Common use of Assumption of Certain Liabilities Clause in Contracts

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.

Assumption of Certain Liabilities. On the terms and subject Except as expressly contemplated by this Section 1.4, Purchaser shall not assume any Liabilities of Seller (whether or not related to the conditions set forth herein and in Transferred Assets, the Sale Order effective as of Business or the Excluded Assets). At the Closing, Purchaser shall irrevocably (A) assume the lesser of (x) One Million Five Hundred Thousand Dollars ($1,500,000) of indebtedness under the Sallyport Facility and (y) the actual amount of indebtedness under the Sallyport Facility (including the principal amount thereof and accrued and unpaid interest thereunder) (the “Sallyport Assumed Debt Amount”); (B) assume Seller’s obligation to refund a security deposit in the amount of Five Hundred Forty-Eight Thousand Three Hundred Sixty-Four Dollars ($548,364) (the “Security Deposit Amount”) to its subtenant pursuant to the Sublease Agreement, dated as of December 27, 2017, between Say Media, Inc. and Cloudpassage, Inc., at the end of such sub-tenancy on or about August 31, 2018; (C) assume, discharge and perform as and when due all of the obligations of Seller under the Seller Contracts identified on Schedule 1.1(d) and under the Real Property Leases; provided, however, if Seller shall not have obtained, prior to the Closing Date, any Consent required to be obtained from each any Person with respect to the assignment or delegation to Purchaser of any rights or obligations under a Seller Contract identified on Schedule 1.1(d), the respective benefits and burdens under such Seller Contract shall be treated as set forth in Section 6.11; (D) assume Seller’s obligations with respect to all sales commissions that remain unpaid as of the Closing payable to any Seller Service Provider with respect to Seller’s second and third fiscal quarters of its fiscal year ending December 31, 2018; (E) assume the Liabilities of Seller set forth on Schedule 1.4; and (F) the Liabilities of Seller arising in the ordinary course of business from and after July 31, 2018 through to and including the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms(clauses (A) through (F), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein herein, in the Sale Order, and in the Canadian Sale Order Recognition Order, effective as of the Closing, in addition to the payment of the Cash Payment in accordance with Section 2.1, Purchaser or a Designated Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller Sellers shall irrevocably transfer, assign, convey, and deliver to Purchaser or a Designated Purchaser, only the following Liabilities, without duplication and only to the extent not paid prior to the Closing (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out and obligations of or relating to any Seller under the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are become due from and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (c) all Liabilities (including, for the avoidance of doubt, Taxes other than income Taxes of Sellers) relating to amounts required to be paid, or actions required to be taken or not to be taken, by Purchaser under this Agreement and all Transfer Taxes; (d) any Liability all Liabilities agreed to be assumed by Purchaser or for Taxes (including the payment thereof) attributable which Purchaser has agreed to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11);be responsible in accordance with this Agreement; and (e) Transfer Taxes; and all Liabilities arising out of or relating to any environmental, health or safety matter, including those arising under or relating to Environmental Laws or Hazardous Materials, in connection with ownership, operation, use or maintenance of the Acquired Assets, whenever arising or occurring (fthe “Environmental Liabilities”) subject other than those Environmental Liabilities (i) that are dischargeable, or capable of being sold free and clear, pursuant to Purchaser’s further reviewSection 363 of the Bankruptcy Code, certain customer deposits the CCAA, the Sale Order or the Canadian Sale Recognition Order, (ii) that are otherwise dischargeable pursuant to be identified by Section 1141 of the Parties in good faith prior Bankruptcy Code, the CCAA, the Sale Order or the Canadian Sale Recognition Order, or (iii) from which the Acquired Assets are otherwise released as of the Closing pursuant to an Order of the ClosingBankruptcy Court or Canadian Court, including the Sale Order and Canadian Sale Recognition Order, respectively.

