Common use of Liabilities Not Assumed Clause in Contracts

Liabilities Not Assumed. Purchaser shall not assume any Liabilities of Seller other than the Assumed Liabilities, nor shall it assume any of the following obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability arising out of or as a result of any legal or equitable Action or judicial or administrative proceeding initiated at any time to the extent arising out of facts occurring prior to the Closing; (b) Any Liability of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise, (ii) any Transfer Taxes or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and (iii) any liability of Seller for Taxes arising in connection with the consummation of the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (e) Except as set forth in Sections 8.14 and 8.15, any fees or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability or obligation of Seller or any of its Affiliates relating to any current or former employee or other service provider of Seller or any of its Affiliates, or any dependent or beneficiary thereof, including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the transactions contemplated hereby), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on or prior to the Closing Date, and (v) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation Law or under any federal or state employment discrimination Law; (j) Any Liability of Seller related to the Assets under any Environmental Law which first arose prior to or is related to actions occurring on or prior to the Closing Date; (k) Any Liability of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (l) Any other Liabilities not identified as Assumed Liabilities in Section 1.4(a) or Schedule 1.4(a) herein.

Liabilities Not Assumed. Purchaser Notwithstanding any contrary provision contained herein, PSC shall not assume any Liabilities of Seller other than the Assumed Liabilitiesbe deemed to have assumed, nor shall it PSC assume any of the following obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability arising out of or as a result of any legal or equitable Action or judicial or administrative proceeding initiated at any time to the extent arising out of facts occurring prior to the Closing; (b) Any Liability of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes liability which may be incurred by reason of any other Person under Treasury Regulation Section 1.1502-6 (uncured material breach of or any similar provision of statemonetary default under such contracts, local leases, commitments or foreign Law), as a transferee or successor, by contract or otherwise, obligations which occurred prior to the Closing Date; (ii) any Transfer Taxes liability for any employee benefits payable to employees of Seller, including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21 hereto) and liabilities for accrued sick leave or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and vacation days; (iii) any liability based upon or arising out of Seller for Taxes arising a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the consummation sale of goods or provision of services by Seller reflected on the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability books of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (e) Except as set forth in Sections 8.14 and 8.15, any fees or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability or obligation of Seller or any of its Affiliates relating to any current or former employee or other service provider of Seller or any of its Affiliates, or any dependent or beneficiary thereof, including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the transactions contemplated hereby), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on at or prior to the Closing Date; (iv) any liability based upon or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payor, or any liability based upon or arising out of a violation of any false claim, anti-kickback, prohibition or self-referral laws or similar fraud and abuse laws by Seller; (v) any claim of an unfair labor practice, medical malpractice liability associated with the Business or Seller or any claim under person associated with the Business or Seller; (vi) any state unemployment compensation liability based upon or worker’s compensation Law arising out of any tortious conduct or under any federal or state employment discrimination Law; (j) Any Liability wrongful actions of Seller related to or any Shareholder; or (vii) any liability for the Assets under payment of any Environmental Law which first arose prior to taxes imposed by law on Seller arising from or is related to actions occurring on by reason of the transactions contemplated by this Agreement or prior to the Closing Date; (k) Any Liability of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (l) Any other Liabilities not identified as Assumed Liabilities in Section 1.4(a) or Schedule 1.4(a) hereinotherwise.

