Common use of Assumed Obligations Clause in Contracts

Assumed Obligations. At the Closing, Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At On the ClosingClosing Date, Buyer shall will deliver to Seller the Xxxx of Sale pursuant to which Buyer will specifically assume, and shall agree to satisfy and discharge as of the same shall become dueEffective Time, the Seller’s following liabilities and obligations and liabilities first arising subsequent to the Closing of Seller (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except ): (a) any trade accounts payable or other accrued and unpaid current expenses in respect of goods and services incurred principally by or for the Assumed ObligationsBusiness in the ordinary course of business, Buyer shall not assume or be responsible at any time to the extent included in the FERC Accounts used for any liability, obligation, Indebtedness or commitment calculation of the SellerAdjustment Amount in accordance with Appendix A; (b) all liabilities and obligations of Seller with respect to over-recovered purchased gas cost adjustment charges (subject to Section 9.2(a)(iv)), and all customer deposits, customer advances for construction, deferred credits, regulatory liabilities and other similar items, in each case principally related to the Owner Business, to the extent included in the FERC Accounts used for calculation of the Adjustment Amount in accordance with Appendix A; (c) all obligations of Seller under any Regulatory Order applicable to the Business or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitmentsPurchased Assets, other than (i) payment obligations of Seller arising in respect of periods prior to the Assumed ObligationsEffective Time, collectivelyexcept to the extent included in the FERC Accounts used for calculation of the Adjustment Amount in accordance with Appendix A; and (ii) obligations imposed on Seller (rather than on Buyer as Seller’s successor with respect to the Business) under any Regulatory Order issued specifically with respect to the transactions contemplated by this Agreement; (d) all liabilities and obligations of Seller arising in respect of the period on or after the Effective Time under the Business Agreements, the “Excluded Liabilities”)Transferable Permits and any other agreements or contractual rights, including but not limited in each case to any liabilities, obligations, debts the extent assigned to Buyer pursuant to the terms of this Agreement; (e) all liabilities and obligations associated with the Purchased Assets or commitments the Business in respect of Taxes to the extent Buyer is expressly liable therefor pursuant to Section 3.4 or Section 7.8; (f) all liabilities and obligations for which Buyer is expressly responsible pursuant to Section 7.10; (g) all liabilities accruing or arising from and after the Effective Time out of or relating to the conduct or operation of the Seller, Business from and after the Owner Effective Time or the Owner Member incident toownership or use of the Purchased Assets from and after the Effective Time; and (h) all liabilities accruing, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets conduct or operation of the Business or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred ownership or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer use of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations Effective Time to the extent that Buyer is entitled to recover the same through the rates of the Seller with respect to operating Business after the Excluded Assets, Effective Time (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable“Recoverable Liabilities”), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At a. In addition to the Closingpayment of the Purchase Price, subject to the following sentence, Buyer shall assumeshall, as part of the Closing and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate extent the benefits associated with such liabilities, obligations, contracts, agreements and purchase orders are Business Assets, assume the specific liabilities, obligations, contracts, agreements and purchase orders related to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts Business as are set forth on Schedule 2.2.2 3.2 (collectively, the “Assumed Obligations”). Except for Buyer shall assume the Assumed Obligations, Buyer shall not assume Obligations only to the extent arising or be responsible at any time for any liability, obligation, Indebtedness or commitment of accruing from and after the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicableClosing Date, and Buyer shall not assume have no duty or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations obligation whatsoever with respect to all periods prior to and including any duties or obligations of Seller arising or accruing before the Closing Date (including any Taxes that are all of which shall be the sole responsibility and liability of the Seller pursuant to Section 5.4Seller), (B) . Notwithstanding any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by other provisions in this Agreement (including but not limited to any transferthe contrary, documentary, sales, use, and other Taxes assessed upon Seller shall have no duty or obligation whatsoever with respect to any duties or obligations of Buyer or the transfer Business arising or accruing under any Assumed Obligations after the Closing Date (all of which shall be the Purchased Assets sole responsibility and liability of Buyer). b. Subject to Buyerthe terms and conditions of this Agreement and to Seller’s obtaining any consents necessary for any assignments, in accordance with the terms of this Agreement, Buyer and any recording or filing fees with respect thereto) Seller shall execute and deliver on the Closing Date an Assignment and Assumption Agreement in the form of Exhibit ”C” attached hereto and incorporated herein by this reference, (collectively, the “Seller TaxesAssignment and Assumption Agreement”), (ii) any liability of pursuant to which Buyer shall assume the Assumed Obligations and Seller and/or shall assign the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state Assumed Obligations. On or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, Seller shall use commercially reasonable efforts to obtain the necessary consents or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or approvals required in connection with an Employee PlanSeller’s assignment of the Assumed Obligations, or (vii) provided that Buyer hereby agrees, to the extent necessary, to cooperate with Seller for such purpose. In the event any other liabilities arising such consents are not obtained prior to the Closing Date (includingDate, without limitationSeller shall continue to use commercially reasonable efforts to obtain the relevant consents until such consents are obtained, or until Buyer and Seller reasonably agree that any such consent will not be obtainable, and Seller will cooperate with Buyer in any lawful and economically feasible arrangement to provide that Buyer shall receive the interest of Seller Note Payable)in the benefits associated with such Assumed Obligations, regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and dischargeincluding performance by Seller, if economically feasible, as agent; provided that Buyer shall undertake to pay or satisfy the same shall become due, all Excluded Liabilities. Buyer’s assumption corresponding liabilities for the enjoyment of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared such benefit to the rights and remedies which such parties extent Buyer would have been responsible therefor hereunder if such consents had against the Seller or the Owner had this Agreement not been consummatedobtained.

Assumed Obligations. At As additional consideration for the ClosingAcquired Assets, Buyer shall assume, and shall agree to satisfy and discharge as assume the same shall become due, the Seller’s following obligations and liabilities first of Seller (the "Assumed Obligations"): (i) obligations and liabilities of Seller (if any) arising subsequent before (except to the extent such obligations are imposed on Seller under the Existing Lease) or after the Closing (excluding any obligations or liabilities that relate Date under Real Property Interests and Contracts assigned to Buyer pursuant to the period preceding provisions hereof or under Line Agreements, as provided in Section 2.08(b); (ii) except for any income tax liability Seller may incur from Seller selling the ClosingAcquired Assets to Buyer, includingall obligations, without limitation, obligations or commitments and liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectivelyPublic Parties, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Memberwhatever nature, whether known or unknown, asserted or unasserted, fixed, absolute or contingent, matured or unmatured, accrued or unaccrued, asserted liquidated or unassertedunliquidated or due or to become due, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than which relate to the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments condition of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement Real Property and the transactions contemplated hereby other Acquired Assets arising before or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to after the Closing Date, or insurance related matterswhich relate exclusively to the ownership, (v) any liabilities and obligations condition or operation of the Seller with respect to Acquired Assets arising before or after the Excluded AssetsClosing Date, (vi) any liabilities including those arising under statutes, rules, regulations and effective or in connection with an Employee Plan, pending orders of Governmental Authorities; (iii) all Environmental Liabilities of the Public Parties arising before or (vii) any other liabilities arising prior to after the Closing Date which arise out of or are related in any way to the condition, ownership or use of the Real Property or the Line Agreements or any other Acquired Assets, including without limitation (includingA) any environmental contamination or other condition, without limitationor the presence of Hazardous Substances, on the Seller Note Payable)Real Property or other Acquired Assets, regardless of whether such liabilities contamination or Hazardous Substances are disclosed located on or under the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights Real Property or remedies of third parties against Buyer as compared other Acquired Assets or have migrated or will migrate from or to the rights Real Property or other Acquired Assets, and remedies which (B) the handling, use, treatment, removal, storage, decontamination, cleanup, transport (except for transportation as a common carrier) or disposal of, or exposure to, Hazardous Substances, whether such parties would have had against the conditions and/or Environmental Liabilities are known or unknown, suspected or unsuspected, contemplated or uncontemplated, and whether or not such conditions were caused by Seller or the Owner had this Agreement not been consummatedpredecessors or Affiliates of Seller.

Assumed Obligations. At Upon the Closingterms and subject to the conditions of this Agreement, at and after the Effective Time, Buyer shall assume, and shall agree to satisfy assume and discharge as and when due all of the same shall become due, the Seller’s following obligations and liabilities first arising subsequent to Liabilities of Seller and the Closing (Business, but excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 Retained Obligations (collectively, the “Assumed Obligations”)): (i) all obligations and Liabilities of Seller for performance or non-performance under the Assigned Contracts or to otherwise timely fulfill the contractual commitments related to, and operating expenses associated with, the Assigned Contracts, but excluding any obligations or Liabilities arising from a breach of or default under any Assigned Contract by Seller or any of its Affiliates at or prior to the Closing, all of which shall be Retained Obligations; (ii) all accounts payable, including all accounts payable owed to Buyer or any of its Affiliates by Seller, and other current liabilities of Seller relating to the Business as of the Closing Date, in each case solely to the extent reflected on the Final Closing Date Working Capital Statement; (iii) any obligations attributable to Buyer to the extent specified in Section 5.6; (iv) the obligations set forth in Section 10.4 with respect to Specified FRCA Claims; and (v) any Taxes that are prorated to Buyer pursuant to Section 13.3 and Buyer’s portion of any Transfer Taxes pursuant to Section 13.2. Except for the Assumed Obligationsas expressly set forth in this Section 2.2(a), and without limiting Sections 10.4, 13.2 and 13.3, Buyer shall not assume any Liabilities of Seller or be responsible at any time for any liability, obligation, Indebtedness or commitment of Parent Entity to the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising extent that they arise out of or incurred with respect torelate to the ownership, this Agreement and the transactions contemplated hereby use or the Other Acquisition (including any and all sales or use, income or other Taxes arising out operation of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Acquired Assets or the Assumed Obligations with respect to all periods Business on or prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permitClosing, or other legal requirement relating to healthany facts, safetycircumstances or conditions existing, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether initiated or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller occurring on or prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption by Buyer of the Assumed Obligations Obligations, and the assignment thereof by Seller, shall in no way expand the rights or remedies of any third parties party against Buyer or its Affiliates as compared to the rights and remedies which that such parties third party would have had against the Seller or the Owner any of its Affiliates had this Agreement Buyer not been consummatedassumed such Liabilities.

Assumed Obligations. At the Closing, Buyer shall assumePurchasers hereby agree to assume only, and shall agree to satisfy indemnify, defend and discharge as the same shall become due, the Seller’s hold harmless Sellers from and against: (a) those liabilities and obligations and liabilities first arising subsequent to the Closing specifically set forth in Schedule 3.5 hereto; (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing b) all warranty claims of third parties against Sellers with respect to any default of the Purchased Assets or breach relating to the Business, as set forth in Schedule 3.5; (c) all product liability claims of third parties against Sellers with respect to any of the Purchased Assets or relating to the Business existing as of the Closing, as set forth in Schedule 3.5; (d) all trade accounts payable as of the Closing Date relating to the Business, as set forth in Schedule 3.5; (e) all liabilities and obligations under Real Property Leases used in the conduct of the Business; (f) all liabilities and obligations under the Assigned Contracts (no matter when incurred); (g) all liabilities and obligations incurred in the operation of the Business or the ownership or use of the Purchased Assets on or after the Closing Date; (h) all liabilities and obligations to employees of the Sellers who become employees of or consultants to the Purchasers following the Closing relating to obligations for vacation or holiday pay (accrued prior to Closing) and any severance obligations under an existing written agreement with such employee, all as set forth in Schedule 3.5; and (i) all severance obligations to any employees of the Sellers who make a claim to the Sellers that they are entitled to receive severance pursuant to Seller’s current severance policy (a copy of which is attached as part of Schedule 3.5 for reference purposes) because they accepted an offer of employment made by the Seller prior Purchasers where the wages and benefits offered to such employees by the Purchasers are not substantially equivalent to the Closing) under such wages and benefits they received as employees of the Contracts as are set forth on Schedule 2.2.2 Sellers, provided that Purchaser Parent shall control the defense of and response to any such claim (collectively, the “Assumed Obligations”). Except for Those liabilities and obligations under the Assigned Contracts shall be assumed by Purchaser only upon effective assignment of such Assigned Contract. The Assumed Obligations, Buyer Obligations shall not assume include any obligations or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, liabilities arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out default of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods Sellers occurring prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable)Assigned Contract, regardless of whether when such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights liability or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedobligation is asserted.

Assumed Obligations. At the Closing, Buyer Purchaser shall assume, and shall agree to satisfy and discharge as the same shall become due, (i) all trade accounts payable and accrued expenses that have been incurred in the ordinary course of Seller’s 's business (excluding, for purposes of clarification and not limitation, any and all professional fees, costs and other expenses incurred by the Seller in connection with the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby after October 31, 2003, all of which shall be governed by Section 14.4 hereof), (ii) Seller's liabilities and other obligations and liabilities first arising subsequent to the Closing under all contracts entered into by Seller in the ordinary course of its business (excluding any including open purchase orders) after the date hereof, and (iii) the obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth listed on Schedule 2.2.2 2.1(c) hereto (collectively, collectively the “"Assumed Obligations”"). Except for the Assumed Obligationsas expressly set forth in this paragraph (c), Buyer Purchaser shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”)otherwise, including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member Seller incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or (except to the Other Acquisition (including any and all sales or use, income or other Taxes arising out extent contemplated by Section 14.5 hereof). Without limiting the generality of the transactions contemplated hereby or thereby). The Sellerforegoing, the Owner Seller expressly acknowledges and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member agrees that Seller shall retain, as applicable, and Buyer that Purchaser shall not assume or otherwise be obligated to pay, perform, defend or discharge, (ia) any liability of the Seller and/or the Owner for Taxes, including without limitationwhether measured by income or otherwise, (Ab) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any product liability pertaining to services provided products sold by the Seller prior to the Closing Date, or insurance related matters, (vc) any liabilities and obligations liability or obligation of the Seller with respect relating to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to default taking place before the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption under any of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which extent such parties would have had against default created or increased the liability or obligation, (d) any obligation of Seller to its shareholders, any Affiliate of Seller or its shareholders, or any Person claiming to have a right to acquire any capital stock or other securities of Seller, or (e) the Owner had this Distribution Agreement by and between KMS and Seller effective as of September 26, 2002, together with any and all liabilities or obligations (including professional fees) arising out of or relating thereto or to any prior or subsequent agreements between the parties. All obligations which are not been consummatedAssumed Obligations, including but not limited to the foregoing, are hereinafter referred to as the "Excluded Obligations."

Assumed Obligations. At On the ClosingClosing Date, Buyer shall Xxxxx will deliver to Seller the Bill of Sale pursuant to which Xxxxx will specifically assume, and shall agree to satisfy and discharge as of the same shall become dueEffective Time, the Seller’s following liabilities and obligations and liabilities first arising subsequent to the Closing of Seller (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except ): (a) any trade accounts payable or other accrued and unpaid current expenses in respect of goods and services incurred principally by or for the Assumed ObligationsBusiness in the ordinary course of business, Buyer shall not assume or be responsible at any time to the extent included in the FERC Accounts used for any liability, obligation, Indebtedness or commitment calculation of the SellerAdjustment Amount in accordance with Appendix A; (b) all liabilities and obligations of Seller with respect to over-recovered purchased gas cost adjustment charges (subject to Section 9.2(a)(iv)), and all customer deposits, customer advances for construction, deferred credits, regulatory liabilities and other similar items, in each case principally related to the Owner Business, to the extent included in the FERC Accounts used for calculation of the Adjustment Amount in accordance with Appendix A; (c) all obligations of Seller under any Regulatory Order applicable to the Business or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitmentsPurchased Assets, other than (i) payment obligations of Seller arising in respect of periods prior to the Assumed ObligationsEffective Time, collectivelyexcept to the extent included in the FERC Accounts used for calculation of the Adjustment Amount in accordance with Appendix A; and (ii) obligations imposed on Seller (rather than on Buyer as Seller’s successor with respect to the Business) under any Regulatory Order issued specifically with respect to the transactions contemplated by this Agreement; (d) all liabilities and obligations of Seller arising in respect of the period on or after the Effective Time under the Business Agreements, the “Excluded Liabilities”)Transferable Permits and any other agreements or contractual rights, including but not limited in each case to any liabilities, obligations, debts the extent assigned to Buyer pursuant to the terms of this Agreement; (e) all liabilities and obligations associated with the Purchased Assets or commitments the Business in respect of Taxes to the extent Buyer is expressly liable therefor pursuant to Section 3.4 or Section 7.8; (f) all liabilities and obligations for which Buyer is expressly responsible pursuant to Section 7.10; (g) all liabilities accruing or arising from and after the Effective Time out of or relating to the conduct or operation of the Seller, Business from and after the Owner Effective Time or the Owner Member incident toownership or use of the Purchased Assets from and after the Effective Time; and (h) all liabilities accruing, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets conduct or operation of the Business or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred ownership or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer use of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations Effective Time to the extent that Buyer is entitled to recover the same through the rates of the Seller with respect to operating Business after the Excluded Assets, Effective Time (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable“Recoverable Liabilities”), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At (a) On the ClosingClosing Date, the Buyer shall assume, deliver to the Sellers the Instruments of Assumption pursuant to which the Buyer shall assume and shall agree to satisfy discharge all of the liabilities and discharge as obligations of the same shall become dueSellers, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations direct or liabilities that indirect, known or unknown, absolute or contingent, which relate to the period preceding Purchased Assets, other than Excluded Liabilities, in accordance with the Closingrespective terms and subject to the respective conditions thereof, including, without limitation, obligations or the following liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, and obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, : (i) any liability all liabilities and obligations of the Seller and/or Sellers under (a) the Owner for TaxesSellers' Agreements, including without limitationthe real property leases, and the Transferable Permits associated with the Purchased Assets in accordance with the terms thereof, (Ab) any the contracts, leases and all liabilities for Taxes relating other agreements entered into by the Sellers with respect to the Purchased Assets or which would be required to be disclosed on Schedule 5.16(a) but for the Assumed Obligations exception provided in clause (iii) of Section 5.16(a) of this Agreement, in accordance with the terms thereof, and (c) the contracts, leases and other agreements entered into by the Sellers with respect to all periods prior the Purchased Assets after the date hereof consistent with the terms of this Agreement (including, without limitation, agreements with respect to and including the Closing Date (including liabilities for real or personal property Taxes on any Taxes that are the liability of the Purchased Assets or, to the extent such agreements do not allocate such Tax liability between the Purchased Assets and the Excluded Assets, all Tax liability under such agreements, subject to the covenants of Seller pursuant to Section 5.47.8(f) hereof, entered into by the Sellers and any local government); except in each case, to the extent such liabilities and obligations, but for a breach or default by the Sellers, would have been paid, performed or otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any such breach or default or out of any event which after the giving of notice would constitute a default; (Bii) all liabilities and obligations associated with the Purchased Assets in respect of Taxes for which the Buyer is liable pursuant to Section 3.5 or 7.8(a); (iii) any liabilities and obligations associated with the Purchased Assets for which the Buyer has indemnified the Sellers pursuant to Section 10.1; (iv) all liabilities and obligations with respect to the NEPGen Employees to be employed at the Purchased Assets after the Closing Date for Taxes of which the Seller and/or the Owner for any period, and Buyer is responsible pursuant to Section 7.10; (Cv) any and all Tax liabilities that are incurred liability, obligation or become payable responsibility under or related to former, current or future Environmental Laws or the common law, whether such liability or obligation or responsibility is known or unknown, contingent or accrued, arising as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iiia) any liability violation or alleged violation of the Seller and/or the Owner under any federalEnvironmental Law, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, with respect to the ownership or insurance related mattersoperation of the Purchased Assets; (b) loss of life, injury to persons or property or damage to natural resources (vwhether or not such loss, injury or damage arose or was made manifest before the Closing Date or arises or becomes manifest after the Closing Date), caused (or allegedly caused) by the presence or Release of Hazardous Substances at, on, in, under, adjacent to or migrating from the Purchased Assets prior to the Closing Date, including, but not limited to, Hazardous (a) shall require the Buyer to assume any obligation for payment of any fines or penalties imposed by a governmental agency to the extent such obligations arise out of or relate to acts or omissions of the Sellers that constitute criminal violations; (vi) any liability, obligation or responsibility under or related to former, current or future Environmental Laws or the common law, whether such liability or obligation or responsibility is known or unknown, contingent or accrued, arising as a result of or in connection with (a) any violation or alleged violation of Environmental Law, on or after the Closing Date, with respect to the ownership or operation of the Purchased Assets; (b) compliance with applicable Environmental Laws on or after the Closing Date with respect to the ownership or operation of the Purchased Assets; (c) loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by the presence or Release of Hazardous Substances at, on, in, under, adjacent to or migrating from the Purchased Assets on or after the Closing Date, including, but not limited to, Hazardous Substances contained in building materials at or adjacent to the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at the Purchased Assets; (d) loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by the off-site disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities, of Hazardous Substances, on or after the Closing Date, in connection with the ownership or operation of the Purchased Assets; (e) the investigation and/or remediation of Hazardous Substances that are present or have been released on or after the Closing Date at, on, in, under, adjacent to or migrating from the Purchased Assets, including, but not limited to, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells or in other environmental media at or adjacent to the Purchased Assets; and (f) the investigation and/or remediation of Hazardous Substances that are disposed, stored, transported, discharged, Released, recycled, or the arrangement of such activities, on or after the Closing Date, in connection with the ownership or operation of the Purchased Assets, at any off-site location; provided, that nothing set forth in this subsection shall require the Buyer to assume any liabilities that are expressly excluded in Section 2.4; (vii) all liabilities and obligations of the Seller Sellers, including, but not limited to air emissions commitments, associated with the Purchased Assets under the Settlement Agreements; (viii) all liabilities and obligations of the Sellers with respect to the Excluded Purchased Assets under the agreements or consent orders set forth on Schedule 5.11; (ix) all liabilities incurred by the Sellers with respect to Maintenance Expenditures and Capital Expenditures associated with the Purchased Assets but only to the extent such liabilities were not included in the Maintenance and Capital Expenditures Amount; and with respect to the Purchased Assets, (via) any liabilities arising under Tax that may be imposed by any state or in connection with an Employee Planlocal government on the ownership, sale, operation or use of the Purchased Assets on or after the Closing Date; except for any Income Taxes attributable to income (viiincluding proceeds representing the Purchase Price or proceeds of other asset sales) any other liabilities arising prior received by the Sellers and (b) real or personal property Taxes to the Closing Date extent assumed by the Buyer pursuant to Section 3.5. (including, without limitation, b) All of the Seller Note Payable), regardless foregoing liabilities and obligations to be assumed by the Buyer under Section 2.3(a) (excluding any Excluded Liabilities) are referred to herein as the "Assumed Obligations." It is understood and agreed that nothing in this Section 2.3 shall constitute a waiver or release of whether such liabilities are disclosed on any claims arising out of the Schedules to this Agreement. The Seller contractual relationships between the Sellers and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At On the ClosingEffective Date, Buyer shall will deliver to Seller the Xxxx of Sale (and such other documents as may be needed with respect to specific obligations) pursuant to which Buyer will specifically assume, and shall agree to satisfy and discharge as of the same shall become dueEffective Time, the following liabilities and obligations of Seller’s , in each case, to the extent related to the Business (the “Assumed Obligations”): (a) all accounts payable or other accrued and unpaid current expenses primarily arising out of or primarily relating to the operation or conduct of the Business outstanding as of or arising after the Effective Date, but only to the extent such payables and expenses are included in the calculation of Closing Working Capital; (b) all liabilities and obligations of Seller with respect to over-recovered purchased gas cost adjustment charges, and all customer deposits, customer advances for construction, deferred credits, regulatory liabilities and other similar items, in each case primarily related to the Business; (c) all obligations of Seller under any Regulatory Order applicable to the Business or the Purchased Assets; (d) all contractual obligations and commitments under any Purchased Business Agreement, the Transferable Permits and any other agreements or contractual rights assigned or transferred to, or assumed by, Buyer, whether arising before, on or after the Effective Date; (e) all Post-Closing Taxes; provided, however, Buyer is not assuming any liabilities first arising subsequent to the for any Pre-Closing Taxes; (excluding any f) all liabilities, obligations or liabilities commitments that relate to primarily to, or that arise primarily out of, any Purchased Asset, or that arise out of the period preceding ownership by Buyer or its subsidiaries of any Purchased Asset or associated with the Closingrealization of the benefits of any Purchased Asset, whether arising before, on or after the Effective Date; (g) all liabilities and obligations of Seller or any of its Affiliates, including, without limitation, obligations or liabilities arising or accruing those described on Schedule 7.19, with respect to guarantees by Seller or any default of its Affiliates (or breach by instruments serving a similar function) issued or created for the Seller prior to the Closing) under such account of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner MemberBusiness, whether absolute arising before, on or contingent, accrued or unaccrued, asserted or unasserted, or otherwise after the Effective Date; (such h) all liabilities, obligations, Indebtedness obligations and commitments, other than including financial assurance obligations, relating to the Assumed ObligationsBusiness or any Purchased Asset, collectivelyor attributable to the ownership of the Business or any Purchased Asset, arising under, based upon, or relating to, any Environmental Law, Environmental Permit, Environmental Claim or Release of Hazardous Materials, in each case, whether arising before, on or after the “Excluded Liabilities”)Effective Date, including but not limited without limitation, making any filings and taking all actions necessary after the Effective Date to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident toachieve full ISRA compliance; (i) all liabilities and obligations for which Buyer is expressly responsible pursuant to Section 7.10(c); and (j) all other liabilities accruing, arising out of or incurred with respect to, this Agreement and relating primarily to the transactions contemplated hereby conduct or operation of the Business or the Other Acquisition (including any and all sales ownership or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer use of the Purchased Assets to Buyerprior to, from and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of after the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedEffective Time.

Assumed Obligations. At On the Closing Date, Buyer will deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer will assume and agree to discharge all of the debts, liabilities, obligations, duties, and responsibilities of Seller of any kind and description, whether absolute or contingent, monetary or non-monetary, direct or indirect, known or unknown, or matured or unmatured, or of any other nature, to the extent incurred either prior to or after the Closing, Buyer shall assumeand principally related to the Purchased Assets or the Business, and shall agree to satisfy and discharge as the same shall become due, the Seller’s including those obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 in the Selected Balance Sheet Information, other than Excluded Liabilities (collectively, the “Assumed Obligations”). Except , in accordance with the respective terms and subject to the respective conditions thereof, including the following liabilities and obligations: (a) all liabilities and obligations of Seller under the Business Agreements, the Severance Compensation Agreements, the Transferable Permits, the Transferable Environmental Permits, the Preferential Purchase Rights assigned to Buyer pursuant to Section 8.9(c), the Allocated Rights and Obligations transferred to Buyer pursuant to Section 8.5(d), and any other agreements or contractual rights assigned to Buyer pursuant to the terms of this Agreement; (b) all liabilities and obligations of Seller with respect to customer deposits, customer advances for construction and other similar items related principally to the Business or the Purchased Assets; (c) all liabilities and obligations relating to unperformed service obligations, Easement relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, in each case related principally to the Business and outstanding on or arising after the Closing; (d) all liabilities and obligations associated with the Purchased Assets or the Business in respect of Taxes for which Buyer is liable pursuant to Section 8.7; (e) all liabilities and obligations for which Buyer is responsible pursuant to Section 8.8; 1- LA/903877.26 (f) all trade accounts payable and other accrued and unpaid current expenses in respect of goods and services incurred by or for the Business to the extent attributable to the period prior to the Closing (the “Accounts Payable”); (g) (i) all Environmental Claims, and (ii) all liabilities, obligations and demands arising under, in respect of, or relating to past, present, and future Environmental Laws, existing, arising, or asserted with respect to the Business or the Purchased Assets, whether before, on, or after the Closing Date (the “Assumed ObligationsEnvironmental Liabilities”). For avoidance of doubt, Buyer shall not assume the Assumed Environmental Liabilities include all liabilities and obligations (including liabilities and obligations based upon the presence, Release, or be responsible threatened Release of Hazardous Materials) of Seller directly or indirectly relating to, caused by, or arising in connection with the operation, ownership, use, or other control of or activity at or relating to any installation, facility, plant (including any manufactured gas plant), or site (including any manufactured gas plant site) that at the Closing is, or at any time for prior to the Closing was, (i) operated, owned, leased, or otherwise under the control of or attributed to any liability, obligation, Indebtedness or commitment of the Seller, the Owner Business, or any predecessor in interest of Seller or the Owner MemberBusiness, whether absolute and (ii) located in the Territories or contingentany areas previously served by the Business or any predecessor of the Business; provided, accrued or unaccruedhowever, asserted or unasserted, or otherwise (that the Assumed Environmental Liabilities do not include any such liabilities, obligations, Indebtedness and commitmentsEnvironmental Claims, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments demands in respect of real property that is both (A) owned or leased by Seller as of the Seller, the Owner or the Owner Member incident to, arising out date of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicableAgreement, and (B) not included in the Purchased Assets; and (h) all liabilities and obligations of Seller or Buyer shall not assume arising before, on or otherwise be obligated to pay, perform, defend or discharge, after the Closing Date (i) under any liability of Regulatory Orders applicable to the Seller and/or Business or the Owner for TaxesPurchased Assets, including without limitation, or (Aii) any and all liabilities for Taxes relating to imposed on Buyer or the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner Business in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedRequired Regulatory Approval.

