Common use of Purchase Price Assumption of Liabilities Clause in Contracts

Purchase Price Assumption of Liabilities. (a) Subject to the adjustments set forth in Section 2.08, at the Closing Purchaser shall pay THIRTY-SEVEN MILLION DOLLARS ($37,000,000) (the "Base Price") in cash to Seller as follows: (i) an escrow deposit equal to THREE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($3,700,000) (the "Escrow Deposit") shall be deposited with the Escrow Agent (as hereinafter defined) upon the execution of this Agreement pursuant to an escrow agreement to be entered into by Purchaser, Seller and an escrow agent reasonably acceptable to Purchaser and Seller (the "Escrow Agent") in substantially the form attached hereto as Exhibit A (the "Escrow Agreement") which Escrow Agreement shall provide that the interest earned on the Escrow Deposit shall be paid periodically to Purchaser by the Escrow Agent unless or until a claim to the Escrow Deposit is made by Seller, and unless it is otherwise released prior to Closing pursuant to Section 8.02 hereof, the Escrow Deposit shall be transferred to Seller by wire transfer at the Closing and credited to the Purchase Price and (ii) (x) the balance of the Base Price, and (y) if applicable, the Interest Amount provided by Section 2.05 at the Closing as provided in Section 2.07(a) (the Base Price and the Interest Amount are referred to collectively herein as the "Purchase Price"). (b) At the Closing, Purchaser shall assume only the liabilities and obligations of Seller or, if applicable, WDRQ, Inc. pursuant to the Contracts to be performed after the Closing Date and as otherwise expressly set forth in this Agreement (the "Assumed Liabilities"). (c) Except as expressly provided in Section 2.02(b) and Article VI hereof, Purchaser shall not and does not assume any liability or obligation of Seller or Viacom, fixed or contingent, disclosed or undisclosed, including without limitation, lease or contractual obligations, employment contracts or commitments, obligations to employ any employee of Seller or Viacom or for pensions, severance or other employee benefit plans programs or practices, Tax liabilities, any other claims against Seller or Viacom of any kind or nature whatsoever involving facts, events or circumstances arising on or prior to the Closing, no matter when raised. Except as expressly provided in this Section 2.02(c), Purchaser shall not be required to defend any suit or claim arising out of any act, event or transaction occurring on or prior to the Closing Date or out of any condition existing on or prior to the Closing Date, in connection with the ownership or operation of the Station, including without limitation, any successor or transferee liability, not expressly assumed by Purchaser hereunder.

Purchase Price Assumption of Liabilities. (a) Subject to the adjustments set forth in Section 2.08, at the Closing Closing, Purchaser shall pay THIRTYTWENTY-SEVEN ONE MILLION DOLLARS ($37,000,00021,000,000) (the "Base Price") in cash to Seller as follows: (i) an escrow deposit equal to THREE ONE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($3,700,0001,050,000) (the "Escrow Deposit") shall be deposited with the Escrow Agent (as hereinafter defined) upon the execution of this Agreement pursuant to an escrow agreement to be entered into by Purchaser, Seller and an escrow agent reasonably acceptable to both Purchaser and Seller (the "Escrow Agent") in substantially the form attached hereto as Exhibit A (the "Escrow Agreement") which Escrow Agreement shall provide that the interest earned on the Escrow Deposit shall be paid periodically to Purchaser by the Escrow Agent unless or until a claim to the Escrow Deposit is made by Seller, and unless it is otherwise released prior to Closing pursuant to Section 8.02 hereof, the Escrow Deposit shall be transferred to Seller by wire transfer at the Closing and credited to the Purchase Price and (ii) (x) the balance of the Base Price, and (y) if applicable, the Interest Amount provided by Section 2.05 Price at the Closing as provided in Section 2.07(a) (the Base Price and Price, including the Interest Amount Escrow Deposit, are referred to collectively herein as the "Purchase Price"). (b) At the Closing, Purchaser shall assume only the liabilities and obligations of Seller or, if applicable, WDRQ, Inc. pursuant to the Contracts Contracts, which are to be performed after the Closing Date and as otherwise expressly set forth in this Agreement (the "Assumed Liabilities"). (c) Except as expressly provided in Section 2.02(b) and Article VI hereof, Purchaser shall not and does not assume any liability or obligation of Seller or ViacomSeller, fixed or contingent, disclosed or undisclosed, including without limitation, lease or contractual obligations, employment contracts obligations or commitments, obligations to employ any employee commitments of Seller or Viacom or for pensions, severance or other employee benefit plans programs or practices, Tax liabilities, any other claims against Seller or Viacom of any kind or nature whatsoever involving facts, events or circumstances arising on or prior to the Closing, no matter when raised. Except as expressly provided in this Section 2.02(c), Purchaser shall not be required to defend any suit or claim arising out of any act, event or transaction occurring on or prior to the Closing Date or out of any condition existing on or prior to the Closing Date, in connection with the ownership or operation of the Station, including without limitation, any successor or transferee liability, not expressly assumed by Purchaser hereunder.

