Common use of Assignment and Assumption of Liabilities Clause in Contracts

Assignment and Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, U.S. Purchaser shall only assume from the Sellers and thereafter be responsible for the payment, performance or discharge of the following liabilities and obligations of Sellers or any of their respective predecessors in interest (all such liabilities and obligations assumed by U.S. Purchaser pursuant to this Section 2.3(a) shall be referred to herein as the “Assumed Obligations”): (i) all obligations of Chesapeake Printing and Packaging Company related to the Facility in Lexington, North Carolina and Chesapeake Pharmaceutical Packaging Company Inc. related to the Facilities in Hicksville, New York and Raleigh, North Carolina, in each case, reflected under the account titles set forth on Schedule 2.3(a)(i) (the “Accrued OCB Expenses”), which such account titles are under the headings “accounts payable” and “accrued expenses” on the face of the balance sheet dated as of September 28, 2008 included in the Latest 10-Q and all accounts payable, accrued expenses and other obligations of Chesapeake Printing and Packaging Company related to the Facility in Lexington, North Carolina and Chesapeake Pharmaceutical Packaging Company Inc. related to the Facilities in Hicksville, New York and Raleigh, North Carolina, in each case, incurred after the date of the Latest 10-Q in the Ordinary Course of Business which would have been included in the Accrued OCB Expenses had such obligations occurred prior to September 28, 2008, applying an accounting methodology consistent with the methodology used in the Latest 10-Q, in each case, to the extent such obligations are outstanding as of Closing; (ii) all executory obligations of Sellers under the Assumed Executory Contracts; (iii) all obligations of Sellers under the Retention Agreements; (iv) all General Severance Obligations of the Company; (v) the sponsorship of the Assumed Employee Benefit Plans, but for the avoidance of doubt, excluding any Liabilities related to such Employee Benefit Plans arising from the breach of any representation or warranty or covenant hereunder; (vi) all intercompany obligations of any Seller to any of the Foreign Subsidiaries; and (vii) all obligations of Sellers under the Credit Facility as restructured as of Closing to constitute the Debt Financing. (b) Section 2.3(a) shall not limit any claims or defenses Purchasers may have against any party other than Sellers. The transactions contemplated by this Agreement shall in no way expand the rights or remedies of any Third Party against Purchasers or Sellers as compared to the rights and remedies which such Third Party would have had against Sellers absent the Chapter 11 Cases had Purchasers not assumed such Assumed Obligations.

Assignment and Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, U.S. Purchaser shall only assume from the Sellers and thereafter be responsible for the paymentpay, performance perform or discharge of in accordance with their terms, and shall indemnify and hold Sellers harmless from, the following liabilities and obligations of Sellers or any of their respective predecessors in interest (all such liabilities and obligations assumed by U.S. Purchaser pursuant to this Section 2.3(a) shall be referred to herein as called the “"Assumed Obligations”): "): (i) all obligations of Chesapeake Printing and Packaging Company related to the Facility in Lexington, North Carolina and Chesapeake Pharmaceutical Packaging Company Inc. related to the Facilities in Hicksville, New York and Raleigh, North Carolina, in each case, reflected under the account titles Assumed Facility Leases first arising after the Closing; (ii) obligations under the Assumed Equipment Leases first arising after the Closing; (iii) obligations under the Assumed Contracts first arising after the Closing, (iv) any cure obligations (up to but in no case exceeding $4,500,000 in the aggregate) set forth on Schedule 2.3(a)(i) (the “Accrued OCB Expenses”), which such account titles are under the headings “accounts payable” and “accrued