Assumed Obligations. At On the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall assume, will assume and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, includingdischarge, without limitationrecourse to Seller, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such all of the Contracts following Liabilities of Seller arising on or after the Effective Time (except as are set forth on Schedule 2.2.2 provided in clause (collectively, e) below) (the “Assumed Obligations”). Except for ): (a) all Liabilities arising on or after the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise Effective Time (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the payable by Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the consummation of the transactions contemplated by this Agreement (including but not limited hereby) arising out of or related to any transfer, documentary, sales, usethe ownership or operation of the Acquired Assets, and other all Liabilities arising on or after the Effective Time relating to or arising under any tariffs to which the Transferred Business is subject, including tariffs being reviewed or processed by the applicable Governmental Entity, subject to the terms and conditions of each; (b) all Liabilities to the extent arising out of or related to the Transferred Business or the ownership or operation of the Acquired Assets in respect of Taxes assessed upon attributable to taxable periods, or portions thereof, on or after the Effective Time; (c) all Liabilities relating to the Regulatory Liabilities; (d) except as provided in Section 7.8, all Liabilities (i) arising on or after the applicable Hire Date with respect to the transfer of the Purchased Assets to BuyerTransferring Employees, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of arising on or after the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller Effective Time with respect to workers’ compensation claims of the Excluded AssetsTransferring Employees; (e) all Liabilities relating to the Remediation of Hazardous Substances at, on or from any Site associated with the ownership, construction, operation, maintenance or retirement of the Acquired Assets at any time before or after the Effective Time, and all Liabilities relating to compliance with all Environmental Laws and other Laws, on and after the Effective Time, except in each case Retained Obligations and subject to Section 2.4(j); (vif) any liabilities arising under all Liabilities relating to unperformed service obligations, Easement relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and all other capital expenditure projects and obligations, in each case specifically related to the Acquired Assets and outstanding at the Effective Time; (g) all Liabilities related to Customer Deposits and unearned pole attachment rental revenue for the Transferred Territory; (h) all Liabilities classified as a cost of removal obligations or in connection with an Employee Plansimilar obligations related to the removal, abandonment, or retirement of assets associated with the VA Distribution Business in the Transferred Territory; and (viii) any other liabilities arising prior all of Seller’s obligations to provide electric service in the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedTransferred Territory.

Assumed Obligations. At Magellan and Crescent expressly understand and agree that all of the Closingdebts, Buyer shall assumeobligations, duties and shall agree liabilities, liquidated or unliquidated, contingent or fixed, relating to satisfy or arising out of the operation of the Hospitals and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to business of OpCo after the Closing (as well as those in subsections (c) and (d) below) but excluding any obligations each and every liability and obligation for which Magellan has agreed to indemnify OpCo pursuant to Section 8 of this Agreement (the "ASSUMED OBLIGATIONS") shall be assumed by OpCo as of the Contribution Date regardless of whether such liabilities are accrued on the books of Magellan or liabilities that relate to the period preceding the Closinga Magellan Subsidiary, (or OpCo shall otherwise be responsible for such debts, liabilities, duties and liabilities), including, without limitation, the following: (a) All such liabilities and obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior relating to the ClosingContributed Assets; (b) under All such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness liabilities and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes obligations relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4as hereafter defined), ; (Bc) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any All liabilities and obligations of the Seller with respect relating to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities paid days off and accrued vacation arising prior to the Closing Date Contribution Date; (including, without limitation, d) All liabilities and obligations relating to sick days arising prior to the Seller Note Payable), regardless of whether Contribution Date; (e) All such liabilities are disclosed and obligations (excluding any payment obligations) arising from the Consent Decrees and Settlements listed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared Schedule 6.1(p) to the rights Real Estate Purchase and remedies Sale Agreement; (f) All such liabilities and obligations arising from OpCo's participation in the contracts excluded from Section 2.1(f); and (g) All such liabilities and obligations related to software sublicensed to OpCo pursuant to the Franchise Agreement which such parties would have had against the Seller or the Owner had this Agreement not been consummatedare licensed from third parties.

Assumed Obligations. At On the Closing Date, each of the Companies will deliver to Seller the Assignment and Assumption Agreement pursuant to which each of the Companies will assume and agree to discharge all of the debts, liabilities, obligations, duties, and responsibilities of Seller of any kind and description, whether absolute or contingent, monetary or non-monetary, direct or indirect, known or unknown, or matured or unmatured, or of any other nature, to the extent incurred either prior to or after the Closing, Buyer shall assumeand principally related to the Purchased Assets or the Business, and shall agree to satisfy and discharge as the same shall become due, the Seller’s including those obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 in the Selected Balance Sheet Information, other than Excluded Liabilities (collectively, the “Assumed Obligations”). Except , in accordance with the respective terms and subject to the respective conditions thereof, including the following liabilities and obligations: (a) all liabilities and obligations of Seller under the Business Agreements, the Severance Compensation Agreements, the Transferable Permits, the Transferable Environmental Permits, the Preferential Purchase Rights assigned to the Companies pursuant to Section 8.9(c), the Allocated Rights and Obligations transferred to the Companies pursuant to Section 8.5(d), and any other agreements or contractual rights assigned to the Companies pursuant to the terms of this Agreement; (b) all liabilities and obligations of Seller with respect to customer deposits, customer advances for construction and other similar items related principally to the Business or the Purchased Assets; (c) all liabilities and obligations relating to unperformed service obligations, Easement relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, in each case related principally to the Business and outstanding on or arising after the Closing; (d) all liabilities and obligations associated with the Purchased Assets or the Business in respect of Taxes for which Buyer or the Companies are liable pursuant to Section 8.7; (e) all liabilities and obligations for which Buyer or the Companies are responsible pursuant to Section 8.8; (f) all trade accounts payable and other accrued and unpaid current expenses in respect of goods and services incurred by or for the Business to the extent attributable to the period prior to the Closing (the “Accounts Payable”); (g) (i) all Environmental Claims, and (ii) all liabilities, obligations and demands arising under, in respect of, or relating to past, present, and future Environmental Laws, existing, arising, or asserted with respect to the Business or the Purchased Assets, whether before, on, or after the Closing Date (the “Assumed ObligationsEnvironmental Liabilities”). For avoidance of doubt, Buyer shall not assume the Assumed Environmental Liabilities include all liabilities and obligations (including liabilities and obligations based upon the presence, Release, or be responsible threatened Release of Hazardous Materials) of Seller directly or indirectly relating to, caused by, or arising in connection with the operation, ownership, use, or other control of or activity at or relating to any installation, facility, plant (including any manufactured gas plant), or site (including any manufactured gas plant site) that at the Closing is, or at any time for prior to the Closing was, (i) operated, owned, leased, or otherwise under the control of or attributed to any liability, obligation, Indebtedness or commitment of the Seller, the Owner Business, or any predecessor in interest of Seller or the Owner MemberBusiness, whether absolute and (ii) located in the Territory or contingentany areas previously served by the Business or any predecessor of the Business; provided, accrued or unaccruedhowever, asserted or unasserted, or otherwise (that the Assumed Environmental Liabilities do not include any such liabilities, obligations, Indebtedness and commitmentsEnvironmental Claims, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments demands in respect of real property that is both (A) owned or leased by Seller as of the date of this Agreement, and (B) not included in the Purchased Assets; and (h) all liabilities and obligations of Seller, the Owner Companies or Buyer arising before, on or after the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, Closing Date (i) under any liability of Regulatory Orders applicable to the Seller and/or Business or the Owner for TaxesPurchased Assets, including without limitationor (ii) imposed on Buyer, (A) any and all liabilities for Taxes relating to the Companies or the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner Business in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedRequired Regulatory Approval.

Assumed Obligations. At the Closing, the Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, (i) all trade accounts payable and accrued expenses that have been incurred in the Seller’s ordinary course of the Company's business and are reflected on the Financial Statements, (ii) the Company's liabilities and other obligations arising under (x) the Contracts listed on Schedule 3.13, and liabilities first arising subsequent (y) all other Contracts entered into by the Company in the ordinary course of its business (including open purchase orders) and not required to be listed on Schedule 3.13, in each case to the Closing (excluding any obligations or liabilities extent that relate the Company's rights thereunder are effectively transferred to the period preceding the Buyer at Closing, including, without limitation, and (iii) the obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth listed on Schedule 2.2.2 1.01(c) hereto (collectively, collectively the “"Assumed Obligations”"). Except for as expressly set forth in this paragraph (c), the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner MemberCompany, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”)otherwise, including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member Company incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or usesales, income or other Taxes taxes arising out of the transactions contemplated hereby or therebyhereby). The SellerWithout limiting the generality of the foregoing, the Owner Company and the Owner Member Shareholders expressly acknowledge and agree that, except for that the Assumed Obligations, the Seller, the Owner and the Owner Member Company shall retain, as applicable, and that Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (ia) any liability of the Seller and/or the Owner for TaxesCompany in connection with any Plan or Benefit Program or Agreement, including including, without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4)Company under ERISA, (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (iib) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner Company under any federal, state or local law, rule, regulation, ordinance, program, permitPermit, or other legal requirement Legal Requirement relating to health, safety, hazardous substances Hazardous Materials and environmental matters applicable to the Business Company's business and/or the facilities used Used by the Seller Company (whether or not owned by the SellerCompany), (ivc) any product liability pertaining to services provided products sold or manufactured by the Seller Company prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Pland), or (viie) any obligation of the Company to any Person claiming to have a right to acquire any capital stock or other liabilities arising prior to securities of the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this AgreementCompany. The Seller and the Owner Company further agree agrees to satisfy and discharge, discharge as the same shall become due, due all Excluded Liabilities. Buyer’s assumption obligations and liabilities of the Assumed Obligations shall in no way expand Company not specifically assumed by the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedhereunder.

Assumed Obligations. At the Closing, the Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, (i) except for obligations to employees for accrued vacation, all trade accounts payable and accrued expenses that have been incurred in the ordinary course of the Business and are reflected on the Seller’s obligations balance sheet dated December 27, 2003 and liabilities first arising subsequent included with the Financial Statements attached as Schedule 3.7(a) (the “Base Balance Sheet”) to the Closing extent not previously discharged other than accrued restructuring costs, accrued property taxes, and long-term equipment leaseback liabilities, (excluding any ii) except for obligations or liabilities to employees for accrued vacation, all trade accounts payable and accrued expenses that relate have been incurred in the ordinary course of the Business since the date of the Base Balance Sheet to the period preceding extent not previously discharged other than accrued restructuring costs, accrued property taxes, and long-term equipment leaseback liabilities, (iii) the Closingliabilities and other obligations (whenever arising) of the Business to be performed from and after the Closing under (x) the Contracts listed on Schedule 3.12, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach and (y) all other Contracts entered into by the Seller prior in the ordinary course of the Business (including open purchase orders) and not required to be listed on Schedule 3.12, in each case to the extent that the Seller’s rights thereunder are effectively transferred to Buyer at Closing, and (iv) under such of the Contracts as are set forth obligations listed on Schedule 2.2.2 1.1(d) (collectively, collectively the “Assumed Obligations”). Except for as expressly set forth in this paragraph (d), the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”)otherwise, including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member Seller incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or usesales, income or other Taxes taxes arising out of the transactions contemplated hereby or therebyhereby). The SellerWithout limiting the generality of the foregoing, the Owner Seller expressly acknowledges and agrees that the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member Seller shall retain, as applicable, and that Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (ia) any liability of the Seller and/or for Taxes (other than Taxes under the Owner for TaxesEquipment Sublease and the Assignment and Assumption of Lease Agreement), including without limitationwhether measured by income or otherwise, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (iib) any liability of the Seller and/or the Owner in connection with any employee benefitsPlan or Benefit Program or Agreement, including, without limitation, any liability of the Seller under ERISA, (iiic) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permitPermit, or other legal requirement Legal Requirement relating to health, safety, hazardous substances Hazardous Materials and environmental matters (collectively, “Environmental Laws”) applicable to the Business and/or the facilities used Used by the Seller (whether or not owned by the Seller), (ivd) any product liability pertaining to services provided products sold or manufactured by the Seller prior to the Closing Date, (e) any obligation or insurance related mattersliability under that certain Purchase Agreement, dated as of March 28, 2001, as amended, by and between K&S and Delco Electronics Corporation (but not including any other agreement referred to therein), (vf) any liabilities and obligations obligation of the Seller with respect to any Affiliate of the Excluded AssetsSeller, (vi) or any liabilities arising under Person claiming to have a right to acquire any membership interest or in connection with an Employee Planother securities of the Seller, or (viig) any other liabilities arising prior obligation to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreementemployees for accrued vacation. The Seller and the Owner further agree agrees to satisfy and discharge, discharge as the same shall become due, due all Excluded Liabilities. Buyer’s assumption obligations and liabilities of the Assumed Obligations shall in no way expand Seller not specifically assumed by the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedhereunder.

Assumed Obligations. (a) At the Closing, Buyer shall assumeassume and shall, subject to all rights, against third parties, of offset, defenses, causes of action, counterclaims and shall agree claims of any nature that may be available to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with Buyer in respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. of the liabilities and obligations of Seller (the "Assumed Obligations") under: (i) the contracts, agreements and commitments of Seller which are specifically identified in Sections 3.11, 3.14 and 3.16(a), (b), (c) or (p) of the Disclosure Schedule and obligations to deliver inventory, lease equipment and perform repair services in the ordinary course of business (the "Assumed Contracts") but only to the extent any such liabilities and obligations arise after the Closing and then only in respect of events and time periods occurring after the Closing, provided, however, Buyer shall not assume or agree to pay, discharge or perform: (A) any liabilities or obligations arising exclusively in respect of a breach of the non-assignment provision of any Assumed Contract by virtue of the assignment of such contract to Buyer hereunder, (but Buyer shall allow Seller to take all such steps as may be necessary to remedy any such breach); (B) liabilities or obligations of the aforesaid character existing as of the Closing Date, and which under generally accepted accounting principles should have been accrued or reserved for on a balance sheet or the notes thereto as a liability or obligation, if and to the extent that the same were not accrued or reserved for on the Closing Balance Sheet; (C) liabilities or obligations arising out of any breach by Seller of any provision of any agreement, contract, commitment or lease referred to in this Section 1.4(a)(i), including but not limited to liabilities or obligations arising out of Seller's failure to perform any agreement, contract, commitment or lease in accordance with its terms prior to the Closing; or (D) any liability of Seller to Seller's Parent or any of its affiliates. (ii) all permits, registrations, and licenses which are being transferred to Buyer on the Closing Date, if and to the extent transferable, but only to the extent any such liabilities and obligations arise after the Closing and then only in respect of events and time periods occurring after the Closing; and (iii) all of Seller's obligations under purchase orders or agreements entered into until the Closing to acquire goods and services solely in connection with the operation of the Business in the ordinary course and which are in existence as of the Closing (subject to the limit on capital expenditures set forth in Section 3.10(j), below). (b) Buyer agrees to execute and deliver to Seller: (i) the Assignment and Assumption Agreement (the "Assignment and Assumption Agreement"), substantially in the form of Exhibit B1 hereto, to evidence Buyer’s 's assumption of the Assumed Obligations shall and the Assumed Liabilities (as such term is defined in no way expand Section 2.4 below); and (ii) Assignment and Assumption Agreements substantially in the rights or remedies of third parties against Buyer form annexed hereto as compared Exhibit B2, related to the rights Leased Properties in Sacramento, CA, Stockton, CA, Redding, CA, Sparks, NV, Hayward, CA, Santa Rosa, CA and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedBuena Park, CA, defined in Section 0.00 (x), xxxxx.

Assumed Obligations. At the Closing, the Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, (i) all trade accounts payable and accrued expenses that have been incurred in the Seller’s ordinary course of the Company's business, (ii) the Company's liabilities and other obligations and liabilities first arising subsequent to the Closing under (excluding any obligations or liabilities that relate x) the Contracts listed on Schedule 3.13, and (y) all other Contracts entered into by the Company in the ordinary course of the Company's business, in each case to the period preceding extent that the Closing, including, without limitation, obligations or liabilities arising or accruing with respect Company's rights thereunder are effectively transferred to any default or breach by the Seller prior Buyer at Closing and provided that such Contracts were not required to the Closing) under such of the Contracts as are set forth be listed on Schedule 2.2.2 3.13, and (iii) the obligations listed on Schedule 1.01(c) hereto (collectively, the “"Assumed Obligations”"). Except for as expressly set forth in this paragraph (c), the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner MemberCompany, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”)otherwise, including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member Company incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or usesales, income or other Taxes taxes arising out of the transactions contemplated hereby or therebyhereby). The Seller, the Owner and the Owner Member Seller expressly acknowledge acknowledges and agree that, except for agrees that the Assumed Obligations, the Seller, the Owner and the Owner Member Seller shall retain, as applicable, and that Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (ia) any liability of the Seller Company and/or the Owner Shareholders for TaxesTaxes (as hereafter defined), including without limitationwhether measured by income or otherwise, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (iib) any liability of the Seller and/or the Owner Company in connection with any employee benefitsPlan or Benefit Program or Agreement (as those terms are defined in Section 3.07 hereof), including, without limitation, any liability of the Company under ERISA (as hereafter defined), (iiic) any liability of the Seller and/or the Owner Company under any federal, state or local law, rule, regulation, ordinance, program, permitPermit, or other legal requirement Legal Requirement relating to health, safety, hazardous substances Hazardous Materials and environmental matters applicable to the Business Company's business and/or the facilities used Used by the Seller Company (whether or not owned by the SellerCompany), or (ivd) any product liability pertaining to services provided products sold or manufactured by the Seller Company prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree agrees to satisfy and discharge, discharge as the same shall become due, due all Excluded Liabilitiesobligations and liabilities of the Company not specifically assumed by the Buyer hereunder. Buyer’s 's assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner Company had this Agreement not been consummated. Notwithstanding the foregoing, Buyer shall reimburse the Company for 50% of any sales Taxes attributable to the sale of the Assets pursuant to this Agreement up to a maximum of $20,000.

Assumed Obligations. At the each Closing, Buyer Purchaser shall assume, assume the following liabilities and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of Sellers of the Contracts Business Unit sold at such Closing as are set forth on Schedule 2.2.2 of the Effective Time for such Closing (collectively, the “"Assumed Obligations”"). Except , and from and after the Effective Time, Purchaser shall pay, perform and discharge all Assumed Obligations as and when such Assumed Obligations become due and owing: (a) all liabilities and obligations set forth on or reserved for in the Final Balance Sheet in the amount and only to the extent set forth on or reserved for thereon (for the Assumed Obligationsavoidance of doubt, Buyer such liabilities and obligations shall not assume include any liabilities for Taxes); (b) all liabilities and obligations incurred under Contracts (including Business Leases) that constitute Purchased Assets of such Business Unit, but in each case excluding any liabilities or be responsible at obligations to the extent arising from or relating to (i) any time for any liabilitybreach or violation by Sellers of such Contracts that occurred prior to the applicable Effective Time, obligation, Indebtedness (ii) the ownership or commitment operation of the Seller, Business prior to the Owner Effective Time other than to the extent set forth on or reserved for in the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unassertedFinal Balance Sheet, or otherwise (iii) any Contract of the type required to be listed on SCHEDULE 3.8 if such liabilitiesContract is not listed on SCHEDULE 3.8 and if the payment of liabilities or obligations arising under such Contract, obligationsin Purchaser's reasonable judgment, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited are to any liabilities, obligations, debts extent not usual or commitments of customary in kind or amount in the Seller, market for the Owner goods or services furnished pursuant to such Contract; (c) all liabilities and obligations incurred by the Owner Member incident to, arising out of or incurred Business Unit with respect to, this Agreement to Accepting Employees to the extent such liabilities and obligations are expressly assumed by Purchaser pursuant to Section 5.5; (d) all liabilities and obligations to the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes extent arising out of the transactions contemplated hereby ownership or thereby). The Seller, operation of the Owner Business Unit from and after the Owner Member expressly acknowledge and agree thatapplicable Effective Time; PROVIDED THAT, except for the Assumed Obligations, the Seller, the Owner liabilities described in any of Sections 2.3(a)-(c) and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.42.3(e), (Bthis Section 2.3(d) shall apply only to liabilities and obligations that relate to any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable condition existing as a result of any action or failure to take action by any Person following the transactions contemplated by this Agreement applicable Effective Time; and (including but not limited e) all Taxes expressly allocated to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner Purchaser under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At Provided that the Closing occurs, except for Seller’s 9-Month Retained Obligations (which Seller shall retain for nine (9) months following Closing), Seller’s Statute of Limitations Retained Obligations (which Seller shall retain for the duration of the applicable statute of limitations), and Seller’s Indefinite Retained Obligations (which Seller shall retain indefinitely following Closing) and Seller’s indemnification obligations hereunder, Buyer shall assumehereby assumes all duties, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness every kind and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or character with respect to the transfer Assets or the ownership or operation of the Purchased Assets Assets, whether attributable to Buyerperiods before, and any recording at or filing fees with respect theretoafter the Effective Time REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OF THE SELLER INDEMNITEES, including those arising out of (a) (collectively, “Seller Taxes”), (ii) any liability the terms of the Seller and/or the Owner in connection with any employee benefitsEasements, (iii) any liability Contracts, Leases, Personal Property or Subject Interests comprising part of the Seller and/or Assets; (b) Gas Imbalances; (c) suspense accounts; (d) the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations condition of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities condition arose before or after the Effective Time; (e) obligations to properly plug and abandon or re-plug or re-abandon or remove or bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets; (f) the Assumed Environmental Obligations; (g) alleged Title Defects that are disclosed deemed to constitute Assumed Obligations under Article IV; (h) the Seller’s 9-Month Retained Obligations to the extent Buyer does not provide Seller with a Claim Notice complying with Section 16.05 on or before the Schedules to day occurring nine (9) months after the Closing; (i) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement. The Seller and the Owner further agree ; (j) all taxes attributable to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption ownership of the Assumed Obligations shall in no way expand Assets for all periods (or portion thereof) ending after the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.Effective Time; and

Assumed Obligations. At On the ClosingClosing Date, Buyer the Sellers shall assumeassign, and the Purchasers shall assume and agree to satisfy discharge on and discharge as after the same shall become dueEffective Date, the Seller’s following liabilities and obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 Sellers and only the following liabilities and obligations (collectively, the “Assumed Obligations”). Except for ): (a) the Assumed ObligationsContracts, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment but only to the extent of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, obligations arising out of or incurred thereunder with respect to, this Agreement to events or periods arising on and after the transactions contemplated hereby or the Other Acquisition Effective Date; (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (Ab) any and all liabilities for Taxes relating obligations of the Sellers to the Purchased Assets or Hired Employees under the Assumed Obligations Worker Adjustment and Retraining Notification Act (and any state-equivalent statute) (collectively, “WARN”) with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability operation of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable Facilities as a result of (i) the transactions consummation of the transaction contemplated by this Agreement (including but not limited to any transferprovided that the Sellers have, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer operation of the Purchased Assets Facilities, complied with WARN prior to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”the Effective Date), (ii) any liability the acts of the Seller and/or Purchasers or any affiliate(s) of the Owner in connection with Purchasers on and after the Effective Date (taking into account, or otherwise including, any employee benefits, terminations prior to the Effective Date) or (iii) any liability the Purchasers’ breach of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller its covenant with respect to the Excluded AssetsHired Employees as set forth in Section 7.3; (c) the accrued paid time off for the Hired Employees, (vi) any liabilities arising under or in connection together with an Employee Planthe associated employer tax liabilities, or (vii) any e.g. FICA and MHI and other liabilities arising prior to employer withholdings as of the Closing Date (including, without limitation, “Accrued Paid Time Off”) to the Seller Note Payable), regardless of whether such liabilities are disclosed on extent included in Net Working Capital; (d) the Schedules loan forgiveness obligations associated with the Nurse Education Loans; (e) the tuition reimbursement commitments to this Agreement. The Seller and the Owner further agree to satisfy and discharge, Hired Employees in existence as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared Closing Date described on Schedule 1.3(e); (f) all unpaid real and personal property taxes, if any, not past due and attributable to the rights Acquired Assets prior to the Effective Date, subject to the prorations provided in Section 2.4; (g) all amounts not past due for all utilities being furnished to the Acquired Assets, subject to the prorations provided in Section 2.4; (h) all current liabilities of the Sellers with respect to the operation of the Facilities prior to the Effective Date to the extent included in Net Working Capital; and (i) any other obligations and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedliabilities identified in Schedule 1.3(k).

Assumed Obligations. At Provided that the ClosingClosing occurs and subject to Seller’s indemnity obligations under this Agreement, Buyer shall assumehereby assumes all duties, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent of every kind and character with respect to the Closing Assets or the ownership or operation thereof (excluding any obligations other than the Retained Obligations), whether attributable to periods before or liabilities that relate to after the period preceding the ClosingEffective Time, including, without limitation, obligations or liabilities those arising or accruing with respect to any default or breach by out of (a) the Seller prior to the Closing) under such terms of the Contracts or instruments relating to the Fee Property, Rights-of-Way, Related Facilities, Permits, or other Assets, (b) suspense accounts, to the extent transferred to Buyer, (c) ad valorem, property, severance and other similar taxes or assessments based upon or measured by the ownership of the Assets or the production therefrom attributable to any period on or after the Effective Time (as are set forth allocated to such period under Sections 4.1 and 4.2), (d) the condition of the Assets, regardless of whether such condition arose before or after the Effective Time, (e) obligations to abandon, re-abandon or remove flowlines, pipelines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, (f) obligations to restore the surface of and under the Assets and obligations to remediate or bring the Assets into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on Schedule 2.2.2 or otherwise in connection with activities on the Assets) regardless of whether such obligations or conditions or events giving rise to such obligations arose, occurred or accrued before or after the Effective Time, and (g) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed If no claim is made upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising a Retained Obligation prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption expiration of the Retained Obligation Survival Period such Retained Obligation shall then become an Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedObligation.