Assumption of Certain Liabilities. On the terms and subject a. Notwithstanding anything contained in this Agreement or in any Exhibit to the conditions set forth herein contrary, Buyer is not and in the Sale Order effective as shall not assume any liabilities of the ClosingBusiness or of the Seller, Purchaser shall irrevocably assume from each except for the following liabilities of the Seller (and from and pertaining solely to the operation of the Business after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication Date (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out i. The obligations of or relating to the ownership Seller and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due related payment requirements from and payable after the Closing (including, Date under the unexpired facility leases for the avoidance office of doubt, accounts payable due Seller as set forth on the Schedule of Lease Obligations attached hereto as Exhibit 5-A1. ii. The obligations of Seller and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or related payment requirements from and after the Closing and (ii) assumed Date under any equipment lease, lease/purchase or maintenance agreements for those items of office equipment to be purchased by Purchaser Buyer pursuant to Section 5.9;this Agreement, as set forth on the Schedule of Equipment Leases attached hereto as Exhibit 5-A2. iii. The obligation to pay the Buyer’s customary and normal commissions with respect to mortgage transactions which are pending at the time of Closing and which are finalized following Closing. iv. The obligation to pay to Shareholder monthly rent in the amount of SIX THOUSAND FOUR HUNDRED ELEVEN and 45/100 Dollars (c) all cure costs required to $6,411.45), as well as one prorated payment of THREE THOUSAND TWO HUNDRED FIVE and 73/100 Dollars ($3,205.73), that has been prepaid by Seller Parties through March 2007. Such amount shall be paid pursuant to section 365 the Promissory Note. b. Notwithstanding anything contained in this Agreement or in any Exhibit to the contrary, Buyer does not assume any liability not being identified herein as being assumed by Buyer, and in particular (by way of illustration and not limitation) Buyer does not assume any of the Bankruptcy Code in connection with following liabilities, which liabilities will remain the assumption obligations of Seller (such liabilities are herein collectively referred to as the “Excluded Liabilities”): i. Any and assignment all trade payables outstanding, accrued to, or due as of the Assigned Contracts (the “Cure Costs”);Closing Date. (d) ii. Any and all accrued salaries, overtime pay, vacation pay, holiday pay, accrued time off pay of any Liability type, expenses and other employee compensation for Taxes (including the payment thereof) attributable both temporary and permanent employees of Seller payable up to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant unless otherwise assumed hereunder. iii. FICA, withholding, and other payroll related taxes payable up to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith Closing Date for any and all periods prior to the ClosingClosing Date. iv. Sales tax obligations for any and all services rendered prior to the Closing Date. v. Other taxes, fees and assessments payable by Seller or accrued as of the Closing Date. vi. Audit or other similar adjustments, including any penalties or fines, related to FICA and other payroll taxes, sales taxes, retirement plan contributions, workers’ compensation insurance and similar expenses subject to audits and adjustments for occurrences and time periods prior to the Closing Date. vii. Federal and state taxes on income earned by Seller prior to the Closing Date and accrued to or payable as of the Closing Date. viii. Revolving credit line obligations or other short term bank borrowings, long term bank loans or installment payment debts of Seller. ix. Notes and other financial instruments payable by Seller. x. Any and all notes payable, advances, deferred compensation or other debts owed to Shareholders, or any other employee of, or contractor to, Seller, including any payments related to compensation, vacation pay, sick pay, fringe benefits, or reimbursable expenses related to the employment of, or services performed by, any of such individuals prior to the Closing Date. xi. Any and all other liabilities of Seller existing as of the Closing Date and not specifically listed as being assumed by Buyer in Section 5a of this Agreement. xii. Any contingent or unstated liabilities of Seller including, but not limited to, liabilities occurring as a result of legal actions, suits or other claims and resulting from actions or other occurrences which took place prior to the Closing Date. c. All of the Assets shall be free of any liens, claims, liabilities, charges, restrictions, royalties, fees or other encumbrances other than (i) liens for Taxes which are not due and payable as of the Closing Date, (ii) the leases set forth on the Schedule of Lease Obligations at Exhibit 5-A1, (iii) the equipment leases, lease/purchase or maintenance agreements set forth on the Schedule of Equipment Leases at Exhibit 5-A2, and (iv) encumbrances which would not have a material adverse effect on the Business (collectively, the “Permitted Encumbrances”). No later than the Closing Date, the Seller shall secure written releases for the Assets acquired from the holder of any lien, security interest or other obligation of the Seller related to any lien, security interest or other encumbrance attaching to all or any category of the assets of Seller.