Purchase Price Assumption of Liabilities. (a) Subject to the adjustments set forth terms and conditions of this Agreement, in Section 2.08reliance on Seller’s representations, at warranties and agreements contained herein, and in consideration of the Closing Purchaser shall pay THIRTY-SEVEN MILLION DOLLARS ($37,000,000) (sale, conveyance, assignment, transfer and delivery of the "Base Price") in cash Assets and the Business, Buyer will deliver or cause to Seller be delivered, payment by wire transfer to such bank account or bank accounts as follows: (i) an escrow deposit equal to THREE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($3,700,000) (the "Escrow Deposit") shall be deposited with the Escrow Agent (as hereinafter defined) upon the execution of this Agreement pursuant to an escrow agreement to be entered into by Purchaser, Seller and an escrow agent reasonably acceptable to Purchaser and Seller (the "Escrow Agent") in substantially the form attached hereto as Exhibit A (the "Escrow Agreement") which Escrow Agreement shall provide that the interest earned on the Escrow Deposit shall be paid periodically to Purchaser by the Escrow Agent unless or until a claim to the Escrow Deposit is made specified by Seller, and unless it is otherwise released prior to in immediately available funds, of $21,500,000 (the “Fixed Amount”), plus the Estimated Closing Inventory Amount, which amount shall be determined pursuant to Section 8.02 hereof1.7, less the aggregate amount owing to Transferred Employees as of the Closing Date with respect to accrued vacation and holiday pay (the “Vacation and Holiday Pay Amount”; the sum of the Fixed Amount and the Estimated Closing Inventory Amount, less the Vacation and Holiday Pay Amount, the Escrow Deposit “Estimated Closing Purchase Price”). The Estimated Closing Purchase Price shall be transferred adjusted pursuant to Seller by wire transfer Section 1.9 to arrive at the Final Closing and credited to Purchase Price. The sum of the Final Closing Purchase Price and (ii) (x) the balance Deferred Purchase Price, which latter amount shall be determined pursuant to Section 1.9(b), is referred to as the “Purchase Price”. The Purchase Price, together with the assumption of the Base PriceAssumed Liabilities, shall constitute full payment for the sale, conveyance, assignment, transfer and (ydelivery of the Assets and the Business. Schedule 1.3(a) if applicable, of the Interest Amount provided by Section 2.05 at the Closing as provided in Section 2.07(a) Disclosure Schedules being delivered to Buyer herewith (the Base “Disclosure Schedules”) sets forth a preliminary allocation of the Estimated Closing Purchase Price among the Assets in accordance with Section 1060 of the Code and the Interest Amount are referred to collectively herein as applicable Treasury Regulations (the "Purchase Price"“Preliminary Allocation”). (b) At the Closing, Purchaser shall Buyer will deliver to Seller an instrument of assumption substantially in the form of Exhibit E attached hereto (the “Instrument of Assumption”), whereby Buyer will undertake, assume only and agree to perform, pay and discharge when due, and hold the Seller and its directors, officers, employees, affiliates, controlling persons, agents and representatives and their successors and assigns (collectively, the “Seller Indemnitees”) harmless from and indemnify the Seller Indemnitees, in accordance with Article VII, against, any and all liabilities and obligations of Seller or(i) in respect of accrued vacation and holiday pay owing to Transferred Employees and included in the Vacation and Holiday Pay Amount, if applicable(ii) in respect of all product returns and warranty claims exclusively relating to products of the Business, WDRQ, Inc. pursuant (iii) listed on Schedule 1.3(b) of the Disclosure Schedules and (iv) in an amount less than $5,000 and that are exclusively related to the Contracts Business, whether or not or set forth on Schedule 1.3(b) of the Disclosure Schedules, provided that this clause (iv) shall only apply to be performed