Liabilities Not Assumed. Other than to assume the obligations to be performed by seller under the Contracts subsequent to the Closing Date, Purchaser shall not assume and does not assume, or take subject to any Liabilities liabilities or obligations of Seller other than Seller. Without limiting the Assumed Liabilities, nor shall it assume any generality of the following obligations or Liabilities (all obligations or Liabilities foregoing, Purchaser shall not assumed be deemed by Purchaser herein are collectively referred anything contained in this Agreement to herein as “Excluded Liabilities”)have assumed, which in each case shall remain obligations and Liabilities of Sellerdoes not assume: (a) Any Liability arising out of or as a result of any legal or equitable Action or judicial or administrative proceeding initiated at any time to the extent arising out of facts occurring prior to the Closing; (b) Any Liability of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise, (ii) any Transfer Taxes or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and (iii) any liability of Seller for Taxes arising in connection with the consummation national, state or local taxes of the Transaction any nature or because description; (b) any obligation of Seller is transferring the Assetsto Seller’s employees for severance, excluding vacation, sick or other pay, whether under a collective bargaining agreement, employment agreement or otherwise, it being expressly understood that Purchaser shall be under no obligation to hire any Transfer Taxes allocated to Purchaser pursuant to Section 5.2of Seller’s present employees; (c) Any Liabilities required to have been performed any liability or paid prior to the Closing, or related to or arising from obligation of Seller for damages in respect of any breach or default by Seller, whether on or in the performance of the Contracts before the Closing, date of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability any liability or obligation, contingent or otherwise, of Seller incurred in connection with arising out of any threatened or under this Agreement (including with respect to any of Seller’s representationspending claim, warrantiesinvestigation, agreements, litigation or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated hereinproceeding; (e) Except as set forth any liability or obligation of Seller for defects in Sections 8.14 and 8.15, any fees or expenses incurred products sold by Seller or its shareholders with respect to Seller’s or such Persons’ engagement before the date of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the TransactionClosing; (f) Any any accrued obligations of Seller for borrowed moneyin connection with the Excluded Assets or Seller’s insurance policies; (g) Any Liability any liability or obligation of Seller not related to the Assetsin respect of any pension or profit-sharing plan of Seller; (h) Any Liability relating any liability or obligation of Seller to any bank or finance company or to any person or entity under any note, mortgage, bond, covenant, agreement or instrument for the Excluded Assetspayment of money; (i) Any Liability any liability or obligation of Seller for accounts payable or any of its Affiliates relating amounts owed to any current or former employee or other service provider of Seller or any of its Affiliates, or any dependent or beneficiary thereof, including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the transactions contemplated hereby), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on or prior to the Closing Date, and (v) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation Law or under any federal or state employment discrimination Lawtrade creditors; (j) Any Liability any obligation or liability of Seller related for amounts owed to the Assets under any Environmental Law which first arose prior to or is related to actions occurring on or prior to the Closing DateShareholders; (k) Any Liability of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (l) Any other Liabilities not identified as Assumed Liabilities in Section 1.4(a) or Schedule 1.4(a) herein.

Liabilities Not Assumed. Purchaser Notwithstanding any contrary provision contained herein, PSC shall not assume any Liabilities of Seller other than the Assumed Liabilitiesbe deemed to have assumed, nor shall it PSC assume any of the following obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability arising out of or as a result of any legal or equitable Action or judicial or administrative proceeding initiated at any time to the extent arising out of facts occurring prior to the Closing; (b) Any Liability of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes liability which may be incurred by reason of any other Person under Treasury Regulation Section 1.1502-6 (uncured material breach of or any similar provision of statemonetary default under such contracts, local leases, commitments or foreign Law), as a transferee or successor, by contract or otherwise, obligations which occurred prior to the Closing Date; (ii) any Transfer Taxes liability for any employee benefits payable to employees of Seller, including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21 hereto) and liabilities for accrued sick leave or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and vacation days; (iii) any liability based upon or arising out of Seller for Taxes arising a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the consummation sale of goods or provision of services by Seller reflected on the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability books of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (e) Except as set forth in Sections 8.14 and 8.15, any fees or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability or obligation of Seller or any of its Affiliates relating to any current or former employee or other service provider of Seller or any of its Affiliates, or any dependent or beneficiary thereof, including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the transactions contemplated hereby), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on at or prior to the Closing Date; (iv) any liability based upon or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payor, or any liability based upon or arising out of a violation of any false claim, anti-kickback, prohibition or self- referral laws or similar fraud and abuse laws by Seller; (v) any claim of an unfair labor practice, medical malpractice liability associated with the Business or Seller or any claim under person associated with the Business or Seller; (vi) any state unemployment compensation liability based upon or worker’s compensation Law arising out of any tortious conduct or under any federal or state employment discrimination Law; (j) Any Liability wrongful actions of Seller related to or any Shareholder; or (vii) any liability for the Assets under payment of any Environmental Law which first arose prior to taxes imposed by law on Seller arising from or is related to actions occurring on by reason of the transactions contemplated by this Agreement or prior to the Closing Date; (k) Any Liability of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (l) Any other Liabilities not identified as Assumed Liabilities in Section 1.4(a) or Schedule 1.4(a) hereinotherwise.