Assumed Obligations. At the Closing, Buyer shall assumeSubject to, and without limitation of, Purchaser’s rights to indemnity under this Article 11, the terms of Article 3 (including Purchaser’s rights and remedies arising thereunder) and the Special Warranties or any adjustments to the Unadjusted Purchase Price set forth in Section 2.3, on the Closing Date, Purchaser shall agree assume and hereby agrees to satisfy fulfill, perform, pay, and discharge as (or cause to be fulfilled, performed, paid, or discharged) all of the same shall become due, the Seller’s obligations and liabilities first arising subsequent of Seller and its Affiliates, known or unknown, with respect to the Closing (excluding any Assets, regardless of whether such obligations or liabilities that relate to arose prior to, on, or after the period preceding Effective Date, including the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 following (collectively, and, for purposes of clarity, excluding the Retained Obligations (subject to Section 11.1(f)), the “Assumed Obligations”). Except for ): (a) all obligations and liabilities arising from or in connection with any production, pipeline, storage, processing, or other imbalance attributable to Hydrocarbons produced from the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner MemberProperties, whether absolute or contingentbefore, accrued or unaccrued, asserted or unassertedon, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than after the Assumed Obligations, collectively, the “Excluded Liabilities”)Effective Date, including but not limited obligations to any liabilitiesfurnish makeup gas in accordance with the terms of applicable gas sales, obligationsgathering, debts or commitments transportation Contracts; (b) obligations to pay working interests, Royalties and other Suspense Funds held by Seller as of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are with respect to such Suspense Funds, solely to the liability of extent Purchaser receives a downward adjustment to the Seller Purchase Price at Closing pursuant to Section 5.42.3 in respect thereof); (c) obligations for plugging and abandonment of all of the Xxxxx and dismantlement, decommissioning, or abandonment of all structures and Equipment included in the Assets or located on the lands covered by, or described in, the Leases (whether such Leases have terminated or expired) and restoration of the surface covered by the Assets in accordance with applicable Laws (whether or not required to be plugged, abandoned, dismantled, or restored as of the Effective Date, and whether or not the applicable Lease has terminated or expired), (B) including any and all liabilities for Taxes of the Seller and/or the Owner for any periodobligations to assess, remediate, remove, and (C) any and all Tax liabilities that are incurred or become payable as a result dispose of the transactions contemplated by this Agreement (including but not limited to any transferNORM, documentaryasbestos, salesmercury, usedrilling fluids, chemicals, and produced waters and Hydrocarbons; (d) subject to the terms of Article 3 and the Special Warranties, all Damages and obligations arising from, or relating to, Title Defects, deficiencies, or other Taxes assessed upon or title matters with respect to the transfer Assets, whether arising or relating to periods of time before, on, or after the Purchased Assets Effective Date; (e) subject to Buyerthe terms of Article 3, all Damages and any recording obligations arising from, or filing fees with respect thereto) (collectivelyrelating to, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permitEnvironmental Defects, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities whether arising under or in connection with an Employee Planrelating to periods of time before, on, or after the Effective Date; and (viif) any other liabilities arising prior to following the Closing Date (includingexpiration of the applicable survival periods described in Sections 11.6(b)(i), without limitation11.6(b)(iii) and 11.6(b)(iv) with respect thereto, the Seller Note PayableRetained Obligations described in Sections 11.2(b), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller 11.2(e) and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated11.2(i).

Assumed Obligations. At the ClosingEffective Time, and except for the Excluded Liabilities, Sellers shall assign, and Buyer shall assume, the future payment and shall agree to satisfy and discharge as performance of the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing following Liabilities of Sellers with respect to any default or breach by the Seller prior to the Closing) under such operation of the Contracts as are set forth on Schedule 2.2.2 Healthcare Businesses (collectively, the “Assumed Obligations”). Except for ): (a) all Liabilities relating to the period after the Effective Time arising under the Assumed ObligationsContracts, Buyer shall but only to the extent that such Liabilities are not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but were incurred in the ordinary course of business and do not limited arise from any failure by any Seller or any of its Affiliates to perform, improper performance, warranty or other default, breach or violation by any liabilitiesSeller or any of its Affiliates on or before the Effective Time; (b) Subject to Section 1.11, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales obligations with respect to the Real Property arising after the Effective Time or use, income relating to the ownership or other Taxes arising out operation of the transactions contemplated hereby or therebyReal Property after the Effective Time (excluding any Liabilities that accrue before the Effective Time, regardless of whether payment thereof is not due until after the Effective Time, which shall remain the obligation of Sellers). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, ; (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (Ac) any and all liabilities for Taxes relating to obligations of Sellers under the Purchased Assets or the Assumed Obligations with respect to all periods prior to Worker Adjustment and including the Closing Date Retraining Notification Act (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect theretostate-equivalent statute) (collectively, “Seller TaxesWARN”)) as a result of (i) the consummation of the Transactions, (ii) the acts of Buyer or any liability Affiliate(s) of Buyer on and after the Seller and/or the Owner in connection with Effective Time (taking into account, or otherwise including, any employee benefitsterminations prior to the Effective Time), (iii) any liability Buyer’s breach of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller its covenant with respect to the Excluded Hired Employees as set forth in Section 5.13 or (iv) Seller’s termination of any Closing Date Business Employee to whom Buyer fails to offer employment as of the Effective Time; (d) Subject to Section 1.11, all real and personal property Taxes, if any, that are attributable to the Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior and all utilities furnished to the Closing Date Assets (including, without limitation, excluding any Liabilities that accrue before the Seller Note Payable)Effective Time, regardless of whether such liabilities are disclosed on payment thereof is not due until after the Schedules Effective Time, which shall remain the obligation of Sellers); (e) any Liabilities under any change-of-control, retention, bonus, termination, severance, employment or similar agreement assumed by Buyer and providing for payments to this Agreement. The Seller and the Owner further agree to satisfy and discharge, any Hired Employee as the same shall become due, all Excluded Liabilities. a result of Buyer’s assumption termination of his or her employment at any time following the Assumed Obligations shall in no way expand Effective Time (the rights or remedies of third parties against “Buyer as compared Severance Obligations”); (f) Accrued Paid Time Off carried over pursuant to Section 5.13 to the rights extent included in the calculation of Closing Net Working Capital; (g) the Transferred Plans and remedies which such parties would have had against any associated funds, accounts and assets thereof; and (h) all current Liabilities included in the Seller or the Owner had this Agreement not been consummatedcalculation of Closing Net Working Capital.

Assumed Obligations. At the Closing, Buyer Purchaser shall assume, assume and shall agree to satisfy pay, satisfy, perform and discharge as the same shall become duedue only the liabilities of Seller Companies, including all post-Closing obligations under (i) existing Contracts that are included among the Seller’s Acquired Assets (other than obligations and or liabilities first arising subsequent as the result of the breach of any such Contract prior to the Closing Date), (excluding any ii) capital leases of Seller Companies set forth on Schedule 1.2(a) attached hereto and (iii) operating leases of Seller Companies set forth on Schedule 1.2(a) attached hereto (other than obligations or liabilities relating to defaults thereunder that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller arose prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”), pursuant to an Assumption Agreement substantially in the form of Exhibit 1.2(a) attached hereto (the “Assumption Agreement”). Each of the Contracts assumed hereunder is independently assumed subject to the representations, warranties (including that such Contract is not in default on the Closing Date), covenants and conditions made herein as to that Contract. Except for the Assumed Obligationsas expressly set forth in this Section 1.2 and Schedule 1.2(a) attached hereto, Buyer Purchaser shall not assume or otherwise be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner any Seller Company or the Owner MemberParent, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilitiesotherwise, obligationsincluding, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to to, any liabilities, obligations, debts or commitments of the Seller, the Owner Seller Companies or the Owner Member Parent (a) incident to, arising out of or incurred with respect to, to this Agreement and the agreements, documents, instruments, and transactions contemplated hereby hereby, (b) which otherwise arise or are asserted or incurred by reason of events, acts or transactions occurring, or the Other Acquisition (including any and all sales or use, income or other Taxes arising out operation of the transactions contemplated hereby Business, prior to or therebyon the Closing Date, (c) for outstanding checks and other similar obligations, (d) relating to the employee benefit plans, employee policies, employee Contracts, employee programs and/or arrangements of Seller Companies or any of their Subsidiaries and Affiliates with Employees (including, but not limited to, any severance or bonus payments payable to any Employee of any Seller Company). The Seller, the Owner and the Owner Member expressly acknowledge and agree that(e) relating to Product Liability Claims, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated (f) relating to pay, perform, defend or dischargeTaxes, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating attributable to the Purchased Acquired Assets or the Assumed Obligations Business with respect to all periods prior to and including the Closing Date (including any Taxes taxable period or portion thereof that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred ends on or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date or (including, without limitationii) imposed on any Seller Company or Parent; or (g) relating to medical malpractice (collectively, the “Excluded Liabilities”). Parent and Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further Companies agree to satisfy and discharge, discharge each of the Excluded Liabilities as the same shall become due, all Excluded Liabilities. BuyerPurchaser’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer Purchaser as compared to the rights and remedies which that such parties would have had against the Parent or any Seller or the Owner Company had this Agreement not been consummated.

Assumed Obligations. At Upon the Closingsale and purchase of the Purchased Assets, Buyer Purchaser shall assume, assume and shall agree to satisfy pay or discharge when due in accordance with their respective terms, all Liabilities and discharge as obligations of each Seller pursuant to the same shall become due, Assumed Contracts to the Seller’s obligations extent they are accrued and liabilities first arising subsequent to outstanding at the time of the Closing (excluding any obligations subject to Section 1.05(d)) or liabilities that relate to become due on or after the period preceding Closing (the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “"Assumed Obligations”"). Except for the Assumed Obligations, Buyer Purchaser shall not assume assume, become responsible for, or be responsible at incur, any time for Liability or Contract of any liability, obligation, Indebtedness or commitment Capstead Company of the Seller, the Owner or the Owner Memberany nature whatsoever, whether absolute known or contingentunknown, accrued or unaccrued, asserted or unasserted, contingent or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded "Retained Liabilities”"), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note PayableRetained Liabilities listed on Schedule 1.03. Each of the Capstead Companies shall continue to be liable for and shall appropriately discharge its respective obligations with respect to the Retained Liabilities and any other obligations which are not Assumed Obligations. Without limiting the foregoing, in no event shall Purchaser assume, or otherwise be liable in any respect whatsoever with respect to the following Retained Liabilities: (i) any Liabilities incurred by any of the Capstead Companies in connection with this Agreement and the transactions provided for herein, including, without limitation, attorneys' and accountants' fees, and expenses pertaining to the performance by any of the Capstead Companies of their obligations hereunder; (ii) except as otherwise set forth in Section 2.20(b)(iii) or Section 9.05(b)(ii), regardless any Taxes of the Capstead Companies (whether such liabilities are disclosed on relating to periods before or after the Schedules to transactions contemplated in this Agreement. The Seller Agreement or incurred by any Capstead Company in connection with this Agreement and the Owner further agree to satisfy and dischargetransactions provided for herein), as the same shall become dueincluding, all Excluded Liabilities. Buyer’s assumption without limitation, any Liability for Taxes arising out of the Assumed Obligations shall in no way expand the rights or remedies inclusion of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.any

Assumed Obligations. At Buyer hereby covenants and agrees, at the Closing, to execute and deliver to Sellers an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), substantially in the form of Exhibit 2.6 hereto pursuant to which each of the Operating Sellers shall assign to Buyer its rights in the Assumed Contracts, and Buyer shall assumeassume (a) all obligations arising under such Assumed Contracts after the Closing Date, but not as a result of any previous breach, or default thereof or performance thereunder, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and (b) all current liabilities first arising subsequent to the Closing extent reflected in the calculation of the Final Net Working Capital (excluding any obligations or liabilities that relate but only to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such extent of the Contracts as are set forth on Schedule 2.2.2 (collectively, the specific amounts reflected therein)(the “Assumed ObligationsLiabilities”). Except for as expressly provided in the Assumed ObligationsAssignment and Assumption Agreement, Buyer shall not and does not assume any liability or be responsible at obligation of any time for any liabilitynature, obligationknown or unknown, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute fixed or contingent, accrued legal, statutory, contractual or unaccruedotherwise, asserted disclosed or unassertedundisclosed, of Sellers or otherwise relating to or arising from the Assets or the Stations, or otherwise the ownership or operation thereof on or prior to the Closing Date (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, collectively the “Excluded Liabilities”), including but not limited to any liabilitiesall of which shall be retained and discharged by Sellers. Excluded Liabilities include, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or dischargewithout limitation, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, all Environmental Liabilities; (Aii) any and all liabilities for Taxes relating to the Purchased Assets violations of Contracts, or the Assumed Obligations with respect to all periods prior to and including Legal Requirements by Sellers which exist at or as of the Closing Date or which arise after the Closing Date but which are based upon or arise from any act, transaction, circumstance, sale or providing of air time, goods or services, state of facts or other condition which occurred or existed, or the content of any program, advertisement or transmission broadcast or aired, on or before the Closing Date, whether or not then known; (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (Biii) any and all liabilities for Taxes Debt, trade payable or accounts payable of Sellers to the Seller and/or the Owner for any period, and extent not included in Assumed Liabilities; (Civ) any and all Tax obligations or liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited Sellers to any transferof their employees or to any other Person under any collective bargaining agreement, documentaryemployment contract or Employee Plans, salesor for wages, usesalaries, and other Taxes assessed upon compensation or employee benefits, or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees compliance with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other applicable legal requirement requirements relating to healthminimum wages, safetyovertime rates, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether labor or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, employment; (v) any liabilities and obligations litigation arising from or relating to facts or circumstances existing as of the Seller with respect to the Excluded Assets, Closing Date or any conduct of Sellers; (vi) any liabilities in respect of or arising under or in connection with an Employee Plan, or out of any and all Taxes of Sellers; (vii) any liabilities arising in connection with Excluded Assets; and (viii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption Sellers of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedany nature.

Assumed Obligations. At (a) On the ClosingClosing Date, the Buyer shall assumedeliver to the Sellers the Instruments of Assumption pursuant to which the Buyer or its designee shall assume and agree to discharge all of the liabilities and obligations of the Sellers, direct or indirect, known or unknown, absolute or contingent, which relate to Purchased Assets, other than the Excluded Liabilities, in accordance with the respective terms and subject to the respective conditions thereof, including without limitation, the following liabilities and obligations: (1) all liabilities and obligations of the Sellers under (a) the Sellers' Agreements (other than the Labor Agreements) and the Transferable Permits associated with the Purchased Assets in accordance with the terms thereof, (b) the contracts, leases and other agreements entered into by the Sellers with respect to the Purchased Assets which would be required to be disclosed on Schedule 5.15(a) but for the exception provided in clause (iii) of Section 5.15(a) of this Agreement, in accordance with the terms thereof, and shall agree (c) the contracts, leases and other agreements entered into by the Sellers with respect to satisfy the Purchased Assets after the date hereof consistent with the terms of this Agreement; except in each case, to the extent such liabilities and discharge as obligations, but for a breach or default by the same shall become dueSellers, the Seller’s obligations and liabilities first arising subsequent would have been paid, performed or otherwise discharged on or prior to the Closing (excluding any obligations Date or liabilities that relate to the period preceding extent the Closingsame arise out of any such breach or default or out of any event which after the giving of notice would constitute a default; (2) except in respect of any of the liabilities or obligations described in Section 2.4, any liability, obligation or responsibility under or related to former, current or future Environmental Laws or the common law, whether such liability or obligation or responsibility is known or unknown, contingent or accrued, arising as a result of or in connection with (a) any violation or alleged violation of any Environmental Law after the Closing Date, with respect to the ownership or operation of the Purchased Assets; (b) compliance with applicable Environmental Laws after the Closing Date with respect to the ownership or operation of the Purchased Assets; (c) loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by the presence or Release of Hazardous Substances at, on, in, under, or migrating from the Purchased Assets after the Closing Date, including, but not limited to, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at the Purchased Assets; (d) loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by the off-site disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities, of Hazardous Substances, after the Closing Date, in connection with the ownership or operation of the Purchased Assets; (e) the investigation and/or remediation of Hazardous Substances that are present or have been Released at, on, in, under, or migrating from the Purchased Assets after the Closing Date, including, but not limited to, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at the Purchased Assets; (f) the investigation and/or remediation of Hazardous Substances that are disposed, stored, transported, discharged, Released, recycled, or the arrangement of such activities, after the Closing Date, in connection with the ownership or operation of the Purchased Assets, at any off-site location; and (g) any violation or alleged violation of Environmental Law, and any loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by (i) acts by the Buyer or its designee or their respective employees, invitees or agents at any of the Purchased Assets on or after the date of this Agreement and prior to the Closing Date; (ii) acts or omissions by a party other than a Seller or its employees, invitees or agents at any of the Purchased Assets after the Closing Date which cause a condition not in violation of an Environmental Law or not in need of remediation under an Environmental Law on the Closing Date to be in violation of such Environmental Law or in need of remediation under such Environmental Law (including, without limitation, obligations the Release or liabilities arising destabilization of Hazardous Substances which are in a stable or accruing contained state and are in compliance with respect to any default all applicable Environmental Laws on the Closing Date); or breach (iii) acts or omissions by the a party other than a Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectivelyor its employees, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume invitees or be responsible agents at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and after the Closing Date that exacerbate or aggravate any recording condition in violation of an Environmental Law or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability in need of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner remediation under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to an Environmental Law on the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assetsextent of any such exacerbation or aggravation; provided, (vi) any liabilities arising under however, that the mere discovery by the Buyer of a condition in violation of an Environmental Law or in connection with need of remediation under an Employee Plan, or (vii) any other liabilities arising prior to Environmental Law on the Closing Date (including, without limitation, the Seller Note Payablediscovery of a Hazardous Substance in violation of an Environmental Law or in need of remediation under an Environmental Law), regardless in and of whether such itself and without any other act or omission by the Buyer, shall not be included in this subclause (g); (3) all liabilities are disclosed on and obligations associated with the Schedules Purchased Assets in respect of Taxes for which the Buyer is liable pursuant to this Agreement. The Seller Section 3.5; (4) any liabilities and obligations associated with the Owner further agree Purchased Assets for which the Buyer has indemnified the Sellers pursuant to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.Section 9.1;

Assumed Obligations. At the Closing, the Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, (i) the Seller’s Company's liabilities and other obligations and liabilities first arising in the ordinary course of business subsequent to the Balance Sheet Date due in the ordinary course of business after the Closing Date under (excluding any obligations or liabilities that relate x) the Contracts listed on Schedule 3.13, and (y) all other Contracts entered into by the Company in the ordinary course of its business (including open purchase orders) and not required to be listed on Schedule 3.13, in each case to the period preceding extent that the Company's rights thereunder are effectively transferred to Buyer at Closing, including, without limitation, and (ii) the obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth listed on Schedule 2.2.2 1.1(c) hereto (collectively, collectively the “"Assumed Obligations”"). Except for as expressly set forth in this paragraph (c), the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner MemberCompany, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”)otherwise, including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member Company incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or usesales, income income, payroll or other Taxes taxes arising out of the transactions contemplated hereby or therebyhereby). The SellerWithout limiting the generality of the foregoing, the Owner Company and the Owner Member Shareholder expressly acknowledge and agree that, except for that the Assumed Obligations, the Seller, the Owner and the Owner Member Company shall retain, as applicable, and that Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (ia) any liability of the Seller Company and/or the Owner Shareholder for Taxes, including without limitationwhether measured by income or otherwise, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (iib) any liability of the Seller Company and/or the Owner Shareholder in connection with any employee benefitsPlan or Benefit Program or Agreement, including, without limitation, any liability of the Company under ERISA, (iiic) any liability of the Seller and/or Company relating to the Owner under violation of any federal, state or local law, rule, regulation, ordinance, program, permitPermit, or other legal requirement relating to health, safety, hazardous substances and environmental matters Legal Requirement applicable to the Business Company's business and/or the facilities used Used by the Seller Company (whether or not owned by the SellerCompany), (ivd) any liability pertaining or obligation of the Company relating to services provided by any default taking place before the Seller Closing Date under any of the Assumed Obligations to the extent such default created or increased the liability or obligation, (e) any obligation of the Company to the Shareholder, any Affiliate of the Company or the Shareholder, or any Person claiming to have a right to acquire any capital stock or other securities of the Company, or (f) any liability or obligation of the Company relating to the conduct or operation of its business prior to the Closing Date or the Use of the Assets prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, any liability or obligation regarding any pending litigation (such specifically listed liabilities and obligations in section 1.1(b) shall be known collectively as the Seller Note Payable"Excluded Liabilities and Obligations"), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller Company and the Owner Shareholder further agree to satisfy and discharge, discharge as the same shall become due, due all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights Liabilities and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedObligations.

Assumed Obligations. At Subject to the Closingterms and conditions of this Agreement and except as provided in Section 2.04, at the Closing and effective as of the Effective Time, Buyer shall will assume, and shall agree to satisfy will thereafter pay, perform and discharge as in the same shall become dueordinary course of business, the Seller’s following liabilities and obligations and liabilities first arising subsequent of Seller to the Closing (excluding any obligations extent arising from or liabilities that relate related to the period preceding GC Products, GC Software Products or the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 Business (collectively, the “Assumed Obligations”). Except for ): (a) any Liability of Seller arising from the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment sale of goods and services forming part of the SellerBusiness before the Closing, the Owner or the Owner Memberincluding those Liabilities arising pursuant to product warranties, product returns, rebates, and other related claims, whether absolute such obligations and liabilities arose before Closing (but only to the extent specifically reserved for on the Final Closing Statement) or contingent, accrued or unaccrued, asserted or unasserted, or otherwise after Closing; (such liabilities, obligations, Indebtedness and commitments, b) any Liability arising after the Effective Time under the Contracts included in the Business Assets (other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, Liability arising out of or incurred relating to a Breach of such Contract that occurred prior to the Effective Time); (c) any Liability of Seller arising after the Effective Time under any Contract included in the Business Assets that is entered into by Seller after the date hereof in accordance with respect to, the provisions of this Agreement and the transactions contemplated hereby or the Other Acquisition (including other than any and all sales or use, income or other Taxes Liability arising out of or relating to a Breach of such Contract that occurred prior to the transactions contemplated hereby Effective Time); (d) all Liabilities of Seller set forth on the 2010 Balance Sheet, less payments thereon or thereby). The Sellerdischarges thereof prior to the Effective Time, and on the Owner Final Closing Statement; (e) any Liabilities of Seller that constitute trade payables due to suppliers as payment for GC Inventory and incurred by the Seller in the ordinary course of business, consistent with past practice, between the Balance Sheet Date and the Owner Member expressly acknowledge Effective Time and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, permitted by this Agreement (“Trade Payables”); (f) (i) any liability of Liability to any Hired Employees and any Acquired Subsidiary Employees (excluding the Seller and/or the Owner for TaxesRetained Employee), including without limitationin all cases, (A) any from and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including after the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”)Date, (ii) any liability Liability to any Post-Transition Employees (including Post-Transition Employees who are Temporarily Retained Employees) from and after the date of the Seller and/or the Owner in connection with any employee benefitshire by Buyer, (iii) any liability Liability of the Seller and/or the Owner under to any federalHired Employee, state Acquired Subsidiary Employee or local law, rule, regulation, ordinance, program, permit, Post-Transition Employee arising or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller accruing prior to the Closing Date, or insurance related mattersbut only, in the case of this clause (viii), to the extent specifically included in calculating the Final Working Capital, and (iv) any liabilities and obligations Liability under any Benefit Arrangement or Employee Plan of the Acquired Subsidiaries accruing from and after the Closing Date; provided, however, that Assumed Obligations will not include any Liability of Seller with for retention bonuses or other payments under any retention agreement or similar arrangement or amounts set forth on Schedule 4.12(a)(iv); (g) as may be required by Applicable Law, all Liabilities for sales commissions under any written sales commission (or similar) plan described in Schedule 2.03(g)and payable in respect of amounts received by Buyer following the Effective Time, even if not pursuant to a Benefit Arrangement assumed by Buyer; (h) the Excluded Assets, Liabilities of Seller described in Section 6.05(g); (vii) any liabilities arising under or Liability of Seller described in connection with an Employee Plan, or Schedule 2.03(i); and (viij) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless Tax Liabilities of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller Buyer set forth in Section 7.03(c) and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedSection 7.04.

Assumed Obligations. At From and after the ClosingEffective Date, Buyer shall assumesubject to the other terms and conditions of this Agreement (including the indemnification obligations in Section 4(c)(vi)): (i) Dynegy agrees to assume and to fully and timely pay, perform and discharge in full, and it is understood that neither LS Power nor any member of the LS Power Group shall agree have any further responsibility for, any Obligations associated with the ownership and operation of, or otherwise related to satisfy and discharge as the same shall become dueor arising from, the Seller’s obligations and liabilities first Dynegy Project Assets or the Dynegy Project Entities, including any Obligations arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such out of the Contracts as are set forth on Schedule 2.2.2 governing documents of any Dynegy Project Entity, and regardless of whether any such Obligation arose before or after the Effective Date (collectively, the “Dynegy Assumed Obligations”). Except It is acknowledged that (A) many if not all of the Dynegy Assumed Obligations constitute obligations of various of the Dynegy Project Entities (and not Dynegy itself) and (B) this Section 2(c)(i) is for the benefit of LS Power only, and nothing herein shall be construed to create any rights in favor of any third parties with respect to the Dynegy Assumed Obligations. (ii) LS Power agrees to assume and to fully and timely pay, Buyer shall not assume or be responsible at perform and discharge in full, and it is understood that neither Dynegy nor any time for any liability, obligation, Indebtedness or commitment member of the SellerDynegy Group shall have any further responsibility for, any Obligations associated with the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unassertedownership and operation of, or otherwise related to or arising from, the LS Power Project Assets or the LS Power Project Entities, including any Obligations arising out of the governing documents of any LS Power Project Entity, and regardless of whether any such Obligation arose before or after the Effective Date (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded LiabilitiesLS Power Assumed Obligations”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, It is acknowledged that (A) any and many if not all liabilities for Taxes relating to of the Purchased Assets or the LS Power Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability constitute obligations of various of the Seller pursuant to Section 5.4), LS Power Project Entities (and not LS Power itself) and (B) any and all liabilities this Section 2(c)(ii) is for Taxes the benefit of the Seller and/or the Owner for any periodDynegy only, and (C) nothing herein shall be construed to create any and all Tax liabilities that are incurred or become payable as a result rights in favor of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or third parties with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the LS Power Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedObligations.

Assumed Obligations. At Subject to the terms and conditions of this Agreement, at Closing, Buyer Buyers will assume and agree to pay, perform and discharge when due from and after the Closing Date, only those Liabilities (i) arising from the performance of warranty obligations in the ordinary course of business which relates to products sold or services provided prior to Closing by the Business; provided, however, that Sellers shall assumepromptly reimburse Buyers (and in any case no later than thirty (30) days after Sellers’ Representative’s receipt of a reasonably detailed invoice from Buyer’s Representative) for Buyers’ cost (without markup) in providing such warranty work, and shall (ii) that otherwise initially occur and are attributable to the period after Closing in respect of the Assigned Contracts and assigned to Buyers hereunder in conformity with the provisions of such Assigned Contracts (and that do not relate to or arise out of any breach of any representation, warranty or covenant of Sellers or Flotek hereunder or under such Assigned Contracts). The Liabilities assumed by Buyers under this Section 2.02 are collectively referred to as the “Assumed Obligations.” Nothing herein prevents Buyers from contesting in good faith any of the Assumed Obligations. Sellers agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent all Liabilities that are not assumed by Buyers pursuant to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closingterms of this Agreement, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such whether known as of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”)date hereof or thereafter determined. Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any Sellers represent that all payments due and all sales or use, income or other Taxes arising out obligations to be performed as of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability in respect of the Seller pursuant to Section 5.4), (B) any Assigned Contracts and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, have been timely made and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedperformed.

