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 of Meridian (collectively, the "Meridian Assumed Obligations"): (i) all of the obligations and liabilities of Meridian under the ATS Assumable Agreements, (ii) all obligations and liabilities of Meridian with respect to the ownership and operation of the Meridian Assets and the conduct of the Meridian Business, on and after the Closing Date, and (iii) all obligations and liabilities of Meridian arising from or relating to the acquisition, ownership or operation of the New Sites, whether arising prior to or after the Closing Date (the "New Site Assumed Obligations"), except for such obligations and liabilities (A) that arise from grossly negligent or willful misconduct of Meridian prior to the Closing Date or (B) the existence of which is in contravention of (I) representations or warranties made by Meridian pursuant to the provisions of Article 3, (II) covenants or agreements made by Meridian pursuant to the provisions of Section 5.6, or (III) provisions of this Agreement requiring the approval of ATS; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the Meridian obligation and liabilities referred to in Section 2.2(b) (the "Meridian Nonassumed Obligations"); provided further, however, that, notwithstanding the preceding proviso or Section 2.2(b), the term "Meridian Nonassumed Obligations" shall not include, and the term "

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 Meridian (collectively, the "Meridian Assumed Obligations"): (i) all of the obligations and liabilities of Meridian under the ATS Assumable Agreements, (ii) all obligations and liabilities of Meridian with respect to the ownership and operation of the Meridian Assets and the conduct of the Meridian Business, on and after the Closing Date, and (iii) all obligations and liabilities of Meridian arising from or relating to the acquisition, ownership or operation of the New Sites, if any, whether arising prior to or after the Closing Date (the "New Site Assumed Obligations"), except for such obligations and liabilities (A) that arise from grossly negligent or willful misconduct of Meridian prior to the Closing Date or (B) the existence of which is in contravention of (I) representations or warranties made by Meridian pursuant to the provisions of Article 3, (II) covenants or agreements made by Meridian pursuant to the provisions of Section 5.6, or (III) provisions of this Agreement requiring the approval of ATS; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the Meridian obligation and liabilities referred to in Section 2.2(b) (the "Meridian Nonassumed Obligations"); provided further, however, that, notwithstanding the preceding proviso or Section 2.2(b), the term "Meridian Nonassumed Obligations" shall not include, and the term "