expenses” on the face of the balance sheet dated as of September 28, 2008 included in the Latest 10-Q and all accounts payable, accrued expenses and other obligations of Chesapeake Printing and Packaging Company related 4.17 with respect to the Facility in Lexington, North Carolina and Chesapeake Pharmaceutical Packaging Company Inc. related to the Facilities in Hicksville, New York and Raleigh, North Carolina, in each case, incurred after the date of the Latest 10-Q in the Ordinary Course of Business which would have been included in the Accrued OCB Expenses had such obligations occurred prior to September 28, 2008, applying an accounting methodology consistent with the methodology used in the Latest 10-Q, in each case, to the extent such obligations are outstanding as of Closing; (ii) all executory obligations of Sellers under the Assumed Executory Contracts; ; (iiiv) obligations with respect to any unused vacation or sick leave earned and accrued (to the extent not paid) by all obligations Persons employed by any of Sellers as of the Closing Date; (vi) any obligation with respect to wages and salary and commissions earned and accrued (to the extent not paid) by all Persons employed by any of Sellers as of the Closing Date; (vii) obligations under the Retention Agreements; Plan; (ivviii) obligations with respect to payroll taxes; (ix) obligations with respect to capitalized leases; (x) obligations with respect to customer deposits; (xi) obligations with respect to deferred franchising fees; (xii) obligations with respect to health insurance claims incurred but not reported (to the extent not paid) by all General Severance Obligations Persons employed by any of Sellers as of the Company; Closing Date; (vxiii) obligations with respect to any underfunding in connection with the sponsorship advertising fund contemplated under Sellers' franchise agreements in an amount not to exceed $500,000 in the aggregate; (xiv) obligations with respect to the funding of all of Sellers' July 2002 rent obligations due on account of non-residential real property leases and equipment leases; and (xv) obligations, in an amount not to exceed $1,100,000 in the Assumed Employee Benefit Plansaggregate, with respect to payables coming due in the ordinary course of business in July 2002 which were not paid by Sellers by borrowing under the Senior Facility, including, but for the avoidance of doubtnot limited to, excluding any Liabilities related to such Employee Benefit Plans arising from the breach of any representation or warranty or covenant hereunder; (vi) all intercompany obligations of any Seller to any of the Foreign Subsidiaries; and (vii) all obligations of Sellers under the Credit Facility as restructured as of Closing to constitute the Debt Financingthose set forth on Schedule 2.2. (b) Section 2.3(a) shall not limit any claims or defenses Purchasers may have against any party other than Sellers. The transactions contemplated by this Agreement shall in no way expand the rights or remedies of any Third Party against Purchasers Purchaser or Sellers as compared to the rights and remedies which such Third Party would have had against Sellers absent the Chapter 11 Cases Cases, had Purchasers Purchaser not assumed such Assumed Obligations.

Assignment and Assumption of Liabilities. (a) Subject to Effective as of the terms Conversion Date, Service Provider hereby assigns and conditions set forth in this AgreementSHO hereby assumes, U.S. Purchaser shall only assume from the Sellers and thereafter be responsible for the payment, performance or discharge all of the following liabilities obligations and obligations agreements with respect to the Service Employees, whether arising before or after the Conversion Date, except as expressly otherwise provided in Section 4.5 (for purposes of Sellers or any of their respective predecessors in interest (all such liabilities and obligations assumed by U.S. Purchaser pursuant to this Section 2.3(a) shall be referred to herein as the Agreement “Assumed ObligationsLiabilities”): (ia) the existing collective bargaining agreements; (b) all of the following