Assumed Obligations. At Effective as of the ClosingEffective Time, Buyer shall assumein consideration of the representations, warranties and shall agree to satisfy and discharge as the same shall become duecovenants of MPC contained herein, the Seller’s obligations contribution, conveyance, transfer, assignment and liabilities first arising subsequent delivery of the MPC Transferred Assets and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SPP Refining unconditionally and absolutely accepts and assumes from MPC the following obligations, but excluding the MPC Retained Obligations (the “SPP Refining Assumed MPC Obligations”): (a) except as otherwise expressly provided in this Refining Contribution Agreement, all Obligations, Claims and Losses to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, extent arising out of or incurred with respect to, this Agreement and relating to the transactions contemplated hereby Refinery Business or the Other Acquisition ownership, operation or use of the Refinery Assets at any time after the Effective Time; (including b) all Obligations associated with the Transferred Refinery Contracts and Transferred Refinery IP Agreements (but only to the extent such Obligations are performable after and relate to goods or services delivered or provided (or to be delivered or provided) after the Effective Time); (c) all Obligations associated with compliance with the Transferred Refinery Permits at any time after the Effective Time; (d) purchase orders solely related to the Refinery Business or the Refinery Assets and all sales accepted by MPC in the ordinary course of business consistent with past practice that have not as of the Effective Time been filled; (e) Taxes relating to the Refinery Assets or use, income or other Taxes arising out of the transactions contemplated hereby Refinery Business after the Effective Time, to the extent provided in Article 7; (f) all Obligations, costs and expenditures arising out of or thereby). The Sellerrequired under any Existing Refinery Consent Decree or Existing Refinery Soil & Groundwater Consent Decree, in each case, that are incurred after the Owner and the Owner Member expressly acknowledge and agree thatEffective Time, except for to the Assumed extent such Obligations, the Seller, the Owner costs and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that expenditures are the liability of the Seller retained by MPC pursuant to Section 5.42.4(c) or Section 6.1(c), ; and (Bg) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded SPP Refining Assumed Refinery Remediation Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At On the ClosingClosing Date, Buyer shall assumewill deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer will assume and agree to discharge all of the debts, liabilities, obligations, duties, and shall agree to satisfy responsibilities of Seller of any kind and discharge as the same shall become duedescription, the Seller’s obligations and liabilities first arising subsequent whether absolute or contingent, monetary or non-monetary, direct or indirect, known or unknown, or matured or unmatured, or of any other nature, to the Closing (excluding any obligations or liabilities that relate extent related to the period preceding Purchased Assets or the ClosingBusiness, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 other than Excluded Liabilities (collectively, the “Assumed Obligations”). Except for , in accordance with the Assumed Obligationsrespective terms and subject to the respective conditions thereof, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment including the following liabilities and obligations: (a) all liabilities and obligations of Seller under the SellerBusiness Agreements, the Owner Franchises, the Transferable Permits, the Transferable Environmental Permits, the Preferential Purchase Rights assigned to Buyer pursuant to Section 7.10(c), and the Allocated Rights and Obligations transferred to Buyer pursuant to Section 7.4(e), and any other agreements or contractual rights assigned to Buyer pursuant to the Owner Memberterms of this Agreement, whether absolute or contingentexcept as provided in Section 2.4(b); (b) all liabilities and obligations of Seller with respect to customer deposits, accrued or unaccrued, asserted or unasserted, or otherwise customer advances for construction and other similar items reflected in the applicable FERC Accounts set forth on Exhibit 3.1; (such liabilities, c) all liabilities and obligations relating to unperformed service obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, Easement relocation obligations, debts or commitments of the Sellerand engineering and construction required to complete scheduled construction, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicableconstruction work in progress, and Buyer shall not assume other capital expenditure projects, in each case related principally to the Business and outstanding on or otherwise be obligated to pay, perform, defend or discharge, arising after the Effective Time; (id) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to and obligations associated with the Purchased Assets or the Assumed Obligations Business in respect of Taxes for which Buyer is liable pursuant to Section 3.4 or Section 7.7; MINNESOTA GAS (e) all liabilities and obligations for which Buyer is responsible pursuant to Section 7.9; (f) all liabilities, obligations, Environmental Claims, and demands arising under, in respect of, or relating to compliance or non-compliance by Seller with past, present, and future Environmental Laws, existing, arising, or asserted with respect to all periods prior to and including the Business or the Purchased Assets, whether before, on, or after the Closing Date (the “Assumed Environmental Liabilities”). For avoidance of doubt, the Assumed Environmental Liabilities include all liabilities and obligations (including liabilities and obligations based upon the presence, Release, or threatened Release of Hazardous Materials at any location whatsoever) of Seller directly or indirectly relating to, caused by, or arising in connection with the operation, ownership, use, or other control of or activity at or relating to any installation, facility, plant (including any Taxes that are the liability of the Seller pursuant to Section 5.4manufactured gas plant), or site (Bincluding any manufactured gas plant site) that at the Closing is, or at any and all liabilities for Taxes time prior to the Closing was, (i) operated, owned, leased, or otherwise under the control of or attributed to any of Seller, the Business, or any predecessor in interest of Seller and/or or the Owner for any periodBusiness, and (Cii) located in the Territory or any areas previously served by the Business or any predecessor of the Business; (g) all liabilities and obligations of Seller or Buyer arising on or after the Effective Time under (i) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect Regulatory Orders applicable to the transfer of Business or the Purchased Assets, or (ii) imposed on Buyer or the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner Business in connection with any employee benefits, Required Regulatory Approval; and (iiih) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payableset forth on Schedule 2.3(h), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At On the ClosingClosing Date, the Buyer shall assume, deliver to the Seller the Instrument of Assumption pursuant to which the Buyer shall assume and shall agree to satisfy discharge all of the liabilities and discharge as the same shall become due, obligations of the Seller’s obligations and liabilities first arising subsequent , direct or indirect, known or unknown, absolute or contingent, which relate exclusively to the Closing Purchased Assets or the Business, other than Excluded Liabilities (excluding any obligations or liabilities that relate the "Assumed Obligations"), in accordance with the respective terms and subject to the period preceding the Closingrespective conditions thereof, including, without limitation, the following liabilities and obligations: (a) all liabilities and obligations of the Seller under the Seller's Agreements and the Transferable Permits in accordance with the terms thereof, except, in each case, to the extent such liabilities and obligations, but for a breach or liabilities arising default by the Seller, would have been paid, performed or accruing with respect otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any such breach or default or breach by the Seller prior to the Closing; (b) under such all liabilities and obligations relating to any customer deposits and customer advances of the Contracts as are set forth on Schedule 2.2.2 Business; (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (ic) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to and obligations associated with the Purchased Assets or the Assumed Obligations Business in respect of Taxes for which the Buyer is liable pursuant to Section 3.4 or 7.8(a); (d) all liabilities and obligations with respect to all periods prior the New Buyer Employees to and including be employed by the Buyer in the conduct of the Business after the Closing Date (including any Taxes that are for which the liability of the Seller Buyer is responsible pursuant to Section 5.4)7.10; and (e) except as otherwise provided in Section 2.4, (B) any and all liabilities for Taxes of the Seller and/or the Owner for any periodliability, and (C) any and all Tax liabilities that are incurred obligation or become payable responsibility under or related to former, current or future Environmental Laws, whether such liability or obligation or responsibility is known or unknown, contingent or accrued, arising as a result of or in connection with (i) any violation or alleged violation of Environmental Law, prior to, at or after the transactions contemplated by this Agreement (including but not limited to any transferClosing Date, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer ownership of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), the operation of the Business; (ii) any liability loss of the Seller and/or the Owner in connection with any employee benefitslife, (iii) any liability of the Seller and/or the Owner under any federal, state injury to persons or local law, rule, regulation, ordinance, program, permit, property or other legal requirement relating damage to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller natural resources (whether or not owned such loss, injury or damage arose or was made manifest before the Closing Date or arises or becomes manifest after the Closing Date), caused (or allegedly caused) by the Seller)(A) off-site disposal, (iv) any liability pertaining to services provided by storage, transportation, discharge, recycling, or the Seller arrangement for such activities, of Hazardous Substances, prior to to, at or after the Closing Date, in connection with the ownership of the Purchased Assets or insurance related mattersthe operation of the Business, or (vB) the presence or Release of Hazardous Substances at, on, in, under, adjacent to or migrating from any of the Purchased Assets prior to, at or after the Closing Date, including, but not limited to, Hazardous Substances contained in building materials in any of the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at, on, in, under, adjacent to or migrating from any of the Purchased Assets; (iii) the investigation or remediation (whether or not such investigation or remediation commenced before the Closing Date or commences after the Closing Date) of Hazardous Substances that are present or have been Released prior to, at or after the Closing Date at, on, in, under, adjacent to or migrating from the Purchased Assets, including, but not limited to, Hazardous Substances contained in building materials in any of the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at, on, in, under, adjacent to or migrating from any of the Purchased Assets; or (iv) the matters listed on Schedule 5.9 ("Environmental Liabilities"); provided, however, that Buyer only assumes the first $10,000,000 in Environmental Liabilities in the aggregate to be expended in the five years from the date of Closing arising from Seller's operation of the Business, or the ownership, operation, use or environmental condition of the Purchased Assets prior to the Closing, and provided further that, as between Buyer and Seller, Buyer shall assume all Environmental Liabilities resulting from its operation of the Business or the ownership, operation or use of the Purchased Assets, or environmental conditions thereon caused or exacerbated, after the Closing and all Environmental Liabilities arising after the fifth anniversary of the Closing regardless of who operated the Business giving rise to such liabilities ( the "Buyer Environmental Liabilities"). In addition, in the event there are any liabilities or obligations relating to both the Business and the Purchased Assets and to Seller's other businesses, Buyer and Seller shall share such liabilities and obligations based upon the benefits to each of the Seller with respect to Business and the Excluded Purchased Assets, (vi) any liabilities on the one hand, and Seller's other businesses, on the other hand, arising under from the creation or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless occurrence of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedobligations.

Assumed Obligations. At (a) On the ClosingClosing Date, the Buyer shall assume, deliver to the Seller the Instruments of Assumption pursuant to which the Buyer shall assume and shall agree to satisfy discharge all of the liabilities and discharge as the same shall become due, obligations of the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations , direct or liabilities that indirect, known or unknown, absolute or contingent, which relate to the period preceding Purchased Assets, other than Excluded Liabilities, in accordance with the Closingrespective terms and subject to the respective conditions thereof, including, without limitation, obligations or the following liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, and obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, : (i) any liability all liabilities and obligations of the Seller and/or under (a) the Owner for Taxes, including without limitationTransferable Permits associated with the Purchased Assets in accordance with the terms thereof, (Ab) any and all liabilities for Taxes contractual obligations of the Seller relating to the Purchased Assets which survive following the Closing, which are transferable, which were entered into in the ordinary course of business and which are not, individually or in the Assumed Obligations with respect aggregate, material to all periods the Purchased Assets, and (c) liabilities for fuel and stores in transit; except in each case, to the extent such liabilities and obligations, but for a breach hereunder by the Seller, would have been paid, performed or otherwise discharged on or prior to and including the Closing Date or to the extent the same arise out of any such breach; (including any ii) all liabilities and obligations associated with the Purchased Assets in respect of Taxes that are for which the liability of Buyer is liable pursuant to Sections 3.4 or 7.8; (iii) all liabilities and obligations associated with the Purchased Assets for which the Buyer has agreed to indemnify the Seller pursuant to Section 5.4), 9.1; (Biv) all liabilities and obligations with respect to the Employees employed at the Purchased Assets after the Closing Date for which the Buyer is responsible pursuant to Section 7.10 and the terms of the Collective Bargaining Agreement; (v) any and all liabilities for Taxes of liability, obligation or responsibility under or related to former, current or future Environmental Laws or the Seller and/or the Owner for any periodcommon law, and (C) any and all Tax liabilities that are incurred whether such liability or become payable obligation or responsibility is known or unknown, contingent or accrued, arising as a result of or in connection with (a) except as set forth in Section 2.4(iii), any violation or alleged violation of Environmental Law, whether prior to or on or after the transactions contemplated by this Agreement (including but not limited to any transferClosing Date, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer ownership or operation of the Purchased Assets Assets; (b) loss of life, injury to Buyer, and any recording persons or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state property or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating damage to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller natural resources (whether or not owned such loss, injury or damage arose or was made manifest before the Closing Date or arises or becomes manifest after the Closing Date), caused (or allegedly caused) by the Seller)presence or Release of Hazardous Substances at, (iv) any liability pertaining on, in, under, adjacent to services provided by or migrating from the Seller Purchased Assets either prior to or on or after the Closing Date, including, but not limited to, Hazardous Substances contained in building materials at the Purchased Assets or insurance related mattersin the soil, surface, water, sediments, groundwater, landfill cells, or in other environmental media at or adjacent to the Purchased Assets; (vc) loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by the off-site disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities, of Hazardous Substances, on or after the Closing Date, in connection with the ownership or operation of the Purchased Assets; (d) the investigation and/or remediation (whether or not such investigation or remediation commenced before the Closing Date or commences after the Closing Date) of Hazardous Substances that are present or have been Released either prior to or on or after the Closing Date at, on, in, under, adjacent to or migrating from the Purchased Assets, including, but not limited to, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at or adjacent to the Purchased Assets and (e) the investigation and/or remediation of Hazardous Substances that are disposed, stored, transported, discharged, Released, recycled, or the arrangement of such activities, on or after the Closing Date, in connection with the ownership or operation of the Purchased Assets, at any off-site location; provided, as to all of the above, that nothing set forth in this subsection 2.3(a) shall require the Buyer to assume any liabilities that are expressly excluded in Section 2.4; (vi) all liabilities and obligations, other than fines, penalties or assessments, of the Seller with respect to the Purchased Assets under the agreements or consent orders set forth on Schedule 5.11; (vii) all liabilities incurred by the Seller with respect to Maintenance Expenditures and Capital Expenditures associated with the Purchased Assets but only to the extent such liabilities were included in the Maintenance and Capital Expenditures Amount; (viii) any liabilities and Taxes on the ownership, sale, operation or use of the Purchased. Assets on or after the Closing Date; except for any Income Taxes attributable to income (including, proceeds representing the Purchase Price or proceeds of other asset sales) received by the Seller; (ix) all obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior operation and ownership of the Purchased Assets pursuant to the Closing Date agreements described in Section 7.13; and (including, without limitation, x) the obligations of the Seller Note Payable), regardless set forth on Schedule 5.16. (b) All of whether such the foregoing liabilities and obligations to be assumed by the Buyer under Section 2.3(a) (excluding any Excluded Liabilities) are disclosed on referred to herein as the Schedules to "Assumed obligations." It is understood and agreed that nothing in this Agreement. The Section 2.3 shall constitute a waiver or release of any claims arising out of the contractual relationships between the Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At (a) On the ClosingClosing Date, the Buyer shall assume, deliver to the Seller the Instruments of Assumption pursuant to which the Buyer shall assume and shall agree to satisfy discharge all of the liabilities and discharge as the same shall become due, obligations of the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations , direct or liabilities that indirect, known or unknown, absolute or contingent, which relate to the period preceding Purchased Assets, other than Excluded Liabilities, in accordance with the Closingrespective terms and subject to the respective conditions thereof, including, without limitation, obligations or the following liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, and obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, : (i) any liability all liabilities and obligations of the Seller and/or under (a) contractual obligations of the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes Seller relating to the Purchased Assets which survive following the Closing, which are transferable, which were entered into in the ordinary course of business and which are not, individually or in the Assumed Obligations aggregate, material to the Purchased Assets and which do not provide for annual payments of more than $100,000 individually or $500,000 in the aggregate or which are listed on Schedule 5.16(a), (b) the contracts, leases and other agreements entered into by the Seller with respect to all periods the Purchased Assets after the date hereof consistent with the terms of this Agreement and (c) liabilities for fuel and stores in transit; except in each case, to the extent such liabilities and obligations, but for a breach thereunder by the Seller, would have been paid, performed or otherwise discharged on or prior to and including the Closing Date or to the extent the same arise out of any such breach; (including any ii) all liabilities and obligations associated with the Purchased Assets in respect of Taxes that are for which the liability Buyer is liable pursuant to Sections 3.4 or 7.8; (iii) all liabilities and obligations with respect to the employees of Buyer employed at the Seller Purchased Assets after the Closing Date for which the Buyer is responsible pursuant to Section 5.4), 7.10 and the terms of the Collective Bargaining Agreement; (Biv) any and all liabilities for Taxes of the Seller and/or the Owner for any periodliability, and (C) any and all Tax liabilities that are incurred obligation or become payable responsibility under or related to former, current or future Environmental Laws, whether such liability or obligation or responsibility is known or unknown, contingent or accrued, arising as a result of or in connection with (a) any violation or alleged violation of Environmental Law on or after the transactions contemplated by this Agreement (including but not limited to any transferClosing Date, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer ownership or operation of the Purchased Assets; (b) loss of life, injury to persons or property or damage to natural resources, caused (or allegedly caused) by the presence or Release of Hazardous Substances at, on, in, under, adjacent to or migrating from the Purchased Assets on or after the Closing Date, including, but not limited to, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface, water, sediments, groundwater, landfill cells, or in other environmental media at or adjacent to the Purchased Assets; (c) loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by the off-site disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities, of Hazardous Substances on or after the Closing Date, in connection with the ownership or operation of the Purchased Assets; (d) the investigation, monitoring, containment and/or remediation (whether or not such investigation or remediation commenced before the Closing Date or commences after the Closing Date) of Hazardous Substances that are present or have been Released either prior to or on or after the Closing Date at, on, in, under, adjacent to or migrating from the Purchased Assets, including, but not limited to, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at or adjacent to the Purchased Assets and (e) the investigation and/or remediation of Hazardous Substances that are disposed, stored, transported, discharged, Released, recycled, or the arrangement of such activities, on or after the Closing Date, in connection with the ownership or operation of the Purchased Assets, at any off-site location; provided, as to all of the above, that nothing set forth in this subsection 2.3(a) shall require the Buyer to assume any liabilities that are expressly excluded in Section 2.4; -13- 18 (v) all liabilities incurred by the Seller with respect to Maintenance Expenditures and Capital Expenditures associated with the Purchased Assets but only to the extent such liabilities were included in the Maintenance and Capital Expenditures Amount; (vi) any Taxes on the ownership, sale, operation or use of the Purchased Assets to Buyer, and any recording on or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to after the Closing Date, ; except for any Income Taxes attributable to income or insurance related matters, gain (vincluding proceeds representing the Purchase Price or proceeds of other asset sales) any liabilities and of the Seller; and (vii) all obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior operation and ownership of the Purchased Assets pursuant to the Closing Date agreements described in Section 7.13. (including, without limitation, b) All of the Seller Note Payable), regardless foregoing liabilities and obligations to be assumed by the Buyer under Section 2.3(a) (excluding any Excluded Liabilities) are referred to herein as the "Assumed Obligations." It is understood and agreed that nothing in this Section 2.3 shall constitute a waiver or release of whether such liabilities are disclosed on any claims arising out of the Schedules to this Agreement. The contractual relationships between the Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At (a) Except as otherwise provided in the ClosingTBA, from and after the Closing Date, Buyer shall assumeassume and pay, perform and discharge the following liabilities and obligations relating to the Stations, but in each case only to the extent first accruing, and only with respect to periods, after the Closing Date (the "Assumed Obligations"): (i) liabilities and obligations arising or accruing after the Closing Date with respect to any (i) all contracts, agreements, leases, licenses or other understandings or arrangements listed in Schedule 5.8(A) of the Disclosure --------------- Schedule and marked with an asterisk (*) to indicate that it is an "Assumed Contract", (ii) all Advertising Contracts (including Trade Agreements), and (iii) any other contract, agreement, lease, license or other understanding or arrangement entered into by any of Sellers with respect to any of the Stations pursuant to Section 7.1 hereof; (ii) liabilities and obligations arising or accruing after the Closing Date with respect to Buyer's ownership of the Purchased Assets and Buyer's operation of the Stations; and (iii) liabilities and obligations arising after the Closing Date, with respect to any property taxes, regulatory fees and other governmental charges on the Purchased Assets or the Stations for periods after the Closing Date during which Buyer owned the Stations. (b) Notwithstanding anything to the contrary contained herein, the Assumed Obligations shall agree not include any of the following debts, commitments, obligations or liabilities of any of Sellers (herein collectively referred to satisfy and discharge as the same shall become due"Excluded Liabilities"): (i) any obligation or liability of any of Sellers based upon acts or omissions of any of Sellers occurring on or after the Closing Date; (ii) except as otherwise expressly provided in the TBA, the Seller’s any liabilities or obligations and liabilities first of any of Sellers resulting or arising subsequent from claims for personal injury or property damage arising prior to the Closing Date or out of any breach or default prior to the Closing Date by any of Sellers of any contract, commitment or obligation, whether imposed by law or otherwise; (excluding iii) any obligations of either of Sellers under any stock option, stock purchase or profit-sharing plans or under any outstanding qualified or non-qualified stock options; (iv) any liabilities that relate of either of Sellers to any of its present or former stockholders or partners as such or arising out of any action by either of Sellers in connection with the transactions contemplated by this Agreement; (v) any and all obligations of either of Sellers for indebtedness for borrowed money, including without limitation, capitalized leases for equipment not assumed by Buyer hereunder and amounts advanced by either of Sellers or any affiliate thereof to Seller or amounts otherwise owed or payable by either of Sellers to either of Sellers or any affiliate thereof, and any and all other intercompany obligations (whether current or long-term); (vi) except as otherwise expressly provided in the TBA, any and all debts, liabilities and obligations of either of Sellers incurred or accrued with respect to any period, or circumstances, or state of facts or occurrences, on or prior to the period preceding Closing Date, relating to bonuses, salaries, wages, commissions, incentive compensation, compensated absences, workmen's compensation, FICA, unemployment taxes, employee benefits, medical and health, deferred compensation, wage continuation, severance, termination, pension (including any unfunded accrued or vested obligation), section 401(k) plans, cafeteria, child care, retirement, profit-sharing or similar plans or arrangements, with respect to any current or former employees of Sellers whether or not such employees become employees of Buyer; (vii) any and all domestic and foreign federal, state and local income, gains, or franchise Tax liabilities, imposed on either of Sellers or with respect to income or activities thereof, including interest and penalties, if any, imposed in respect of such taxes, and including any income or gains Tax with respect to the Closingtransactions contemplated by this Agreement; (viii) any and all liabilities and obligations of either of Sellers arising under this Agreement or any of the Seller Documents (including, without limitation, indemnification obligations and obligations to pay expenses arising out of the Agreement), or from its failure to perform any of its agreements contained therein or incurred by it in connection with the consummation of the transactions contemplated thereby, or for which either of Sellers is responsible under this Agreement, including, without limitation, fees of Sellers' lawyers, accountants and other advisors; (ix) except as otherwise expressly provided in the TBA, any and all liabilities and obligations or liabilities arising or accruing with respect to claims, suits, legal, administrative, arbitral or other actions, proceedings and judgments with respect to causes of action or disputes arising, and other non-contractual liabilities of either of Sellers asserted or imposed, or arising out of, any default events occurring, or breach by the Seller circumstances or state of facts existing, on or prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for TaxesClosing Date, including without limitation, personal injury, negligence, deceptive trade practices, libel or slander; (Ax) except as otherwise expressly provided in the TBA, any and all liabilities for Taxes relating to and obligations of either of Sellers based on or arising from the Purchased Assets presence, use, disposal or treatment of any Hazardous Substance (as defined below) on, about or from any of the Assumed Obligations with respect to all periods Real Properties or any discharge or release of a Hazardous Substance on or prior to and including the Closing Date (including or failure to obtain any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred license or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner permit required in connection with any employee benefitsHazardous Substance or arising out of any non-compliance with any federal, (iii) foreign, state or local environmental, health or safety law, ordinance, code, rule regulation, order or requirement, in each case based on or arising from any liability act, transaction, state of facts or other condition or conduct which existed on or before the Seller and/or the Owner under Closing Date. The term "Hazardous Substance" as used in this Agreement shall include, without limitation, gasoline, oil and other petroleum products, explosives, radioactive materials and related and similar materials, and any other substance or material defined as a hazardous, toxic or polluting substance or material by any federal, state or local law, ruleordinance, rule or regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances including asbestos and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.asbestos-containing materials;

Assumed Obligations. At the Closing, Buyer Purchaser shall assume, and shall agree to satisfy and discharge as the same shall become due, (i) the Seller’s liabilities and other obligations and liabilities first arising subsequent to the Closing under the Transferred Contracts and (excluding any ii) the obligations or liabilities that listed on Schedule 1.01(d) hereto, which relate to the period preceding Assets (collectively the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “"Assumed Obligations”"). Except for the Assumed Obligationsliabilities and other obligations of DCA existing on the date hereof or entered into by DCA in the ordinary course of business, Buyer consistent with past practices or as expressly set forth in this paragraph (d) or except as otherwise expressly set forth herein, Purchaser shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner Sellers or the Owner MemberDental Practices, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”)otherwise, including but not limited to any liabilities, obligations, debts or commitments of Sellers and the Seller, the Owner or the Owner Member Dental Practices incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or usesales, income or other Taxes taxes arising out of the transactions contemplated hereby or therebyhereby). The SellerWithout limiting the generality of the foregoing, except as otherwise expressly set forth herein, the Owner and the Owner Member Sellers expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member that they shall retain, as applicable, and Buyer that Purchaser shall not assume or otherwise be obligated to pay, perform, defend or discharge, (ia) any liability of the any Seller and/or the Owner or Dental Practice for TaxesTaxes (as such term is defined in Section 8.01(p) below), including without limitationwhether measured by income or otherwise, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (iib) any liability of the any Seller and/or the Owner or Dental Practice in connection with any employee benefitsPlan (as such term is defined in Section 3.07(a)(i) below) or Benefit Program or Agreement (as such term is defined in Section 3.07(a)(i) below), including, without limitation, any liability of the Sellers under ERISA (as such term is defined in Section 3.07(a)(i) below), (iiic) any liability of the any Seller and/or the Owner under any federal, state Permit or local law, rule, regulation, ordinance, program, permit, or other legal requirement Legal Requirement relating to health, safety, hazardous substances and Hazardous Materials and/or environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (viid) any obligation of DCA to any Person claiming to have a right to acquire any capital stock or other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless securities of whether such liabilities are disclosed on the Schedules to this AgreementDCA. The Seller and the Owner further agree InterDent agrees to satisfy and discharge, discharge as the same shall become duedue all obligations and liabilities of each Seller, all Excluded Liabilities. Buyer’s assumption of DCA and the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement Dental Practices not been consummatedspecifically assumed by Purchaser hereunder.

Assumed Obligations. At In addition to the payment of the Purchase Price, Buyer shall, as part of the Closing, assume the specific liabilities, obligations, contracts and agreements of Seller listed on Schedule 3 (collectively, the "Assumed Obligations"). Notwithstanding any other provisions in this Agreement to the contrary, Buyer shall assume, and shall agree to satisfy and discharge as assume the same shall become due, the Seller’s obligations and liabilities first arising subsequent Assumed Obligations only to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities extent arising or accruing from and after the Closing Date, and Buyer shall have no duty or obligation whatsoever with respect to any default duties or breach by obligations of Seller arising or accruing before the Seller prior Closing Date (all of which shall be the sole responsibility and liability of Seller). Notwithstanding any other provision in this Agreement to the Closing) contrary, Seller shall have no duty or obligation whatsoever with respect to any duties or obligations of Buyer arising or accruing under such any of the Contracts as are set forth on Schedule 2.2.2 Assumed Obligations after the Closing Date (collectively, all of which shall be the “Assumed Obligations”sole responsibility and liability of Buyer). Except for the Assumed Obligations, Buyer shall not assume or be responsible at become obligated or liable with respect to any time for any liability, obligation, Indebtedness obligation or commitment liability of the Seller, including, but not limited to, any liability or obligation of Seller related to any litigation to which Seller is a party. Subject to the Owner or terms and conditions of this Agreement, Buyer and Seller shall execute and deliver on the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise Closing Date an Assignment and Assumption Agreement substantially in the form of Exhibit C attached hereto and incorporated herein by this reference (such liabilities, obligations, Indebtedness the "Assignment and commitments, other than Assumption Agreement") pursuant to which Buyer shall assume the Assumed Obligations and Seller shall assign the Assumed Obligations, collectively, the “Excluded Liabilities”), including but . Seller is not limited to any liabilities, obligations, debts in material breach or commitments of the Seller, the Owner or the Owner Member incident to, arising out violation of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner default under any federal, state terms of any Assumed Obligation. On or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, Seller shall obtain the necessary consents or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or approvals required in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption Seller's assignment of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedObligations.