Liabilities Not Assumed. Purchaser Except for the Assumed Obligations, Buyer does not assume, and will not be deemed by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to have assumed, any other liabilities or obligations of Seller of any kind or nature whatsoever, regardless of whether required by generally accepted accounting principles to be reflected on a balance sheet or disclosed in the related notes (the "Retained Obligations"). Without limiting the generality of the foregoing, the Retained Obligations include and Buyer shall not assume nor shall Buyer be liable for: (i) any Liabilities liabilities or obligations of Seller other than relating to the Assumed Liabilities, nor shall it assume any Excluded Assets; (ii) all obligations and liabilities of Seller arising out of the following obligations violation by Seller of any Environmental Laws (as defined below) or Liabilities for the Release (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”)defined below) of any Hazardous Materials (as defined below) (including, which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability without limitation those arising out of or as a result of any legal or equitable Action or judicial or administrative proceeding initiated at any time related to the extent arising out of facts occurring prior to the Closing; (b) Any Liability of Seller Studio Site or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Lawleased real property), as a transferee or successor, by contract or otherwise, (ii) any Transfer Taxes or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and ; (iii) any liability liabilities or obligations of Seller for Taxes arising in connection with to any employees of Seller or its affiliates not employed by Buyer; (iv) any liability relating to the consummation employment of current or former employees of the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid Station prior to the Closing, including but not limited to any liabilities or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability obligations of Seller incurred in connection with for severance, accrued vacation or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (e) Except sick leave except as set forth in Sections 8.14 Section 5.6 hereof or any liabilities under or in respect of any Employee Benefit Plan (as hereinafter defined); (v) except for the Station Contract with The Daily Buzz, LLC and 8.15any other Station Contracts listed on SCHEDULE 1.1(D), any fees obligations or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations liabilities of Seller for borrowed money; (g) Any Liability to any other business unit of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability Seller, any affiliate of Seller, any director or obligation officer of Seller or any of its Affiliates relating to affiliates, or the holder of any current equity or former employee or other service provider of ownership interest in Seller or any of its Affiliatesaffiliates; (vi) any litigation, proceeding, or claim by any dependent Person (defined below) to the extent relating to the business or beneficiary thereof, including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result operations of the transactions contemplated hereby), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on or Station prior to the Closing DateEffective Time, and whether or not such litigation or proceeding or claim is pending, threatened or asserted before, on or after the Effective Time; (vvii) any claim of an unfair labor practice, liability for income or any claim under any state unemployment compensation or worker’s compensation Law or under any federal or state employment discrimination Law; (j) Any Liability of Seller related other taxes relating to the Assets under any Environmental Law which first arose prior Station pertaining to or is related to actions occurring on or the period prior to the Closing Date; Effective Time; (kviii) Any Liability any liability in respect of Seller listed as an Account Payable any note, bond or debt amount owed. At indebtedness for borrowed money; or (ix) any liability or sanctions imposed by the Closing Date, in conjunction with this Transaction, Seller shall warrant FCC resulting from violation(s) by the Station of FCC rule(s) prior to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (l) Any other Liabilities not identified as Assumed Liabilities in Section 1.4(a) or Schedule 1.4(a) hereinthe Effective Time.