Assumption of Certain Liabilities. On Subject to the terms and subject conditions of this Agreement, Buyers shall assume and perform and pay: (i) those liabilities and obligations of Seller accruing or arising on and after May 1, 1997 (A) with respect to the conditions set forth herein Stores' utilities and in merchant association dues and expenses, (B) under the Sale Order effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms)Stores' leases, and such Seller shall irrevocably transfer, assign, convey, and deliver (C) with respect to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising Seller's purchase orders existing at or after the Petition Date that are due and payable after the Closing (includingsubject to Section 8(a)(i) below), for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) to Seller at Closing (except as to the amount payable pursuant to (A) immediately below, which shall be paid to Gilbxxx Xxxxxxxxx xx Closing): (A) the sum of One Hundred Sixty-Six Thousand Six Hundred Sixty-Seven Dollars ($166,667) (or such lesser amount as the Company and Gilbxxx Xxxxxxxxx xxx agree, provided that evidence of such agreement shall be provided by Buyers to Seller at Closing) arising under Section 6(b) of the Employment Agreement dated September 6, 1995 between the Company and Gilbxxx Xxxxxxxxx (xxe "Hollxxxxx Xxxeement"), it being understood that PPI may, but is not obligated to, hire Gilbxxx Xxxxxxxxx xx whatever terms they may mutually agree upon, (B) 50% of advertising expenses for Mothers Day, estimated to total $4,900 (or $2,450 for 50%), (C) the cost of boxes and bags with new logo ordered from S. Wxxxxx Xxxkaging under a purchase order dated March 14, 1997, estimated to be $88,130 (the "SWP Boxes and Bags"), (D) all costs incurred by Seller through Closing for rebuilding the Newport Store kiosk; (E) any other liability mutually agreed upon in writing between Seller and Buyers. With the exception of the liabilities and obligations to be assumed by Purchaser Buyers pursuant to Section 5.9; (c) all cure costs required to the preceding sentence and the other provisions of this Agreement, Buyers shall not assume and shall in no event be paid liable for any other debts, liabilities or obligations of Seller, whether fixed or contingent, known or unknown, liquidated or unliquidated, secured or unsecured, or otherwise and regardless of when they arose or arise. The obligations of Buyers pursuant to section 365 of this Section 3 shall be evidenced by an assumption agreement setting forth such obligations, in the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts form attached hereto as Exhibit "A" (the “Cure Costs”"Assumption Agreement"); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined . All liabilities and obligations of Seller not assumed by Buyers pursuant to this Section 5.11); (e) Transfer Taxes; and (f) subject 3 shall hereinafter be referred to Purchaser’s further review, certain customer deposits to be identified by as the Parties in good faith prior to the Closing"Retained Liabilities."

Assumption of Certain Liabilities. On (a) Subject to the terms and subject --------------------------------- conditions of this Agreement, except as otherwise specifically provided in this Section 1.2 (including in respect of the Retained Liabilities, as set forth in paragraph (b) below), on the Closing Date, Buyer will assume and agree to pay, discharge or perform, as appropriate, the following specific liabilities and obligations of Sellers (the "Assumed Liabilities"): ------------------- (i) all executory liabilities and obligations of Sellers in respect of the Contracts arising after Closing, except that Buyer shall not assume or agree to pay, discharge or perform any (1) liabilities or obligations of the aforesaid character existing as of the Closing Date and which under GAAP should have been accrued or reserved for on a balance sheet as a liability or obligation; and (2) liabilities or obligations arising out of any breach or default (including for this purpose any event which, with notice or lapse of time would constitute such a breach or default) by Sellers or any of their Affiliates of any provision of any Contract, including liabilities or obligations arising out of Sellers' or any of their Affiliates' failure to perform any agreement, contract, commitment or lease in accordance with its terms prior to the conditions Closing; (ii) the trade payables of the Business set forth herein in detail on Schedule 1.2(a)(ii) and reflected on the Closing Balance Sheet or if no Closing ------------------- Balance Sheet is prepared, on the Interim Balance Sheet; and (iii) accruals for payroll, payroll taxes, vacation and holiday pay, and bonuses for calendar 2000 for Transferred Employees made in accordance with GAAP and consistent with past practices and reflected on the Sale Order effective Closing Balance Sheet or if no Closing Balance Sheet is prepared, on the Interim Balance Sheet. (b) Buyer will not assume any liabilities, commitments or obligations (known or unknown, contingent or absolute and whether or not determinable as of the Closing) of Sellers or any of their Affiliates except for the Assumed Liabilities as specifically and expressly provided for above, Purchaser whether such liabilities or obligations relate to payment, performance or otherwise, and all liabilities, commitments or obligations (known or unknown, contingent or absolute and whether or not determinable as of the