership operation of the Stations on or Station prior to the Closing Date Date, and (iiiiv) all environmental obligations those related to employees as set forth in Section 6.5 hereof, 6.9 herein shall remain and be retained by the obligations and liabilities solely of Seller. The obligations of the parties under this Section 2.6 shall survive the Closing and the delivery of the deed.
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Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall pay, discharge, discharge and perform and assume (i) all of the obligations and liabilities of Seller under the assigned Licenses and the Assumed Contracts insofar as they related relate to the time period on and after the Closing Date, and arising out of events occurring on or after the Closing Date, (ii) all obligations and liabilities arising out of events occurring on or after the Closing Date related to Buyer's ownership of the Assets or its conduct of the business or operations of the Stations after the Closing DateStations, and (iii) all obligations and liabilities which become due and owing after the Closing Date for which Buyer receives a proration adjustment hereunder (hereunder. Except to the "Assumed Liabilities"). All extent otherwise provided for in the TBA, all other obligations and liabilities of Seller, including (i) any obligations under any contract or leases Contract not specifically assumed under this Agreementincluded in the Assumed Contracts, (ii) any obligations under the Assumed Contracts relating to the time period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the ownership operation of either of the Stations on or prior to the Closing Date Date, and (iiiiv) all environmental obligations as set forth in Section 6.5 hereof, shall be retained by those related to Seller. The obligations 's employees who do not become employees of the parties under this Section 2.6 shall survive Buyer upon the Closing shall remain and be the delivery obligations and liabilities solely of the deedSeller.
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Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Assumption of Liabilities and Obligations. As Except to the extent provided otherwise by the Time Brokerage Agreement, as of the Closing Date, Buyer shall pay, discharge, discharge and perform and assume (i) all of the obligations and liabilities of Seller under the assigned Licenses and the Assumed Contracts insofar as they related relate to the time period on and after the Closing Date, and arising out of events occurring on or after the Closing Date, (ii) all obligations and liabilities arising out of events occurring on or after the Closing Date related to Buyer's ownership of the Assets or its conduct of the business or operations of the Stations on or after the Closing Date, and (iii) all obligations and liabilities which become due and owing after the Closing Date for which Buyer receives a proration adjustment hereunder (the "Assumed Liabilities")hereunder. All other obligations and liabilities of Seller, including (i) any obligations under any contract or leases Contract not specifically assumed under this Agreementincluded in the Assumed Contracts, (ii) any obligations under the Assumed Contracts relating to the time period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the ownership operation of the Stations on or prior to the Closing Date Date, and (iiiiv) all environmental obligations those related to employees as set forth in Section 6.5 hereof, 6.9 herein shall remain and be retained by the obligations and liabilities solely of Seller. The obligations of the parties under this Section 2.6 shall survive the Closing and the delivery of the deed.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)
Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall pay, discharge, discharge and perform and assume (i) all of the obligations and liabilities of Seller under the assigned Licenses and the Assumed Contracts insofar as they related relate to the time tim period on and after the Closing Date, Date and arising arise out of events occurring xxcurring after the Closing Date, (ii) all obligations and liabilities arising out of events occurring after the Closing Date related to Buyer's ownership of the Assets or its conduct of the business or operations of the Stations after the Closing DateClosing, and (iii) all obligations and liabilities which become due and owing after the Closing Date for which Buyer receives a proration adjustment hereunder (the "Assumed Liabilities")under Section 2.4. All other obligations and liabilities of Seller, including (i) any obligations under any contract or leases Contract not specifically assumed under this Agreementincluded in the Assumed Contracts, (ii) any obligations under the Assumed Contracts relating to the time period prior to the Closing Date, and (iii) any claims or pending litigation or proceedings relating to the ownership operation of the Stations on or prior to the Closing Date shall remain and (iii) all environmental be the obligations as set forth in Section 6.5 hereof, shall be retained by and liabilities solely of Seller. (The obligations remainder of the parties under this Section 2.6 shall survive the Closing and the delivery of the deed.page intentionally left blank)
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Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/)