after the extent that (A) the aggregate amount of such liabilities and obligations does not exceed $250,000 and (B) such liability does not relate to services or products received prior to the Closing Date and as otherwise expressly set forth in this Agreement (collectively, the "“Assumed Liabilities"”). Any liability or obligation that is not an Assumed Liability is referred to herein as an “Excluded Liability”. (c) Except Buyer will deliver, or cause to be delivered, payment of the Deferred Purchase Price in five (5) equal installments on September 30, 2005, December 31, 2005, March 31, 2006, June 30, 2006 and September 30, 2006, by wire transfer of immediately available funds to such bank account or accounts as expressly provided in Section 2.02(b) and Article VI hereof, Purchaser shall not and be specified by Seller. If Buyer does not assume any liability or obligation of Seller or Viacom, fixed or contingent, disclosed or undisclosed, including without limitation, lease or contractual obligations, employment contracts or commitments, obligations to employ any employee of Seller or Viacom or for pensions, severance or other employee benefit plans programs or practices, Tax liabilities, any other claims against Seller or Viacom make timely payment of any kind or nature whatsoever involving facts, events or circumstances arising on or prior to installment of the Closing, no matter when raised. Except as expressly provided Deferred Purchase Price in this Section 2.02(c), Purchaser shall not be required to defend any suit or claim arising out of any act, event or transaction occurring on or prior to the Closing Date or out of any condition existing on or prior to the Closing Date, in connection accordance with the ownership foregoing sentence, Buyer shall pay interest on any overdue amounts at a rate of 12% per annum (or operation of the Stationhighest rate permitted by applicable law, including without limitationif such rate is lower than 12% at any time such interest becomes payable) until such time as any overdue amounts, and any successor or transferee liabilityinterest accrued thereon, not expressly assumed by Purchaser hereunderis paid in full.

Purchase Price Assumption of Liabilities. (a) Subject to the adjustments set forth terms and conditions of this Agreement, in Section 2.08reliance on Seller’s representations, at warranties and agreements contained herein, and in consideration of the Closing Purchaser sale, conveyance, assignment, transfer and delivery of the U.S. Assets and the Akrosil Europe Shares, Buyer will deliver or cause to be delivered U.S.$180,000,000, which amount, together with the assumption of the Assumed Liabilities (as defined below), shall pay THIRTY-SEVEN MILLION DOLLARS ($37,000,000) (constitute full payment for the "Base Price") in cash to Seller as follows: (i) an escrow deposit equal to THREE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($3,700,000) (sale, conveyance, assignment, transfer and delivery of the "Escrow Deposit") U.S. Assets and the Akrosil Europe Shares. Payment shall be deposited with the Escrow Agent (made by wire transfer to such bank account or bank accounts as hereinafter defined) upon the execution of this Agreement pursuant to an escrow agreement to be entered into by Purchaser, Seller and an escrow agent reasonably acceptable to Purchaser and Seller (the "Escrow Agent") in substantially the form attached hereto as Exhibit A (the "Escrow Agreement") which Escrow Agreement shall provide that the interest earned on the Escrow Deposit shall be paid periodically to Purchaser by the Escrow Agent unless or until a claim to the Escrow Deposit is made specified by Seller, in immediately available funds, of (A) U.S. $20,000,000 to be paid in Euros, representing payment for the Akrosil Europe Shares sold pursuant to the Share Purchase Agreement (the “Estimated Akrosil Europe Purchase Price”), and unless it is otherwise released prior to Closing adjusted pursuant to Section 8.02 hereof1.9 (as so adjusted, the Escrow Deposit “Final Akrosil Europe Purchase