Closing) not expressly transferred to Buyer hereunder as Assumed Liabilities are being retained by Sellers or their Affiliates (the "Retained Liabilities"), who shall remain -------------------- liable therefor unconditionally and without right of set-off; Sellers, on behalf of themselves and their Affiliates, hereby irrevocably assume and unconditionally waive and release Buyer from each Seller all Retained Liabilities, including any Retained Liabilities created by statute or common law. Without limitation to the foregoing, all of the following shall be considered Retained Liabilities and not Assumed Liabilities for the purposes of this Agreement (whether or not accrued or reserved for on the Interim Balance Sheet): (i) any product liability or similar claim for injury to person or property, regardless of when made or asserted, which arises out of or is based upon a theory of strict liability under Section 402A of the Restatement (2nd) of Torts, negligence, gross negligence or any analogous or similar provision of statutory or common law, or any express or implied representation, warranty, agreement or guarantee made by Sellers or their Affiliates or alleged to have been made by Sellers or their Affiliates or which is imposed or asserted to be imposed by operation of law, in connection with any service performed or product manufactured, sold or leased by or on behalf of Sellers or their Affiliates, including any such claim relating to any product delivered in connection with the performance of such service and from any such claim seeking recovery for consequential damages, lost revenue or income; (ii) any federal, state, foreign or local Tax (as defined in Section 2.13(c)) (A) payable with respect to the business, assets, properties or operations of Sellers, any predecessor of Sellers or any member of any affiliated group of which any of them is a member, for any period (1) ending prior to the Closing Date or (2) beginning before and ending after the Closing payDate, perform(B) incident to or arising as a consequence of the negotiation or consummation by Sellers (or, dischargeany predecessor of Sellers or any member of any affiliated group of which any of them is a member) of this Agreement and the transactions contemplated hereby or (C) payable with respect to any business, assets, properties, or otherwise satisfy operations of Sellers, any predecessor of Sellers or any of their Affiliates other than the Business, for any taxable period; (iii) except as set forth in accordance Section 1.2(a)(iii) and Section 4.5, any liability or obligation with respect to compensation or employee benefits of any nature owed to any employees, former employees, agents or independent contractors of Sellers or any of their respective terms)Affiliates, whether or not employed by Buyer after the Closing, that (A) arises out of or relates to the employment or service provider relationship between such Sellers, or such Affiliates and any such individuals, (B) arises out of or relates to any Benefit Plan or (C) arises out of or relates to events or conditions occurring on or before the Closing Date; (iv) any liability or obligation of Sellers or their Affiliates, arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, and such Seller shall irrevocably transferfees and expenses of counsel, assignaccountants, conveybrokers, finders and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”):other experts; (av) all Liabilities any liability or obligation of Sellers or any of their Affiliates existing as a result of any act, failure to act or other state of facts or occurrence which constitutes a breach or violation of Sellers' representations, warranties and covenants contained in this Agreement or the other Transaction Documents (as defined in Section 1.7); (vi) any Environmental Liability (as defined in Section 7.15); (vii) any liability of Sellers or the Business to Sellers or any of Sellers' Affiliates incurred prior to the Closing, including any intercompany payables or receivable credits specified in the Interim Balance Sheet (the "Intercompany Payables"); --------------------- (viii) any liability under applicable bulk transfer laws, or similar statutes, laws or regulations, including without limitation, state or local tax laws or creditor related laws, arising as a result of the transactions contemplated by this Agreement; or (ix) any other liability of Sellers or their Affiliates whatsoever, including any liability arising out of or relating to the ownership and or operation of the Acquired Assets, Assigned Contracts Assets (including any liability or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection indebtedness associated with the assumption Community Economic Betterment Account Agreement, among the Iowa Department of Economic Development, the City of Keokuk and assignment of Keokuk Steel Castings, Inc. dated June 20, 1991) and the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable Business on or prior to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (including any predecessor operations), including any claims, obligations or litigation arising out of or relating to events or conditions occurring on or before the Closing Date (including the threatened or pending litigation set forth on Schedule 2.20 hereto), regardless ------------- of when made or asserted, except for the Assumed Liabilities as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closingspecifically and expressly set forth herein.

