Common use of Assumption of Liabilities and Obligations Clause in Contracts

Assumption of Liabilities and Obligations. Except to the extent otherwise provided for in the Time Brokerage Agreement, Buyer shall pay, discharge and perform as of the Closing Date (i) all of the obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as they 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 Station on or after the Closing Date, and (iii) all obligations and liabilities for which Buyer receives a proration adjustment hereunder. All other obligations and liabilities of Seller, including (i) any obligations under any Contract not included 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 operation of the Station prior to the Closing Date, and (iv) those related to employees as set forth in Section 6.9 herein shall remain and be the obligations and liabilities solely of Seller.

Appears in 1 contract

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

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Assumption of Liabilities and Obligations. Except to the extent provided otherwise provided for in by the Time Brokerage Agreement, as of the Closing Date, Buyer shall pay, discharge and perform as of the Closing Date (i) all of the obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as they 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 Station Stations on or after the Closing Date, and (iii) all obligations and liabilities for which Buyer receives a proration adjustment hereunder. All other obligations and liabilities of Seller, including (i) any obligations under any Contract not included 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 operation of the Station Stations prior to the Closing Date, and (iv) those related to employees as set forth in Section 6.9 herein shall remain and be the obligations and liabilities solely of Seller.

Appears in 1 contract

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

Assumption of Liabilities and Obligations. Except to As of the extent otherwise provided for in the Time Brokerage AgreementClosing Date, Buyer ----------------------------------------- shall pay, discharge and perform as of the Closing Date (i) all of the obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as they 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 Station on or after the Closing Date, and (iii) all obligations and liabilities for which Buyer receives a proration adjustment hereunder. All other obligations and liabilities of Seller, including (i) any obligations under any Contract agreement not included 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 operation of the Station prior to the Closing Date, and (iv) those related any liabilities or obligations to employees as set forth in Section 6.9 herein Seller's employee (including obligations for accrued vacation or sick pay and severance pay), shall remain and be the obligations and liabilities solely of Seller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Salem Communications Corp /De/)

Assumption of Liabilities and Obligations. Except to As of the extent otherwise provided for in the Time Brokerage AgreementClosing Date, Buyer shall pay, discharge discharge, perform and perform as of the Closing Date assume (i) all of the obligations and liabilities of Seller under the assigned Licenses and the Assumed Contracts insofar as they relate related 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 Station on or 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 hereunderhereunder (the "Assumed Liabilities"). All other obligations and liabilities of Seller, including (i) any obligations under any Contract contract or leases not included in the Assumed Contractsspecifically assumed under this Agreement, (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 operation ownership of the Station Stations on or prior to the Closing Date, Date and (iviii) those related to employees all environmental obligations as set forth in Section 6.9 herein 6.5 hereof, shall remain be retained by Seller. The obligations of the parties under this Section 2.6 shall survive the Closing and be the obligations and liabilities solely delivery of Sellerthe deed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Getty Realty Corp /Md/)

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Assumption of Liabilities and Obligations. Except to As of the extent otherwise provided for in the Time Brokerage AgreementClosing Date, Buyer shall pay, discharge and perform as of the Closing Date (i) all of the obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as they 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 Station on or after the Closing DateStations, and (iii) all obligations and liabilities for which Buyer receives a proration adjustment hereunder. All Except to the extent otherwise provided for in the TBA, all other obligations and liabilities of Seller, including (i) any obligations under any Contract not included 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 operation of either of the Station Stations prior to the Closing Date, and (iv) those related to Seller's employees as set forth in Section 6.9 herein who do not become employees of Buyer upon the Closing shall remain and be the obligations and liabilities solely of Seller.

Appears in 1 contract

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

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