Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall (a) assume and undertake to pay, discharge, and perform all obligations and liabilities of the Seller under the Licenses and the Assumed Contracts insofar as they relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Assets or its operation of the Station on or after the Closing Date and those relating to the period prior to the Closing which Buyer agrees to assume pursuant to the prorations and adjustments and (b) shall pay that portion of the principal and interest due and payable following the Closing Date pursuant to the terms of the Credit Agreement dated as of December 29, 1995, among Whitxxxxx Xxxia, Inc. and its Affiliates, the several Lenders From Time to Time Parties thereto, CIBC Inc., as Documentation Agent, and Banque Paribas, as Administrative Agent that is allocable to the Station as set forth in Schedule 6.03 to the Credit Agreement. Buyer shall not assume any other obligations or liabilities of Seller, including (i) any obligations or liabilities under any Contract not included in the Assumed Contracts, (ii) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the operation of the Station prior to the Closing, (iv) any obligations or liabilities arising under agreements entered into other than in the ordinary course of business, (v) any obligation to any employee of the Station for severance benefits, vacation time, or sick leave accrued prior to the Closing Date relating to any employee of Seller who is not employed or offered employment by Buyer within the 90-day adjustment period, or (vi) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of Seller prior to the Closing, and all such obligations and liabilities shall remain and be the obligations and liabilities solely of Seller.
Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and undertake to pay, discharge, and perform all obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as they relate to the time on and after the Closing Date, and arise out of events related to Buyer's ownership of the Assets or its operation of the Station on or after the Closing Date. Buyer shall not assume any other obligations or liabilities of Seller, including (i) any obligations or liabilities under any Contract not included in the Assumed Contracts, (ii) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the operation of the Station prior to the Closing, (iv) any obligations or liabilities arising under capitalized leases or other financing agreements, (v) any obligations or liabilities arising under agreements entered into other than in the ordinary course of business, (vi) any obligations or liabilities of Seller under any employee pension, retirement, health and welfare or other benefit plans or collective bargaining agreements, (vii) any obligation to any employee of the Station for severance benefits, vacation time, or sick leave accrued prior to the Closing Date, or (viii) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of Seller prior to the Closing, and all such obligations and liabilities shall remain and be the obligations and liabilities solely of Seller.
Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall pay, discharge and perform (i) all of the obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as they relate to the time period on and after the Closing Date, and arising out of events occurring on or after the Closing Date, (ii) all obligations and liabilities arising out of events occurring on or after the Closing Date related to Buyer's ownership of the Assets or its conduct of the business or operations of the Station on or after the Closing Date, and (iii) all obligations and liabilities for which Buyer receives a proration adjustment hereunder. All other obligations and liabilities of Seller, including (i) any obligations under any Contract not included in the Assumed Contracts, (ii) any obligations under the Assumed Contracts relating to the time period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the operation of the Station prior to the Closing Date, and (iv) those related to employees as set forth in Section 6.9 herein shall remain and be the obligations and liabilities solely of Seller.
Assumption of Liabilities and Obligations. As of the Closing Date and any Radio Group Closing Date as applicable, Buyer shall assume and undertake to pay, discharge and perform all obligations and liabilities of Sellers under the Licenses, the Assumed Contracts or as otherwise specifically provided for herein to the extent that either (i) the obligations and liabilities relate to the time after the Effective Time of such Closing with respect to the Stations for which Closing has occurred, or (ii) the Purchase Price was reduced pursuant to Section 2.3(b) as a result of the proration of such obligations and liabilities. Buyer shall not assume any other obligations or liabilities of Sellers, including (1) any obligations or liabilities under any Contract not included in the Assumed Contracts, (2) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Effective Time of any Closing to which such Assumed Contracts relate, except insofar as an adjustment therefor is made in favor of Buyer under Section 2.3(b), (3) any claims or pending litigation or proceedings relating to the operation of the Stations prior to such Closing or (4) any obligations or liabilities of Sellers under any employee pension, retirement, or other benefit plans.