Assumption of Certain Liabilities. On (a) Buyer agrees to assume only the terms following liabilities and subject obligations relating to the conditions set forth herein and in Business, whether known or unknown, fixed or contingent: (i) all obligations to give notice or other liabilities arising under the Sale Order effective as WARN Act arising out of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, any termination of Transferring Employees by Buyer or otherwise satisfy failure by Buyer to offer employment to any Employee in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the ClosingSection 9.1(b); (bii) all Liabilities liabilities and obligations of Seller under any group health, vacation, severance, salary continuation or termination pay plans or agreements of Seller for the benefit of Employees, and, with respect to severance, any plan, practice or policy, including, but not limited to, liability under Section 4980B of the Code or Sections 601-607 of ERISA on account of such Employees (i) as defined below), in respect each case resulting from the termination of Transferred employment of the Employees arising at with the Seller and its Affiliates on the Closing Date or with the Buyer and its Affiliates, after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9Date; (ciii) all cure costs required to be paid pursuant to section 365 liabilities and obligations of Seller under (A) Purchase Orders existing on the Bankruptcy Code in connection with Closing Date that are described on Schedule 5.6(b) and (B) the assumption and assignment of the Assigned Contracts (or the “Cure Costs”)applicable portions thereof that relate to the Business) that are listed or described on Schedule 5.6(a) and all other contracts entered into in the ordinary course of business, and (C) the Leases which are assigned to Buyer; (div) any Liability for Taxes (including all liabilities of the payment thereof) attributable to the Acquired Assets for a taxable period (Business incurred by Buyer or portion thereof) beginning its Affiliates after the Closing Date (as determined pursuant to Section 5.11)Date, other than Retained Liabilities; (ev) Transfer Taxesall liabilities of the Seller for Product Liability Claims relating to occurrences after the Closing Date; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.

Assumption of Certain Liabilities. On (a) In connection with the sale, transfer, conveyance, assignment and delivery of the Assets pursuant to this Agreement, on the terms and subject to the conditions set forth herein and in the Sale Order effective as of the Closingthis Agreement, Purchaser shall irrevocably assume from each Seller (and become responsible for, from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to PurchaserClosing, only the following Liabilities, without duplication obligations or liabilities (collectively, the “Assumed Liabilities”): ): (ai) all Liabilities those obligations or liabilities arising out of or relating under any Assumed Contract that accrue and are required to the ownership be performed from and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing);; (ii) the following promotional liabilities of Seller (the “Promotional Liabilities”): (A) any and all complimentaries or jackpot liabilities of Seller, (B) mailings and “match the deal” promotions, pull tab “carry out games” and (C) “two for one” dining coupons and dining gift certificates, all as more particularly described in Section 1.02(a)(ii) of the Disclosure Schedule, in an aggregate amount not to exceed $30,000.00; (iii) the accrued vacation pay and sick leave with respect to Employees of Seller who accept employment with Purchaser as of the Closing Date, as set forth in Section 1.02(a)(iii) of the Disclosure Schedule and (iv) those Liens described on Section 1.02(a)(iv) of the Disclosure Schedule. (b) Purchaser shall not assume or otherwise become responsible for, and Seller shall remain liable for and discharge when due, all Liabilities liabilities or obligations (i) in whether known or unknown, absolute or contingent, liquidated or unliquidated, due or to become due; and whether claims with respect of Transferred Employees arising at thereto are asserted before or after the Closing) of Seller that are not Assumed Liabilities (collectively, “Retained Liabilities”). In furtherance and not in limitation of the foregoing, within ten (10) days following the Closing and (ii) assumed by Purchaser pursuant Date, Seller shall file or caused to Section 5.9; (c) be filed all cure costs Washington state Tax Returns required to be filed in connection with the Business, pay all Taxes required to be paid pursuant to section 365 of the Bankruptcy Code in connection therewith, and promptly thereafter furnish Purchaser with copies of such Tax Returns, together with evidence of filing the assumption same and assignment payment of Taxes due thereunder; provided that notwithstanding the Assigned Contracts (the “Cure Costs”); (d) above, all Transfer Taxes shall be paid as set forth in Section 1.08 hereof. It is expressly understood and agreed by Seller that Purchaser shall not assume any Liability for Taxes (including the payment thereof) attributable liability or obligation and shall have no liability or obligation to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (any third party except as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties expressly provided in good faith prior to the Closingthis Agreement.

