Common use of Purchase Price Assumption of Liabilities Clause in Contracts

Purchase Price Assumption of Liabilities. (a) Subject to the adjustments set forth in Section 2.08, at the Closing, Purchaser shall pay TWENTY-ONE MILLION DOLLARS ($21,000,000) (the "Base Price") in cash to Seller as follows: (i) an escrow deposit equal to ONE MILLION FIFTY THOUSAND DOLLARS ($1,050,000) (the "Escrow Deposit") shall be deposited with the Escrow Agent (as hereinafter defined) upon the execution of this Agreement pursuant to an escrow agreement to be entered into by Purchaser, Seller and an escrow agent reasonably acceptable to both Purchaser and Seller (the "Escrow Agent") in substantially the form attached hereto as Exhibit A (the "Escrow Agreement") and unless it is otherwise released prior to Closing pursuant to Section 8.02 hereof, the Escrow Deposit shall be transferred to Seller by wire transfer at the Closing and credited to the Purchase Price and (ii) the balance of the Base Price at the Closing as provided in Section 2.07(a) (the Base Price, including the Escrow Deposit, are referred to collectively herein as the "Purchase Price"). (b) At the Closing, Purchaser shall assume only the liabilities and obligations of Seller pursuant to the Contracts, which are to be performed after the Closing Date and as otherwise expressly set forth in this Agreement (the "Assumed Liabilities"). (c) Except as expressly provided in Section 2.02(b) and Article VI hereof, Purchaser shall not and does not assume any liability or obligation of Seller, fixed or contingent, disclosed or undisclosed, including without limitation, lease or contractual obligations or commitments of Seller or pensions, severance or other employee benefit plans programs or practices, Tax liabilities, any other claims against Seller of any kind or nature whatsoever involving facts, events or circumstances arising on or prior to the Closing, no matter when raised. Except as expressly provided in this Section 2.02(c), Purchaser shall not be required to defend any suit or claim arising out of any act, event or transaction occurring on or prior to the Closing Date or out of any condition existing on or prior to the Closing Date, in connection with the ownership or operation of the Station, not expressly assumed by Purchaser hereunder.

Purchase Price Assumption of Liabilities. (a) Subject to the adjustments set forth in Section 2.08, at the Closing, Closing Purchaser shall pay TWENTYTHIRTY-ONE SEVEN MILLION DOLLARS ($21,000,00037,000,000) (the "Base Price") in cash to Seller as follows: (i) an escrow deposit equal to ONE THREE MILLION FIFTY SEVEN HUNDRED THOUSAND DOLLARS ($1,050,0003,700,000) (the "Escrow Deposit") shall be deposited with the Escrow Agent (as hereinafter defined) upon the execution of this Agreement pursuant to an escrow agreement to be entered into by Purchaser, Seller and an escrow agent reasonably acceptable to both Purchaser and Seller (the "Escrow Agent") in substantially the form attached hereto as Exhibit A (the "Escrow Agreement") which Escrow Agreement shall provide that the interest earned on the Escrow Deposit shall be paid periodically to Purchaser by the Escrow Agent unless or until a claim to the Escrow Deposit is made by Seller, and unless it is otherwise released prior to Closing pursuant to Section 8.02 hereof, the Escrow Deposit shall be transferred to Seller by wire transfer at the Closing and credited to the Purchase Price and (ii) (x) the balance of the Base Price Price, and (y) if applicable, the Interest Amount provided by Section 2.05 at the Closing as provided in Section 2.07(a) (the Base Price, including Price and the Escrow Deposit, Interest Amount are referred to collectively herein as the "Purchase Price"). (b) At the Closing, Purchaser shall assume only the liabilities and obligations of Seller or, if applicable, WDRQ, Inc. pursuant to the Contracts, which are Contracts to be performed after the Closing Date and as otherwise expressly set forth in this Agreement (the "Assumed Liabilities"). (c) Except as expressly provided in Section 2.02(b) and Article VI hereof, Purchaser shall not and does not assume any liability or obligation of SellerSeller or Viacom, fixed or contingent, disclosed or undisclosed, including without limitation, lease or contractual obligations, employment contracts or commitments, obligations or commitments to employ any employee of Seller or Viacom or for pensions, severance or other employee benefit plans programs or practices, Tax liabilities, any other claims against Seller or Viacom of any kind or nature whatsoever involving facts, events or circumstances arising on or prior to the Closing, no matter when raised. Except as expressly provided in this Section 2.02(c), Purchaser shall not be required to defend any suit or claim arising out of any act, event or transaction occurring on or prior to the Closing Date or out of any condition existing on or prior to the Closing Date, in connection with the ownership or operation of the Station, including without limitation, any successor or transferee liability, not expressly assumed by Purchaser hereunder.