Liabilities Not Assumed. Purchaser Notwithstanding any contrary provision contained in this Agreement, PSC shall not assume be deemed to have assumed, nor shall PSC assume: (i) any Liabilities liability which may be incurred by reason of any uncured material breach of or any monetary default under or in connection with an Assumed Obligation which occurred prior to the Closing Date; (ii) any liability for any employee benefits payable to employees of Seller, including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21), except for liabilities for accrued vacation days and sick pay listed on Exhibit 1.3(b); (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payor, or any liability based upon or arising out of a violation of any false claim, anti-kickback, prohibition or self-referral laws or similar fraud and abuse laws by Seller; (v) any medical malpractice liability associated with the Medical Practice, the Business or Seller or any Shareholder or other person associated with the Medical Practice, the Business or Seller; (vi) any liability based upon or arising out of any tortious or wrongful actions of Seller or any Shareholder or other person associated with the Medical Practice, the Business, or any liability for the payment of any taxes imposed by law on Seller arising from or by reason of the transactions contemplated by this Agreement (collectively, the "Transactions"); or (vii) any other liability of Seller other than the Assumed Liabilities, nor shall it assume any of the following obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability arising out of or as a result of any legal or equitable Action or judicial or administrative proceeding initiated at any time to the extent arising out of facts occurring prior to the Closing; (b) Any Liability of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise, (ii) any Transfer Taxes or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and (iii) any liability of Seller for Taxes arising in connection with the consummation of the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (e) Except as set forth in Sections 8.14 and 8.15, any fees or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability or obligation of Seller or any of its Affiliates relating to any current or former employee or other service provider of Seller or any of its Affiliates, or any dependent or beneficiary thereof, including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the transactions contemplated hereby), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on or prior to the Closing Date, and (v) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation Law or under any federal or state employment discrimination Law; (j) Any Liability of Seller related to the Assets under any Environmental Law which first arose prior to or is related to actions occurring on or prior to the Closing Date; (k) Any Liability of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (l) Any other Liabilities not identified as Assumed Liabilities in Section 1.4(a) or Schedule 1.4(a) hereinObligations.

Liabilities Not Assumed. Purchaser Except for the Assumed Obligations, Buyer does not assume, and will not be deemed by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby to have assumed, any other liabilities or obligations of Seller of any kind or nature whatsoever, regardless of whether required by generally accepted accounting principles to be reflected on a balance sheet or disclosed in the related notes (the “Retained Obligations”). Without limiting the generality of the foregoing, the Retained Obligations include and Buyer shall not assume nor shall Buyer be liable for: (i) any Liabilities liabilities or obligations of Seller other than relating to the Assumed Liabilities, nor shall it assume any Excluded Assets; (ii) all obligations and liabilities of Seller arising out of the following obligations violation by Seller of any Environmental Laws (as defined below) or Liabilities for the Release (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”)defined below) of any Hazardous Materials (as defined below) (including, which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability without limitation those arising out of or as a result of any legal or equitable Action or judicial or administrative proceeding initiated at any time related to the extent arising out of facts occurring prior to the Closing; (b) Any Liability of Seller Studio Site or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Lawleased real property), as a transferee or successor, by contract or otherwise, (ii) any Transfer Taxes