Common use of Liabilities Assumed Clause in Contracts

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. As of (a) Except for the Closing DateAssumed Liabilities expressly specified in Section 2.2(b), Buyer will assume and agree has not agreed to pay, discharge shall not be required to assume and performshall have no liability or obligation with respect to, the following obligations and liabilities any liability or obligation, direct or indirect, absolute or contingent, known or unknown, matured or unmatured, of Seller, any subsidiary or affiliate of Seller or any other person, whether arising out of occurrence prior to, at or after the date hereof (the “Assumed "Excluded Liabilities”): "). Excluded Liabilities shall include, without limitation, (ai) all obligations fees and expenses incurred by Seller or any of its affiliates or subsidiaries, in connection with this Agreement; (ii) any liability or obligation to or in respect of any employees or former employees of Seller under the Assumed Contracts and Permits, in each case, that arise from and after related to their employment or accruing prior to the Closing Date or as a result of their termination by Seller including without limitation (except for any obligations that have w) wages, overtime, severance pay, pay in lieu of notice, accrued vacation time earned or accrued prior to the Closing Dateor as a result thereof, other than any accrued paid vacation days and sick pay for any employees of Seller whom Buyer agrees to employ ("Employee Costs"), (x) any employment agreement, whether or not written, between Seller and any person, (by) any liability under any Employee Plan (defined to include any employee benefit plan, ?Employee Benefit Plan,? as defined in Section 3(3) of the extent Employee Retirement Income Security Act of such credit1974, as amended, ?ERISA,? and all liabilities for which Buyer receives a credit against the Purchase Price pursuant other benefit arrangements that are not Employee Benefit Plans, including, but not limited to Section 3.6; providedany employment or consulting agreement, howeverany arrangement providing insurance benefits, thatany incentive bonus or deferred bonus arrangement, notwithstanding anything to the contrary in this Agreementany arrangement providing termination allowance, including the definition of “Assumed Contracts” in Article Iseverance or similar benefits, the Assumed Liabilities will not include any equity compensation plan, any deferred compensation plan, and any compensation policy or practice, ?Benefit Arrangement,? (i) which are maintained, contributed to or required to be contributed to by Seller or any obligation under an Assumed Contract that does not relate to the operation entity that, together with Seller as of the Stations relevant measuring date under ERISA, is or the Purchased Assets if such Assumed Contract relates was required to both (x) the operation be treated as a single employer under Section 414 of the Stations Code, ?ERISA Affiliate,? or the Purchased Assets under which Seller or any ERISA Affiliate may incur any liability, and (yii) other assets which cover the employees, former employees, directors or operations former directors of Seller or its Affiliates any ERISA Affiliate) at any time maintained, contributed to or (ii) if Buyer assumes rights and obligations of Seller under an Assumed Contract required to be contributed to 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, or with respect to the LER AgreementSeller or under which Seller may incur liability, Buyer shall either assume the LER Agreement or enter into a replacement Contract as contemplated by the next sentence of this Section 3.2any contributions, in either casebenefits or liabilities therefor, 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.any

Liabilities Assumed. As of the Closing Date, Buyer will assume hereby assumes and agree agrees to pay, discharge perform and performdischarge, to the following extent not theretofore performed, paid or discharged, all liabilities and/or obligations of Seller related to the Assumed Contracts and the Leases arising after the Closing Date (as defined in Section 13.1 – Closing Date), provided that Buyer will not be obligated to assume such Assumed Contracts if the assignment of the Assumed Contract requires the consent of a third party and such consent has not been obtained prior to the Closing Date and all liabilities of Seller associated with all accounts payable and all accrued expenses incurred by Seller in the ordinary course of Seller’s business prior to the Closing Date (the “Assumed Liabilities”): (a) ). Attached as Exhibit C is a list of all obligations of Seller under the Assumed Contracts accounts payable and Permitsaccrued expenses as of May 30, in 2005 and the value of each case, that arise from and Buyer will assume 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 “Accounts Payable”). Buyer receives will receive a credit against the Purchase Price pursuant (as defined in Section 4 – Purchase Price) for the total amount of Accounts Payable that the Buyer will assume. The Buyer will not assume or have any responsibility with respect to Section 3.6; providedany other obligation or liability of Seller not included within the definition of Assumed Liabilities, howeverincluding, thatwithout limitation, notwithstanding anything any liability, obligation, claim against or contract of the Business or Seller of any kind or nature, whether known or unknown, arising out of this or any other transaction or event occurring prior or subsequent to the contrary in Closing, and Seller expressly agrees it will remain liable for, it will indemnify Buyer, and its affiliates, members, officers, employees, agents, consultants, contractors and representatives from all such obligations or liabilities. Buyer will be provided with a credit against the Purchase Price for all deposits paid to Seller under the Wedding Contracts and any and all customer deposit receipts including but not limited to the foregoing. Notwithstanding any other