Purchase Price Assumption of Liabilities. (a) Subject to the adjustments set forth terms and conditions of this Agreement, in Section 2.08reliance on Seller’s representations, at warranties and agreements contained herein, and in consideration of the Closingsale, Purchaser conveyance, assignment, transfer and delivery of the Assets and the Business, Buyer will deliver or cause to be delivered, payment by wire transfer to such bank account or bank accounts as shall pay TWENTY-ONE MILLION DOLLARS (be specified by Seller, in immediately available funds, of $21,000,000) 21,500,000 (the "Base Price") in cash to Seller as follows: (i) an escrow deposit equal to ONE MILLION FIFTY THOUSAND DOLLARS ($1,050,000) (“Fixed Amount”), plus the "Escrow Deposit") Estimated Closing Inventory Amount, which amount shall be deposited with the Escrow Agent (as hereinafter defined) upon the execution of this Agreement pursuant to an escrow agreement to be entered into by Purchaser, Seller and an escrow agent reasonably acceptable to both Purchaser and Seller (the "Escrow Agent") in substantially the form attached hereto as Exhibit A (the "Escrow Agreement") and unless it is otherwise released prior to Closing determined pursuant to Section 8.02 hereof1.7, less the aggregate amount owing to Transferred Employees as of the Closing Date with respect to accrued vacation and holiday pay (the “Vacation and Holiday Pay Amount”; the sum of the Fixed Amount and the Estimated Closing Inventory Amount, less the Vacation and Holiday Pay Amount, the Escrow Deposit “Estimated Closing Purchase Price”). The Estimated Closing Purchase Price shall be transferred adjusted pursuant to Seller by wire transfer Section 1.9 to arrive at the Final Closing and credited to Purchase Price. The sum of the Final Closing Purchase Price and (ii) the balance Deferred Purchase Price, which latter amount shall be determined pursuant to Section 1.9(b), is referred to as the “Purchase Price”. The Purchase Price, together with the assumption of the Base Price at Assumed Liabilities, shall constitute full payment for the Closing as provided in Section 2.07(asale, conveyance, assignment, transfer and delivery of the Assets and the Business. Schedule 1.3(a) of the Disclosure Schedules being delivered to Buyer herewith (the Base Price, including “Disclosure Schedules”) sets forth a preliminary allocation of the Escrow Deposit, are referred to collectively herein as Estimated Closing Purchase Price among the "Purchase Price"Assets in accordance with Section 1060 of the Code and the applicable Treasury Regulations (the “Preliminary Allocation”). (b) At the Closing, Purchaser shall Buyer will deliver to Seller an instrument of assumption substantially in the form of Exhibit E attached hereto (the “Instrument of Assumption”), whereby Buyer will undertake, assume only and agree to perform, pay and discharge when due, and hold the Seller and its directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the “Seller Indemnitees”) harmless from and indemnify the Seller Indemnitees, in accordance with Article VII, against, any and all liabilities and obligations of Seller pursuant (i) in respect of accrued vacation and holiday pay owing to Transferred Employees and included in the Vacation and Holiday Pay Amount, (ii) in respect of all product returns and warranty claims exclusively relating to products of the Business, (iii) listed on Schedule 1.3(b) of the Disclosure Schedules and (iv) in an amount less than $5,000 and that are exclusively related to the ContractsBusiness, which are whether or not or set forth on Schedule 1.3(b) of the Disclosure Schedules, provided that this clause (iv) shall only apply to be performed after the extent that (A) the aggregate amount of such liabilities and obligations does not exceed $250,000 and (B) such liability does not relate to services or products received prior to the Closing Date and as otherwise expressly set forth in this Agreement (collectively, the "“Assumed Liabilities"”). Any liability or obligation that is not an Assumed Liability is referred to herein as an “Excluded Liability”. (c) Except Buyer will deliver, or cause to be delivered, payment of the Deferred Purchase Price in five (5) equal installments on September 30, 2005, December 31, 2005, March 31, 2006, June 30, 2006 and September 30, 2006, by wire transfer of immediately available funds to such bank account or accounts as expressly provided in Section 2.02(b) and Article VI hereof, Purchaser shall not and be specified by Seller. If Buyer does not assume any liability or obligation of Seller, fixed or contingent, disclosed or undisclosed, including without limitation, lease or contractual obligations or commitments of Seller or pensions, severance or other employee benefit plans programs or practices, Tax liabilities, any other claims against Seller make timely payment of any kind or nature whatsoever involving facts, events or circumstances arising on or prior to installment of the Closing, no matter when raised. Except as expressly provided Deferred Purchase Price in this Section 2.02(c), Purchaser shall not be required to defend any suit or claim arising out of any act, event or transaction occurring on or prior to the Closing Date or out of any condition existing on or prior to the Closing Date, in connection accordance with the ownership foregoing sentence, Buyer shall pay interest on any overdue amounts at a rate of 12% per annum (or operation of the Stationhighest rate permitted by applicable law, not expressly assumed by Purchaser hereunderif such rate is lower than 12% at any time such interest becomes payable) until such time as any overdue amounts, and any interest accrued thereon, is paid in full.

