Common use of Assumption of Only Certain Liabilities and Obligations Clause in Contracts

Assumption of Only Certain Liabilities and Obligations. At Closing, Mediaco shall assume and agree to pay or perform when due only the liabilities and obligations of the Emmis Group set forth below, and excluding in all cases any liability arising directly or indirectly from (i) any breach or default by any member of the Emmis Group under any Assumed Contract (including any Real Estate Lease) occurring prior to Closing, (ii) any violation of Laws by any member of the Emmis Group occurring prior to Closing, (iii) any breach of warranty, tort or infringement by any member of the Emmis Group occurring prior to Closing, or (iv) any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand to the extent that it relates to the foregoing clauses (i), (ii) and (iii) or any liability not specifically assumed hereunder (after giving effect to such exclusions, the “Mediaco Liabilities”): (i) all accounts payable, accrued expenses, and other current liabilities (but excluding any intercompany receivable or payable balance with Emmis) with respect to the Purchased Stations; (ii) all liabilities or obligations of the Emmis Group under the Assumed Contracts (including Real Estate Leases) to the extent such liabilities or obligations first accrue or are first required to be satisfied, discharged or performed after Closing (subject to Section 2.1(d)(iv)); provided, however, that any liabilities or obligations first accrued or required to be satisfied, discharged or performed after Closing that are caused by the operation of the Stations prior to Closing shall not be Mediaco Liabilities; (iii) all liabilities or obligations of the Emmis Group under the FCC Licenses to the extent such liabilities or obligations first accrue or are first required to be satisfied, discharged or performed after Closing (subject to Section 2.1(d)(v)), provided, however, that any liabilities or obligations first accrued or required to be satisfied, discharged or performed after Closing that are caused by the operation of the Stations prior to Closing shall not be Mediaco Liabilities; (iv) the liabilities, obligations and commitments with respect to Station Employees that relate to the period after hiring, if any, by Mediaco as provided for in the Employee Leasing Agreement; and (v) any liability or obligation for which Mediaco receives a credit in the prorations under Section 3.1 it being understood that Taxes shall constitute Mediaco Liabilities only to the extent expressly assumed by Mediaco pursuant to Section 3.1(c).

Assumption of Only Certain Liabilities and Obligations. At Closing, Mediaco shall assume and agree to pay or perform when due only the liabilities and obligations of the Emmis Group set forth below, and excluding in all cases any liability arising directly or indirectly from (i) any breach or default by any member of the Emmis Group under any Assumed Contract (including any Real Estate Lease) occurring prior to Closing, (ii) any violation of Laws by any member of the Emmis Group occurring prior to Closing, (iii) any breach of warranty, tort or infringement by any member of the Emmis Group occurring prior to Closing, or (iv) any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand to the extent that it relates to the foregoing clauses (i), (ii) and (iii) or any liability not specifically assumed hereunder (after giving effect to such exclusions, the “Mediaco Liabilities”): (i) all accounts payable, accrued expenses, and other current liabilities (but excluding any intercompany receivable or payable balance with Emmis) with respect to the Purchased Stations; (ii) all liabilities or obligations of the Emmis Group under the Assumed Contracts (including Real Estate Leases) to the extent such liabilities or obligations first accrue or are first required to be satisfied, discharged or performed after Closing (subject to Section 2.1(d)(iv2.1(d)(iii)); provided, however, that any liabilities or obligations first accrued or required to be satisfied, discharged or performed after Closing that are caused by the operation of the Stations prior to Closing shall not be Mediaco Liabilities; (iii) all liabilities or obligations of the Emmis Group under the FCC Licenses to the extent such liabilities or obligations first accrue or are first required to be satisfied, discharged or performed after Closing (subject to Section 2.1(d)(v2.1(d)(iv)), provided, however, that any liabilities or obligations first accrued or required to be satisfied, discharged or performed after Closing that are caused by the operation of the Stations prior to Closing shall not be Mediaco Liabilities;; and (iv) the liabilities, obligations and commitments with respect to Station Employees that relate to the period after hiring, if any, by Mediaco as provided for in the Employee Leasing Agreement; and (v) any liability or obligation for which Mediaco receives a credit in the prorations under Section 3.1 it being understood that Taxes shall constitute Mediaco Liabilities only to the extent expressly assumed by Mediaco pursuant to Section 3.1(c).

