Common use of Assumption of Liabilities and Obligations Clause in Contracts

Assumption of Liabilities and Obligations. (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities (collectively, the "Seller Assumed Obligations"): (i) all of the obligations and liabilities of Seller and the Seller Subsidiaries under the Seller Assumable Agreements, and (ii) all obligations and liabilities of Seller and the Seller Subsidiaries with respect to the ownership and operation of the Seller Assets and the conduct of the Seller Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the Seller Nonassumed Obligations.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Lenfest Communications Inc), Asset Purchase Agreement (American Tower Systems Corp), Asset Purchase Agreement (American Radio Systems Corp /Ma/)

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Assumption of Liabilities and Obligations. (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities of Seller (collectively, the "Seller Assumed Obligations"): (i) all of the obligations and liabilities of Seller and the Seller Subsidiaries under the Seller Assumable Agreements, and (ii) all obligations and liabilities of Seller and the Seller Subsidiaries with respect to the ownership and operation of the Seller Assets and the conduct of the Seller Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the Seller Nonassumed Obligations.

Appears in 2 contracts

Samples: Asset Purchase Agreement (American Radio Systems Corp /Ma/), Asset Purchase Agreement (American Tower Systems Corp)

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