Purchase Price Assumption of Liabilities. (a) Subject to the adjustments set forth terms and conditions of this Agreement, in Section 2.08reliance on Seller’s representations, at warranties and agreements contained herein, and in consideration of the Closingsale, Purchaser conveyance, assignment, transfer and delivery of the U.S. Assets and the Akrosil Europe Shares, Buyer will deliver or cause to be delivered U.S.$180,000,000, which amount, together with the assumption of the Assumed Liabilities (as defined below), shall pay TWENTY-ONE MILLION DOLLARS constitute full payment for the sale, conveyance, assignment, transfer and delivery of the U.S. Assets and the Akrosil Europe Shares. Payment shall be made by wire transfer to such bank account or bank accounts as shall be specified by Seller, in immediately available funds, of (A) U.S. $21,000,000) 20,000,000 to be paid in Euros, representing payment for the Akrosil Europe Shares sold pursuant to the Share Purchase Agreement (the "Base “Estimated Akrosil Europe Purchase Price") in cash to Seller as follows: (i) an escrow deposit equal to ONE MILLION FIFTY THOUSAND DOLLARS ($1,050,000) (the "Escrow Deposit") shall be deposited with the Escrow Agent (as hereinafter defined) upon the execution of this Agreement pursuant to an escrow agreement to be entered into by Purchaser”), Seller and an escrow agent reasonably acceptable to both Purchaser and Seller (the "Escrow Agent") in substantially the form attached hereto as Exhibit A (the "Escrow Agreement") and unless it is otherwise released prior to Closing adjusted pursuant to Section 8.02 hereof1.9 (as so adjusted, the Escrow Deposit “Final Akrosil Europe Purchase Price”) and (B) U.S. $160,000,000, representing payment for the U.S. Assets, which amount shall be transferred adjusted pursuant to Seller by wire transfer at Section 1.7 (as so adjusted, the Closing “Estimated Asset Purchase Price”), and credited further adjusted pursuant to Section 1.9 (as so further adjusted, the “Final Asset Purchase Price”). Schedule 1.3 of the Disclosure Schedules being delivered to Buyer herewith (the “Disclosure Schedules”) sets forth a preliminary allocation of the Estimated Asset Purchase Price and (ii) among the balance U.S. Assets in accordance with Section 1060 of the Base Price at the Closing Code (as provided defined in Section 2.07(a1.5) and the applicable Treasury Regulations or applicable local law (the Base Price, including “Preliminary Allocation”). Payment for the Escrow Deposit, are referred to collectively herein as the "Purchase Price")Akrosil Europe Shares will be made in Euros. (b) At the Closing, Purchaser shall Buyer will deliver to Seller an instrument of assumption substantially in the form of Exhibit I hereto (the “Instrument of Assumption”), whereby Buyer will undertake, assume only the and agree to perform, pay and discharge when due, and hold Seller harmless from and indemnify Seller against, any and all debts, liabilities and obligations of Seller (x) pertaining to the Business and reflected on or reserved against in the June 30, 2004 balance sheet (which is part of the Financial Statements) or incurred in the ordinary course of business since June 30, 2004 (whether or not required by GAAP to be reflected on a balance sheet), (y) set forth on the Final Statement or (z) otherwise expressly assumed under this Agreement or under the Share Purchase Agreement (collectively, the “Assumed Liabilities”), except for any debts, liabilities and obligations (i) to the extent arising out of the Excluded Assets, (ii) that are retained by the Seller as set forth on Exhibit E or pursuant to Section 2.3 hereof (including as related to pension and retiree health and life benefits and any indemnification obligations relating to officers and directors of Seller), (iii) that are not related to the ContractsBusiness, which (iv) that relate to pre-Closing workers compensation claims related to the Business (such that all claims are made within the time period provided at the end of Section 2.3(g)), (v) that relate to be performed after litigation claims related to the Business for pre-Closing Date and as otherwise expressly periods, including, without limitation, the litigation set forth on Schedule 3.12, (vi) that relate to the Tax-Exempt Bonds of the Business, except as provided in this Agreement the Tax-Exempt Bond Agreement, or (vii) for Taxes pertaining to the "Assumed Liabilities"). Business incurred with respect to the Pre-Closing Tax Period (cas defined in Section 5.7) Except (except as expressly provided in Section 2.02(b5.7(e) and Article VI hereofor Section 1.10) (collectively, Purchaser shall not and does not assume any liability or obligation of Seller, fixed or contingent, disclosed or undisclosed, including without limitation, lease or contractual obligations or commitments of Seller or pensions, severance or other employee benefit plans programs or practices, Tax liabilities, any other claims against Seller of any kind or nature whatsoever involving facts, events or circumstances arising on or prior to the Closing, no matter when raised. Except as expressly provided in this Section 2.02(c“Excluded Liabilities”), Purchaser shall not be required to defend any suit or claim arising out of any act, event or transaction occurring on or prior to the Closing Date or out of any condition existing on or prior to the Closing Date, in connection with the ownership or operation of the Station, not expressly assumed by Purchaser hereunder.

