Assumption of Liabilities and Obligations Sample Clauses
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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 DBC (collectively, the "DBC Assumed Obligations"): (i) all of the obligations and liabilities of DBC under the DBC Assumable Agreements, and (ii) all obligations and liabilities of DBC with respect to the ownership and operation of the DBC Assets and the conduct of the DBC Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the DBC Nonassumed Obligations.
(b) ATS shall not assume or become obligated to perform any debt, liability or obligation of DBC relating to any of the following matters (collectively, the "DBC Nonassumed Obligations"):
(i) the ownership or operation of the DBC Assets or the conduct of the DBC Business prior to the Closing Date, including without limitation Taxes, unfunded pension costs, any Employment Arrangement of DBC (including without limitation any obligation to any DBC Employee for severance benefits, 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 DBC Assumable Agreements relating to the period prior to the Closing;
(iii) any insurance policies of DBC;
(iv) those required to be disclosed in the DBC Disclosure Schedule which are not so disclosed or which, if disclosed, Section 2.2(b)(iv) of the DBC 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 DBC 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 DBC'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 asset of DBC not included in the DBC Assets.
(viii) any obligation or liability with respect to capitalized lease obligations or Indebtedness for Money Borrowed;
(ix) any Taxes, fees, expenses or other amounts required to be paid by DBC pursuant to the provisions of this Agreement o...
Assumption of Liabilities and Obligations. (a) As of the Closing Date, Buyer shall assume and undertake to pay, discharge and perform all the obligations and liabilities of Seller relating to each Station under the Licenses and 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, including those incurred prior to the Closing Date and performable in accordance with their terms 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 and (iv) any forfeiture, claim or pending litigation or proceeding relating to the business or operations of any Station prior to the Closing Date (other than those to be performed in accordance with their terms after the Closing Date), shall remain and be the obligation and liability solely of Seller. Other than as specified in the first sentence of this Section 2.5, Buyer, directly or indirectly, shall assume no liabilities or obligations of Seller and shall not be liable therefor.
(b) Schedule 2.5(b) contains a list of all of the Trade Deals in effect as of March 31, 1997 and correctly sets forth the balance, in dollar value, of either (i) Seller's obligations to the other party under such Trade Deals (denoted by a minus on Schedule 2.5(b)) or (ii) the amount due Seller under such Trade Deals (reflected as a positive on Schedule 2.5(b)). On the Closing Date, Buyer shall assume Seller's obligations under (i) the Trade Deals listed on Schedule 2.5(b) to the extent that the goods or services to be provided by the advertisers pursuant to such Trade Deals are solely used or useful in connection with the business or operations of any Station and (ii) all Trade Deals entered into by Seller between the date hereof and the Closing Date. The Trade Deals assumed by Buyer pursuant to the terms of this Section 2.5(b) shall be considered Assumed Contracts.
Assumption of Liabilities and Obligations. As of the Closing ----------------------------------------- Date, Buyer shall assume and pay, discharge and perform the following: (collectively, the "Assumed Liabilities"): (i) all the obligations and liabilities of Seller arising on or after the Closing Date under the Governmental Permits and the Contracts; (ii) all obligations and liabilities of Seller arising on or after the Closing Date to all customers and advertisers of the System for any advance payments or deposits to the extent Buyer received a credit therefor pursuant to Section 2.5.4; (iii) 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 System; and (iv) 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 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. (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities of BEA (collectively, the "BEA Assumed Obligations"): (i) all of the obligations and liabilities of BEA under the BEA Assumable Agreements, and (ii) all obligations and liabilities of BEA with respect to the ownership and operation of the BEA Assets and the conduct of the BEA Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the BEA Nonassumed Obligations.
(b) ATS shall not assume or become obligated to perform any debt, liability or obligation of BEA relating to any of the following matters (collectively, the "BEA Nonassumed Obligations"):
(i) the ownership or operation of the BEA Assets or the conduct of the BEA Business prior to the Closing Date, including without limitation Taxes, unfunded pension costs, any Employment Arrangement of BEA (including without limitation any obligation to any BEA Employee for severance benefits, 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 BEA Assumable Agreements relating to the period prior to the Closing;
(iii) any insurance policies of BEA;
(iv) those required to be disclosed in the BEA Disclosure Schedule which are not so disclosed or which, if disclosed, Section 2.2(b)(iv) of the BEA 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 BEA 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 BEA'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 asset of BEA not included in the BEA Assets.
(viii) any obligation or liability with respect to capitalized lease obligations or Indebtedness for Money Borrowed;
(ix) any Taxes, fees, expenses or other amounts required to be paid by BEA pursuant to the provisions of this Agreement o...
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 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. Except to the extent otherwise provided for in the Time Brokerage Agreement, Buyer shall pay, discharge and perform as of the
(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 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").