Assumed Obligations. At On the ClosingClosing Date, Buyer shall assumewill deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer will assume and agree to discharge all of the debts, liabilities, obligations, duties, and shall agree to satisfy responsibilities of Seller of any kind and discharge as the same shall become duedescription, the Seller’s obligations and liabilities first arising subsequent whether absolute or contingent, monetary or non-monetary, direct or indirect, known or unknown, or matured or unmatured, or of any other nature, exclusively related to the Closing Purchased Assets or the Business, other than the Excluded Liabilities (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for , in accordance with the Assumed Obligationsrespective terms and subject to the respective conditions thereof, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of including the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise following liabilities and obligations (such liabilities, obligations, Indebtedness and commitmentsin each case, other than the Assumed Obligations, collectivelyExcluded Liabilities): (a) (i) all liabilities and obligations of Seller under the Business Agreements, the “Excluded Liabilities”Real Property Leases, the Franchises, the Easements and Shared Easements, the Transferable Permits, the Transferable Environmental Permits and the Allocated Rights and Obligations transferred to Buyer pursuant to Section 7.4(e), including but not limited the Telecommunication Network Elements and any other agreements, obligations or contractual rights assigned to any liabilities, obligations, debts or commitments Buyer pursuant to the terms of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and (ii) all liabilities and obligations of Seller to third parties that Buyer agrees to assume pursuant to any Shared Easement Rights, Alternate Arrangements or Shared Telecommunication Network Element Rights; (b) all liabilities and obligations of Seller for trade accounts payable (which shall be determined net of checks issued by Seller but not yet presented for payment) and other accrued and unpaid current expenses, in each case in respect of goods acquired and services incurred exclusively by or for the transactions contemplated hereby Business; (c) all liabilities and obligations of Seller with respect to customer deposits, customer advances for construction and other similar items related exclusively to the Business or the Other Acquisition Purchased Assets; (including any d) all liabilities and all sales or useobligations relating to unperformed service obligations, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicableEasement relocation obligations, and Buyer shall not assume engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, in each case related exclusively to the Business or otherwise be obligated to pay, perform, defend the Purchased Assets and outstanding on or discharge, arising after the Effective Time; (ie) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to and obligations associated with the Purchased Assets or the Assumed Obligations Business in respect of Taxes for which Buyer is liable pursuant to Section 3.4 or Section 7.7; (f) all liabilities and obligations for which Buyer is expressly responsible pursuant to Section 7.9, including the liabilities and obligations described in Section 7.9(f) relating to Post-Retirement Welfare Benefits; (g) all liabilities, obligations, Environmental Claims, and demands arising under, in respect of, or relating to compliance or non-compliance by Seller or Buyer with past, present, and future Environmental Laws, existing, arising, or asserted exclusively with respect to all periods prior to and including the Business or the Purchased Assets, whether before, on, or after the Closing Date (including any Taxes that are the liability “Assumed Environmental Liabilities”); (h) all liabilities and obligations of the Seller pursuant to Section 5.4), or Buyer under (Bi) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect Regulatory Orders applicable to the transfer of Business or the Purchased Assets, or (ii) imposed on Buyer or the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner Business in connection with any employee benefits, Required Regulatory Approval; and (iiii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance regulatory related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payableset forth on Schedule 2.3(i), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At the Closing, Buyer Purchaser shall assume, assume and shall agree to satisfy timely discharge the obligations of Seller under all contracts and discharge as agreements transferred by Seller to Purchaser under this Agreement that are listed and described on Schedule 2.1(p) or that are (a) listed and described on Schedule 4.8 or on the same shall become due, the Seller’s obligations updated list of contracts required by Section 10.5 and liabilities first arising subsequent (b) accepted in writing by Purchaser pursuant to the Closing (excluding provisions of Section 4.8 or Section 10.5; provided that Purchaser specifically does not assume any obligations liabilities of Seller under any contracts or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing agreements with respect to any default breaches of such contracts or breach by agreements occurring on or before the Seller prior Closing Date or any damages to third parties resulting from acts, events or omissions occurring on or before the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”)Closing Date. Except for the Assumed Obligationsobligations expressly assumed by Purchaser pursuant to this Agreement, Buyer Seller shall take full and complete responsibility for all of its respective liabilities, debts and obligations, whether known or unknown, now existing or hereafter arising, contingent or liquidated (the "Retained Liabilities"), and Purchaser shall not assume assume, or in any way be liable or responsible at for, any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Retained Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member Retained Liabilities shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (includinginclude, without limitation, the following: (a) the responsibility for contributions to, or any liability in connection with, any employee pension benefit plan, any employee welfare benefit plan, or other employee benefit agreement or arrangement maintained by Seller Note Payable)for its employees, regardless of whether such liabilities are disclosed on former employees, retirees, their beneficiaries or any other person, and any continuation coverage (including any penalties, excise taxes or interest resulting from the Schedules failure to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption provide continuation coverage) required by Section 4980B of the Assumed Obligations shall in no way expand the rights Code due to qualifying events which occur on or remedies before Closing Date; (b) any liability or obligation of third parties against Buyer as compared Seller, or any consolidated group of which Seller is a member, for any federal income tax or state franchise tax, or for any foreign, federal, state, commonwealth, county or local taxes of any kind or nature, or any taxes levied by any other legitimate taxing authority, or any interest or penalties thereon, except for any proration and assumption thereof by Purchaser pursuant to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.Article 21 hereof;

Assumed Obligations. At the Closing, Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, (i) all trade accounts payable incurred in the ordinary course of the Division's business in respect of inventory on order title to which has not passed to Seller as of the Effective Time, (ii) Seller’s 's and/or the Division's liabilities and other obligations and liabilities first arising in respect of periods subsequent to the Closing Effective Time under (excluding A) the Leases, (B) the Contracts listed on Section 3.10 of Seller Disclosure Statement (other than the Contracts which are designated as non-assumed Contracts on the Seller Disclosure Statement) and (C) any obligations or liabilities that relate Contract entered into in the ordinary course of business solely relating to the period preceding Division's business or the Closing, including, without limitation, obligations or liabilities arising or accruing with respect Assets that is not required to any default or breach by be set forth in the Seller prior Disclosure Statement pursuant to Section 3.10, and (iii) the Closing) under such of the Contracts as are set forth obligations listed on Schedule 2.2.2 1.01(c) (collectively, collectively the “"Assumed Obligations”"). Except for the Assumed Obligationsas expressly set forth in this paragraph (c), Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”)otherwise, including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member Seller incident to, arising out of or incurred with respect to, this Agreement and consummation of the transactions contemplated hereby or the Other Acquisition (including including, subject to Section 6.10, any and all sales or usesales, income or other Taxes arising out of the transactions contemplated hereby or therebyhereby). The Seller, the Owner and the Owner Member Seller expressly acknowledge acknowledges and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member agrees that Seller shall retain, as applicable, and that Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (ia) any liability of Seller that is not directly related to the Seller and/or the Owner Division and any liability for Taxes, whether measured by income or otherwise, including without limitation, (A) any and all liabilities liability for Taxes relating related to the Purchased Assets or business of the Assumed Obligations with respect to all Division for periods ending prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4)Effective Time, (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (iib) any liability of Seller or the Seller and/or the Owner Division in connection with any employee benefitsBenefit Plans (as that term is defined in Section 3.15), including, without limitation, any liability of Seller or the Division under ERISA (as defined in Section 3.15), (iiic) any liability of the Seller and/or the Owner Division under any federal, state or local law, rule, regulation, ordinance, program, permitPermit, or other legal requirement Legal Requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business Division's business and/or the facilities used by the Seller Assets (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller that accrued prior to the Closing Date, (d) any liability of Seller, the Division or insurance related mattersBuyer in connection with the sale of the Assets or any other aspect of the Division's business under any Legal Requirements relating to bulk transfers, (ve) any product liability pertaining to products sold or manufactured by and/or on behalf of the Division and/or Seller in connection with the Division's business prior to the Closing Date, (f) any liabilities and or obligations arising from or caused by breach of the Seller with respect to the Excluded Assetscontract, (vi) any liabilities arising under breach of warranty, tort, infringement or in connection with an Employee Plan, or (vii) any other liabilities arising violation of law that occurred prior to the Closing Date or (includingg) any liabilities or obligations arising from or directly or indirectly related to the Division's business that occurred prior to the Closing Date, including without limitation, any obligations to employees of the Division (other than Assumed Obligations). Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree agrees to satisfy and discharge, discharge as the same shall become due, due all Excluded Liabilitiesobligations and liabilities of Seller and/or the Division not specifically assumed by Buyer hereunder. Buyer’s 's assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner Division had the transactions contemplated by this Agreement not been consummated.

Assumed Obligations. At the Closing, Buyer shall assume, assume and shall agree to satisfy and discharge as the same shall become due, the Seller’s due only those liabilities and obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the "Assumed Liabilities") of Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively2.4. Each of the obligations under the Assumed Liabilities to be assumed by Buyer hereunder and under the Assignment and Assumption Agreement will be independently assumed subject to the representations, the “Assumed Obligations”)warranties, covenants and conditions made herein as to that obligation. Except for as expressly provided in the Assumed Obligationsfirst sentence of this Section 2.4, neither Parent nor Buyer shall not assume or otherwise be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise otherwise. The Seller understands and agrees that the Buyer intends to employ the employees of the Seller following the Closing with such benefits (including vacation, pension, insurance and severance benefits) as the Buyer may adopt from time to time in its sole and absolute discretion, no such act of the Buyer shall be construed as an assumption by the Buyer of any of such obligations of the Seller and the Buyer shall have no liability for any of such obligations of the Seller arising prior to the Closing. The Seller expressly agrees to satisfy and discharge as the same shall become due all the liabilities, obligations, Indebtedness debts and commitments, other than commitments of the Assumed Obligations, collectively, the “Excluded Liabilities”)Seller, including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At Subject to and in reliance upon the Closingrepresentations, warranties and agreements herein set forth, and subject to the terms and conditions herein contained, on the Closing Date, Buyer shall assumeassume effective as of the Closing Date, to the extent they exist as of the Closing Date and are properly reflected on the Closing Date Balance Sheet (as defined in Section 2.3): (i) liabilities, obligations and duties of Seller with respect to prepayments or deposits by customers of the Business, to the extent listed on Schedule 1.4(i); (ii) the liabilities, obligations and duties of Seller under the Assumed Contracts, the Assumed Leases and the License Agreements (together with the Real Property Agreements, the “Assumed Agreements”) arising and to be performed on or after the Closing Date as provided in the Assignment and Assumption Agreement of Seller to be delivered by the parties at the Closing (the “Assignment”) in substantially the form of Exhibit A attached hereto, and shall agree excluding any obligations under such Assumed Agreements arising or to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent be performed prior to the Closing (Date and excluding any obligations for Excess Costs (as defined in Section 1.5(v)); (iii) all obligations of Seller under the Real Property Agreements arising and to be performed on or liabilities that relate after the Closing Date as provided in the form of Lease Assignment and Assumption Agreement to be delivered by Seller at the Closing for each Real Property Agreement (the “Lease Assignment”) in substantially the form of Exhibit B hereto, and excluding any obligations under the Real Property Agreements arising or to be performed prior to the period preceding the Closing, including, without limitation, Closing Date and excluding any obligations for Excess Costs (as defined in Section 1.5(iv) below; (iv) all claims arising by reason of defective or liabilities arising non-performing goods or accruing with respect to any default or breach services provided by the Seller prior to the ClosingClosing Date, whether based on contract (including obligations based on an implied warranty) under such or the negligence of Seller on a products liability theory or any other theory, absent fraud or gross negligence by Seller; (v) all trade accounts payable and other accounts payable and accrued expenses of Seller incurred in the ordinary course of business; (vi) other expenses incurred in the ordinary course of business consistent with past practices as reflected in the Financial Statements (as defined in Section 4.7). All of the Contracts as are set forth on Schedule 2.2.2 (liabilities, obligations and duties referred to in this Section 1.4 are, collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At On the ClosingClosing Date, Buyer Seller shall assumeassign, and Purchaser shall assume and agree to satisfy discharge on and discharge as after the same shall become dueEffective Time, the Seller’s following liabilities and obligations of Seller and only the following liabilities first arising subsequent to the Closing (excluding any and obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”) (the underlying liabilities of TRH shall be transferred indirectly to Purchaser by virtue of the transfer of the Shares to Purchaser; provided, that the liabilities of TRH described in Section 1.12 shall be among the Excluded Liabilities for purposes of this Agreement): (a) all current liabilities of Seller with respect to the operation of any of the Hospitals prior to the Effective Time which are included in Net Working Capital, as determined pursuant to Sections 1.2 and 1.4; (b) the Contracts, but only to the extent of the obligations arising thereunder with respect to events or periods on and after the Effective Time; (c) the Leases, including the capital lease obligations of Seller listed on Schedule 1.11(c) with respect to the Hospitals, but only to the extent of the obligations arising thereunder with respect to events or periods on and after the Effective Time; (d) any and all obligations of Seller or TRH under the Worker Adjustment and Retraining Notification Act (“WARN”) with respect to the operation of the Hospitals as a result of (i) the consummation of the transaction contemplated by this Agreement (provided that Seller and TRH has, with respect to the operation of the Hospitals, complied with WARN prior to the Effective Time), (ii) the acts of Purchaser or any affiliate of Purchaser on and after the Effective Time (taking into account Seller’s and/or TRH’s employee terminations set forth on Schedule 2.13(c)) or (iii) Purchaser’s breach of its covenants with respect to the Hired Employees or the TRH Employees as set forth in Section 5.3; (e) the paid time off pay (excluding the Sick Pay Amount as of the Closing Date, the assumption of which is set forth in Section 1.11(f)), including CashPlus liabilities of Seller and Seller’s affiliates (other than TRH) with respect to the Hired Employees; provided, however, if Seller or any affiliate of Seller (other than TRH) satisfies any portion of such obligations and liabilities existing as of the Closing Date by payment to a Hired Employee, then Purchaser shall reimburse Seller the amount of such payment at Closing and the Final Balance Sheet shall be adjusted accordingly; (f) the Sick Pay Amount as of the Closing Date; (g) all unpaid real and personal property taxes, if any, that are not overdue attributable to the Assets prior to the Effective Time, subject to the prorations provided in Section 1.8; (h) all utilities being furnished to the Assets, subject to the prorations provided in Section 1.8; and (i) any other obligations and liabilities identified in Schedule 1.11(i). Except for the Assumed Obligations, Buyer It is expressly understood and agreed that Purchaser shall not assume or nor shall Purchaser be responsible at any time liable for any liability, obligation, Indebtedness governmental overpayment, claim against or commitment contract of the any Seller, the Owner any affiliate of any Seller or the Owner Memberany Hospital of any kind or nature, whether absolute or contingentnot accrued, accrued whether fixed, contingent or unaccruedotherwise, asserted whether known or unassertedunknown, and whether or otherwise (such liabilities, obligations, Indebtedness not recorded on the books and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to records of any liabilities, obligations, debts Seller or commitments any affiliate of the any Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller event occurring prior to the Closing DateEffective Time, unless such liability, obligation, claim or insurance related matters, (v) any liabilities and obligations of the Seller with respect contract is expressly assumed by Purchaser pursuant to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitationterms of this Agreement, the Seller Note Payable), regardless Bills of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller Sale or the Owner had this Agreement not been consummatedReal Estate Assignments.

Assumed Obligations. At In addition to the payment of the Purchase Price, Buyer shall, as part of the Closing, assume the specific liabilities, obligations, contracts, agreements and purchase orders related to the Business as set forth on Schedule 3.3 (collectively, the "Assumed Obligations"). Notwithstanding any other provisions in this Agreement to the contrary, Buyer shall assume, and shall agree to satisfy and discharge as assume the same shall become due, the Seller’s obligations and liabilities first arising subsequent Assumed Obligations only to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities extent arising or accruing from and after the Closing Date, and Buyer shall have no duty or obligation whatsoever with respect to any default duties or breach by obligations of Seller or any member of Seller arising or accruing before the Seller prior Closing Date (all of which shall be the sole responsibility and liability of Seller). Notwithstanding any other provisions in this Agreement to the Closing) contrary, Seller shall have no duty or obligation whatsoever with respect to any duties or obligations of Buyer arising or accruing under such any Assumed Obligations after the Closing Date (all of which shall be the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”sole responsibility and liability of Buyer). Except for the Assumed Obligations, Buyer shall not assume or be responsible at become obligated or liable with respect to any time for any liability, obligation, Indebtedness obligation or commitment liability of the Seller, including, but not limited to, any liability or obligations of Seller related to any litigation to which Seller is a party. Subject to the Owner or terms and conditions of this Agreement, Buyer and Seller shall execute and deliver on the Owner MemberClosing Date an Assignment and Assumption Agreement in the form of Exhibit E attached hereto and incorporated herein by this reference, whether absolute or contingent(the "Assignment and Assumption Agreement"), accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness pursuant to which Buyer shall assume the Assumed Obligations and commitments, other than Seller shall assign the Assumed Obligations, collectively, the “Excluded Liabilities”), including but . Seller is not limited to any liabilities, obligations, debts in material breach or commitments of the Seller, the Owner or the Owner Member incident to, arising out violation of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner default under any federal, state terms of any Assumed Obligation. On or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, Seller shall obtain the necessary consents or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or approvals required in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption Seller's assignment of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedObligations.

Assumed Obligations. At Subject to the Closingterms and conditions of this Agreement (including Section 2.7), Buyer shall if the Closing occurs, Purchaser will, effective as of the Closing Date, cause the Specified Designee (with respect to obligations of the Company) or the SWV Specified Transferee (in the case of obligations of SWV) to assume, and shall to agree to satisfy and discharge as the same shall become perform when due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability all of the Seller and/or Company's or SWV's obligations under (x) the Owner for Taxes, including without limitation, Specified Contracts (Aother than the Mutual Confidentiality Agreement) and (y) any and all liabilities for Taxes relating other Contract entered into after the date hereof which Purchaser agrees in its discretion to assume, in each case other than any such obligation (1) required by the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including terms of any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, such Specified Contract or other legal requirement relating Contract to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether have been discharged on or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, (2) the existence of which constitutes a breach of any representation or insurance related matterswarranty of the Company or SWV contained in or made pursuant to this Agreement, (v3) any liabilities and obligations arising out of a breach or default by the Seller with respect to the Excluded Assets, (vi) any liabilities arising under Company or in connection with an Employee Plan, SWV on or (vii) any other liabilities arising prior to the Closing Date under such Specified Contract or other Contract or any event occurring on or prior to the Closing Date that with the lapse of time or the giving of notice, or both, would become such a breach or default or based upon, resulting from or arising out of the Retained Liabilities or (including, without limitation, 4) constituting a Closing Current Liability and (ii) the Seller Note PayableLiabilities expressly listed on Exhibit 2.3 hereto (subject to any limitations or qualifications set forth on such Exhibit), regardless . The obligations of whether such liabilities are disclosed on the Schedules Company or SWV assumed by the Specified Designee or the SWV Specified Transferee pursuant to this Agreement. The Seller and the Owner further agree Section 2.3 are referred to satisfy and discharge, herein as the same shall become due"ASSUMED OBLIGATIONS". For the avoidance of doubt and anything in this Section 2.3 above to the contrary notwithstanding, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations do not and shall not include any obligations of the Company or SWV to any Insider (other than any Company Employees, as such), or any obligation to pay Transfer Taxes, Transaction Expenses or any Liability described in no way expand the rights sub-clauses (ii)(3), (4), (5) or remedies (6) of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedSection 2.

Assumed Obligations. At Subject to the Closingterms of this Agreement and without limiting Buyer’s rights to indemnity under Article X, if the Closing occurs, the Companies shall be deemed to have retained (and Buyer shall assumecause the Companies to pay, perform and shall agree to satisfy discharge) all duties, obligations, responsibilities, Claims and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect Losses related to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 Companies and/or the Assets, regardless of whether occurring (or related to periods) prior to, at or after the Effective Date, including the following (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at ): (a) all obligations of any time for any liability, obligation, Indebtedness or commitment of the Seller, Companies under the Owner or the Owner MemberAssigned Contracts, whether absolute or contingentsuch liabilities arise prior to, accrued or unaccrued, asserted or unassertedat, or otherwise after the Closing Date; (such liabilitiesb) all duties, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes liabilities arising out of the transactions contemplated hereby ownership or thereby). The Selleroperation of the Assets (excluding, however, the Owner and Assigned Contracts, which are covered in Section 2.3(a)), to the Owner Member expressly acknowledge and agree thatextent such duties, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicableobligations, and Buyer shall not assume liabilities whether arising prior to, at or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including after the Closing Date (including excluding, for the avoidance of doubt, all liabilities pertaining to any Taxes that are the liability Excluded Asset); (c) all obligations and liabilities of each of the Seller pursuant Companies regarding the plugging and abandonment of all Xxxxx and Personal Property and the performance of all related salvage, site clearance, and surface restoration operations in accordance with applicable Law, the terms of the Leases (to Section 5.4the extent applicable), (B) any and all liabilities for Taxes the terms of the Seller and/or the Owner for any periodapplicable Permits and Assigned Contracts; (d) ALL CLAIMS AND LOSSES (INCLUDING CLAIMS AND LOSSES FOR INJURY TO OR DEATH OF ANY PERSON, PERSONS, OR OTHER LIVING THINGS, OR LOSS OR DESTRUCTION OF OR DAMAGE TO PROPERTY) ARISING OUT OF, RESULTING FROM, OR RELATING IN ANY WAY TO THE ENVIRONMENTAL CONDITION OF THE ASSETS, OR ANY PORTION THEREOF, REGARDLESS OF WHETHER SUCH ENVIRONMENTAL CONDITION RESULTS, IN WHOLE OR IN PART, FROM (1) THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT, OR ACTIVE OR PASSIVE) OR STRICT LIABILITY OF EACH OF THE COMPANIES OR ITS AFFILIATES OR SELLER OR ITS AFFILIATES, AND EACH OF THE COMPANIES’ AND SELLER’S EMPLOYEES, AGENTS, OR REPRESENTATIVES, OR (2) IS KNOWN, ANTICIPATED, OR SUSPECTED AS OF THE EFFECTIVE DATE, REGARDLESS OF WHETHER THE ACTS, OMISSIONS, EVENTS, OR CONDITIONS GIVING RISE THERETO, AROSE, OCCURRED, OR CAME INTO EXISTENCE BEFORE, AT, OR AFTER THE EFFECTIVE DATE; (e) all Claims and Losses, in addition to those described in Section 2.3(d), and whether arising in contract, in tort, under any agreement of indemnity, or by operation of Law, against or suffered by Buyer that relate in any way to the Companies or the Assets (CINCLUDING INJURY TO OR DEATH OF ANY PERSON, PERSONS, OR OTHER LIVING THINGS, OR LOSS OR DESTRUCTION OF OR DAMAGE TO PROPERTY ARISING OUT OF, RESULTING FROM OR RELATING IN ANY WAY TO THE ASSETS, REGARDLESS OF WHETHER SUCH CLAIM OR LOSS RESULTS, IN WHOLE OR IN PART, FROM THE NEGLIGENCE (WHETHER SOLE, JOINT, OR CONCURRENT, OR ACTIVE OR PASSIVE) any and OR STRICT LIABILITY OF EACH OF THE COMPANIES OR ITS AFFILIATES OR SELLER OR ITS AFFILIATES, AND COMPANIES’ AND SELLER’S EMPLOYEES, AGENTS, OR REPRESENTATIVES), REGARDLESS OF WHETHER THE ACTS, OMISSIONS, EVENTS, OR CONDITIONS GIVING RISE THERETO, AROSE, OCCURRED, OR CAME INTO EXISTENCE BEFORE, AT, OR AFTER THE EFFECTIVE DATE; (f) all Tax liabilities that are incurred or become payable as a result obligations of the transactions contemplated by this Agreement Companies owed to other Persons with respect to Imbalances (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon if any) in existence at or arising after the Effective Date; (g) all obligations of the Companies with respect to the transfer of Suspense Funds; (h) all trade and other accounts payable and other liabilities related to the Purchased Assets; provided, that for any trade or other accounts payable and other liabilities related to the Assets which are with respect to Buyeractivities, services, or work occurring prior to the Effective Date, only to the extent that Buyer has received a downward adjustment to the Base Consideration therefore pursuant to Section 2.2; and (i) all other duties, obligations, responsibilities, Claims, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”Losses not otherwise addressed in Sections 2.3(a)-(h), (ii) any liability of the Seller and/or the Owner whether in connection with any employee benefitscontract, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permitin tort, or other legal requirement relating to healtharising by operation of Law, safetyregardless of whether the acts, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether omissions, events, or not owned by the Seller)conditions giving rise thereto first arise, (iv) any liability pertaining to services provided by the Seller occur, or come into existence prior to to, at or after the Closing Date, and regardless of when such duty, obligation, responsibility, Claim or insurance related mattersLoss is asserted; provided, that (vi) in no event shall Buyer be deemed to have assumed or agreed to pay for any liabilities and obligations duties, obligations, responsibilities, Claims, Losses or other liability of the any Company or Seller with respect or their respective Affiliates to the extent related to any Excluded AssetsAsset, and (viii) any liabilities arising under in no event shall the Companies be deemed to have retained, or in connection with an Employee Planany way be responsible for, any duties, obligations, responsibilities, Claims, Losses or (vii) other liability of any other liabilities arising prior Company or Seller or their respective Affiliates to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules extent related to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all any Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedAsset.

Assumed Obligations. At the Closing, Buyer (and/or, at Buyer's election, Buyer Subsidiaries) shall assumeby an appropriate instrument of assumption to be executed and delivered at Closing and to be substantially in the form attached as Exhibit A hereto (the "Assumption Agreement"), assume and shall agree to satisfy and discharge as the same shall become perform, pay or discharge, when due, to the Seller’s extent not theretofore performed, paid or discharged, except for any Excluded Liabilities, all of (a) Sellers' obligations and liabilities under the Assumed Contracts arising after the Effective Time; (b) all liabilities and obligations of Sellers (including the obligations to make payments) resulting from facts or circumstances first arising subsequent after the Effective Time under all licenses, permits, approvals, certificates of occupancy and operating rights included in the Purchased Assets; (c) Buyer's obligations pursuant to Section 7.3 hereof; and (d) any liabilities and obligations reflected as ordinary course current liabilities on the Closing Statement pursuant to Section 1.7 hereof (other than any Excluded Liabilities and the current portion of any long-term liabilities), each to the extent such liability or obligation is reflected on the Closing Statement. The obligations and liabilities to be assumed by Buyer (excluding any obligations or liabilities that relate and/or the Buyer Subsidiaries, if applicable) pursuant to this Section are hereinafter sometimes referred to as the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing "Assumed Liabilities." Except with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectivelyAssumed Liabilities, Buyer and, if applicable, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer Subsidiaries do not hereby and shall not assume or be responsible at in any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated way undertake to pay, perform, defend satisfy or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) discharge any liabilities and or obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under Sellers or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (Parent including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At (a) On the ClosingClosing Date, the Buyer shall assume, deliver to the Seller and RG&E the Instruments of Assumption pursuant to which the Buyer shall assume and agree to satisfy discharge all of the liabilities and discharge as obligations of the same shall become dueSeller and RG&E, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations direct or liabilities that indirect, known or unknown, absolute or contingent, which relate to the period preceding Purchased Assets, other than Excluded Liabilities, in accordance with the Closingrespective terms and subject to the respective conditions thereof, including, without limitation, obligations or the following liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, and obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, : (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller under (a) the Transferable Permits associated with respect the Purchased Assets in accordance with the terms thereof, (b) contractual obligations of the Seller relating to the Excluded Purchased Assets which survive following the Closing, which are transferable, which were entered into in the ordinary course of business and which are not, individually or in the aggregate, material to the Purchased Assets, including the contracts referred to in Section 7.1(b) and (vic) any liabilities arising under for fuel and stores in transit; except in each case, to the extent such liabilities and obligations, but for a breach hereunder by the Seller, would have been paid, performed or in connection with an Employee Plan, otherwise discharged on or (vii) any other liabilities arising prior to the Closing Date or to the extent the same arise out of any such breach; (ii) all liabilities and obligations associated with the Purchased Assets in respect of Taxes for which the Buyer is liable pursuant to Sections 3.3 or 7.8; (iii) all liabilities and obligations associated with the Purchased Assets for which the Buyer has agreed to indemnify the Seller and RG&E pursuant to Section 9.1; (iv) all liabilities and obligations with respect to the Employees employed at the Purchased Assets after the Closing Date for which the Buyer is responsible pursuant to Section 7.10 and the terms of the Collective Bargaining Agreement; (v) any liability, obligation or responsibility under or related to former, current or future Environmental Laws or the common law, whether such liability or obligation or responsibility is known or unknown, contingent or accrued, arising as a result of or in . connection with (a) except as set forth in Section 2.4 (iii), any violation or alleged violation of Environmental Law, whether prior to or on or after the Closing Date, with respect to the ownership or operation of the Purchased Assets; (b) loss of life, injury to persons or property or damage to natural resources (whether or not such loss, injury or damage arose or was made manifest before the Closing Date or arises or becomes manifest after the Closing Date), caused (or allegedly caused) by the presence or Release of Hazardous Substances at, on, in, under, or migrating from the Purchased Assets either prior to or on or after the Closing Date, including, without limitationbut not limited to, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface, water, sediments, groundwater, or in other environmental media at the Purchased Assets; (c) loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by the off-site disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities, of Hazardous Substances, on or after the Closing Date, in connection with the ownership or operation of the Purchased Assets; (d) the investigation and/or remediation (whether or not such investigation or remediation commenced before the Closing Date or commences after the Closing Date) of Hazardous Substances that are present or have been Released either prior to or on or after the Closing Date at, on, in, under, adjacent to or migrating from the Purchased Assets, including, but not limited to, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at or adjacent to the Purchased Assets and (e) the investigation and/or remediation of Hazardous Substances that are disposed, stored, transported, discharged, Released, recycled, or the arrangement of such activities, on or after the Closing Date, in connection with the ownership or operation of the Purchased Assets, at any off-site location; provided, as to all of the above, that nothing set forth in this subsection 2.3(a) shall require the Buyer to assume any liabilities that are expressly excluded in Section 2.4; (vi) any and all liabilities and obligations, other than fines, penalties or assessments, of the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared RG&E with respect to the rights and remedies which such parties would have had against Purchased Assets under the agreements or consent orders set forth on Schedules 5.l1(a)--(d); (vii) all liabilities incurred by the Seller or RG&E with respect to Maintenance Expenditures and Capital Expenditures associated with the Owner had this Agreement not been consummated.Purchased Assets but only to the extent such liabilities were included in the Maintenance and Capital Expenditures Amount; (viii) any Taxes on the ownership, sale, operation or use of the Purchased Assets on or after the Closing Date; except for any Income