obligations of Chesapeake Printing and Packaging Company related Service Provider with respect to the Facility in Lexington, North Carolina and Chesapeake Pharmaceutical Packaging Company Inc. related to the Facilities in Hicksville, New York and Raleigh, North Carolina, in each case, reflected under the account titles set forth on Schedule 2.3(a)(i) Service Employees (the “Accrued OCB Expenses”), which such account titles are under the headings “accounts payable” and “accrued expenses” on the face of the balance sheet dated as of September 28, 2008 included in the Latest 10-Q and all accounts payable, accrued expenses and other obligations of Chesapeake Printing and Packaging Company related to the Facility in Lexington, North Carolina and Chesapeake Pharmaceutical Packaging Company Inc. related to the Facilities in Hicksville, New York and Raleigh, North Carolina, in each case, incurred after the date of the Latest 10-Q in the Ordinary Course of Business which would have been included in the Accrued OCB Expenses had such obligations occurred prior to September 28, 2008, applying an accounting methodology consistent with the methodology used in the Latest 10-Q, in each case, except to the extent such obligation arises from SRC’s breach of its obligations are outstanding as under this Agreement): (i) accrued but unpaid salaries, wages, overtime, bonuses/incentives, including without limitation the Service Employee AIP and Service Employee LTIP and the related payroll taxes; (ii) liabilities for accrued but unpaid vacation, illness and other approved leaves; and (iii) liabilities for insurance and pension contributions to multi-employer plans pursuant to the terms of Closingany applicable collective bargaining agreement, and (iv) the COBRA liabilities described in Section 4.5(b); (iic) all executory obligations liabilities arising out of Sellers or relating to all SHO Employment Agreements, except to the extent such liabilities arise from SRC’s breach of its responsibilities under the Assumed Executory Contractsthis Agreement; (iiid) all obligations liabilities arising out of Sellers under the Retention Agreementsor relating to any SHLD Severance Plan, as described in subsection 3.4(e)(i); (ive) all General Severance Obligations outstanding liabilities arising out of the Companyor relating to any Service Employee Incentive Plan or Service Employee LTIP; (vf) all liabilities arising out of or relating to any Cash Retention Award or Other Cash Retention Award, except to the sponsorship of the Assumed Employee Benefit Plans, but for the avoidance of doubt, excluding any Liabilities related to extent such Employee Benefit Plans arising liabilities is arise from the SRC’s breach of any representation or warranty or covenant hereunderits responsibilities under this Agreement; (vig) all intercompany obligations other Liabilities with respect to the employment, service, termination of employment or termination of service of any Seller Service Employees, their respective Plan Payees, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of SHO or in any other employment, non-employment, or retainer arrangement, or relationship with any member of SHO), in each case to any the extent arising in connection with or as a result of employment with or the Foreign Subsidiaries; performance of services for the SHO Business from and after the Conversion Date, and (viih) all obligations of Sellers under other SHO Employee Liabilities. Pursuant to such assignment and assumption agreements, SHO shall be solely responsible for all the Credit Facility as restructured as of Closing to constitute the Debt Financing. (b) Section 2.3(a) Assumed Liabilities, and SRC shall not limit retain any claims or defenses Purchasers may have against any party other than Sellers. The transactions contemplated by this Agreement shall in no way expand the rights or remedies of any Third Party against Purchasers or Sellers as compared to the rights and remedies which such Third Party would have had against Sellers absent the Chapter 11 Cases had Purchasers not assumed such Assumed ObligationsLiabilities.