Assumption of Only Certain Liabilities and Obligations. At Closing, Mediaco except as provided in the LMA, Buyers shall assume and agree to pay or perform when due only the liabilities and obligations of the Emmis Group Sellers set forth below, and excluding in all cases any liability arising directly or indirectly indirectly, from (i) any breach or default by any member of the Emmis Group under any Assumed Contract (including any Real Estate Lease) occurring prior to Closing, (ii) any violation of Laws by any member of the Emmis Group occurring prior to Closing, (iii) any breach of warranty, tort or infringement by any member of the Emmis Group occurring prior to Closing, or (iv) any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand to the extent that it relates to the foregoing clauses (i), (ii) and (iii) or any liability not specifically assumed hereunder (after giving effect to such exclusions, the “Mediaco Assumed Liabilities”): ): (i) all accounts payable, accrued expenses, and other current liabilities (but excluding any intercompany receivable or payable balance with Emmis) with respect to the Purchased Stations; (iia) all liabilities or obligations of the Emmis Group Sellers under the Assumed Contracts (including Real Estate Leases) to the extent such liabilities or obligations first accrue or are first required to be satisfied, discharged or performed after Closing (subject to Section 2.1(d)(iv1.3(c)(ii)); provided, however, that any liabilities or obligations first accrued or required to be satisfied, discharged or performed after Closing that are caused by the operation of the Stations prior to Closing shall not be Mediaco Liabilities; (iiib) all liabilities or obligations of the Emmis Group Sellers under the FCC Licenses to the extent such liabilities or obligations first accrue or are first required to be satisfied, discharged or performed after Closing (subject to Section 2.1(d)(v1.3(c)(ii)), provided, however, that any liabilities or obligations first accrued or required to be satisfied, discharged or performed after Closing that are caused by the operation of the Stations prior to Closing shall not be Mediaco Liabilities; ; and (ivc) (i) the liabilities, obligations and commitments with respect to Station Transferred Employees that relate to the period after hiring, if any, hiring by Mediaco Buyers as provided for in the Employee Leasing Agreement; and Article 14, and (vii) any liability or obligation for which Mediaco receives Buyers receive a credit in the prorations under Section 3.1 it being understood that Taxes shall constitute Mediaco Liabilities only to the extent expressly assumed by Mediaco pursuant to Section 3.1(c)2.1.

Assumption of Only Certain Liabilities and Obligations. At Closing, Mediaco except as provided in the LMA, Buyers shall assume and agree to pay or perform when due only the liabilities and obligations of the Emmis Group Sellers set forth below, and excluding in all cases any liability arising directly or indirectly indirectly, from (i) any breach or default by any member of the Emmis Group under any Assumed Contract (including any Real Estate Lease) occurring prior to Closing, (ii) any violation of Laws by any member of the Emmis Group occurring prior to Closing, (iii) any breach of warranty, tort or infringement by any member of the Emmis Group occurring prior to Closing, or (iv) any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand to the extent that it relates to the foregoing clauses (i), (ii) and (iii) or any liability not specifically assumed hereunder (after giving effect to such exclusions, the “Mediaco Assumed Liabilities”): (i) all accounts payable, accrued expenses, and other current liabilities (but excluding any intercompany receivable or payable balance with Emmis) with respect to the Purchased Stations; (iia) all liabilities or obligations of the Emmis Group Sellers under the Assumed Contracts (including Real Estate Leases) to the extent such liabilities or obligations first accrue or are first required to be satisfied, discharged or performed after Closing (subject to Section 2.1(d)(iv1.3(c)(ii)); provided, however, that any liabilities or obligations first accrued or required to be satisfied, discharged or performed after Closing that are caused by the operation of the Stations prior to Closing shall not be Mediaco Liabilities; (iiib) all liabilities or obligations of the Emmis Group Sellers under the FCC Licenses to the extent such liabilities or obligations first accrue or are first required to be satisfied, discharged or performed after Closing (subject to Section 2.1(d)(v1.3(c)(ii)), provided, however, that any liabilities or obligations first accrued or required to be satisfied, discharged or performed after Closing that are caused by the operation of the Stations prior to Closing shall not be Mediaco Liabilities;; and (ivc) (i) the liabilities, obligations and commitments with respect to Station Transferred Employees that relate to the period after hiring, if any, hiring by Mediaco Buyers as provided for in the Employee Leasing Agreement; and Article 14, and (vii) any liability or obligation for which Mediaco receives Buyers receive a credit in the prorations under Section 3.1 it being understood that Taxes shall constitute Mediaco Liabilities only to the extent expressly assumed by Mediaco pursuant to Section 3.1(c)2.1.