or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and ; (iii) any liability liabilities or obligations of Seller for Taxes arising in connection with to any employees of Seller or its affiliates not employed by Buyer; (iv) any liability relating to the consummation employment of current or former employees of the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid Station prior to the Closing, including but not limited to any liabilities or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability obligations of Seller incurred in connection with for severance, accrued vacation or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (e) Except sick leave except as set forth in Sections 8.14 Section 5.6 hereof or any liabilities under or in respect of any Employee Benefit Plan (as hereinafter defined); (v) except for the Station Contract with The Daily Buzz, LLC and 8.15any other Station Contracts listed on Schedule 1.1(d), any fees obligations or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations liabilities of Seller for borrowed money; (g) Any Liability to any other business unit of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability Seller, any affiliate of Seller, any director or obligation officer of Seller or any of its Affiliates relating to affiliates, or the holder of any current equity or former employee or other service provider of ownership interest in Seller or any of its Affiliatesaffiliates; (vi) any litigation, proceeding, or claim by any dependent Person (defined below) to the extent relating to the business or beneficiary operations of the Station prior to the Effective Time, whether or not such litigation or proceeding or claim is pending, threatened or asserted before, on or after the Effective Time; (vii) any liability for income or other taxes relating to the Station pertaining to the period prior to the Effective Time; (viii) any liability in respect of any note, bond or indebtedness for borrowed money; or (ix) any liability or sanctions imposed by the FCC resulting from violation(s) by the Station of FCC rule(s) prior to the Effective Time. As used in this Agreement, “Environmental Laws” means any law, rule, regulation, judgment, decree, stipulation, or injunction pertaining to land use, air, soil, surface water, groundwater (including the protection, cleanup, removal, remediation or damage thereof), including Hazardous Materials, wetlands, public or employee health or safety or any other environmental matter, including, without limitation limitation, the following laws: (i) any Liability arising under any Employee Benefit PlanClean Air Act (42 X.X.X. §0000, including any Multiemployer Plan or other Pension Plan, et seq.); (ii) any Liability that constitutes a Withdrawal Liability or COBRA LiabilityClean Water Act (33 X.X.X. §0000, et seq.); (iii) any Liability arising in connection with the actual or prospective employment or engagementEmergency Planning and Community Right-to-Know Act (42 U.S.C. §11001, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , et seq.); (iv) any Liability for wagesResource Conservation and Recovery Act (42 X.X.X. §0000, remuneration, compensation (including any bonuses due any employee arising as a result of the transactions contemplated herebyet seq.), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on or prior to the Closing Date, and ; (v) Toxic Substances Control Act (15 X.X.X. §0000, et seq.); (vi) Occupational Safety and Health Act (29 U.S.C. §651, et seq.); (vii) Comprehensive Environmental Response Compensation and Liability Act (42 X.X.X. §0000, et seq.); (viii) Safe Drinking Water Act (42 U.S.C. §300f, et seq.); (ix) Toxic Substances Control Act (15 X.X.X. §0000, et seq.); (x) Rivers and Harbors Act (33 U.S.C. §401, et seq.), (xi) Endangered Species Act (16 X.X.X. §0000, et seq.); (xii) Hazardous Material Transportation Act (49 X.X.X. §0000, et seq.); (xiii) any claim of an unfair labor practicesimilar or applicable environmental state law, rule or regulation; and (xiv) any claim under other law, rule or regulation relating to Hazardous Materials; and (xv) any state unemployment compensation law, rule or worker’s compensation Law or under any federal or state employment discrimination Law; (j) Any Liability of Seller related regulation relating to the Assets under any Environmental Law which first arose prior to or is related to actions occurring on or prior to the Closing Date; (k) Any Liability of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (l) Any other Liabilities not identified as Assumed Liabilities in Section 1.4(a) or Schedule 1.4(a) hereinradio radiation.