Assignment and Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, including Section 2.3 hereto, U.S. Purchaser shall only assume from the Sellers and thereafter be responsible for the payment, performance or discharge of only the following liabilities and obligations of Sellers or any of their respective predecessors in interest (all such liabilities and obligations assumed by U.S. Purchaser pursuant to this Section 2.3(a) shall be referred to herein as the “"Assumed Obligations”"): (i) all obligations of Chesapeake Printing and Packaging Company related to the Facility in Lexington, North Carolina and Chesapeake Pharmaceutical Packaging Company Inc. related to the Facilities in Hicksville, New York and Raleigh, North Carolina, in each case, reflected under the account titles extent set forth next to any Assumed Executory Contract on Schedule 2.3(a)(i) (the “Accrued OCB Expenses”), which any Cure Amount with respect to such account titles are under the headings “accounts payable” and “accrued expenses” on the face of the balance sheet dated as of September 28, 2008 included in the Latest 10-Q and all accounts payable, accrued expenses and other obligations of Chesapeake Printing and Packaging Company related to the Facility in Lexington, North Carolina and Chesapeake Pharmaceutical Packaging Company Inc. related to the Facilities in Hicksville, New York and Raleigh, North Carolina, in each case, incurred after the date of the Latest 10-Q in the Ordinary Course of Business which would have been included in the Accrued OCB Expenses had such obligations occurred prior to September 28, 2008, applying an accounting methodology consistent with the methodology used in the Latest 10-Q, in each case, to the extent such obligations are outstanding as of ClosingAssumed Executory Contract; (ii) all executory obligations of Sellers under the Assumed Executory ContractsContracts arising after the Closing Date; (iii) all obligations of Sellers and Liabilities arising under the Retention AgreementsAssumed Employee Benefit Plans after the Closing, and, to the extent reflected on the Closing Net Asset Value Statement, all obligations and Liabilities arising under the Assumed Employee Benefit Plans prior to the Closing; (iv) to the extent reflected on the Closing Net Asset Value Statement, all General Severance Obligations unpaid post-petition trade payables incurred in the Ordinary Course of Business and all other post-petition Liabilities incurred in the CompanyOrdinary Course of Business (including the fees and expenses of ordinary course professionals); (v) to the sponsorship extent reflected on the Closing Net Asset Value Statement, all obligations with respect to any unused vacation earned and accrued with respect to the Rehired Employees as of the Assumed Employee Benefit PlansClosing Date, but all obligations due to Sellers' employees as of the Closing with respect to wages, bonuses, commissions, payroll, salaries, employee benefits, retention or stay bonus arrangements, unused vacation, sick leave, other compensation, workers' compensation and severance (not including, for the avoidance of doubt, excluding any obligations and Liabilities related with respect to such Employee Benefit Plans arising from the breach of any representation or warranty or covenant hereunderPension Plans); (vi) to the extent reflected on the Closing Net Asset Value Statement, all intercompany obligations warranty Claims of any Seller Sellers' customers with respect to any sales of products or services prior to the Foreign SubsidiariesClosing Date; and (vii) to the extent reflected on the Closing Net Asset Value Statement, all obligations of Sellers under unpaid real property Taxes with respect to the Credit Facility as restructured as of Closing to constitute the Debt FinancingAcquired Owned Real Property in an amount that does not exceed $2,500,000. (b) Section 2.3(a) shall not limit any claims Claims or defenses Purchasers may have against any party other than Sellers. The transactions contemplated by this Agreement shall in no way expand the rights or remedies of any Third Party against Purchasers or Sellers as compared to the rights and remedies which such Third Party would have had against Sellers absent the Chapter 11 Cases had Purchasers not assumed such Assumed Obligations.

Assignment and Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, U.S. Purchaser shall only assume from the Sellers and thereafter be responsible for the payment, performance or discharge of the following liabilities and obligations of Sellers or any of their respective predecessors in interest (all such liabilities and obligations assumed by U.S. Purchaser pursuant to this Section 2.3(a) shall be referred to herein as called the “Assumed Obligations”): (i) all obligations under the Assumed Executory Contracts first arising on the Closing Date (but excluding liabilities for breaches of Chesapeake Printing and Packaging Company related any such contracts or commitments occurring prior to the Facility in Lexington, North Carolina and Chesapeake Pharmaceutical Packaging Company Inc. related to the Facilities in Hicksville, New York and Raleigh, North Carolina, in each case, reflected under the account titles set forth on Schedule 2.3(a)(i) (the “Accrued OCB Expenses”Closing