Liabilities Assumed As of the Closing Date, Buyer will assume and agree to pay, discharge and perform, the following obligations and liabilities of Seller (the “Assumed Liabilities”): (a) all obligations of Seller under the Assumed Contracts and Permits, in each case, that arise from and after the Closing Date (except for any obligations that have accrued prior to the Closing Date) and (b) to the extent of such credit, all liabilities for which Buyer receives a credit against the Purchase Price pursuant to Section 3.6; provided, however, that, notwithstanding anything to the contrary in this Agreement, including the definition of “Assumed Contracts” in Article I, the Assumed Liabilities will not include (i) any obligation under an Assumed Contract that does not relate to the operation of the Stations or the Purchased Assets if such Assumed Contract relates to both (x) the operation of the Stations or the Purchased Assets and (y) other assets or operations of Seller or its Affiliates or (ii) if Buyer assumes rights and obligations of Seller under an Assumed Contract by executing a new Contract with the counterparty thereto rather than assuming an existing Assumed Contract, any obligations under the existing Assumed Contract. For clarity, with respect to the LER Agreement, Buyer shall either assume the LER Agreement or enter into a replacement Contract as contemplated by the next sentence of this Section 3.2, in either case, solely to the extent of obligations related to the Stations covered thereby (KTCY-FM and KZMP-FM) or terminate its obligations thereunder and pay the “Buyout Amount” as defined in and calculated under Section 5 of the LER Agreement with respect to KTCY-FM and KZMP-FM (in which event Seller shall cause LER to provide Buyer with an acknowledgment that the LER Agreement has, effective upon receipt of the Buyout Amount, been terminated with respect to such Stations) and, upon payment of the Buyout Amount, the Assumed Liabilities shall not include any obligation under the LER Agreement. Buyer may assume the Assumed Liabilities under an Assumed Contract by executing a new Contract with the counterparty thereto (if acceptable to the counterparty thereto) instead of assuming the existing Assumed Contract.
No Other Liabilities Assumed Each Seller acknowledges and agrees that pursuant to the terms and provisions of this Agreement and under any Contract or Lease, Purchaser will not assume any obligation of any Seller, other than the Assumed Obligations. In furtherance and not in limitation of the foregoing, neither Purchaser nor any of its Affiliates shall assume, and shall not be deemed to have assumed, any debt, Claim, obligation or other liability of any Seller or any of their respective Affiliates whatsoever (other than the Assumed Obligations), including, but not limited to the following (collectively, the "UNASSUMED LIABILITIES"): all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers that relate to any of the Excluded Assets; Excluded Environmental Liabilities; all obligations, claims, or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers or for which Sellers or any predecessor(s) or Affiliates of Sellers could be liable relating to Taxes (including with respect to the Acquired Assets or otherwise) for all periods, or portions thereof, ending on or prior to the Closing Date including, without limitation, any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement and any deferred Taxes of any nature; all obligations, claims, or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement or otherwise; all Indebtedness of any Seller or any predecessor(s) or Affiliate(s) of any Seller, including, but not limited to, Indebtedness of Sellers pursuant to the Senior Facility; all obligations of Sellers related to the right to or issuance of any capital stock or other equity interest of Sellers, including, without limitation, any stock options or warrants; all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing, including, without limitation, any amounts due or which may become due or owing under the Assumed Leases or the Assumed Contracts with respect to the period prior to Closing (other than all cure payments payable in accordance with the terms of this Agreement), whether known or unknown on the date hereof; all obligations and liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of the Business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, or other actions, omissions or events occurring prior to the Closing and which (i) constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of any law or (ii) relate to any and all Claims, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys' fees and/or causes of action of whatever kind or character ("PROCEEDING") against Sellers or any predecessor(s) or Affiliate(s) of Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; any liability or obligation arising out of any Proceeding commenced after the Closing and arising out of, or relating to, any occurrence or event happening prior to the Closing; all obligations, claims or liabilities (whether known or unknown) with respect to the employees or former employees, or both, of any Seller arising from the operation of the Business prior to the Closing, including, without limitation, payroll, vacation, sick leave, worker's compensation, unemployment benefits or other compensation of any kind to any employee, and obligations of any kind including, without limitation, any liability pursuant to the WARN Act for any action or inaction prior to the Closing; any liability or obligation arising under any Employee Benefit Plan or any other employee benefit plan, program or arrangement at any time maintained, sponsored or contributed to by Seller or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any liability; all accounts payable arising prior to the Closing; any liability or obligation arising out of or relating to services and/or products of Sellers to the extent provided, manufactured and/or sold prior to the Closing; any liability or obligation under any Assumed Executory Contract which arises after the Closing but which arises out of or related to any breach that occurred prior to the Closing; any liability or obligation under any contract, agreement, lease, mortgage, indenture or other instrument not assumed by Purchaser hereunder; any liability or obligation under any employment, severance, retention or termination agreement with any employee, consultant or contractor of Sellers; any liability or obligation arising out of or relating to any Seller employee grievance whether or not the affected employees are hired by Purchaser; any liability or obligation of Sellers to any shareholder or Affiliate of any Seller; any liability or obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent of any Seller; any liability or obligation to distribute to any Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; any liability or obligation arising out of or resulting from any Seller's non-compliance with any law, ordinance, regulation or treaty; any liability or obligation of Sellers under this Agreement or any other document executed in connection herewith; any liability or obligation of any Seller based upon such Seller's acts or omissions occurring after the Closing; and any obligation under the Senior Facility. The parties acknowledge and agree that disclosure of any obligation or liability on any Schedule to this Agreement shall not create an Assumed Obligation or other liability of Purchaser, except where such disclosed obligation has been expressly assumed by Purchaser as an Assumed Obligation in accordance with the provisions of SECTION 0 hereof.