Liabilities Not Assumed. Purchaser Notwithstanding any contrary provision contained herein, PSC shall not assume any Liabilities of Seller other than the Assumed Liabilitiesbe deemed to have assumed, nor shall it PSC assume any of the following obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability arising out of or as a result of any legal or equitable Action or judicial or administrative proceeding initiated at any time to the extent arising out of facts occurring prior to the Closing; (b) Any Liability of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes liability which may be incurred by reason of any other Person under Treasury Regulation Section 1.1502-6 (uncured material breach of or any similar provision of statemonetary default under such contracts, local leases, commitments or foreign Law), as a transferee or successor, by contract or otherwise, obligations which occurred prior to the Closing Date; (ii) any Transfer Taxes liability for any employee benefits payable to employees of Seller, including, but not limited to, liabilities arising under any Seller Plan (as defined in Section 2.21 hereto) and liabilities for accrued sick leave or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and vacation days; (iii) any liability based upon or arising out of Seller for Taxes arising a violation of any antitrust or similar restraint-of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the consummation sale of goods or provision of services by Seller reflected on the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability books of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (e) Except as set forth in Sections 8.14 and 8.15, any fees or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability or obligation of Seller or any of its Affiliates relating to any current or former employee or other service provider of Seller or any of its Affiliates, or any dependent or beneficiary thereof, including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the transactions contemplated hereby), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on at or prior to the Closing Date; (iv) any liability based upon or arising out of overpayments due to the Medicare and/or Medicaid programs, any other third party payor, or any liability based upon or arising out of a violation of any false claim, anti-kickback, prohibition or self-referral laws or similar fraud and abuse laws by Seller; (v) any claim medical malpractice liability associated with the Business or Seller or any person associated with the business or Seller; nor (vi) any liability based upon or arising out of an unfair labor practiceany tortious or wrongful actions of Seller or any Shareholder, or any claim under liability for the payment of any state unemployment compensation taxes imposed by law on Seller arising from or worker’s compensation Law or under any federal or state employment discrimination Law; (j) Any Liability by reason of Seller related to the Assets under any Environmental Law which first arose prior to or is related to actions occurring on or prior to the Closing Date; (k) Any Liability of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with transactions contemplated by this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (l) Any other Liabilities not identified as Assumed Liabilities in Section 1.4(a) or Schedule 1.4(a) hereinAgreement.

Liabilities Not Assumed. Purchaser Anything contained in this Agreement to the contrary notwithstanding, Buyer Parties shall not assume assume, and there shall be excluded from the Assumed Liabilities, the following (the "EXCLUDED LIABILITIES"): (i) all obligations of any Liabilities Seller to any other Seller, any Affiliate of any Seller (other than ATPG as described in Section 4.4(b)) or any director or officer of any Seller or of any Affiliate of any Seller; and (ii) any obligations and liabilities of any Seller of any kind, character or description whatsoever, known or unknown, contingent or otherwise, other than the Assumed Liabilities, nor shall it assume including, without limitation, (A) any and all liabilities with respect to Taxes for any period or portion thereof ending on or before the Closing Date, (B) all obligations, liabilities, commitments or responsibilities relating to any employees, independent contractors or Plans, (C) any and all obligations, liabilities or responsibilities of the following obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability Sellers arising out of or as a result relating to the breach by Sellers of any legal or equitable Action or judicial or administrative proceeding initiated at any time Assigned Contract, except to the extent arising out of facts occurring prior to the Closing; (b) Any Liability of Seller or otherwise imposed a reserve therefor is expressly reflected on the Assets or with respect to face of (and not solely in any notes to) the Business, in respect Closing Statement of any Tax, including (i) any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise, (ii) any Transfer Taxes or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2Net Assets, and (iiiD) any liability of Seller for Taxes arising in connection with the consummation of the Transaction and all liabilities or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the execution or performance of this Agreement and the transactions contemplated herein; (e) Except as set forth in Sections 8.14 and 8.15, any fees or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, or any investment banker, appraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability or obligation of Seller or any of its Affiliates relating to any current Transaction Expense or former employee or other service provider Transfer Taxes that is the responsibility of Seller Sellers or any Affiliate of its AffiliatesSellers under the terms of this Agreement. Sellers shall pay, perform and discharge in a timely manner or any dependent or beneficiary thereof, including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability shall make adequate provision for wages, remuneration, compensation (including any bonuses due any employee arising as a result all of the transactions contemplated hereby)Excluded Liabilities; PROVIDED, benefitsHOWEVER, severancethat Sellers may contest, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof)in good faith, and (B) with respect to any Transitioned Employee, arising on or prior to the Closing Date, and (v) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation Law or under any federal or state employment discrimination Law; (j) Any Liability of Seller related liability asserted by a third party in respect thereof so long as it shall have indemnified and have held harmless Buyer with respect thereto pursuant to the Assets under any Environmental Law which first arose prior to or is related to actions occurring on or prior to the Closing Date; (k) Any Liability terms of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; and (l) Any other Liabilities not identified as Assumed Liabilities in Section 1.4(a) or Schedule 1.4(a) hereinAgreement.