Purchase Price Assumption of Liabilities. (a) Subject The aggregate purchase price in consideration for the Assets shall be an amount equal to the adjustments sum of (i) US$48 million in cash, plus (ii) if and only if the Closing Date is not the first day of a calendar month, the Closing Payment Adjustment, plus (iii) GST (if any) payable on the sum of amounts in clauses (i) and (ii) (such sum, the “Closing Payment”), subject to adjustment as set forth in Section 2.082.6 (as so adjusted, the “Purchase Price”). The payment of the Purchase Price and the assumption of the Assumed Liabilities shall constitute full payment for the sale, conveyance, assignment, transfer and delivery to Buyer of the Assets. (b) Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall pay TWENTY-ONE MILLION DOLLARS ($21,000,000) (the "Base Price") in cash Buyer will assume, undertake and agree to Seller as follows: (i) an escrow deposit equal to ONE MILLION FIFTY THOUSAND DOLLARS ($1,050,000) (the "Escrow Deposit") shall be deposited with the Escrow Agent (as hereinafter defined) upon the execution of this Agreement pursuant to an escrow agreement to be entered into by Purchaserperform, Seller pay, honor, become liable for and an escrow agent reasonably acceptable to both Purchaser discharge when due any and Seller (the "Escrow Agent") in substantially the form attached hereto as Exhibit A (the "Escrow Agreement") all Liabilities, obligations, commitments and unless it is otherwise released prior to Closing pursuant to Section 8.02 hereof, the Escrow Deposit shall be transferred to Seller by wire transfer at the Closing and credited to the Purchase Price and (ii) the balance of the Base Price at the Closing as provided in Section 2.07(a) (the Base Price, including the Escrow Deposit, are referred to collectively herein as the "Purchase Price"). (b) At the Closing, Purchaser shall assume only the liabilities and obligations undertakings of Seller pursuant of any nature, whether known or unknown, accrued or unaccrued, absolute or contingent, due or to the Contractsbecome due, which are to be performed arising, existing or asserted after the Closing Date and as otherwise expressly set forth in this Agreement (other than the "Assumed Excluded Liabilities"). (c) Except as expressly provided in Section 2.02(b) and Article VI hereof, Purchaser shall not and does not assume any liability or obligation of Seller, fixed or contingent, disclosed or undisclosed, including without limitation, lease or contractual obligations or commitments of Seller or pensions, severance or other employee benefit plans programs or practices, Tax liabilities, any other claims against Seller of any kind or nature whatsoever involving facts, events or circumstances arising on or prior to the Closing, no matter when raised. Except as expressly provided in this Section 2.02(c), Purchaser shall not be required arising from, relating to defend any suit or claim arising out of any act, event or transaction occurring on or prior to the Closing Date or out of any condition existing on or prior to the Closing Date, in connection with the ownership or operation of the StationBusiness and the Assets prior to, on or after the Closing Date, including (i) any and all liabilities, obligations and commitments arising under the Business Agreements, Transferred Split Rights and Transferred Split Obligations and (ii) any and all liabilities included in the calculation of the Closing Net Working Capital Amount (collectively, the “Assumed Liabilities”). (c) Anything to the contrary in this Agreement notwithstanding, Buyer shall not expressly assumed assume, and the term Assumed Liabilities shall not include, the following Liabilities and obligations of Seller (collectively, the “Excluded Liabilities”), which Excluded Liabilities shall continue to be the Liabilities and obligations of Seller: (i) any obligations or Liabilities to the extent that they relate to any of the Excluded Assets; (ii) accounts payable owing to Affiliates of Seller other than Intergroup Trade Payables; (iii) all liabilities to the extent that they relate to Taxes of the Seller other than accrued liabilities reflected on the Closing Statement; and (iv) all liabilities to the extent that they relate to claims (other than claims for accrued compensation or Employee Benefits of Transferring Employees) by Purchaser hereunderor in connection with Employees, including, without limitation, ACC Tail Liabilities, in respect of any period prior to Closing.