Assumptions of Obligations. 4.1 Buyer does not assume any obligations or liabilities of Seller of any kind or nature, except as to those post-closing matters specified below.
4.1.1 Post-closing liabilities under leases affecting the Assets or within the Market; and which have not been paid, performed or discharged by Seller.
4.1.2 Post-closing obligations to deliver advertising services pursuant to advertising contracts purchased pursuant to this Agreement in the Market.
4.2 Anything to the contrary notwithstanding, it is expressly understood that Buyer shall not assume any of the following obligations or liabilities of Seller:
4.2.1 Any city, state or federal tax liabilities for any kind of tax for any period prior to and including the Closing Date. Real and personal property taxes shall be prorated as of the Closing Date, based upon bills received, when received.
4.2.2 Any income tax liability arising from the sale of Assets to Buyer or conveyance of Assets to Buyer or any liquidation and dissolution of Seller.
4.2.3 Any obligation, commitment or liability of or claim against Seller which constitutes or arises from a breach by Seller of any representation, warranty or covenant.
4.2.4 Any obligation, commitment or liability of or claim against Seller which may arise from Seller's operation of the Assets prior to the Closing Date.
4.2.5 Any obligation, commitment or liability of or claim against Seller which may arise from the rendering of professional, legal, accounting, appraisal, engineering or other similar services to Seller in connection with the transactions.
4.2.6 Any liability of Seller under profit-sharing or similar employee benefit plans or any other employee benefit collective bargaining agreement, employment agreement or salary or bonus arrangement.
4.3 Seller herewith agrees that it shall pay promptly when due, or contest, any and all liabilities of Seller arising in the Market not assumed by Buyer at Closing or discharged by Seller prior to Closing, if Seller's failure to pay would have a material adverse effect on Buyer, provided that Seller may contest the assertion of any such liability to the extent reasonably prudent and Buyer shall cooperate fully in any such contest. If Seller elects to contest any such liability and fails to succeed in such contest after any appeals, then Seller shall promptly pay such liability. Seller shall give Buyer written notice before Seller begins contesting any such liability unless Seller does not have adequate time, in which event, ...
Assumptions of Obligations. As a condition precedent to any assignment or transfer pursuant to this Section 14.1, any transferee pursuant to this Section 14.1 shall execute and deliver to Lessees' Agent and Lessor an agreement in substantially the form of the Assumption Agreement attached hereto as Exhibit F and thereupon the obligations of the transferring Certificate Purchaser under the Operative Documents shall be proportionately released and reduced to the extent of such transfer. Upon any such transfer as above provided, the transferee shall be deemed to be bound by all obligations (whether or not yet accrued) under, and to have become a party to, all Operative Documents to which its transferor was a party, shall be deemed the "Certificate Purchaser" for all purposes of the Operative Documents and shall be deemed to have made by the transferor represented by the interest being conveyed; and each reference herein and in the other Operative Documents to the pertinent "Certificate Purchaser" shall thereafter be deemed a reference to the transferee, to the extent of such transfer, for all purposes. Upon any such transfer, Lessor shall deliver to each Certificate Purchaser and Lessees' Agent a new Schedule I to this Lease, revised to reflect the relevant information for such new Certificate Purchaser and the Commitment of such new Certificate Purchaser (and the revised Commitment of the transferor Certificate Purchaser if it shall not have transferred its entire interest).
Assumptions of Obligations. Pursuant to Section 5.1 of the Indenture, the Company as the surviving entity of the Merger expressly acknowledges and unconditionally assumes all of the obligations of Acquisition whatsoever under the Indenture. On the date hereof, the Company (as the surviving corporation of the Merger) shall, by virtue of the assumption described in the foregoing sentence and the execution and delivery of this First Supplemental Indenture, succeed to, and be substituted for, and may exercise every right and power of, and shall be subject to all liabilities of, Acquisition under the Indenture and the Securities with the same effect as if the Company had been named as the obligor in the Indenture and the Securities. Hereafter all references in the Indenture to Acquisition shall be deemed to refer to the Company and not to Acquisition.
Assumptions of Obligations. 67 (c) OPINIONS...................................................... 67 (d) ALL NECESSARY ACTIONS......................................... 68
Assumptions of Obligations. Seller shall have received from Buyer at Closing (i) the assumption by Company of those obligations of Seller as stated in Sections 8, 12 and 13.8, hereof in substantially in the form shown as SCHEDULE 9.3(b) hereto, and (ii) subject to the provisions of Section 8.6(e) hereto with respect to Concession Guaranties, a release of Seller from all of its Financial Accommodations except as provided in Section 8.6(e) as of the Closing Date.
Assumptions of Obligations. Homes hereby assumes the obligations of the Operating General Partner under the Agreement.
Assumptions of Obligations. Subject to the provisions of this Section 1.3, Section 1.4 and Section 2.3, on the Closing Date, SFX shall only assume and undertake to pay, satisfy or discharge the liabilities, obligations and commitments of the Asset Sellers arising under (i) the Real Estate Contracts and the Contracts described in Sections 5.10 and 5.11; (ii) all other contracts of the Asset Sellers arising in the ordinary course of business and consistent with past practices between the date hereof and the Closing Date; and (iii) any other contracts entered into between the date hereof and the Closing Date which contract imposes monetary obligations of not more than Ten Thousand Dollars ($10,000) or in the aggregate Forty Thousand Dollars ($40,000) or which SFX expressly agrees in writing to assume. All of the foregoing liabilities and obligations shall be referred to herein collectively as the "Assumed Obligations".
Assumptions of Obligations. The Company expressly and unconditionally assumes the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance and observance of every covenant of the Indenture on the part of the Predecessor to be performed or observed. The Company shall succeed to, and be substituted for, and may exercise every right and power of, the Predecessor under the Indenture with the same effect as if the Company had been named therein, and the Predecessor is hereby relieved of all such obligations.
Assumptions of Obligations. The Surviving Entity specifically assumes any obligation of FWC which require that such obligation is specifically assumed by the Surviving Entity.
Assumptions of Obligations. The Company expressly and unconditionally assumes the due and punctual payment of the principal of (and premium, if any, on) and interest on all the Securities and the performance and observance of every obligation and covenant of the Indenture on the part of the Predecessor to be performed or observed. The Company shall succeed to, and be substituted for, and may exercise every right and power of, the Predecessor under the Indenture with the same effect as if the Company had been so named therein, and, the Predecessor is hereby relieved of such obligations and covenants under the Indenture and the Securities in accordance with Section 5.2 of the Indenture.