provision of this Agreement, including the definition of “Assumed Contracts” in Article Ino event whatsoever, the Assumed Liabilities will not include (i) any obligation under an Assumed Contract that does not relate except 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 extent agreed upon pursuant 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 terms set forth in Section 3.211.9, in either caselaw or in equity, solely to the extent will Xxxxxx X. Xxxxxxxxxx and or Xxxxxxxx X. Xxxxxxxxxx be held personally liable for any claim whatsoever of obligations related to the Stations covered thereby (KTCY-FM and KZMP-FM) any kind or terminate its obligations thereunder and pay the “Buyout Amount” as defined in and calculated under Section 5 nature, whenever it may occur, which arises out 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 or as a result of the Buyout Amount, been terminated with respect to such Stations) and, upon payment closing of the Buyout Amount, transactions covered by 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. As of (a) Except for the Closing DateAssumed Liabilities expressly specified in Section 2.2(b), Buyer will assume and agree has not agreed to pay, discharge shall not be required to assume and performshall have no liability or obligation with respect to, the following obligations and liabilities any liability or obligation, direct or indirect, absolute or contingent, known or unknown, matured or unmatured, of Seller, any subsidiary or affiliate of Seller or any other person, whether arising out of occurrence prior to, at or after the date hereof (the “Assumed "Excluded Liabilities”): "). Excluded Liabilities shall include, without limitation, (ai) all obligations fees and expenses incurred by Seller or any of its affiliates or subsidiaries, in connection with this Agreement; (ii) any liability or obligation to or in respect of any employees or former employees of Seller under the Assumed Contracts and Permits, in each case, that arise from and after related to their employment or accruing prior to the Closing Date or as a result of their termination by Seller including without limitation (except for any obligations that have w) wages, overtime, severance pay, pay in lieu of notice, accrued vacation time earned or accrued prior to the Closing Dateor as a result thereof, other than any accrued paid vacation days and sick pay for any employees of Seller whom Buyer agrees to employ ("Employee Costs"), (x) any employment agreement, whether or not written, between Seller and any person, (by) any liability under any Employee Plan (defined to include any employee benefit plan, "Employee Benefit Plan," as defined in Section 3(3) of the extent Employee Retirement Income Security Act of such credit1974, as amended, "ERISA," and all liabilities for which Buyer receives a credit against the Purchase Price pursuant other benefit arrangements that are not Employee Benefit Plans, including, but not limited to Section 3.6; providedany employment or consulting agreement, howeverany arrangement providing insurance benefits, thatany incentive bonus or deferred bonus arrangement, notwithstanding anything to the contrary in this Agreementany arrangement providing termination allowance, including the definition of “Assumed Contracts” in Article Iseverance or similar benefits, the Assumed Liabilities will not include any equity compensation plan, any deferred compensation plan, and any compensation policy or practice, "Benefit Arrangement," (i) which are maintained, contributed to or required to be contributed to by Seller or any obligation under an Assumed Contract that does not relate to the operation entity that, together with Seller as of the Stations relevant measuring date under ERISA, is or the Purchased Assets if such Assumed Contract relates was required to both (x) the operation be treated as a single employer under Section 414 of the Stations Code, "ERISA Affiliate," or the Purchased Assets under which Seller or any ERISA Affiliate may incur any liability, and (yii) other assets which cover the employees, former employees, directors or operations former directors of Seller or its Affiliates any ERISA Affiliate) at any time maintained, contributed to or (ii) if Buyer assumes rights and obligations of Seller under an Assumed Contract required to be contributed to 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, or with respect to the LER AgreementSeller or under which Seller may incur liability, Buyer shall either assume the LER Agreement or enter into a replacement Contract as contemplated by the next sentence of this Section 3.2any contributions, in either casebenefits or liabilities therefor, 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 any liability with respect to KTCY-FM Seller's withdrawal or partial withdrawal from or termination of any Employee Plan and KZMP-FM (z) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted on or prior to the Closing Date or is based on acts or omissions which occurred on or prior to the Closing Date; (iii) any liability or obligation of Parent or Seller in which event Seller shall cause LER respect of any Tax; or (iv) any liability arising out of occurrences or omissions prior to provide Buyer with an acknowledgment that the LER Closing. For purposes of this Agreement has, effective upon receipt "Tax" means any of the Buyout AmountTaxes, been terminated and "Taxes" means all federal, state, local and foreign income, capital gains, gross receipts, sales, use, ad valorem, franchise, capital, profits, license, withholding, employment, payroll, transfer, conveyance, documentary, stamp, property, excise, value added, customs duties, minimum taxes, and any other taxes, levies or assessments of any kind whatsoever, together with respect additions to such Stations) andtax or additional amounts, upon payment of the Buyout Amountinterest and penalties relating thereto that may be imposed by any federal, 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 Contractstate, local or foreign governments.

