Assumption of Liabilities and Obligations Sample Clauses

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 Meridian (collectively, the "Meridian Assumed Obligations"): (i) all of the obligations and liabilities of Meridian under the ATS Assumable Agreements, (ii) all obligations and liabilities of Meridian with respect to the ownership and operation of the Meridian Assets and the conduct of the Meridian Business, on and after the Closing Date, and (iii) all obligations and liabilities of Meridian arising from or relating to the acquisition, ownership or operation of the New Sites, whether arising prior to or after the Closing Date (the "New Site Assumed Obligations"), except for such obligations and liabilities (A) that arise from grossly negligent or willful misconduct of Meridian prior to the Closing Date or (B) the existence of which is in contravention of (I) representations or warranties made by Meridian pursuant to the provisions of Article 3, (II) covenants or agreements made by Meridian pursuant to the provisions of Section 5.6, or (III) provisions of this Agreement requiring the approval of ATS; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the Meridian obligation and liabilities referred to in Section 2.2(b) (the "Meridian Nonassumed Obligations"); provided further, however, that, notwithstanding the preceding proviso or Section 2.2(b), the term "Meridian Nonassumed Obligations" shall not include, and the term "Meridian Assumed Obligations" shall include, any liability arising out of the transfer or assignment to ATS of, or the use or enjoyment of the benefits by ATS under, any Contract, Governmental Authorization or Private Authorization the transfer or assignment of which (according to Section 2.2(a) of the Meridian Disclosure Schedule) requires or may require the consent of any Authority or other third party (collectively, the "Nonassignable Contracts"), if ATS has, on or prior to the Closing Date, notified Meridian in writing (an "Acceptance Notice") that ATS consents to the transfer or assignment of such Nonassignable Contract despite the failure or inability of ATS and Meridian to obtain the approval or consent of an Authority or a third party whose approval or consent is required pursuant to the terms of such Nonassignable Contract, or elects to receive the benefits of such Nonassumable Contract, in either of which events, if the appr...

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 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 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, Buyer shall pay, discharge, perform and assume (i) all of the obligations and liabilities of Seller under the assigned Licenses insofar as they related to the time period after the Closing Date, and arising out of events occurring after the Closing Date, (ii) all obligations and liabilities arising out of events occurring after the Closing Date related to Buyer's ownership of the Assets or its conduct of the business or operations of the Stations after the Closing Date, and (iii) all obligations and liabilities which become due and owing after the Closing Date for which Buyer receives a proration adjustment hereunder (the "Assumed Liabilities"). All other obligations and liabilities of Seller, including (i) any obligations under any contract or leases not specifically assumed under this Agreement, (ii) any claims or pending litigation or proceedings relating to the ownership of the Stations on or prior to the Closing Date and (iii) all environmental obligations as set forth in Section 6.5 hereof, shall be retained by Seller. The obligations of the parties under this Section 2.6 shall survive the Closing and the delivery of the deed.

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 pay, discharge and perform the following (the "ASSUMED LIABILITIES") (i) all the obligations and liabilities of Seller under the Franchises and the other Assumed Contracts insofar as they relate to the time period after the Effective Time, (ii) all obligations and liabilities of Seller to any customer of the Systems for any advance payments or deposits, if and to the extent that an adjustment was made to the Purchase Price with respect to such customer pursuant to Section 2.4(b) above, and (iii) all obligations and liabilities arising out of events occurring after the Effective Time related to Buyer's ownership of the Assets or its conduct of the business or operations of the Systems after the Effective Time. All obligations and liabilities of Seller other than the Assumed Liabilities, including (a) obligations with respect to the Excluded Assets, including under any Contract not included in the Assumed Contracts, (b) any obligations under the Assumed Contracts relating to the time period prior to the Effective Time, and (c) any claims or pending litigation or proceedings relating to the operation of the System prior to the Effective Time, shall remain and be the obligations and liabilities solely of Seller.

Assumption of Liabilities and Obligations. Subject to the terms and conditions herein set forth, the Subsidiary hereby assumes and agrees to perform, observe, satisfy and fulfill all of the duties, liabilities and obligations relating to and arising out of the Intellectual Property, whether direct or indirect, contingent or otherwise, now existing or hereafter arising, under, pursuant to or in connection with all contracts, agreements, arrangements, debts, covenants, accounts indemnities, claims, charges, taxes, suits, actions, damages, executions, judgments, assessments, government review and audits, or other liabilities or obligations of any nature whatsoever of or affecting the Intellectual Property in existence as of the date hereof or arising from or relating to actions or omissions of the Corporation relating to the Intellectual Property prior to the date hereof (collectively referred to as the "Liabilities").

Assumption of Liabilities and Obligations. As of the Closing Date, and subject to the provisions of this Agreement, Buyers expressly agree to assume and discharge, or perform, in a timely manner, the contracts, obligations and liabilities of Sellers specifically identified on Schedule 1.03 of the Disclosure Schedule (the "Assumed Liabilities"). Buyers expressly do not, and shall not, assume or be deemed to assume, under this Agreement or otherwise by reason of the transactions contemplated by this Agreement or otherwise, any liabilities or obligations of Sellers: (i) other than the Assumed Liabilities; or (ii) that relate in any way to plantain used in Products Manufactured by either Seller prior to the Closing Date.

Assumption of Liabilities and Obligations. The Assignee hereby ASSUMES and agrees to pay, perform and discharge when due any and all liabilities based upon, arising out of or in connection with, or related in any manner to, the Xxxxx Interests, subject to the terms and provisions of the Contribution Agreement.