Date), which such account titles are under the headings “accounts payable” and “accrued expenses” on the face of the balance sheet dated as of September 28, 2008 included in the Latest 10-Q and all accounts payable, accrued expenses and other obligations of Chesapeake Printing and Packaging Company related to the Facility in Lexington, North Carolina and Chesapeake Pharmaceutical Packaging Company Inc. related to the Facilities in Hicksville, New York and Raleigh, North Carolina, in each case, incurred after the date of the Latest 10-Q in the Ordinary Course of Business which would have been included in the Accrued OCB Expenses had such obligations occurred prior to September 28, 2008, applying an accounting methodology consistent with the methodology used in the Latest 10-Q, in each case, to the extent such obligations are outstanding as of Closing; (ii) all executory obligations up to an aggregate amount of Sellers under $3,000,000 of the Assumed Executory Contractspost-petition trade accounts payables, expressly set forth on Schedule 2.2(a) attached hereto; (iii) all any obligations of Sellers associated with the Assumed Plans; provided that claims incurred but not reported under the Retention Agreementsany self-insured medical plan that is an Assumed Plan shall not exceed $800,000; (iv) all General Severance Obligations up to an aggregate amount of $2,700,000 of obligations with respect to any unpaid base wages (including overtime), base salary and commissions (including associated employee withholding and employer Taxes) for any Rehired Employee attributable to services provided to Sellers during the most recent payroll schedule as of the Company; Closing Date, deferred compensation under the deferred compensation plans listed on Schedule 2.2(a)(iv) attributable to any Person (vother than Xxxxx Xxxxxxxx) who is a current or former employee of the Sellers, unused vacation, and unused sick leave attributable to any Rehired Employee, in each case earned and accrued in the ordinary course of business and set forth on Schedule 2.2(a)(iv); provided, however, that (i) the sponsorship $2,700,000 set forth in this Section 2.2(a)(iv) shall first be used to pay such base salary and commissions (including associated employee withholding and employer Taxes) incurred or accrued, unused vacation, and unused sick leave attributable to any Rehired Employee and after such obligations are paid, the residual amount of the Assumed Employee Benefit Planssuch $2,700,000, but if any, shall be used to provide deferred compensation (which value, for the avoidance of doubt, excluding shall be the net present value of those deferred compensation liabilities as determined in accordance with GAAP) to any Liabilities related Person who is a current or former employee of the Sellers, (ii) instead of assuming the deferred compensation plans listed on Schedule 2.2(a)(iv) with respect to the deferred compensation obligation set forth above, Purchaser may, in its sole discretion, elect to establish a new deferred compensation plan as of or after the Closing, to provide substantially similar deferred compensation benefits (as determined by Purchaser) in aggregate amount not to exceed the amount determined in accordance with clause (i) above, to any applicable Person who is a current or former employee of the Sellers who is a participant under Sellers’ deferred compensation plan set forth in Schedule 2.2(a)(iv), and (iii) any such Employee Benefit Plans arising Person who is a current or former employee of the Sellers who is a participant in Sellers’ deferred compensation plan who does not sign a release acceptable to Purchaser relinquishing Sellers from all liabilities under Sellers’ deferred compensation plans shall not be eligible to participate in or receive benefits under Purchase’s new deferred compensation plan; (v) transfer, sales, conveyancing, recording and similar Taxes and charges, whether applicable to Sellers or Purchaser, relating to the breach sale of any representation or warranty or covenant hereunder;the Acquired Assets and the assumption of the Assumed Obligations, if any; and (vi) all intercompany to the extent set forth in Section 2.6, any cure obligations (pursuant to section 365 of any Seller the Bankruptcy Code) with respect to any of the Foreign Subsidiaries; and (vii) all obligations of Sellers under the Credit Facility as restructured as of Closing to constitute the Debt FinancingAssumed Executory Contract. (b) Notwithstanding anything in this Agreement to the contrary, Sellers hereby acknowledge and agree that Purchaser is not assuming from Sellers, or is in any way responsible for, the Unassumed Liabilities and that to the extent any items set forth in the categories above exceed the dollar limitations in such categories, Sellers shall pay such items. (c) Section 2.3(a2.2(a) shall not limit any claims or defenses Purchasers Purchaser may have against any party other than Sellers. The transactions contemplated by this Agreement shall in no way expand the rights or remedies of any Third Party against Purchasers Purchaser or Sellers as compared to the rights and remedies which such Third Party would have had against Sellers absent the Chapter 11 Cases had Purchasers Purchaser not assumed such Assumed Obligations.