Price”) and (B) U.S. $160,000,000, representing payment for the U.S. Assets, which amount shall be transferred adjusted pursuant to Seller by wire transfer at Section 1.7 (as so adjusted, the Closing “Estimated Asset Purchase Price”), and credited further adjusted pursuant to Section 1.9 (as so further adjusted, the “Final Asset Purchase Price”). Schedule 1.3 of the Disclosure Schedules being delivered to Buyer herewith (the “Disclosure Schedules”) sets forth a preliminary allocation of the Estimated Asset Purchase Price and (ii) (x) among the balance U.S. Assets in accordance with Section 1060 of the Base Price, and Code (y) if applicable, the Interest Amount provided by Section 2.05 at the Closing as provided defined in Section 2.07(a1.5) and the applicable Treasury Regulations or applicable local law (the Base Price and “Preliminary Allocation”). Payment for the Interest Amount are referred to collectively herein as the "Purchase Price")Akrosil Europe Shares will be made in Euros. (b) At the Closing, Purchaser shall Buyer will deliver to Seller an instrument of assumption substantially in the form of Exhibit I hereto (the “Instrument of Assumption”), whereby Buyer will undertake, assume only the and agree to perform, pay and discharge when due, and hold Seller harmless from and indemnify Seller against, any and all debts, liabilities and obligations of Seller or(x) pertaining to the Business and reflected on or reserved against in the June 30, if applicable2004 balance sheet (which is part of the Financial Statements) or incurred in the ordinary course of business since June 30, WDRQ2004 (whether or not required by GAAP to be reflected on a balance sheet), Inc. (y) set forth on the Final Statement or (z) otherwise expressly assumed under this Agreement or under the Share Purchase Agreement (collectively, the “Assumed Liabilities”), except for any debts, liabilities and obligations (i) to the extent arising out of the Excluded Assets, (ii) that are retained by the Seller as set forth on Exhibit E or pursuant to Section 2.3 hereof (including as related to pension and retiree health and life benefits and any indemnification obligations relating to officers and directors of Seller), (iii) that are not related to the Contracts Business, (iv) that relate to be performed after pre-Closing workers compensation claims related to the Business (such that all claims are made within the time period provided at the end of Section 2.3(g)), (v) that relate to litigation claims related to the Business for pre-Closing Date and as otherwise expressly periods, including, without limitation, the litigation set forth on Schedule 3.12, (vi) that relate to the Tax-Exempt Bonds of the Business, except as provided in this Agreement the Tax-Exempt Bond Agreement, or (vii) for Taxes pertaining to the "Assumed Liabilities"). Business incurred with respect to the Pre-Closing Tax Period (cas defined in Section 5.7) Except (except as expressly provided in Section 2.02(b5.7(e) and Article VI hereofor Section 1.10) (collectively, Purchaser shall not and does not assume any liability or obligation of Seller or Viacom, fixed or contingent, disclosed or undisclosed, including without limitation, lease or contractual obligations, employment contracts or commitments, obligations to employ any employee of Seller or Viacom or for pensions, severance or other employee benefit plans programs or practices, Tax liabilities, any other claims against Seller or Viacom of any kind or nature whatsoever involving facts, events or circumstances arising on or prior to the Closing, no matter when raised. Except as expressly provided in this Section 2.02(c“Excluded Liabilities”), Purchaser shall not be required to defend any suit or claim arising out of any act, event or transaction occurring on or prior to the Closing Date or out of any condition existing on or prior to the Closing Date, in connection with the ownership or operation of the Station, including without limitation, any successor or transferee liability, not expressly assumed by Purchaser hereunder.