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.
Liabilities Assumed. Buyer does not assume any liabilities of Seller. As a result, Buyer shall not be liable for any liabilities, contracts, agreements or other obligations of Seller, and Seller shall indemnify Buyer against all such liabilities, contracts and other obligations.
Liabilities Assumed. Seller agrees that Buyer assumes no liabilities of Seller, whether accrued, absolute, contingent, known, unknown, or otherwise, except that Buyer agrees to assume as of the Closing Date, and thereafter pay, perform and discharge the following liabilities ("Assumed Liabilities"):
Liabilities Assumed. The Purchaser shall assume only those liabilities of the Vendor stated in the List of Liabilities and List of Creditors in Schedule “H” hereto attached.
Liabilities Assumed. As of the Closing Date, Buyer will assume and agree to pay, discharge and perform insofar as they relate to the time period on and after the Closing Date, and arise out of events occurring on or after the Closing Date, all the obligations and liabilities of Seller under the Assumed Contracts.
Liabilities Assumed. 3.1 Except as otherwise provided below, at Closing, the Purchaser agrees to assume and pay, discharge or perform, as appropriate, only the liabilities and obligations of the Seller specifically itemized on Schedule 3 hereto ("Assumed Liabilities").
Liabilities Assumed. In further consideration for the contribution of the Facilities Assets, on and as of the Closing Date, subject to the exclusion of liabilities described in Section 1.7 below, the Parties acknowledge and agree that Newco UHS-1, Newco Q-1 and the Company, following the Merger, shall assume and agree to pay, perform and discharge the following liabilities (collectively, the "Assumed Liabilities"):
Liabilities Assumed. Concurrently with the Asset Contribution contemplated in Section 1.1, KGE shall assume and agree to pay, perform and discharge when due all debts, claims, losses, liabilities, leases and obligations whatsoever, including, without limitation, debts, indebtedness for borrowed money, guaranties, liabilities, obligations, and claims with respect to any contracts included in the KPL Business, that arise out of, or relate to or are generated by, the KPL Assets or the operations of the KPL Business, whether arising before or after the Asset Contribution and whether known or unknown, fixed or contingent (the "Assumed Liabilities"). The Assumed Liabilities shall also include an aggregate principal amount of indebtedness for borrowed money of Western Resources so that aggregate total indebtedness for borrowed money (including preferred stock) of KGE equals $1.9 billion immediately prior to the KGE Effective Time; provided, however, that the Assumed Liabilities shall not include indebtedness for borrowed money of Western Resources if KGE immediately prior to the KGE Effective Time already has indebtedness for borrowed money (including preferred stock) of $1.9 billion, it being understood that in no case shall the indebtedness for borrowed money (including preferred stock) of KGE exceed $1.9 billion immediately prior to the KGE Effective Time.
Liabilities Assumed. The Purchaser agrees to assume and pay, discharge or perform, as appropriate, all liabilities directly attached to the Assets listed on Schedule 3 (the “Assumed Liabilities”). The obligations of the Purchaser under this section are subject to whatever rights the Purchaser may have under this Agreement or otherwise for breach by the Seller of any representation, warranty, covenant or agreement contained in this Agreement, including but not limited to any right of indemnification provided by this Agreement.
Liabilities Assumed. (a) Purchaser shall assume and be responsible for the Assumed Liabilities arising after the Closing.