Assignment and Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, U.S. Purchaser Buyer shall only assume from the Sellers Seller and thereafter be responsible for the payment, performance or discharge of the following liabilities and obligations of Sellers or any of their respective predecessors in interest Seller (all such liabilities and obligations assumed by U.S. Purchaser pursuant to this Section 2.3(a) shall be referred to herein as called the “"Assumed Obligations”Liabilities"): (i) all obligations of Chesapeake Printing and Packaging Company related to the Facility in Lexington, North Carolina and Chesapeake Pharmaceutical Packaging Company Inc. related to the Facilities in Hicksville, New York and Raleigh, North Carolina, in each case, reflected under the account titles set forth on Schedule 2.3(a)(i) (the “Accrued OCB Expenses”)Assumed Executory Contracts, which such account titles are under the headings “accounts payable” and “accrued expenses” on the face of the balance sheet dated as of September 28, 2008 included in the Latest 10-Q and all accounts payable, accrued expenses and other obligations of Chesapeake Printing and Packaging Company related to the Facility in Lexington, North Carolina and Chesapeake Pharmaceutical Packaging Company Inc. related to the Facilities in Hicksville, New York and Raleigh, North Carolina, in each case, incurred arising after the date of Closing; (ii) the Latest 10post-Q petition trade payables or other liabilities incurred in the Ordinary Course of Business which would have been included on or prior to February 7, 2003 as set forth on Schedule 2.2(a)(ii) (Post Petition Trade Payables) attached hereto, and such other post-petition trade payables and other liabilities incurred in the Accrued OCB Expenses had such obligations occurred prior Ordinary Course of Business after February 7, 2003 as reflected on the Closing Balance Sheet, but in all cases expressly excluding any liabilities related to September 28, 2008, applying an accounting methodology consistent professional fees in connection with the methodology used in the Latest 10-Q, in each case, to the extent such obligations are outstanding as of Closing; (ii) Chapter 11 Case and expressly including all executory obligations of Sellers under the Assumed Executory ContractsOutstanding Checks; (iii) all obligations of Sellers under the Retention Agreementsto provide services or merchandise in respect to Customer Deposits; (iv) all General Severance Obligations the Assumed Plans and, to the extent not paid or contributed to the Assumed Plans as of the CompanyClosing Date, any benefit payment or contribution obligations under the Assumed Plans arising before the Closing Date (the recording of which shall be reflected on the Closing Balance Sheet); (v) to the sponsorship extent reflected on the Closing Balance Sheet, any obligations with respect to any unused vacation, sick leave, bonuses or commissions earned and accrued (to the extent not paid) as of the Assumed Employee Benefit Plans, but for Closing Date with respect to the avoidance of doubt, excluding any Liabilities related to such Employee Benefit Plans arising from the breach of any representation or warranty or covenant hereunder;Transferred Employees (vi) all intercompany any severance obligations of any to the extent reflected on Schedule 2.8 attached hereto which have not been paid by Seller to any as of the Foreign Subsidiaries; andClosing (the "Severance Obligations"); (vii) all COBRA Obligations; (viii) to the extent reflected on the Closing Balance Sheet, any obligations with respect to Transferred Employees' wages and salary earned and accrued (to the extent not paid) as of the Closing Date; (ix) Purchase Orders and obligations of Sellers under Seller to purchase goods, in each case incurred in the Credit Facility as restructured as Ordinary Course of Business and existing on the Closing to constitute the Debt Financing. (b) Section 2.3(a) shall not limit any claims or defenses Purchasers may have against any party other than Sellers. The transactions contemplated by this Agreement shall in no way expand the rights or remedies of any Third Party against Purchasers or Sellers as compared to the rights and remedies which such Third Party would have had against Sellers absent the Chapter 11 Cases had Purchasers not assumed such Assumed Obligations.Date; and