Assumption of Liabilities and Obligations. As of the applicable ----------------------------------------- Closing Date, ACN Holdings shall assume and undertake to pay, discharge and perform all current liabilities of the Contributed Franchises as determined in accordance with GAAP but only to the extent included in the Final First Closing Capstar Working Capital and/or the Final Second Closing Capstar Working Capital, as applicable, and the obligations and liabilities of Capstar under the Assumed Contracts, whether or not relating to the time period beginning on or arising out of events occurring on or after the applicable Closing Date. Notwithstanding the foregoing sentence, the following obligations and liabilities of Capstar and its Subsidiaries shall remain and be the obligation and liability solely of Capstar and its Subsidiaries: obligations or liabilities under any Contract not included in the Assumed Contracts, obligations or liabilities under any Assumed Contract for which a Consent, if required, has not been obtained as of the applicable Closing Date, and any unpaid Taxes or Employee Benefit Plan obligations. Other than as specified in the first sentence of this Section 2.6, ACN Holdings, directly or indirectly, shall assume no liabilities or obligations of Capstar and shall not be liable therefor. This
Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall pay, discharge and perform (i) all of the obligations and liabilities of Seller under the Licenses and the Assumed Contracts insofar as they relate to the time period on and after the Closing Date, and arising out of events occurring on or after the Closing Date, (ii) all obligations and liabilities arising out of events occurring on or after the Closing Date related to Buyer's ownership of the Assets or its conduct of the business or operations of the Stations, and (iii) all obligations and liabilities for which Buyer receives a proration adjustment hereunder. Except to the extent otherwise provided for in the TBA, all other obligations and liabilities of Seller, including (i) any obligations under any Contract not included in the Assumed Contracts, (ii) any obligations under the Assumed Contracts relating to the time period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the operation of either of the Stations prior to the Closing Date, and (iv) those related to Seller's employees who do not become employees of Buyer upon the Closing shall remain and be the obligations and liabilities solely of Seller.
Assumption of Liabilities and Obligations. (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities of Diablo (collectively, the "Diablo Assumed Obligations"): (i) all of the obligations and liabilities of Diablo under the Diablo Assumable Agreements, and (ii) all obligations and liabilities of Diablo with respect to the ownership and operation of the Diablo Assets and the conduct of the Diablo Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not, except as provided in Section 2.2(c), be obligated with respect to, the Diablo Nonassumed Obligations.
(b) Except as otherwise specifically set forth in this Agreement or in the Diablo Disclosure Schedule to the contrary, ATS shall not assume or become obligated to perform any debt, liability or obligation of Diablo relating to any of the following matters (collectively, the "Diablo Nonassumed Obligations"):
(i) the ownership or operation of the Diablo Assets or the conduct of the Diablo Business prior to the Closing Date, including without limitation Taxes, unfunded pension costs, any Employment Arrangement of Diablo (including without limitation any obligation to any Diablo Employee for severance benefits or, except as provided in Section 2.2(c), vacation time or sick leave), and any of the following to the extent same arise from Events occurring prior to or existing on the Closing Date: products liability, Legal Actions or other Claims, and obligations and liabilities relating to Environmental Law;
(ii) any obligations or liabilities under the Diablo Assumable Agreements relating to the period prior to the Closing;
(iii) any insurance policies of Diablo;
(iv) those required to be disclosed in the Diablo Disclosure Schedule which are not so disclosed or which, if disclosed, Section 2.2(b)(iv) of the Diablo Disclosure Schedule indicates that such obligation or liability will not be assumed;
(v) any liability or obligation from or relating to breach of any warranty or any misrepresentation by Diablo under this Agreement or any Collateral Document;
(vi) any liability or obligation from or relating to breach or violation of, or failure to perform, any of Diablo's obligations, covenants, agreements or undertakings set forth in this Agreement or any Collateral Document, including without limitation Article 5 of this Agreement;
(vii) any obligation or liability relating to any Excluded Asset;
(viii) any o...
Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and pay, discharge and perform the following (collectively, the "ASSUMED LIABILITIES"): (a) all obligations and liabilities of Seller under the Franchises and the Contracts related to the period after the Closing; (b) all obligations and liabilities of Seller to all customers and advertisers of the System for any advance payments or deposits for which Buyer shall have received a credit pursuant to the adjustments under Section 2.5; (c) all obligations and liabilities arising out of events occurring on or after the Closing Date related to the Assets or Buyer's conduct of the business or operations of the System; and (d) the obligations and liabilities listed on Schedule 2.6. All other obligations and liabilities of Seller shall remain and be the obligations and liabilities solely of Seller.
