Common use of Assumption and Exclusion of Liabilities Clause in Contracts

Assumption and Exclusion of Liabilities. (a) On the terms and subject to the conditions of this Agreement, from and after the Closing Date, Purchaser shall assume and shall pay, perform and discharge when due only the following specified liabilities and obligations, and no others (collectively, the "ASSUMED LIABILITIES"): (i) Liabilities arising from actions taken after the Closing relating to the Assumed Contracts; and (ii) Liabilities arising out of Purchaser's ownership after the Closing Date of the Assets, to the extent such obligations were incurred after the Closing. (b) Subject to Section 6.03, Purchaser shall not assume any Liabilities of Seller in respect of any Taxes arising from the use, ownership or operation of the Station or the Assets up to, and including, the Closing Date or resulting from the transactions contemplated by this Agreement (collectively, "EXCLUDED TAX LIABILITIES"). (c) Except as specifically set forth in Section 2.03(a), Purchaser shall not assume or be responsible for any Liabilities of Seller (such excluded liabilities, being referred to herein collectively as the "EXCLUDED LIABILITIES").

Appears in 2 contracts

Sources: Asset Purchase Agreement (Spanish Broadcasting System Finance Corp), Asset Purchase Agreement (Spanish Broadcasting System Finance Corp)