Liabilities Assumed. As Except as set forth in Section 7 of this Agreement, at the Closing, Monitoring accepts the assignment of and assumes responsibility for Sequence's obligation to provide monitoring and service under the Contracts and accepts the assignment of, assumes responsibility for and agrees to pay in full at the Closing Sequence's liabilities and indebtedness described in SCHEDULE 2.2 (the liabilities and obligations described in SCHEDULE 2.2 are referred to herein as "Sequence's Third Party Indebtedness" and the creditors thereunder are referred to herein as "Sequence's Third Party Creditors"). Except as provided in this Section 2.2, Monitoring and Parent do not, and shall not, assume, or be deemed to assume, under this Agreement or otherwise, any debt, liability or obligation of Sequence or Stockholders of any nature whatsoever, whether arising by tort or contract or otherwise, whether known or unknown, including, without limitation, (a) liability arising out of actions or omissions of Sequence or Stockholders prior to or after the Closing Date, Buyer will assume ; (b) liability resulting from breach of contract arising out of actions of Sequence or Stockholders or as a result of the transfer and agree delivery of the Assets pursuant to pay, discharge and perform, the following this Agreement; (c) liability in connection with contracts not assumed by Monitoring under this Agreement or in connection with 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 Alarm Accounts where performance was required prior to the Closing Date; (d) liability of Sequence for any taxes, including sales taxes, arising prior to the date hereof or in connection with the transfer and delivery of the Assets hereunder; (e) any liability in connection with representations, promises or warranties made by Sequence to Subscribers which are not described in the Contract with Subscribers; and (bf) to the extent liability in connection with any of Sequence's employees, including salaries, benefits, commissions or any employee benefit plan of Sequence (all of such creditdebts, 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 referred to herein as the "Excluded Liabilities"). All Excluded Liabilities of Seller under an Assumed Contract Sequence that are not assumed by executing a new Contract with the counterparty thereto rather than assuming an existing Assumed ContractMonitoring hereunder shall be paid, 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 performed and discharged 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 ContractSequence.

Liabilities Assumed. As It is agreed that, as additional consideration for the conveyance of the Closing Date, Buyer will assume and agree to pay, discharge and performAssets, the following Purchaser shall assume all obligations to provide services and/or merchandise pursuant to the terms of the contracts listed on Exhibits "B" and liabilities "C" attached hereto for which work is in the process of completion, and Seller's obligations pursuant to leases and other contracts set forth on Exhibit "E". Purchaser's obligations shall specifically include the warranty of work it performs with respect to the contracts listed on Exhibits "B" and "C", consistent with Seller's customary construction warranty. As to all debts, obligations, liabilities, and duties (whether fixed or contingent) of the Business which are not to be assumed by Purchaser as expressly set forth in this Section, Seller agrees that it will fully indemnify and hold Purchaser harmless from and against any loss, cost, or expense (the “Assumed Liabilities”): including attorneys' fees) that Purchaser might suffer or incur in any way connected with or related to (a) all obligations any of Seller under the Assumed Contracts and Permitssuch non-assumed obligations, in each caseliabilities, that arise from and after the Closing Date (except for any obligations that have accrued prior to the Closing Date) and or duties, or (b) to the extent of such creditany obligations, all liabilities for which Buyer receives a credit against the Purchase Price pursuant to Section 3.6; providedliabilities, 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 or duties arising solely from the operation of the Stations Business by Seller before the Effective Date. Likewise, Purchaser agrees that it will fully indemnify and hold Seller harmless from and against any loss, cost, or the Purchased Assets if expense (including attorney's fees) that it might suffer or incur in any way connected with or related to (a) any of such Assumed Contract relates to both specifically assumed obligations, liabilities, or duties, or (xb) the any obligations, liabilities, or duties arising solely from operation of the Stations or Business by Purchaser after 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 Effective Date. It is not intended that 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 provisions of this Section 3.2, in either case, solely benefit anyone that is not a party 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 this 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.