Common use of Retained Obligations and Liabilities Clause in Contracts

Retained Obligations and Liabilities. All obligations and liabilities ------------------------------------ arising out of or relating to the Assets, the Systems or the Business and all other liabilities and obligations of Seller and each Partner, other than the Assumed Obligations and Liabilities, shall remain and be the obligations and liabilities solely of Seller or the appropriate Partner (collectively, the "Retained Obligations and Liabilities"). Without limiting the generality of the foregoing, Retained Obligations and Liabilities shall include the following: (i) all obligations and liabilities arising out of or relating to the Litigation and Judgments relating to periods prior to the Closing Date, including as disclosed on Schedule 5.8; ------------ (ii) unless specifically assumed by Buyer, all obligations and liabilities arising before the Closing Date with respect to the Franchises, Contracts, Owned Real Property and Leased Real Property; (iii) all obligations and liabilities for adjustment of revenues from the Business and for any rate refunds, rollback, credit, penalty and/or interest payment required by the FCC or local franchising authority relating to the rates charged to customers of the Systems and the Business during any period prior to the Closing Date; (iv) any liability under any claim relating to the period ending as of the Closing Date that is or, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of Seller, and all liability associated with workmen's compensation claims that relate to the period prior to the Closing Date, whether or not reported or due or payable as of the Closing Date; and (v) all obligations and liabilities with respect to the Excluded Assets.

Retained Obligations and Liabilities. All obligations and liabilities ------------------------------------ arising out of or relating to the Assets, the Systems or the Business and all other liabilities and obligations of Seller and each PartnerSellers, other than the Assumed Obligations and Liabilities, shall remain and be the obligations and liabilities solely of the applicable Seller or the appropriate Partner (collectively, the "Retained Obligations and Liabilities"), and each Seller agrees to satisfy all of such obligations as they become due. Without limiting the generality of the foregoing, Retained Obligations and Liabilities shall include include, but not be limited to, the following: (i) all obligations and liabilities arising out of or relating to the Litigation and Judgments relating to periods prior to the Closing Date, including as disclosed on Schedule 5.85.8 and any other Litigation arising out of actions or inaction of Sellers or events occurring before the Closing Time regardless of whether known or unknown, asserted or unasserted, as of the Closing Time; ------------provided that the Retained Obligations and Liabilities with respect to any Litigation or Judgments involving Beam Laser Systems, Inc. shall include only those obligations and liabilities arising out of actions or inaction of Sellers or events occurring before the Closing Time; (ii) all obligations and liabilities, unless specifically assumed in writing by the Buyer, all obligations and liabilities to the extent arising before or as a result of events (including, without limitation, the action or inaction of Sellers) occurring before the Closing Date Time with respect to the Franchises, Contracts, Owned Real Property Licenses and Leased Real Property; (iii) all obligations and liabilities for adjustment of revenues from the Business and for any rate refunds, rollback, credit, penalty and/or interest payment required by the FCC or local franchising authority relating to the rates charged to customers of the Systems and the Business during any period prior to the Closing Date; (iv) any liability under any claim relating to the period ending as of the Closing Date Time that is or, but for the consummation of the transactions contemplated hereby, would have been covered under any insurance policy of SellerSellers or Pegasus, and all liability associated with workmen's compensation claims that relate to the extent such liability relates to the period prior to the Closing DateTime, whether or not reported or due or payable as of the Closing Date; andTime; (iv) any liability for salary, bonus (including Christmas bonus), sick or vacation pay, or other employee benefits due to all employees of Sellers (including severance and Law 80 obligations) or under any employee benefit plan maintained by Sellers or Pegasus, in all cases other than liabilities of Buyer to Sellers' employees hired by Buyer pursuant to Section 6.3 and arising after the Closing (excluding Law 80 obligations); (v) all obligations and liabilities with respect to the Excluded Assets; and (vi) except as expressly set forth in Section 6.13, any Tax (A) payable with respect to the business, assets, properties or operations of the Sellers or any member of any affiliated group of which any of Sellers is or was a member, or (B) incident to or arising as a consequence of the negotiation or consummation by Sellers (or any member of any affiliated group of which any of the Sellers is or was a member) of this Agreement and the transactions contemplated thereby.