Assumed Obligations. At Following the Closing, Buyer shall assumehereby assumes all duties, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing of every kind and character with respect to any default the Assets or breach the ownership or operation of the Assets (other than the Retained Obligations), whether attributable to periods before, at or after the Effective Time, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY OF THE SELLER INDEMNITEES, BUT EXCLUDING SELLER INDEMNITEE’S WILLFUL MISCONDUCT, including those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets; (b) Gas Imbalances; (c) payment of the Suspense Amounts (it being agreed that, notwithstanding anything in this Agreement to the contrary, Buyer shall be solely responsible for the distribution of all Suspense Amounts to Third Parties relating to the Assets and for which there is a Purchase Price adjustment pursuant to Section 10.02); (d) the condition of the Assets, regardless of whether such condition arose before or after the Effective Time; (e) obligations to properly plug and abandon or re-plug or re-abandon or remove or bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets; (f) the Assumed Environmental Obligations; (g) all unpaid ad valorem, property and similar Taxes and assessments based upon or measured by the Seller prior to the Closing) under such ownership of the Contracts Assets; (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement; and (i) any Retained Obligation as are set forth on Schedule 2.2.2 to which Seller does not have, or no longer has, an obligation to indemnify Buyer in accordance with the terms of this Agreement (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At From and after the ClosingEffective Date, Buyer shall assumesubject to the other terms and conditions of this Agreement (including the indemnification obligations in Section 4(c)(vi)): (i) Dynegy agrees to assume and to fully and timely pay, perform and discharge in full, and it is understood that neither LS Power nor any member of the LS Power Group shall agree have any further responsibility for, any Obligations associated with the ownership and operation of, or otherwise related to satisfy and discharge as the same shall become dueor arising from, the Seller’s obligations and liabilities first Dynegy Project Assets or the Dynegy Project Entities, including any Obligations arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such out of the Contracts as are set forth on Schedule 2.2.2 governing documents of any Dynegy Project Entity, and regardless of whether any such Obligation arose before or after the Effective Date (collectively, the “Dynegy Assumed Obligations”). Except It is acknowledged that (A) many if not all of the Dynegy Assumed Obligations constitute obligations of various of the Dynegy Project Entities (and not Dynegy itself) and (B) this Section 2(c)(i) is for the benefit of LS Power only, and nothing herein shall be construed to create any rights in favor of any third parties with respect to the Dynegy Assumed Obligations. (ii) LS Power agrees to assume and to fully and timely pay, Buyer shall not assume or be responsible at perform and discharge in full, and it is understood that neither Dynegy nor any time for any liability, obligation, Indebtedness or commitment member of the SellerDynegy Group shall have any further responsibility for, any Obligations associated with the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unassertedownership and operation of, or otherwise related to or arising from, the LS Power Project Assets or the LS Power Project Entities, including any Obligations arising out of the governing documents of any LS Power Project Entity, and regardless of whether any such Obligation arose before or after the Effective Date (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded LiabilitiesLS Power Assumed Obligations”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, It is acknowledged that (A) any and many if not all liabilities for Taxes relating to of the Purchased Assets or the LS Power Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability constitute obligations of various of the Seller pursuant to Section 5.4), LS Power Project Entities (and not LS Power itself) and (B) any and all liabilities this Section 2(c)(ii) is for Taxes the benefit of the Seller and/or the Owner for any periodDynegy only, and (C) nothing herein shall be construed to create any and all Tax liabilities that are incurred or become payable as a result rights in favor of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or third parties with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the LS Power Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedObligations.

Assumed Obligations. At the Closing, Buyer the Purchaser shall assume, assume and shall agree to satisfy pay, satisfy, perform and discharge as the same shall become due, due only (i) the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by of the Seller prior to associated with the Closing) under such of the Contracts as are Business specifically set forth on Schedule 2.2.2 1.2(a) hereto (collectively, the “Assumed Obligations”), and (ii) all future obligations under existing Contracts transferred pursuant to Section 1.1 (other than obligations or liabilities as the result of the breach of any such Contract prior to the Closing Date), capital leases and operating leases of the Seller listed thereon pursuant to an Assumption Agreement sub­stantially in the form of Exhibit 1.2(b) hereto. Each of the Contracts assumed here­under is independently assumed subject to the representations, warranties (including that such Contract is not in default on the Closing Date), covenants and conditions made herein as to that Contract. Except for as expressly set forth in this Section 1.2 and Schedule 1.2(a) hereto, the Assumed Obligations, Buyer Purchaser shall not assume or otherwise be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner MemberSellers, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilitiesotherwise, obligationsincluding, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to to, any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member Sellers (a) incident to, arising out of or incurred with respect to, to this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except imposed on any Seller for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4period), (Bb) any and all liabilities for Taxes which otherwise arise or are asserted or incurred by reason of events, acts or trans­actions occurring, or the operation of the Seller and/or Business (including Taxes imposed on the Owner for any period, and (C) any and all Tax liabilities that are incurred income or become payable as a result operations of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon Business or with respect to the transfer ownership of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”Acquired Assets), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to or on the Closing Date, or insurance related matters(c) for outstanding checks and other similar obligations, (vd) any liabilities and obligations of the Seller with respect relating to the Excluded Assetsemployee benefit plans, (vi) employee policies, employee Contracts, employee programs and/or arrangements of Parent and the Sellers or any liabilities arising under or in connection of their Subsidiaries and Affiliates with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date employees (including, without limitationbut not limited to, any severance or bonus payments payable to any Parent or Seller employee), (e) relating to Product Liability Claims and (f) relating to HRMI (collectively, the Seller Note Payable“Excluded Liabilities”), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller Parent and each of the Owner further Sellers jointly and severally agree to satisfy and discharge, discharge each of the Excluded Liabilities as the same shall become due, all Excluded Liabilities. BuyerThe Purchaser’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer the Purchaser as compared to the rights and remedies which such parties would have had against the any Seller or the Owner had this Agreement Agree­ment not been consummated.

Assumed Obligations. At the Closing, Buyer Purchaser shall assume and agree to timely discharge the obligations of Seller under all contracts and agreements transferred by Seller to Purchaser under this Agreement that are (a) listed and described on Schedule 4.8(a) or on the updated list of contracts required by Article 10 and (b) accepted in writing by Purchaser pursuant to the provisions of Section 4.8 or Article 7 or 10; provided that Purchaser specifically does not assume any liabilities of Seller under any contracts or agreements with respect to any breaches of such contracts or agreements occurring on or before the Closing Date or any damages to third parties resulting from acts, events or omissions occurring on or before the Closing Date. Except for the obligations assumed by Purchaser in this Agreement, Seller shall take full and complete responsibility for all of their respective liabilities, debts and obligations, whether known or unknown, now existing or hereafter arising, contingent or liquidated (the "Retained Liabilities"), and Purchaser shall not assume, and or in any way be liable or responsible for, any of the Retained Liabilities. The Retained Liabilities shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, includinginclude, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to following: (a) the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except responsibility for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unassertedcontributions to, or otherwise (such liabilitiesany liability in connection with, obligationsany employee pension benefit plan, Indebtedness any employee welfare benefit plan, or other employee benefit agreement or arrangement maintained by Seller for its employees, former employees, retirees, their beneficiaries or any other person, and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition continuation coverage (including any and all sales penalties, excise taxes or use, income or other Taxes arising out interest resulting from the failure to provide continuation coverage) required by Section 4980B of the transactions contemplated hereby Code due to qualifying events which occur on or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, before Closing Date; (ib) any liability or obligation of Seller, or any consolidated group of which Seller is a member, for any federal income tax or state franchise tax, or for any foreign, federal, state, commonwealth, county or local taxes of any kind or nature, or any taxes levied by any other legitimate taxing authority, or any interest or penalties thereon, accruing through, but not after, the Closing Date; (c) any liability to which any of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or parties may become payable subject as a result of the fact that the transactions contemplated by this Agreement are being effected without compliance with the bulk sales provisions of the Uniform Commercial Code as in effect in the State of Texas; (including but not limited to d) any transfer, documentary, sales, use, and other Taxes assessed upon or liability with respect to the transfer any claims, suits, actions or causes of action arising out of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability conduct of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state Business on or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date; (e) notwithstanding any disclosures or representations by Seller, any dispute, litigation, settlement, negotiation, administrative or insurance other proceeding, any related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.or

Assumed Obligations. At On the ClosingClosing Date, Buyer the Purchaser shall assume, and shall agree to satisfy and discharge as the same shall become due, the Seller’s Sellers' liabilities and other obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to Effective Date under the period preceding Foundation Contracts and the ClosingPhysician Agreements, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are specifically set forth on Schedule 2.2.2 1.2 attached hereto (collectively, the “"Assumed Contracts") to the extent that the Sellers' rights thereunder are effectively transferred to Purchaser at Closing (collectively referred to as the "Assumed Obligations”"). , which assumption shall be evidenced by delivery of an Assignment and Assumption Agreement, in the form and substance attached hereto as Exhibit B. Except for the Assumed Obligations, Buyer the Purchaser shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner MemberCompanies, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby)otherwise. The Seller, the Owner Parent and the Owner Member Sellers expressly acknowledge and agree that, except for that the Assumed Obligations, the Seller, the Owner and the Owner Member Sellers shall retain, as applicable, and Buyer that Purchaser shall not assume or otherwise be obligated to pay, perform, defend or discharge, except for the Assumed Obligations (which shall be assumed by Purchaser as of the Effective Date), any liabilities or obligations of Companies which arise or are asserted by reasons of events, acts (or failures to act) or transactions occurring, or the operation of the Business, prior to the Effective Date (collectively the "Excluded Liabilities"), including, but not limited to, (i) any liability of the Seller and/or the Owner Companies for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets whether measured by income or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”)otherwise, (ii) any liability to employees or Physicians for medical claims (other than Assumed Obligations arising after the Effective Date) or other insurance-related matters of the Seller and/or the Owner in connection with any employee benefitsSellers' employees, (iii) any liability of the Seller and/or the Owner Companies under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement Legal Requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used Used in connection with the Business by the Seller Sellers (whether or not owned by the SellerSellers), (iv) any liability pertaining to services provided by the Seller prior to the Closing DateMedicare, Medicaid, or insurance related matterscomparable federal or state payor or regulatory agencies, (v) any liabilities and obligations of the Seller liability with respect to the Excluded AssetsBusiness to the extent arising from any accident, occurrence, misconduct, or breach of fiduciary duty, (vi) any liabilities liability or obligation arising under any contract or in connection with an Employee Planagreement (other than the Assumed Contracts subsequent to the Effective Date), or (vii) any liability or obligation incurred in connection with (a) the negotiation, execution or performance of this Agreement and the Related Agreements, including any and all legal, accounting, lenders' and other liabilities professional fees and expenses, or (b) any other effort(s) to sell or dispose of the Assets, (viii) any liability for matters to be disclosed (or required to be disclosed) as litigation matters, or (ix) any liability under the Foundation Contracts or the Physician Agreements (other than Assumed Obligations arising prior to after the Closing Date (including, without limitation, the Seller Note PayableEffective Date), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner Companies further agree to satisfy and discharge, discharge as the same shall become due, due all Excluded Liabilitiesobligations and liabilities of the Sellers under the Foundation Contracts or the Physician Agreements not specifically assumed by the Purchaser. Buyer’s Purchaser's assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.parties

Assumed Obligations. At On the ClosingClosing Date, Buyer shall assumewill deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer will assume and agree to discharge all of the debts, liabilities, obligations, duties, and shall agree to satisfy responsibilities of Seller of any kind <PAGE> and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Memberdescription, whether absolute or contingent, accrued monetary or unaccruednon-monetary, asserted direct or unassertedindirect, known or unknown, or otherwise (such liabilitiesmatured or unmatured, obligationsor of any other nature, Indebtedness and commitments, other than to the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating extent related to the Purchased Assets or the Business, other than Excluded Liabilities (the "Assumed Obligations"), in accordance with the respective terms and subject to the respective conditions thereof, including the following liabilities and obligations: (a) all liabilities and obligations of Seller under the Business Agreements, the Franchises, the Transferable Permits, the Transferable Environmental Permits, and the Allocated Rights and Obligations transferred to Buyer pursuant to Section 7.4(e), and any other agreements or contractual rights assigned to Buyer pursuant to the terms of this Agreement, except as provided in Section 2.4(b); (b) all liabilities and obligations of Seller with respect to customer deposits, customer advances for construction and other similar items reflected in the applicable FERC Accounts set forth on Exhibit 3.1; (c) all periods prior liabilities and obligations relating to unperformed service obligations, Easement relocation obligations, and including engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, in each case related principally to the Business and outstanding on or arising after the Effective Time; (d) all liabilities and obligations associated with the Purchased Assets or the Business in respect of Taxes for which Buyer is liable pursuant to Section 3.4 or Section 7.7; (e) all liabilities and obligations for which Buyer is responsible pursuant to Section 7.9; (f) all liabilities, obligations, Environmental Claims, and demands arising under, in respect of, or relating to compliance or non-compliance by Seller with past, present, and future Environmental Laws, existing, arising, or asserted with respect to the Business or the Purchased Assets, whether before, on, or after the Closing Date (the "Assumed Environmental Liabilities"). For avoidance of doubt, the Assumed Environmental Liabilities include all liabilities and obligations (including liabilities and obligations based upon the presence, Release, or threatened Release of Hazardous Materials at any location whatsoever) of Seller directly or indirectly relating to, caused by, or arising in connection with the operation, ownership, use, or other control of or activity at or relating to any installation, facility, plant (including any Taxes that are the liability of the Seller pursuant to Section 5.4manufactured gas plant), or site (Bincluding any manufactured gas plant site) that at the Closing is, or at any and all liabilities for Taxes time prior to the Closing was, (i) operated, owned, leased, or otherwise under the control of or attributed to any of Seller, the Business, or any predecessor in interest of Seller and/or or the Owner for any periodBusiness, and (Cii) located in the Territory or any areas previously served by the Business or any predecessor of the Business; (g) all liabilities and obligations of Seller or Buyer arising on or after the Effective Time under (i) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect Regulatory Orders applicable to the transfer of Business or the <PAGE> Purchased Assets, or (ii) imposed on Buyer or the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner Business in connection with any employee benefits, Required Regulatory Approval; and (iiih) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payableset forth on Schedule 2.3(h), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At the Closing, Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, (i) all trade accounts payable and accrued business expenses that have been incurred in the Sellerordinary course of the Company’s business and are reflected on the Closing Date Balance Sheet; (ii) the Company’s liabilities and other obligations and liabilities first arising subsequent to the Closing under (excluding any obligations or liabilities that relate x) the Contracts listed on Schedule 3.13(a), and (y) all other Contracts entered into by the Company in the ordinary course of its business (including open purchase orders) and not required to be listed on Schedule 3.13(a), in each case to the period preceding extent that the Company’s rights thereunder are effectively transferred to Buyer at Closing, including, without limitation, ; and (iii) the obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth listed on Schedule 2.2.2 1.1(c) hereto (collectively, collectively the “Assumed Obligations”). Except for the Assumed Obligationsas expressly set forth in this paragraph (c), Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt, or commitment of the Seller, the Owner or the Owner MemberCompany, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilitiesotherwise, obligationsincluding, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to to, any liabilities, obligations, debts debts, or commitments of the Seller, the Owner or the Owner Member Company incident to, arising out of of, or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or usesales, income income, or other Taxes arising out of the transactions contemplated hereby or therebyhereby). The SellerWithout limiting the generality of the foregoing, the Owner Company and the Owner Member Members expressly acknowledge and agree that, except for that the Assumed Obligations, the Seller, the Owner and the Owner Member Company shall retain, as applicable, and that Buyer shall not assume or otherwise be obligated to pay, perform, defend defend, or discharge, (ia) any liability of the Seller Company and/or the Owner Members for Taxes, including without limitationwhether measured by income or otherwise, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (iib) any liability of the Seller and/or the Owner Company in connection with any employee benefitsPlan or Benefit Program or Agreement, including, without limitation, any liability of the Company under ERISA, (iiic) any liability of the Seller and/or the Owner Company under any federal, state state, or local law, rule, regulation, ordinance, program, permitPermit, or other legal requirement Legal Requirement relating to health, safety, hazardous substances Hazardous Materials, and environmental matters applicable to the Business Company’s business and/or the facilities used Used by the Seller Company (whether or not owned by the SellerCompany), (ivd) any product liability pertaining to services provided products sold or manufactured by the Seller Company prior to the Closing Date, (e) any liability or insurance related mattersobligation of the Company relating to any default taking place before the Closing Date under any of the Assumed Obligations to the extent such default created or increased the liability or obligation, (vf) any liabilities and obligations obligation of the Seller with respect Company to the Excluded AssetsMembers, (vi) any liabilities arising under Affiliate of the Company or in connection with an Employee Planthe Members, or any Person claiming to have a right to acquire any membership interests or other securities of the Company, or (viig) any other liabilities arising prior to liability or obligation, including accrued interest thereon, under the Closing Date (including, without limitation, the Seller Note Payable), regardless line of whether such liabilities are disclosed on the Schedules to this Agreementcredit or installment loans with First Tennessee National Bank. The Seller and the Owner Company further agree agrees to satisfy and discharge, discharge as the same shall become due, due all Excluded Liabilities. Buyer’s assumption obligations and liabilities of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Company not specifically assumed by Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedhereunder.

Assumed Obligations. At Buyer hereby covenants and agrees, at the Closing, to execute and deliver to Sellers an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), substantially in the form of Exhibit 2.6 hereto pursuant to which each of the Operating Sellers shall assign to Buyer its rights in the Assumed Contracts, and Buyer shall assumeassume (a) all obligations arising under such Assumed Contracts after the Closing Date, but not as a result of any previous breach, or default thereof or performance thereunder, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and (b) all current liabilities first arising subsequent to the Closing extent reflected in the calculation of the Final Net Working Capital (excluding any obligations or liabilities that relate but only to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such extent of the Contracts as are set forth on Schedule 2.2.2 (collectively, the specific amounts reflected therein)(the “Assumed ObligationsLiabilities”). Except for as expressly provided in the Assumed ObligationsAssignment and Assumption Agreement, Buyer shall not and does not assume any liability or be responsible at obligation of any time for any liabilitynature, obligationknown or unknown, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute fixed or contingent, accrued legal, statutory, contractual or unaccruedotherwise, asserted disclosed or unassertedundisclosed, of Sellers or otherwise relating to or arising from the Assets or the Stations, or otherwise the ownership or operation thereof on or prior to the Closing Date (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, collectively the “Excluded Liabilities”), including but not limited to any liabilitiesall of which shall be retained and discharged by Sellers. Excluded Liabilities include, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or dischargewithout limitation, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, all Environmental Liabilities; (Aii) any and all liabilities for Taxes relating to the Purchased Assets violations of Contracts, or the Assumed Obligations with respect to all periods prior to and including Legal Requirements by Sellers which exist at or as of the Closing Date or which arise after the Closing Date but which are based upon or arise from any act, transaction, circumstance, sale or providing of air time, goods or services, state of facts or other condition which occurred or existed, or the content of any program, advertisement or transmission broadcast or aired, on or before the Closing Date, whether or not then known; (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (Biii) any and all liabilities for Taxes Debt, trade payable or accounts payable of Sellers to the Seller and/or the Owner for any period, and extent not included in Assumed Liabilities; (Civ) any and all Tax obligations or liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited Sellers to any transferof their employees or to any other Person under any collective bargaining agreement, documentaryemployment contract or Employee Plans, salesor for wages, usesalaries, and other Taxes assessed upon compensation or employee benefits, or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees compliance with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other applicable legal requirement requirements relating to healthminimum wages, safetyovertime rates, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether labor or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, employment; (v) any liabilities and obligations litigation arising from or relating to facts or circumstances existing as of the Seller with respect to the Excluded Assets, Closing Date or any conduct of Sellers; (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.in

Assumed Obligations. At Except to the extent discharged by the Sale Order, on the terms and subject to the conditions set forth in this Agreement and the Sale Order, at the Closing, Buyer shall assume, will assume and shall agree to satisfy timely perform and discharge as in accordance with their respective terms, all of the same shall become due, the Seller’s obligations following Liabilities and liabilities first arising subsequent to the Closing (excluding any obligations duties of Sellers or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing their Affiliates with respect to any default or breach by the Seller prior to the Closing) under such use, maintenance, ownership and operation of the Contracts Assets, except for (i) Excluded Liabilities, and (ii) Property Costs which shall have already been accounted for as are set forth on Schedule 2.2.2 provided under Section 2.3 and Section 3.2, (collectively, and together with the Plugging and Abandonment Obligations and Environmental Obligations, the “Assumed Obligations”): (a) responsibility for performance of all express and implied obligations and covenants under the terms of the Leases, the Assigned Contracts, Permits, Easements and Surface Rights to which the Assets or the operation thereof is subject, insofar as the obligations and covenants arise out of acts, omissions or events that occur on or after the Effective Date; (b) responsibility for payment of all Royalties, delay rentals, severance taxes and other similar production burdens to which the Assets are subject, insofar as the payment obligations arise out of acts, omissions or events that occur on or after the Effective Date; (c) responsibility for proper accounting for and disbursement of production proceeds from the Assets, including the Suspense Funds, to the extent actually received by Buyer (or for which a reduction to the Purchase Price was made). Except ; (d) responsibility, after Closing, for, as appropriate, attaining, maintaining or returning the Assets to compliance with all applicable Laws and Orders pertaining to the Assets, and the procurement and maintenance of all permits, consents, authorizations, and bonds required by public authorities in connection with the Assets; (e) responsibility for all obligations with respect to Imbalances with third parties attributable to the Assets; (f) responsibility for taxes and expenses allocated to Buyer pursuant to ARTICLE 11; (g) responsibility for all of the Sellers’ Liabilities under the Assigned Contracts, insofar as the Liabilities arise out of acts, omissions or events that occur on or after the Effective Date, except such Liabilities that are satisfied or discharged by payment of Cure Costs (including, for the Assumed Obligationsavoidance of doubt, any Assigned Contracts for which the Cure Costs were set at $0.00 and approved as such by virtue of the Sale Order or such other Order authorizing the assumption by the Sellers and assignment to Buyer of such Assigned Contracts); and (h) responsibility for all Cure Costs related to the Assigned Contracts up to the Cure Cost Cap. Notwithstanding anything in this Agreement to the contrary, Buyer shall will not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but will not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend perform or discharge, otherwise discharge any Claims of or against Sellers or their Affiliates arising out of or related to the following (“Excluded Liabilities”): (i) any liability indebtedness for borrowed money of the Seller and/or Sellers or their Affiliates, or Claims arising out of or related to any agreement or instrument involving borrowed money of the Owner for TaxesSellers or their Affiliates, including without limitationthe Credit Agreement, any Claims of Prepetition Agent, Prepetition Lenders or any other secured or unsecured lender, and guarantees and reimbursement obligations to guarantors, or under letters of credit; (Aii) accrued expenses and accounts payable to the extent attributable to periods prior to the Effective Date; (iii) any Liabilities related to Actions against the Sellers and all liabilities for Taxes relating other matters involving Actions against the Sellers, including in connection with the Chapter 11 Cases, the Alpine Agreement and the Actions listed on Schedule 4.11; (iv) obligations owed to any other Seller or other Affiliate of Sellers, or any secured or unsecured lender or equity interest owner of a Seller or Affiliate; (v) any Claims related to the Purchased Assets or the Assumed Obligations Excluded Assets; (vi) except with respect to all periods Buyer’s obligations under Section 2.6, personal injury, illness or death or damage to property of third parties that occurs prior to Closing; (vii) gross negligence or willful misconduct of Sellers or Affiliates of Sellers; (viii) improper calculation, reporting or payment of royalties, bonuses, rentals, and other payments due in connection with the Assets, or failure to make such payments prior to Closing; (ix) offsite disposal of Hazardous Substances prior to Closing; (x) efforts to sell or to engage in any other transaction involving all or any portion of the Assets, including in connection with this Agreement and in connection with the Closing Date Alpine Agreement, together with related Transaction Fees; (including any xi) subject to Section 3.2(b)(x), general and administrative expenses and overhead of the Sellers or their Affiliates; (xii) Taxes other than Taxes that are Buyer’s express responsibility pursuant to Article 11 of this Agreement; (xiii) Liabilities that are released or barred by the liability Sale Order, by operation of Section 363(f) of the Seller pursuant to Section 5.4), Bankruptcy Code; (Bxiv) any and all liabilities for Taxes Cure Costs in excess of the Seller and/or the Owner for any periodCure Cost Cap; and (xv) indemnification, and (C) any and all Tax liabilities that are incurred defense, contribution or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or reimbursement with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect theretoitems described in (i) – (collectively, “Seller Taxes”), (iixiv) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedabove.

Assumed Obligations. At Buyer shall, at the Closing, execute and deliver to Seller Assignment and Assumption Agreements (the “Assignment and Assumption Agreements”), substantially in the forms of Exhibit 2.7(A) and 2.7(B) hereto pursuant to which Seller shall assign to Buyer its rights in the contracts identified therein (the “Assumed Contracts”) and Buyer shall assume, assume all obligations arising under such Assumed Contracts and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to be performed on or after the Closing (Date, excluding payments and expenses accrued prior to Closing and excluding any obligations arising as a result of any previous breach, or liabilities that relate to the period preceding the Closing, including, without limitation, obligations default by Seller (or liabilities arising its affiliates or accruing with respect to any default or breach by the Seller prior to the Closingpredecessors) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”)thereunder. Except for as expressly provided in the Assumed ObligationsAssignment and Assumption Agreements, Buyer shall not and does not assume any liability or be responsible at obligation of Seller of any time for any liabilitynature, obligationknown or unknown, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute fixed or contingent, accrued disclosed or unaccruedundisclosed, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, collectively the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments all of which shall be retained and discharged when due and in the ordinary course of business by Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition . Excluded Liabilities will include without limitation (including any and 1) all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, Environmental Liabilities; (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (Aii) any and all debts, liabilities for Taxes relating to the Purchased Assets and obligations of Seller and any and all violation of Contracts, laws, rules, regulations, codes or the Assumed Obligations with respect to all periods orders by Seller, which exist prior to and including the Closing Date or which arise on or after the Closing Date but which are based upon or arise from any act, transaction, circumstance, sale or providing of air time, goods or services, state of facts or other condition which occurred or existed, or the content of any program, advertisement or transmission broadcasted or aired, before the Closing Date, whether or not then known; (including iii) any Taxes that are trade payable or accounts payable of Seller (except to the liability extent of any proration paid by Seller or credited against the Seller Purchase Price pursuant to Section 5.42.6 hereof), ; (Biv) any and all obligations or liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transferof its employees or to any other Person under any collective bargaining agreement, documentaryemployment contract or Station Benefit Plan, salesor for wages, usesalaries, and bonus payments, other Taxes assessed upon compensation or employee benefits, or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees compliance with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any applicable federal, state or local lawlaws, rule, regulation, ordinance, program, permit, rules or other legal requirement regulations relating to healthminimum wages, safetyovertime rates, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller labor or employment; (whether or not owned by the Seller), (ivv) any liability pertaining litigation arising from or relating to services provided by the facts, circumstances or any conduct of Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, ; (vi) all liabilities in respect of or arising out of any liabilities arising under or and all Taxes of Seller in connection with an Employee Plan, or (vii) any other liabilities arising respect of the Purchased Assets prior to the Closing Date Date; and (includingvii) all liabilities under Excluded Contracts. Except as expressly provided by the Assignment and Assumption Agreements, without limitationBuyer shall not be required to defend any suit or claim arising out of any act, the Seller Note Payable)event, regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared transaction occurring prior to the rights and remedies which such parties would have had against Closing in connection with the Seller ownership or operations of or otherwise relating to the Owner had this Agreement not been consummatedStations or Seller.