Assumption of Liabilities and Obligations. As of the Closing Date, Buyer shall assume and undertake to pay, discharge and perform all the obligations and liabilities of Seller relating to the Agency under the Assumed Contracts assumed by Buyer relating to the time period beginning on or arising out of events occurring on or after the Closing Date. All other obligations and liabilities of Seller, including (i) obligations or liabilities under any Contract not included in the Assumed Contracts, (ii) obligations or liabilities under any Assumed Contract for which a Consent, if required, has not been obtained as of the Closing, (iii) any obligations and liabilities arising under the Assumed Contracts that relate to the time period prior to the Closing Date or arise out of events occurring prior to the Closing Date, (iv) any forfeiture, claim or pending litigation or proceeding relating to the business or operations of the Agency prior to the Closing Date, and (v) any unpaid Taxes or Employee Benefit Plan obligations, shall remain and be the obligation and liability solely of Seller; provided, however, nothing herein shall be construed to imply that any such liability is owed by Seller. Other than as specified in the first sentence of this Section 2.6, Buyer, directly or indirectly, shall assume no liabilities or obligations of Seller and shall not be liable therefor. This Section 2.6 is not intended to and shall not benefit any person other than Seller and Buyer. Buyer and Seller shall use their reasonable efforts to arrange for, to the extent permitted by Applicable Laws, the transfer to or assumption by Buyer of the account balances in Seller’s Flexible Spending Account Plan for calendar year 2004 of those employees of Seller who are hired by Buyer. Nothing in this Section 2.6 shall create or be construed as creating any third party beneficiary right in any person.
Assumption of Liabilities and Obligations. (a) Pursuant to, and in compliance and accordance with, Section 6.9 of the Credit Agreement, Section 2C of each of the Warrants and applicable law, Successor Borrower hereby expressly assumes and agrees to perform as fully as if it were originally a party thereto (i) the due and punctual payment of the principal of, interest on and all other amounts due under the Notes and each other Financing Document, (ii) the due and punctual performance and observation of all of the agreements, covenants, conditions and other terms and provisions of the Credit Agreement and the other Financing Documents to be performed or observed by Original Borrower; and (iii) all of the other obligations and liabilities of Original Borrower under the Notes, the Credit Agreement and the other Financing Documents. It is expressly understood and acknowledged that nothing in this Agreement shall be deemed to cause or otherwise give rise to a novation of the Notes.
(b) Successor Borrower succeeds to and is substituted for Original Borrower, with the same effect as if Successor Borrower had originally been named in the Notes, the Credit Agreement and the other Financing Documents as Original Borrower.
(c) Pursuant to and in compliance with Section 2C of each of the Warrants, Successor Borrower hereby represents and warrants that (i) each of the Warrants shall continue in full force and effect following the Merger and is enforceable against Successor Borrower in accordance with its terms, (ii) the Series C Warrant shall be exercisable, following the Merger, for the same number of shares of Successor Borrower’s Series C 9% Non-Cumulative Perpetual Convertible Preferred Stock (“Successor Borrower’s Series C Preferred Stock”) as the number of Original Borrower’s Series C 9% Non-Cumulative Perpetual Convertible Preferred Stock (the “Original Series C Preferred Stock”) issuable upon the exercise of the Series C Warrant immediately prior to the Merger, (iii) the Series D Warrant shall be exercisable, following the Merger, for the same number of shares of Successor Borrower’s Series D 9% Non-Cumulative Perpetual Convertible Preferred Stock (“Successor Borrower’s Series D Preferred Stock”) as the number of Original Borrower’s Series D 9% Non-Cumulative Perpetual Convertible Preferred Stock (the “Original Series D Preferred Stock”) issuable upon the exercise of the Series D Warrant immediately prior to the Merger, and (iv) the terms and conditions of the Certificates of Designation for Successor Bo...
