Expenses and Revenues Not Prorated. (1) There shall be no proration of, and Sellers shall remain solely liable with respect to, liabilities and obligations arising under any Contracts not included in the Assumed Contracts and any other obligation or liability not being assumed by Buyer in accordance with Section 2.6. (2) Buyer shall receive a credit pursuant to Section 2.5(a) to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit against payments otherwise due) any security deposit or similar prepayment paid to any Seller by any lessee or other third party. (3) No proration shall be made in favor of either Sellers or Buyer for any difference between the value of the goods or services to be received by the Stations under their trade or barter agreements as of the Effective Time and the value of any advertising time remaining to be run by the Stations as of the Effective Time. (4) There shall be no proration of earned vacation time or other employee compensation. Sellers shall be solely responsible for the payment of all compensation and commissions owed to the Stations' employees up to the Effective Time. Buyer may, as of the Effective Time, employ those employees of the Stations as Buyer may elect on terms and conditions determined by Buyer. (5) There shall be no proration of music license fees (ASCAP, BMI, SESAC, etc.); Sellers shall be responsible for filing and paying all music license fees due and payable as of the Effective Time, and Buyer shall be responsible for filing and paying all such fees after the Effective Time.
Appears in 2 contracts
Samples: Asset and Stock Purchase Agreement (Quantum Direct Corp), Asset and Stock Purchase Agreement (Paxson Communications Corp)
Expenses and Revenues Not Prorated. (1) There shall be no proration of, and Sellers shall remain solely liable with respect to, liabilities and obligations arising under any Contracts not included in the Assumed Contracts and any other obligation or liability not being assumed by Buyer in accordance with Section 2.62.5.
(2) Buyer shall receive a credit pursuant to Section 2.5(a2.4(a) to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit against payments otherwise due) any security deposit or similar prepayment paid to any Seller by any lessee or other third party.
(3) No proration shall be made in favor of either Sellers or Buyer for any difference between the value of the goods or services to be received by the Stations either Station under their its trade or barter agreements as of the Effective Time and the value of any advertising time remaining to be run by the Stations such Station as of the Effective Time.
(4) There shall be no proration of earned vacation time or other employee compensation. Sellers shall be solely responsible for the payment of all compensation and commissions owed to the Stations' each Station's employees up to the Effective Time. Buyer may, as of the Effective Time, employ those employees of the Stations such Station as Buyer may elect on terms and conditions determined by Buyer.
(5) There shall be no proration of music license fees (ASCAP, BMI, SESAC, etc.); Sellers shall be responsible for filing and paying all music license fees due and payable as of the Effective Time, and Buyer shall be responsible for filing and paying all such fees after the Effective Time.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paxson Communications Corp)
Expenses and Revenues Not Prorated. (1) There shall be no proration of, and Sellers shall remain solely liable with respect to, liabilities and obligations arising under any Contracts not included in the Assumed Contracts and any other obligation or liability not being assumed by Buyer in accordance with Section 2.62.5.
(2) Buyer shall receive a credit pursuant to Section 2.5(a2.4(a) to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit against payments otherwise due) any security deposit or similar prepayment paid to any Seller by any lessee or other third party.
(3) No proration shall be made in favor of either Sellers or Buyer for any difference between the value of the goods or services to be received by the Stations Station under their its trade or barter agreements as of the Effective Time and the value of any advertising time remaining to be run by the Stations Station as of the Effective Time.
(4) There shall be no proration of earned vacation time or other employee compensation. Sellers shall be solely responsible for the payment of all compensation and commissions owed to the Stations' Station's employees up to the Effective Time. Buyer may, as of the Effective Time, employ those employees of the Stations as Buyer may elect on terms and conditions determined by Buyer.the
(5) There shall be no proration of music license fees (ASCAP, BMI, SESAC, etc.); Sellers shall be responsible for filing and paying all music license fees due and payable as of the Effective Time, and Buyer shall be responsible for filing and paying all such fees after the Effective Time.
Appears in 1 contract
Samples: Asset Purchase Agreement (Valuevision International Inc)
Expenses and Revenues Not Prorated. (1) There shall be no proration of, and Sellers shall remain solely liable with respect to, liabilities and obligations arising under any Contracts not included in the Assumed Contracts and any other obligation or liability not being assumed by Buyer in accordance with Section 2.62.5.
(2) Buyer shall receive a credit pursuant to Section 2.5(a2.4(a) to the extent that Buyer assumes any liability under any Assumed Contract to refund (or to credit against payments otherwise due) any security deposit or similar prepayment paid to any Seller by any lessee or other third party.
(3) No proration shall be made in favor of either Sellers or Buyer for any difference between the value of the goods or services to be received by the Stations Station under their its trade or barter agreements as of the Effective Time and the value of any advertising time remaining to be run by the Stations Station as of the Effective Time.
(4) There shall be no proration of earned vacation time or other employee compensation. Sellers shall be solely responsible for the payment of all compensation and commissions owed to the Stations' Station's employees up to the Effective Time. Buyer may, as of the Effective Time, employ those employees of the Stations Station as Buyer may elect on terms and conditions determined by Buyer.
(5) There shall be no proration of music license fees (ASCAP, BMI, SESAC, etc.); Sellers shall be responsible for filing and paying all music license fees due and payable as of the Effective Time, and Buyer shall be responsible for filing and paying all such fees after the Effective Time.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paxson Communications Corp)