Assumed Obligations. At the Closing, DCRI and Buyer agree to assume each Seller's obligations (a) under the Assumed Contracts listed on Schedule 1.2(c), (b) under the Real Property Leases, as provided in the Lease Assignments, (c) under the Assumed Liabilities listed on Schedule 2.1, (d) the accounts payable of Sellers which are not unreasonable in amount or as to purpose, and which have been incurred by Sellers in the ordinary cause of business and which are consistent with past practices and policies of Sellers, and (e) all other unsecured obligations of Sellers which arise in the ordinary course of business (none of which will be unreasonable in amount or as to purpose) and which if paid would be consistent with the past practices and policies of Sellers (an example would be refund of a placement fee because a candidate terminates during the time period in which the Sellers are obligated to refund such placement fee). The parties acknowledge that neither Buyer nor DCRI are assuming any obligations of Sellers except those hereinbefore set forth, and that the obligations of Sellers not be assumed include (i) a disputed unemployment insurance matter in New Jersey (all claims for refunds and all payments attributable to this matter remain the property of Sellers), (ii) a disputed workers compensation insurance invoice, and (iii) those obligations which are not described in the preceding sentence and which should have been disclosed to Buyer pursuant to the terms of this Agreement. Anything in this Agreement or elsewhere to the contrary notwithstanding, in no event shall DCRI and Buyer be required to assume or in any way become responsible or liable for, or be deemed to have assumed or become liable or responsible for, any duty, obligation, debt or liability of a Seller, whether or not related to the Business or the Assets, except as specifically provided herein and in the Lease Assignments, or otherwise expressly assumed in writing by DCRI and Buyer; it being expressly acknowledged that it is the intention of the parties hereto that all duties, obligations, debts and liabilities of a Seller or both Sellers (other than obligations expressly assumed by DCRI or Buyer herein, in the Assumption, or in the Lease Assignments) shall be and remain solely the duties, obligations, debts and liabilities f each Seller or both Sellers. Specifically, and without implied limitation of the foregoing, DCRI or Buyer shall assume, and shall not assume or agree to satisfy and pay, perform or discharge as the same shall become dueany liabilities or obligations of Seller, the Seller’s obligations and liabilities first whether accrued, absolute, contingent or otherwise, based on or arising subsequent to the Closing out of or in connection with (excluding i) any obligations defects in products sold, rented or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach distributed by the a Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefitsimplied or express warranties relating to such products, or (iii) any liability bulk sales or bulk transfer laws (it being the intent of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any parties that Sellers shall be liable for all such liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities and obligations are disclosed on initially the Schedules to this Agreement. The Seller liabilities and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption obligations of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedBuyer).

Assumed Obligations. At (a) Subject to the terms, provisions and conditions contained in this Agreement, at the Closing, Buyer shall assume, assume and shall agree fulfill, perform or otherwise discharge only those obligations of Sellers arising under the Assumed Instruments that are to satisfy be performed from and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to after the Closing Date (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing"ASSUMED OBLIGATIONS"). (b) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for Other than the Assumed Obligations, Buyer shall not assume or be bound by or otherwise be responsible at any time for any liabilityduties, obligationresponsibilities, Indebtedness obligations or commitment liabilities of any kind or nature, known, unknown, contingent or otherwise of Sellers relating to the Business or otherwise, whether arising prior to, on or after the Closing. Subject to but without limiting the generality of the Sellerforegoing, the Owner Buyer shall not assume, undertake or the Owner Memberaccept any duty, responsibility, obligation or liability of either Seller (whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments existing as of the Sellerdate hereof, at the Owner Closing or arising in the Owner Member incident to, arising out of or incurred future) with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, : (i) any liability or obligation of Sellers or any of their Affiliates relating to the operation of the Business; (ii) any liability or obligation of Sellers or any of their Affiliates relating to the ownership or operation of the Assets on or prior to the Closing Date; (iii) any liability or obligation of Sellers or any of their Affiliates relating to the Excluded Assets; (iv) any accounts payable of Sellers relating to the Assets incurred on or prior to the Closing Date; (v) any liability or obligation under Contracts that are not Assumed Instruments; (vi) any liability or obligation arising out of a breach or default by a Seller and/or at or prior to the Owner for TaxesClosing (including any event occurring prior to the Closing that with the passage of time or giving of notice, including without limitationor both, would become a breach or default under any Assumed Instrument); (vii) any liability or obligation with respect to any claim or governmental proceeding or investigation, whether existing on the date hereof or arising hereafter, arising out of ownership of the Assets by Sellers on or prior to the Closing Date; (viii) any liability or obligation of Sellers to any Employee; (ix) any liability or obligation with respect to (A) any and all liabilities for Taxes relating Tax related to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4)Sellers, (B) any and all liabilities for Taxes of Tax related to the Seller and/or Business that is attributable to a period on or prior to the Owner for any period, and Closing Date or (C) any and all Tax liabilities that are incurred or become payable as a result arising out the ownership of the transactions contemplated Assets by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon Sellers on or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, ; (vx) any liabilities and obligations liability in respect of any indebtedness of Sellers or the Seller with respect to the Excluded Assets, Business; or (vixi) any liabilities arising under or liability in connection with an Employee Plan, or (vii) respect of any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless interest in real property of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedSellers.

Assumed Obligations. At On the ClosingClosing Date, Buyer shall assumewill deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer will assume and agree to discharge all of the debts, liabilities, obligations, duties, and shall agree to satisfy responsibilities of Seller of any kind and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Memberdescription, whether absolute or contingent, accrued monetary or unaccruednon-monetary, asserted direct or unassertedindirect, known or unknown, or otherwise (such liabilitiesmatured or unmatured, obligationsor of any other nature, Indebtedness and commitments, other than to the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating extent related to the Purchased Assets or the Business, other than Excluded Liabilities (the "Assumed Obligations"), in accordance with the respective terms and subject to the respective conditions thereof, including the following liabilities and obligations: (a) all liabilities and obligations of Seller under the Business Agreements, the Franchises, the Transferable Permits, the Transferable Environmental Permits, the Preferential Purchase Rights assigned to Buyer pursuant to Section 7.10(c), and the Allocated Rights and Obligations transferred to Buyer pursuant to Section 7.4(e), and any other agreements or contractual rights assigned to Buyer pursuant to the terms of this Agreement, except as provided in Section 2.4(b); (b) all liabilities and obligations of Seller with respect to customer deposits, customer advances for construction and other similar items reflected in the applicable FERC Accounts set forth on Exhibit 3.1; (c) all periods prior liabilities and obligations relating to unperformed service obligations, Easement relocation obligations, and including engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, in each case related principally to the Business and outstanding on or arising after the Effective Time; (d) all liabilities and obligations associated with the Purchased Assets or the Business in respect of Taxes for which Buyer is liable pursuant to Section 3.4 or Section 7.7; (e) all liabilities and obligations for which Buyer is responsible pursuant to Section 7.9; (f) all liabilities, obligations, Environmental Claims, and demands arising under, in respect of, or relating to compliance or non-compliance by Seller with past, present, and future Environmental Laws, existing, arising, or asserted with respect to the Business or the Purchased Assets, whether before, on, or after the Closing Date (the "Assumed Environmental Liabilities"). For avoidance of doubt, the Assumed Environmental Liabilities include all liabilities and obligations (including liabilities and <PAGE> obligations based upon the presence, Release, or threatened Release of Hazardous Materials at any location whatsoever) of Seller directly or indirectly relating to, caused by, or arising in connection with the operation, ownership, use, or other control of or activity at or relating to any installation, facility, plant (including any Taxes that are the liability of the Seller pursuant to Section 5.4manufactured gas plant), or site (Bincluding any manufactured gas plant site) that at the Closing is, or at any and all liabilities for Taxes time prior to the Closing was, (i) operated, owned, leased, or otherwise under the control of or attributed to any of Seller, the Business, or any predecessor in interest of Seller and/or or the Owner for any periodBusiness, and (Cii) located in the Territory or any areas previously served by the Business or any predecessor of the Business; (g) all liabilities and obligations of Seller or Buyer arising on or after the Effective Time under (i) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect Regulatory Orders applicable to the transfer of Business or the Purchased Assets, or (ii) imposed on Buyer or the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner Business in connection with any employee benefits, Required Regulatory Approval; and (iiih) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payableset forth on Schedule 2.3(h), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At Buyer shall, at the Closing, execute and deliver to Seller an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement"), substantially in the form of Exhibit 2.7 hereto pursuant to which Seller shall assign to Buyer its rights in the Assumed Contracts and Buyer shall assume, and shall agree to satisfy pay, perform and discharge as the same shall become dueall obligations, the Seller’s obligations liabilities and liabilities first commitments of Seller arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such Assumed Contracts, but not obligations, liabilities and commitments arising as a result of the Contracts as are set forth on Schedule 2.2.2 any previous breach or default thereof or inadequate performance or failure to perform thereunder (collectively, the “"Assumed Obligations”Contract Liabilities"). Except for as expressly provided in this Agreement, the Assumed ObligationsAssignment and Assumption Agreement, or as otherwise provided in the LMA, Buyer shall not and does not assume any liability or be responsible at obligation of any time for any liabilitynature, obligationknown or unknown, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute fixed or contingent, accrued legal, statutory, contractual or unaccruedotherwise, asserted disclosed or unassertedundisclosed, of Seller or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts Parent or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to from the Purchased Assets or the Assumed Obligations with respect to all periods Stations or the ownership or operation thereof, in each case prior to and including the Closing Date (including any Taxes that are subject to Buyer's reimbursement obligations under the liability of LMA) (collectively the Seller pursuant to Section 5.4"Excluded Liabilities"), all of which shall be retained and discharged by Seller. Excluded Liabilities will include, without limitation, (Bi) all Environmental Liabilities; (ii) any and all debts, liabilities and obligations of Seller or Parent (not inclusive of Assumed Contract Liabilities), (iii) all liability or obligation for Taxes all breaches of Contracts by Seller or Parent; (iv) all liability or obligation for violations by Seller or Parent of laws, rules, regulations, codes or orders which liabilities or obligations exist as of the Seller and/or Closing or which liabilities or obligations arise after the Owner for Closing but which are (and only to the extent they are) based upon or arise from any periodact, and transaction, circumstance, sale or providing of air time, goods or services, state of facts or other condition which occurred or existed, or the content of any program, advertisement or transmission broadcasted or aired, on or before the Closing, whether or not then known (Cexcluding, however, as to any such liabilities or obligations arising after the Closing, liabilities or obligations to the extent arising from actions taken by the Buyer after Closing); (v) any and all Tax trade payable or accounts payable of Seller or Parent (subject to Buyer's reimbursement obligations under the LMA); (vi) any obligations or liabilities that are incurred of Seller or become payable as a result of the transactions contemplated by this Agreement (including but not limited Parent to any transferof its employees or to any other Person under any collective bargaining agreement, documentaryemployment contract that is not an Assumed Contract, salesor any Company Benefit Plan, useor for wages, and salaries, other Taxes assessed upon compensation or employee benefits, or with respect to the transfer of the Purchased Assets to Buyer, and any recording Seller's or filing fees Parent's compliance with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any applicable federal, state or local lawlaws, rule, regulation, ordinance, program, permit, rules or other legal requirement regulations relating to healthminimum wages, safetyovertime rates, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller labor or employment; (whether or not owned by the Seller), (ivvii) any liability pertaining litigation or claims brought by third parties arising from or relating to services provided by the facts, circumstances or any conduct of Seller or Parent prior to the Closing Date(excluding, however, to the extent arising from actions taken by the Buyer after the Closing); (viii) all liabilities in respect of any and all Taxes of Seller or insurance related matters, (v) any liabilities and obligations Parent in respect of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under Purchased Assets for periods ending on or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, except to the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The extent prorated between Seller and Buyer or otherwise the Owner further agree responsibility of Buyer as provided herein); and (ix) all liabilities under Excluded Contracts. Notwithstanding the foregoing, Seller shall retain no liability relating to satisfy Buyer's actions and dischargeperformance under the LMA including for Contract breaches related thereto and the foregoing shall not be deemed to eliminate, as mitigate or modify in any way any obligations of Buyer to indemnify Seller in accordance with the same shall become due, all Excluded Liabilities. Buyer’s assumption provisions of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedLMA.

Assumed Obligations. At On the Closing Date, each of the Companies will deliver to Seller the Assignment and Assumption Agreement pursuant to which each of the Companies will assume and agree to discharge all of the debts, liabilities, obligations, duties, and responsibilities of Seller of any kind and description, whether absolute or contingent, monetary or non-monetary, direct or indirect, known or unknown, or matured or unmatured, or of any other nature, to the extent incurred either prior to or after the Closing, Buyer shall assumeand principally related to the Purchased Assets or the Business, and shall agree to satisfy and discharge as the same shall become due, the Seller’s including those obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 in the Selected Balance Sheet Information, other than Excluded Liabilities (collectively, the “Assumed Obligations”). Except , in accordance with the respective terms and subject to the respective conditions thereof, including the following liabilities and obligations: (a) all liabilities and obligations of Seller under the Business Agreements, the Severance Compensation Agreements, the Transferable Permits, the Transferable Environmental Permits, the Preferential Purchase Rights assigned to the Companies pursuant to Section 8.9(c), the Allocated Rights and Obligations transferred to the Companies pursuant to Section 8.5(d), and any other agreements or contractual rights assigned to the Companies pursuant to the terms of this Agreement; (b) all liabilities and obligations of Seller with respect to customer deposits, customer advances for construction and other similar items related principally to the Business or the Purchased Assets; (c) all liabilities and obligations relating to unperformed service obligations, Easement relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and other capital expenditure projects, in each case related principally to the Business and outstanding on or arising after the Closing; 1- LA/917645.9 19 (d) all liabilities and obligations associated with the Purchased Assets or the Business in respect of Taxes for which Buyer or the Companies are liable pursuant to Section 8.7; (e) all liabilities and obligations for which Buyer or the Companies are responsible pursuant to Section 8.8; (f) all trade accounts payable and other accrued and unpaid current expenses in respect of goods and services incurred by or for the Business to the extent attributable to the period prior to the Closing (the “Accounts Payable”); (g) (i) all Environmental Claims, and (ii) all liabilities, obligations and demands arising under, in respect of, or relating to past, present, and future Environmental Laws, existing, arising, or asserted with respect to the Business or the Purchased Assets, whether before, on, or after the Closing Date (the “Assumed ObligationsEnvironmental Liabilities”). For avoidance of doubt, Buyer shall not assume the Assumed Environmental Liabilities include all liabilities and obligations (including liabilities and obligations based upon the presence, Release, or be responsible threatened Release of Hazardous Materials) of Seller directly or indirectly relating to, caused by, or arising in connection with the operation, ownership, use, or other control of or activity at or relating to any installation, facility, plant (including any manufactured gas plant), or site (including any manufactured gas plant site) that at the Closing is, or at any time for prior to the Closing was, (i) operated, owned, leased, or otherwise under the control of or attributed to any liability, obligation, Indebtedness or commitment of the Seller, the Owner Business, or any predecessor in interest of Seller or the Owner MemberBusiness, whether absolute and (ii) located in the Territory or contingentany areas previously served by the Business or any predecessor of the Business; provided, accrued or unaccruedhowever, asserted or unasserted, or otherwise (that the Assumed Environmental Liabilities do not include any such liabilities, obligations, Indebtedness and commitmentsEnvironmental Claims, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments demands in respect of real property that is both (A) owned or leased by Seller as of the date of this Agreement, and (B) not included in the Purchased Assets; and (h) all liabilities and obligations of Seller, the Owner Companies or Buyer arising before, on or after the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, Closing Date (i) under any liability of Regulatory Orders applicable to the Seller and/or Business or the Owner for TaxesPurchased Assets, including without limitationor (ii) imposed on Buyer, (A) any and all liabilities for Taxes relating to the Companies or the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner Business in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedRequired Regulatory Approval.

Assumed Obligations. At Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, subject to Section 2.4, each Buyer shall assumewill assume and become responsible to perform, discharge, and shall agree to satisfy and discharge as the same shall become pay when due, the Seller’s obligations their respective portion of all Liabilities of Seller and liabilities first arising subsequent its Affiliates, known or unknown, to the Closing (excluding any obligations extent arising from, based upon, related to or liabilities that relate to associated with the period preceding Business or the ClosingPurchased Assets, regardless of whether such Liabilities arose prior to, on or after the Effective Time, including, for the avoidance of doubt and without limitation, obligations or liabilities arising or accruing with respect to Liabilities relating in any default or breach by the Seller prior manner to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 ownership, operation, and use thereof (collectively, the “Assumed Obligations”). Except for Without limiting the generality of the foregoing, subject to Section 2.4, the Assumed Obligations, Buyer Obligations shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment include all of the Seller, following Liabilities: (a) any trade accounts payable or other accrued and unpaid current expenses to the Owner or extent included in the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments calculation of the Seller, the Owner or the Owner Member incident to, Adjustment Amount in accordance with Appendix A; (b) all Liabilities arising out of or incurred relating to over-recovered or under-recovered purchased gas cost adjustment charges, and all customer deposits, customer advances for construction, deferred credits, regulatory Liabilities, and other similar items, to the extent included in the calculation of the Adjustment Amount in accordance with respect toAppendix A; (c) all Liabilities (including Tax Liabilities) of any kind arising out of or relating to any Regulatory Order applicable to the Business, this Agreement and the transactions contemplated hereby Customers, or the Other Acquisition Purchased Assets including, without limitation, any Liabilities or obligations imposed (whether on the Business, the Seller or its Affiliates or Buyers or their Affiliates) pursuant to any Regulatory Order issued in connection with or relating to the Transactions as a condition for approval or otherwise, including any and all sales liabilities related to the transactions contemplated pursuant to the Entergy PSAs, other than payment obligations of Seller or useits Affiliates (i) arising in respect of periods prior to the Effective Time or (ii) to the extent related to any Excluded Assets, income except to the extent included in the calculation of the Adjustment Amount in accordance with Appendix A (for the avoidance of doubt, obligations pursuant to any Regulatory Order issued in connection with or other Taxes relating to the Transactions shall not be considered arising in respect of periods prior to the Effective Time); (d) all Liabilities related to the transactions contemplated pursuant to the Entergy PSAs; (e) all Liabilities arising out of or relating to the transactions contemplated hereby or thereby). The SellerReal Property, the Owner Transferred Contracts, and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume Transferable Permits; (f) all Liabilities arising out of or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with Business in respect to all periods prior to and including the Closing Date of Taxes (including any Taxes that are payable by or in respect of Labo) for a Post-Closing Tax Period except to the liability of the extent Seller is expressly liable therefor pursuant to Section 5.4)3.4; (g) all Liabilities for which Buyers are expressly responsible pursuant to Section 7.13; (h) all Liabilities, (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permitobligations, or other legal requirement commitments arising out of or relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller or Purchased Assets and arising under, based upon, or relating to, any Environmental Law, Environmental Permit, Environmental Claims, or Release; (whether or not owned by the Seller), i) all Assumed Employee Liabilities; (ivj) any liability pertaining to services provided by the Seller prior to the Closing Dateextent not specifically identified above, or insurance related matters, (v) any liabilities and obligations Liabilities to the extent included in the calculation of the Seller Adjustment Amount in accordance with respect to Appendix A; (k) the Excluded AssetsLiabilities, obligations and commitments associated with the Labo Interests; and (vil) any liabilities arising under or in connection with an Employee Planthe Liabilities, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payableobligations and commitments listed on Schedule 2.3(l), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At From and after the ClosingClosing Date, the Buyer shall assume, assume and be liable for the Assumed Obligations. The Assumed Obligations shall agree consist of the following: a) all Employee Liabilities payable to satisfy or related to any Hired Employees arising from and discharge as after the same shall become due, Closing Date; b) all KERP payments payable to or related to the KERP Employees described in the attached Schedule “11” hereto from and after the Closing Date pursuant to new payment arrangements to be entered into between the KERP Employees and the Buyer; c) the Seller’s liabilities and obligations and liabilities first arising subsequent to under any of the Closing (excluding any obligations or liabilities that relate to the period preceding the ClosingAssumed Contacts, including, without limitation, obligations or as applicable; and d) all liabilities arising or accruing with respect to any default or breach by from the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer use of the Purchased Assets from and after the Closing Date. Each of the Buyer and CUI Global Inc. shall indemnify the Seller from any and all claims or liabilities relating to Buyerany Assumed Obligations, including, but not limited to, the KERP payments and any recording or filing fees with respect thereto) the Royalty Payment (collectively, “Seller Taxes”as defined below), (ii) any liability of incurred from and after the Closing Date. The Buyer shall reimburse the Seller and/or through the Owner in connection with any employee benefitsClosing Adjustments or otherwise provided for herein, for (iiii) any liability of the Seller and/or the Owner under any federal, state all Employee Liabilities payable or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable related to the Business and/or Hired Employees and the facilities used by Union Employees for the Seller (whether or not owned by the Seller)period of March 1, (iv) any liability pertaining to services provided by the Seller prior 2015 to the Closing Date, or insurance related matters, ; and (vii) any all liabilities and obligations arising or accruing from the use of the Seller with respect to Purchased Assets in the Excluded Assetsordinary course of business, (vi) any other than liabilities arising under from an accident or in connection with an Employee Plannegligence, or (vii) any other liabilities arising prior for the period of March 1, 2015 to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedDate.

Assumed Obligations. At the Closing, Buyer the Purchaser shall assume, (i) assume and shall agree to satisfy and discharge as perform all obligations of Seller under the same shall become due, the Seller’s obligations and liabilities first arising subsequent Contracts entered into on or prior to the Closing Date (excluding any other than as set forth on SCHEDULE 1.2(B)) (the "ASSUMED OBLIGATIONS"); and (ii) assume, pay, and discharge the monetary obligations or liabilities that relate related to the period preceding liabilities of Seller set forth in the May Financial Statements (the "POST-CLOSING LIABILITIES") (with Purchaser's assumption of such Post-Closing Liabilities to survive the Closing), includingexcluding, without limitationin each case, obligations or liabilities arising or accruing with respect all Excluded Liabilities, up to any default or breach by an aggregate of Three Million Dollars ($3,000,000) (the Seller "STATED AMOUNT"); provided, that in no event shall the Purchaser be responsible for the Post-Closing Liabilities set forth on SCHEDULE 1.2(A) in excess of the individual amounts set forth thereon. The May Financial Statements shall be delivered not less than one (1) business day prior to the Closing) under such Closing and shall be acceptable to Purchaser. Each of the Contracts assumed hereunder is independently assumed subject to the representations, warranties (including that such Contract is not in default on the Closing Date), covenants and conditions, if any, made herein as are set forth on Schedule 2.2.2 (collectivelyto that Contract. Except as otherwise provided herein, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer Purchaser shall not assume or otherwise be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilitiesotherwise, obligationsincluding, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to to, any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member Seller (a) incident to, arising out of or incurred with respect to, to this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or dischargehereby, (ib) any liability for outstanding checks and other similar obligations (unless related to the Business and Acquired Assets, but subject to the Stated Amount limit), (c) relating to the employee benefit plans, employee policies, employee Contracts, employee programs and/or arrangements of the Seller and/or the Owner for Taxesor any of their Subsidiaries and Affiliates with employees (including, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to, any severance or bonus payments payable to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer employee of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (ivd) any liability pertaining relating to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller Taxes with respect to the Excluded Assets, (vi) any liabilities arising under Acquired Assets or in connection with an Employee Plan, the Business relating to all Pre-Closing Periods and all taxes imposed on the Seller for all periods or (viie) any other liabilities arising prior to the Closing Date otherwise set forth on SCHEDULE 1.2(B) hereto (including, without limitationcollectively, the Seller Note Payable"EXCLUDED LIABILITIES"), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller Parent and the Owner further agree Seller shall be under no obligation to Purchaser (but may be under obligations to third parties) to satisfy and dischargedischarge any obligation of Parent or the Seller that may arise or be asserted against Parent or the Seller under any of the Excluded Liabilities, but agree, jointly and severally, to satisfy and discharge each of the Excluded Liabilities as the same may be asserted against Purchaser to the extent any such Excluded Liability shall become duea Claim that is asserted against Purchaser, all other than Excluded LiabilitiesLiabilities that are disputed in good faith by Seller or Parent. Buyer’s Any dispute between the parties hereto with respect to the obligations of Parent or Seller to Purchaser shall be settled in accordance with Section 11.17 hereof. The Purchaser's assumption of the Assumed Obligations shall in no way create or expand the rights or remedies of third parties against Buyer the Purchaser as compared to the rights and remedies which such parties would have had against the Seller or the Owner Parent had this Agreement not been consummated.

Assumed Obligations. At (a) Subject to the terms and conditions set forth in this Agreement, on the Closing Date, Purchaser shall assume and agree to pay, discharge and perform only those obligations and liabilities of the Company arising under the Ground Leases, Tenant Leases, and Related Contracts, and with respect to the ownership and operation of the Tower Assets, solely to the extent first arising on or after, and first attributable to the period commencing on the Closing Date (the "Assumed Obligations"); provided, however, that (i) notwithstanding the foregoing, the Purchaser shall not agree to pay, discharge and perform, and shall not be obligated or have any liability with respect to, the Excluded Obligations (as defined below), (ii) nothing herein shall preclude the Company from raising any defenses it may have with respect to the Assumed Obligations, and (iii) the Assumed Obligations shall not include any of the Excluded Obligations. (b) The Purchaser shall not be obligated to perform any obligation or have any liability or obligation of any kind or nature whatsoever of any of the Sellers, Company or any of their Affiliates, the Business or otherwise, and at or prior to Closing, Buyer the Company shall assign and convey to Sellers or its Affiliates, and such parties shall assume, all respective obligations of the Company which are not related to the ownership or operation of the Tower Assets (such excluded liabilities and shall agree to satisfy and discharge as the same shall become dueobligations, collectively, the Seller’s obligations and liabilities first "Excluded Obligations") including, but not limited to, any obligation or liability (contingent or otherwise): (i) not specifically set forth as an Assumed Obligation in Section 5.17(a); (ii) relating to any breach or violation of, or failure to perform (or any alleged breach, violation or failure to perform), any of the obligations, covenants, agreements or undertakings of the Company or any of its Affiliates set forth in any Related Contract, Ground Lease, or Tenant Lease arising subsequent or attributable to any period prior to the Closing Date; (excluding iii) relating to any obligations Excluded Site, the Business, any Tower Asset or liabilities the Company, to the extent not expressly assumed by Purchaser pursuant to this Agreement; (iv) under or in respect of any Indebtedness of the Company or any of its Affiliates; (v) for any Taxes, fees, expenses or other amounts (A) required to be paid by the Company or any of its Affiliates pursuant to the provisions of this Agreement or (B) relating or attributable to any period (or any portion thereof) ending prior to the Closing Date; (vi) under any Authorizations that arise out of or relate to Events that occurred prior to the period preceding Closing Date; (vii) to any employee of the Company or any of its Affiliates, including, but not limited to, any employee benefit plan ever maintained or contributed to by the Company or its ERISA Affiliates, in each case, whether incurred before, on or after the Closing Date or under any employment agreement; (viii) relating to the Company's (or any of its Affiliates') employment of or termination of its employees, whether incurred before, on or after the Closing Date, including obligations under the WARN Act or similar state Laws and any failure to pay or discharge such employees' wages when due; (ix) that constitutes, may constitute or is alleged to constitute a tort or violation of any requirement of any Law by the Company or any of its Affiliates or Representatives (as defined below), including personal injury Claims arising from or related to Events occurring prior to the Closing Date, regardless of when any such Claim is made or brought; (x) relating to any Legal Action commenced or instituted against the Company or any of its Affiliates, whether prior to, on or following the Closing Date; (xi) arising from any Environmental Claim related to any act (or failure to act) of the Company prior to the Closing; (xii) relating to any Affiliate Transaction; (xiii) relating to fees, costs and expenses incurred by the Company or any of its Affiliates in connection with the transactions contemplated by this Agreement and by the Collateral Documents; (xiv) relating to any expenses incurred by Company in connection with the operation of the Sites and their administrative functions, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 leases for office space, equipment and related services; and (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (ixv) any liability or obligation of the Seller and/or the Owner for Taxesany kind or nature whatsoever of Company, including without limitationany Seller, (A) or any and all liabilities for Taxes relating of their Affiliates, to the Purchased Assets extent first arising on or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4)before, (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect first attributable to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permitperiod prior to, or other legal requirement relating related to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller Events occurring prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At Provided that the ClosingClosing occurs, Buyer shall assumehereby assumes all duties, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent of every kind and character with respect to the Closing (excluding any obligations Assets or liabilities that relate the ownership or operation thereof attributable to the period preceding after the ClosingEffective Time, and all duties, obligations, and liabilities of every kind and character with respect to the Assets or the ownership or operation thereof attributable to the period before the Effective Time other than the Retained Obligations including, without limitation, obligations those arising out of (a) the terms of the Easements, Contracts, Leases, Equipment, Intangible Rights, or liabilities arising Subject Interests comprising part of the Assets, (b) gas imbalances, subject to Section 12.02 above, (c) suspense accounts, (d) ad valorem, property, severance and other similar taxes or accruing with respect to any default assessments based upon or breach measured by the Seller prior to the Closing) under such ownership of the Contracts as are set forth Assets or the production therefrom, (e) the condition of the Subject Interests, if such condition arose after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove Xxxxx, flowlines, gathering lines or other facilities, Equipment or other personal property or fixtures comprising part of the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including, without limitation, conducting any remediation activities that may be required on Schedule 2.2.2 or otherwise in connection with activities on the Subject Interests), and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Except for Under the circumstances specified in Section 14.01, above, certain Retained Obligations shall become Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption All of the Assumed Obligations shall in no way expand the rights or remedies of third parties against are assumed by Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedREGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE ORDINARY NEGLIGENCE OR STRICT LIABILITY OF ANY SELLER, BUT EXCLUDING THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF ANY SELLER.

Assumed Obligations. At On the ClosingClosing Date, Buyer shall will deliver to Seller the Xxxx of Sale and Assignment and Assumption Agreement pursuant to which Buyer will specifically assume, as of the Effective Time, and shall agree become responsible for the following liabilities and obligations of Seller without recourse to satisfy Seller or any of its Affiliates, and thereafter pay, perform and discharge as the same shall become when due, the Seller’s obligations and liabilities first arising subsequent to the Closing following (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for ): (a) any trade accounts payable or other accrued and unpaid current expenses to the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment extent included in the calculation of the SellerAdjustment Amount in accordance with Appendix A; (b) all liabilities and obligations of Seller with respect to over-recovered purchased gas cost adjustment charges, and all customer deposits, customer advances for construction, deferred credits, regulatory liabilities and other similar items, to the Owner extent included in the calculation of the Adjustment Amount in accordance with Appendix A; (c) all liabilities and obligations of Seller under any Regulatory Order applicable to the Business or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitmentsPurchased Assets, other than (i) payment obligations of Seller arising in respect of periods prior to the Assumed ObligationsEffective Time, collectively, except to the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments extent included in the calculation of the Adjustment Amount in accordance with Appendix A; and (ii) obligations imposed on Seller or its Affiliates (rather than on Buyer as Seller, the Owner or the Owner Member incident to, arising out of or incurred ’s successor with respect to, this Agreement and to the Business) under any Regulatory Order issued specifically with respect to the transactions contemplated hereby or by this Agreement; (d) all liabilities and obligations of Seller arising under the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The SellerBusiness Agreements, the Owner Transferable Permits and any other agreements or contractual rights, in each case to the Owner Member expressly acknowledge and agree thatextent assigned to Buyer pursuant to the terms of this Agreement; (e) without duplication of any right to recovery herein, except for Taxes imposed with respect to the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability ownership of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability ownership or operation of the Seller Business for a Post-Closing Tax Period; (f) all liabilities and obligations to any Business Employees relating to their employment with Buyer to the extent attributable to the period from and after the Effective Time, including liabilities or obligations (i) under any employment, wage and hour, equal opportunity, discrimination, plant closing or immigration and naturalization Laws, or (ii) under any collective bargaining or labor Laws, agreements or arrangements; (g) all liabilities and obligations to any Business Employees relating to their employment with Buyer to the extent attributable to the period prior to, from and after the Effective Time, including liabilities or obligations in connection with any workers’ compensation or any other employee health, accident, disability or safety claims; (h) all liabilities and obligations for which Buyer is expressly responsible pursuant to Section 5.4)7.11; (i) all liabilities, (B) any obligations and all liabilities for Taxes commitments, inclusive of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, useasset retirement obligations, and other Taxes assessed upon or with respect than the Excluded Liabilities, to the transfer extent accruing or arising out of or relating to the conduct or operation of the Business or the ownership or use of the Purchased Assets prior to, from and after the Effective Time; (j) all liabilities, obligations and commitments to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement extent relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller)Purchased Assets and arising under, (iv) any liability pertaining to services provided by the Seller prior to the Closing Datebased upon, or insurance related mattersrelating to, (v) any liabilities and obligations of the Seller with respect to the Excluded AssetsEnvironmental Law, (vi) any liabilities arising under Environmental Permit, Environmental Claims or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable)Release, regardless of whether when the conduct giving rise to any such liability, obligation, or commitment occurred; (k) the Shared Contract Obligations subject to Section 7.18; (l) to the extent not specifically identified above, any liabilities are disclosed on to the Schedules to this Agreement. The Seller and extent included in the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption calculation of the Assumed Obligations shall Adjustment Amount in no way expand accordance with Appendix A; and (m) the rights or remedies of third parties against Buyer as compared to the rights liabilities, obligations and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedcommitments listed on Schedule 2.3(m).

Assumed Obligations. At the Closing, Buyer shall hereby agrees to assume, bear and shall agree to satisfy and discharge as the same shall become dueperform all duties, the Seller’s obligations and liabilities first of every kind and character arising subsequent after the Effective Time, but not otherwise with respect to the Closing (excluding any obligations Assigned Interests and the ownership or liabilities that relate operation thereof, attributable to periods after the period preceding the ClosingEffective Time, including, without limitation, fifty percent (50%) of the obligations assumed by Seller pursuant to the Continental Purchase Agreement and all obligations arising out of (a) the Assigned Interests, (b) ad valorem, property, severance and other similar taxes or liabilities arising assessments based upon or accruing with respect to any default or breach measured by the Seller prior ownership of the Assigned Interests or the production attributable thereto, (c) the condition of the lands and any other property related to the ClosingAssigned Interests, regardless of whether such condition arose before or after the Effective Time, (d) under such obligations to properly plug and abandon or remove all xxxxx, flowlines, gathering lines and other facilities, equipment or other personal property or fixtures related to the Assigned Interests (collectively, the “Abandonment Obligations”), (e) obligations to restore the surface and subsurface of the Contracts as are set forth lands related to the Assigned Interests and obligations to bring such lands and any other property located thereon or related thereto into compliance with applicable Environmental Laws (including, without limitation, conducting any remediation activities that may be required on Schedule 2.2.2 or otherwise in connection with activities on the lands related to the Assigned Interests), (f) the obligations to pay working interests, royalties, overriding royalties and other interest held in suspense, and (g) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment For purposes of the Sellerthis Agreement, the Owner term “Environmental Laws” shall mean all laws, statutes, ordinances, court decisions, rules and regulations of any governmental authority pertaining to health or the Owner Memberenvironment as may be interpreted by applicable court decisions or administrative orders, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note PayableClean Air Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and dischargeFederal Water Pollution Control Act, as amended, the same shall become dueOccupational Safety and Health Act, all Excluded Liabilities. Buyer’s assumption as amended, the Resources Conservation and Recovery Act, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendment and Reauthorization Act of 1986, as amended, the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer Hazardous Materials Transportation Act, as compared to the rights amended, and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedcomparable state and local laws.

Assumed Obligations. At the Closing, Buyer Purchaser shall assume, assume and shall agree to satisfy and timely discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any following liabilities and obligations of the Seller and the Shareholders (the "Assumed Obligations"): (a) the obligations of Seller under all contracts, agreements, leases and commitments transferred by Seller to Purchaser under this Agreement (i) that are listed and described (or not required to be listed and described) on Schedule 4.8 (as supplemented) or on the updated list of contracts required by Section 10.4, or included in the Assets pursuant to Section 7.2, and (ii) to the extent required to be approved in writing by Purchaser pursuant to the provisions of Article 7, that are so approved; (b) all liabilities described in Section 12.10; (c) assumed Encumbrances, Permitted Encumbrances (to the extent any liabilities or obligations relating thereto have not been retained by Seller or the Shareholders pursuant to this Agreement), expenses to renew or keep in effect Permits, warranty repair costs, costs not covered or reimbursed by PACCAR or Peterbilt in connection with defending product liability litigation; and (d) all liabilities and obligations related to the Assets or Business assumed by Purchaser elsewhere in this Agreement or otherwise in connection with the transactions contemplated hereby; provided that Purchaser specifically does not assume any liabilities of Seller under any contracts or agreements with respect to the Excluded Assets, (vi) any liabilities arising under breaches or in connection with an Employee Plan, alleged breaches of such contracts or (vii) any other liabilities arising prior to agreements by Seller occurring on or before the Closing Date (includingor any injury to Persons or to property of Seller resulting from acts, without limitationevents or omissions occurring on or before the Closing Date. Except as specifically set forth in this Section 3.2, the Purchaser shall not assume, and shall not be treated as having assumed, any liability or obligation of Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedany nature whatsoever.

Assumed Obligations. At the Closing, Buyer shall assumeagrees to assume Seller's obligations (a) under the Assumed Contracts listed on SCHEDULE 1.2(c), (b) under the Real Property Leases, as provided in the Lease Assignments, and (c) under the Assumed Liabilities listed on SCHEDULE 2.1 and only such obligations. Anything in this Agreement or elsewhere to the contrary notwithstanding, in no event shall agree Buyer be required to satisfy assume or in any way become responsible or liable for, or be deemed to have assumed or become liable or responsible for, any duty, obligation, debt or liability of Seller, whether or not related to the Business or the Assets, except as specifically provided herein and discharge as in the same shall become dueLease Assignments, or otherwise expressly assumed in writing by Buyer; it being expressly acknowledged that it is the Seller’s obligations intention of the parties hereto that all duties, obligations, debts and liabilities first arising subsequent to of Seller (other than obligations expressly assumed by Buyer herein, in the Closing (excluding any obligations Assumption, or in the Lease Assignments) shall be and remain solely the duties, obligations, debts and liabilities that relate to the period preceding the Closingof Seller. Specifically, including, and without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such implied limitation of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligationsforegoing, Buyer shall not assume or be responsible at agree to pay, perform or discharge any time for any liability, obligation, Indebtedness liabilities or commitment obligations of the Seller, the Owner whether accrued, absolute, contingent or the Owner Memberotherwise, whether absolute based on or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred in connection with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the defects in products sold, rented or distributed by Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating prior to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”)Closing, (ii) any liability of the Seller and/or the Owner in connection with any employee benefitsimplied or express warranties relating to such products, or (iii) any liability bulk sales or bulk transfer laws (it being the intent of the parties that Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any shall be liable for all such liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities and obligations are disclosed on initially the Schedules to this Agreement. The Seller liabilities and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption obligations of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedBuyer).

Assumed Obligations. At the ClosingThe Asset Xxxxxxser hereby assumes and agrees to pay, Buyer shall assumesatisfy, perform and shall agree to satisfy and discharge discharge, as the same shall become due, the Seller’s obligations as of and liabilities first arising subsequent to after the Closing (excluding any obligations or liabilities that relate to the period preceding the ClosingDate, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such all of the Contracts as are ordinary course business obligations of VICBP associated with the Business, including all obligations under existing Contracts, capital leases and operating leases of VICBP specifically set forth on Schedule 2.2.2 SCHEDULE 1.2(A) hereto (collectivelythe "ASSUMED OBLIGATIONS"). The parties acknowledge and agree that the Assumed Obligations shall include fulfilling orders existing as of the date hereof for products, including those for which prepayments have been made by the customer. Except as expressly set forth in this SECTION 1.2 and SCHEDULE 1.2(A), the “Assumed Obligations”). Except for the Assumed Obligations, Buyer Asset Purchaser shall not assume or otherwise be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner MemberVICBP, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilitiesotherwise, obligationsincluding, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to to, any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member VICBP (a) incident to, arising out of or incurred with respect to, to this Agreement and the transactions contemplated hereby or the Other Acquisition (including except that any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable owing as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or Acquired Assets shall be borne equally between VICBP and the Owner in connection with any employee benefitsAsset Purchaser) or (b) which otherwise arise or are asserted or incurred by reason of events, (iii) any liability of the Seller and/or the Owner under any federal, state acts or local law, rule, regulation, ordinance, program, permittransactions occurring, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller operation of VICBP's business prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to on the Closing Date (including, without limitation, the Seller Note Payable"EXCLUDED LIABILITIES"), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree VICBP agrees to satisfy and discharge, discharge the Excluded Liabilities as the same shall become due. Any payment, all Excluded Liabilities. Buyer’s assumption of debt or other ordinary course obligation covering periods prior to as well as after the Assumed Obligations Closing Date shall in no way expand be prorated between the rights or remedies of third parties against Buyer as compared such that VICBP shall satisfy and discharge such portion relating to the rights period prior to the Closing Date and remedies which such parties would have had against the Seller or Asset Purchaser shall satisfy and discharge all of those arising from and after the Owner had this Agreement not been consummatedClosing Date.

Assumed Obligations. At the Except as provided in Section 10.04 and subject to Section 10.03, at Closing, Buyer Purchaser shall assume, pay, discharge and shall agree to satisfy and discharge as perform the same shall become due, following (the Seller’s "Assumed Obligations"): (a) those obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate attributable to the period preceding after the Closing, including, without limitation, obligations Effective Date and that arise out of events occurring after the Effective Date under or liabilities arising or accruing with respect to the Related Agreements (other than liabilities or obligations attributable to any default or breach failure by Seller to comply with the terms thereof); (b) other obligations and liabilities of Seller prior but only to the Closingextent that there shall have been an adjustment or accounting adjustment entry with respect thereto pursuant to Section 3.02; (c) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness all obligations and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident liabilities relating to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby attributable to ownership or the Other Acquisition (including any and all sales or use, income or other Taxes arising out operation of the transactions contemplated hereby or thereby). The Seller, Assets after the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) Effective Date other than any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Income Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Sellerwithout prejudice to Purchaser’s right to enforce representations, warranties, covenants and indemnities expressly provided under this Agreement), ; (ivd) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller other than with respect to the Excluded AssetsObligations, (vi) any liabilities and all liabilities, obligations or commitments arising under or after the Effective Date in connection with an Employee Planor relating in any way to the use, ownership or operation of the Systems or Assets, or any activities or operations occurring or conducted at the Real Property, whether accrued, contingent, absolute, determined, determinable or otherwise, which arise under or relate to any Environmental Legal Requirement (viiwithout prejudice to Purchaser’s right to enforce representations, warranties, covenants and indemnities expressly provided under this Agreement); (e) any all other obligations and liabilities relating to, arising out of or attributable to the ownership or operation of the Assets after the Effective Date (other than Income Taxes of Seller) and (f) all other obligations and liabilities with respect to the Assets for which Seller was liable prior to the Closing Date expiration of applicable representations, warranties, covenants and agreements upon expiration or termination of same (includingfor avoidance of doubt, without limitation, the Seller Note Payableit is acknowledged that representations and warranties as to compliance with Environmental Legal Requirements described in Section 4.01(k) shall not expire), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At the Upon Closing, Buyer shall assumeassume and timely and fully pay, perform and shall agree otherwise discharge, without recourse to satisfy and discharge as the same shall become dueSeller, the Seller’s all duties, obligations and liabilities first arising subsequent of every kind and character with respect to the Closing (excluding any obligations Property or liabilities that relate the ownership or use of the Property, except to the period preceding extent Seller is required to indemnify Buyer under Section 9.4, whether attributable to periods before, on or after the ClosingEffective Time, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY IN THE CASE OF THIS SECTION 9.1 Liabilities actually resulting on the account of the gross negligence or willful misconduct of a member of THE Seller Indemnified Parties, including, without limitation, those arising out of: (a) the terms of the Leases, Permits and Easements, the Related Contracts and all other orders and contracts of record to which the Property or the ownership or use thereof is subject; (b) payment of funds held in suspense for the benefit of third parties; (c) the condition of the Property; (d) obligations to properly plug and abandon or liabilities arising re-plug or accruing re-abandon or remove or bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Property; (e) any violations of Environmental Laws; (f) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement; (g) responsibility for the proper and timely payment of all royalties, overriding royalties, production payments, net profits obligations and other burdens or encumbrances to which the Property is subject; (h) responsibility for compliance with respect to any default or breach by the Seller prior all applicable laws, ordinances, rules, and regulations pertaining to the ClosingProperty; and (i) under such responsibility for taxes and expenses (including, without limitation, Property Taxes and Excise Taxes) for which Buyer is responsible as provided in Article 10; and (j) any Claims or liability as to which Seller does not have, or no longer has, an obligation to indemnify Buyer in accordance with the terms of the Contracts as are set forth on Schedule 2.2.2 this Agreement (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At As partial consideration for the Closingconsummation of the transaction contemplated hereby, on the Closing Date, the Buyer shall assume, execute and deliver to the Seller the Instrument of Assumption pursuant to which the Buyer shall assume and agree to satisfy discharge all of the liabilities and discharge obligations of the Seller set forth below (the "Assumed Obligations") in accordance with the respective terms and subject to the respective conditions thereof: (a) except as expressly set forth in Section 2.5(b), all liabilities and obligations of the same shall become dueSeller under the Assumed Agreements and the Transferable Permits in accordance with the terms thereof, except, in each case, to the extent such liabilities and obligations, but for a breach or default by the Seller’s obligations and liabilities first arising subsequent , would have been paid, performed or otherwise discharged on or prior to the Closing (excluding any obligations Date or liabilities that relate to the period preceding extent the Closing, including, without limitation, obligations same arise out of any such breach or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing; (b) under such all liabilities and obligations relating to any customer deposits and customer advances of the Contracts as Business, in each case, to the extent that such deposits are set forth on Schedule 2.2.2 included in the Purchased Assets; (collectivelyc) all liabilities and obligations assumed by, or allocated to, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for pursuant to Section 7.8; (d) any liability, obligationobligation or responsibility under or related to former, Indebtedness current or commitment of the Seller, the Owner or the Owner Memberfuture Environmental Laws, whether absolute such liability or contingentobligation or responsibility is known or unknown, accrued contingent or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident toaccrued, arising out as a result of or incurred in connection with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability violation or alleged violation of Environmental Law after the Seller and/or Closing, with respect to the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to ownership of the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability operation of the Seller pursuant Business; (ii) loss of life, injury to Section 5.4)persons or property or damage to natural resources caused (or allegedly caused) by the (A) off-site treatment, (B) any and all liabilities disposal, storage, transportation, discharge, recycling, or the arrangement for Taxes such activities, or Release or threatened Release of Hazardous Substances at or after the Seller and/or Closing, in connection with the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer ownership of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability the operation of the Seller and/or Business, or (B) the Owner presence or Release of Hazardous Substances at, on, in, under, adjacent to or migrating from or onto any of the Purchased Assets after the Closing, including, but not limited to, Hazardous Substances contained in connection with building materials in any employee benefitsof the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at, on, in, under, adjacent to or migrating from or onto any of the Purchased Assets; (iii) the investigation or remediation (where such investigation or remediation commences after the Closing) of Hazardous Substances that are present or have been Released after the Closing at, on, in, under, adjacent to or migrating from or onto the Purchased Assets, including, but not limited to, Hazardous Substances contained in building materials in any liability of the Seller and/or Purchased Assets or in the Owner under any federalsoil, state or local lawsurface water, rulesediments, regulationgroundwater, ordinance, program, permitlandfill cells, or in other legal requirement relating environmental media at, on, in, under, adjacent to health, safety, hazardous substances or migrating from any of the Purchased Assets; and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, matters listed on Schedule 5.7; (ve) any all liabilities and obligations assumed by the Buyer pursuant to Section 7.9 except as expressly provided in Section 7.9(d); and (f) all of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payabledescribed on Schedule 2.3(f), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At the Closing, Buyer Purchaser shall assume and agree to timely discharge the obligations of Seller under all contracts and agreements transferred by Seller to Purchaser under this Agreement that are (a) listed and described on Schedule 4.8 or on the updated list of contracts required by Article 13 and (b) accepted in writing by Purchaser pursuant to the provisions of Section 4.8 or Articles 10 or 13; provided that Purchaser specifically does not assume any liabilities of Seller under any contracts or agreements with respect to any breaches of such contracts or agreements occurring on or before the Closing Date or any damages to third parties resulting from acts, events or omissions occurring on or before the Closing Date. Except for the obligations expressly assumed by Purchaser pursuant to this Agreement, Seller shall take full and complete responsibility for all of its respective liabilities, debts and obligations, whether known or unknown, now existing or hereafter arising, contingent or liquidated (the "Retained Liabilities"), and Purchaser shall not assume, and or in any way be liable or responsible for, any of the Retained Liabilities. The Retained Liabilities shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, includinginclude, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to following: (a) the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except responsibility for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unassertedcontributions to, or otherwise (such liabilitiesany liability in connection with, obligationsany employee pension benefit plan, Indebtedness any employee welfare benefit plan, or other employee benefit agreement or arrangement maintained by Seller for its employees, former employees, retirees, their beneficiaries or any other person, and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition continuation coverage (including any and all sales penalties, excise taxes or use, income or other Taxes arising out interest resulting from the failure to provide continuation coverage) required by Section 4980B of the transactions contemplated hereby Code due to qualifying events which occur on or thereby). The before Closing Date; (b) any liability or obligation of Seller, the Owner and the Owner Member expressly acknowledge and agree thator any consolidated group of which Seller is a member, for any federal income tax or state franchise tax, or for any foreign, federal, state, commonwealth, county or local taxes of any kind or nature, or any taxes levied by any other legitimate taxing authority, or any interest or penalties thereon, except for the Assumed Obligations, the Seller, the Owner any proration and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated assumption thereof by Purchaser pursuant to pay, perform, defend or discharge, Article 20 hereof; (ic) any liability to which any of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or parties may become payable subject as a result of the fact that the transactions contemplated by this Agreement are being effected without compliance with the bulk sales provisions of the Uniform Commercial Code as in effect in the State of Michigan; (including but not limited to d) any transfer, documentary, sales, use, and other Taxes assessed upon or liability with respect to the transfer any claims, suits, actions or causes of action arising out of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability conduct of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state Business on or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date; (e) notwithstanding any disclosures or representations by Seller, any dispute, litigation, settlement, negotiation, administrative or insurance other proceeding, any related mattersor subsequent litigation, (v) appeal or administrative action and any liabilities and obligations debt, obligation or liability arising out of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising facts existing prior to the Closing Date Date; (includingf) any non-compliance by Seller with any applicable laws, rules and regulations relating to employment and labor management relations, including without limitationlimitation any provisions thereof relating to wages and the payment thereof, hours of work, collective bargaining agreements, workers' compensation laws and the withholding and payment of Social Security and similar taxes; (g) any failure by Seller Note Payable)to withhold all amounts required by law or agreement to be withheld from the wages or salaries of its employees, regardless and any liability for any wage arrearages, taxes or penalties for failure to comply with any of whether such liabilities are disclosed on the Schedules to this Agreement. The foregoing; (h) any liability arising out of any controversies between Seller and its employees or former employees or any union or other collective bargaining unit that has been certified or recognized by any Seller as representing any of its employees; (i) accounts payable of Seller; and (j) without limiting the Owner further agree to satisfy and discharge, as generality of the same shall become dueforegoing provision of this Section 3.2, all Excluded Environmental Liabilities. Buyer’s assumption of the Assumed Obligations shall , known or unknown, whether now existing or hereafter arising, in, on, at, under, arising in no way expand the rights connection with, or remedies of third parties against Buyer as compared related to the rights and remedies real property located at 921 Xxxxx Xxxx, Onion Township, Michigan, at which such parties would have had against Seller currently operates its Pontiac dealership (the Seller or the Owner had this Agreement not been consummated"Old Pontiac Location").

Assumed Obligations. At the Closing, Buyer Purchaser shall assume, assume and shall agree to satisfy pay, satisfy, perform and discharge as the same shall become duedue only the liabilities of Parent and Seller Companies, including all post-Closing obligations under (i) existing Purchaser approved Contracts that are included among the Seller’s Acquired Assets (other than obligations and or liabilities first arising subsequent as the result of the breach of any such Contract prior to the Closing Date), (excluding any ii) capital leases of Parent and Seller Companies set forth on Schedule 1.2(a) attached hereto (not to exceed an aggregate balance at Closing of One Hundred Fifty Thousand Dollars ($150,000)) and (iii) operating and real property leases of Parent and Seller Companies set forth on Schedule 1.2(a) attached hereto (other than obligations or liabilities relating to defaults thereunder that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller arose prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”), pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit 1.2(a) attached hereto (the “Assumption Agreement”). Each of the Contracts assumed hereunder is independently assumed subject to the representations, warranties (including that such Contract is not in default on the Closing Date), covenants and conditions made herein as to that Contract. Except for the Assumed Obligationsas expressly set forth in this Section 1.2 and Schedule 1.2(a) attached hereto, Buyer Purchaser shall not assume or otherwise be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner any Seller Company or the Owner MemberParent, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilitiesotherwise, obligationsincluding, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to to, any liabilities, obligations, debts or commitments of Seller Companies or Parent (a) in respect of any indebtedness for money borrowed or accounts payable; (b) under or in respect of any equipment leases or other financing agreements other than in respect of those specifically set forth as Assumed Obligations, but in no event shall Purchaser be responsible for any fees or costs in connection with the Sellertransfer of the equipment leases which are a part of the Assumed Liabilities or for any service or maintenance agreements; (c) under any employment agreements, consulting agreements, professional radiology service agreements with Seller Companies (except those specifically assumed hereunder), management agreements or other such agreements; (d) relating to any lease obligations of any kind relating to real property, other than those included in the Owner Assumed Obligations, from and after the Closing, (e) relating to or arising out of any pending claims, actions, arbitrations and/or other proceedings against Seller Companies; (f) relating to recapture of any depreciation deduction or investment tax credit of Seller Companies; (g) relating to any claims, obligations or liabilities in respect of environmental remediation or any violation of any environmental laws or regulations, or any other violation or alleged violation of applicable law or regulations by the Owner Member Seller Companies; (h) relating to any business operations other than the Business; (i) incident to, arising out of or incurred with respect to, to this Agreement and the agreements, documents, instruments, and transactions contemplated hereby hereby; (j) which otherwise arise or are asserted or incurred by reason of events, acts or transactions occurring, or the Other Acquisition (including any and all sales or use, income or other Taxes arising out operation of the transactions contemplated hereby Business, prior to or therebyon the Closing Date; (k) for outstanding checks and other similar obligations; (l) relating to the employee benefit plans, employee policies, employee Contracts, employee programs and/or arrangements of Seller Companies or any of their Subsidiaries and Affiliates with Employees (including, but not limited to, any severance or bonus payments payable to any Employee of any Seller Company). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated ; (m) relating to pay, perform, defend or dischargeProduct Liability Claims; (n) relating to Taxes, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating attributable to the Purchased Acquired Assets or the Assumed Obligations Business with respect to all periods prior to and including the Closing Date (including any Taxes taxable period or portion thereof that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred ends on or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date or (includingii) imposed on any Seller Company or Parent; or (m) arising out of or relating to any diagnostic tests or other services rendered by Seller Companies, without limitationincluding any relating to medical malpractice (collectively, the “Excluded Liabilities”). Parent and Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further Companies agree to satisfy and discharge, discharge each of the Excluded Liabilities as the same shall become due, all Excluded Liabilities. BuyerPurchaser’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer Purchaser as compared to the rights and remedies which that such parties would have had against the Parent or any Seller or the Owner Company had this Agreement not been consummated.