Assumption of Certain Liabilities. On Subject to the terms and subject conditions of this Agreement, and excluding any Retained Liabilities, Buyers are assuming and agreeing to the conditions set forth herein and in the Sale Order effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), perform and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, discharge when due only the following Liabilities, without duplication Liabilities relating to the Acquired Assets and Sellers’ operation of the Business (collectively, the “Assumed Liabilities”):) to the extent not previously performed or discharged: (a) all Liabilities arising, and accruing with respect to the period, after the Closing under the Assumed Contracts; provided that Buyers shall not assume any Liabilities attributable exclusively to a breach by any Seller that occurred prior to the Closing Date or any Liabilities relating to the financing of the Sellers; (b) any and all Liabilities arising, and accruing with respect to the period, after Closing and relating to the ownership, use or sale of any of the Acquired Assets or the sale of the Products (including any Liabilities relating to any product liability, consumer protection, consumer fraud, breach of warranty or similar claim for injury to Person or property), solely with respect to Products sold by Buyers and their Affiliates after the Closing; provided that Buyers shall not assume any Liabilities attributable exclusively to a breach by any Seller that occurred prior to the Closing Date; (c) any and all Liabilities arising out of the Manufacture, production, distribution, marketing, sale or use of any Product based on, utilizing or otherwise incorporating all or any portion of the Acquired Assets and that is sold on or after the Closing Date; provided that Buyers shall not assume any Liabilities attributable exclusively to a breach by any Seller that occurred prior to the Closing Date; (d) all Pre-Ordered Items listed on Schedule ‎1.3(d); (e) all Accounts Payable relating to the Business (excluding any Accounts Payable relating to Contracts that are not Assumed Contracts and any Liabilities Sellers are responsible for under Section 5.10(b)); and (f) any and all Liabilities arising out of or relating to the ownership and operation or use of the Acquired AssetsProduct Registrations or the Acquired Intellectual Property arising, Assigned Contracts or Acquired Businessesand accruing with respect to the period, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at on or after the Closing and (ii) assumed Date. No assumption by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 Buyers of any of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) Assumed Liabilities shall relieve or be deemed to relieve Sellers from any Liability for Taxes (including the payment thereof) attributable under this Agreement with respect to the Acquired Assets for a taxable period (any representations or portion thereof) beginning after the Closing Date (as determined pursuant warranties or covenants made by Sellers to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the ClosingBuyers.

Assumption of Certain Liabilities. On the terms and subject Except as provided in PARAGRAPH 2.3, Purchaser agrees to the conditions set forth herein and in the Sale Order effective as of assume on the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, to pay or perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication fixed and determinable obligations and liabilities of the Company relating to the Acquired Business or the Acquired Assets (collectively, collectively the “Assumed Liabilities”"ASSUMED LIABILITIES"): (a) all Liabilities obligations of the Company under the Assigned Contracts listed in the DISCLOSURE SCHEDULES, in each case, arising and to be performed only after the Closing, and excluding any obligations thereunder arising or to be performed prior to the Closing; provided, however, that Purchaser will not assume any obligation or liability resulting from or arising out of any penalty, default, breach, performance or relating non-performance by the Company under or with respect to the ownership and operation any of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing)Contracts; (b) all Liabilities the current liabilities of the Company of the types specified in SCHEDULE A (provided, that the assumption of liabilities to NLI and VCS shall be governed by PARAGRAPHS 2.2(C) and (D), respectively), to be assumed through the payment of cash or delivery of promissory notes or through such other method described herein or as determined by Purchaser; provided, however, the Purchaser shall not assume (i) the amount by which the current liabilities cause the Working Capital of the Company (as determined in respect of Transferred Employees arising at or after the Closing PARAGRAPH 2.5) to be less than $679,182; and (ii) assumed by Purchaser pursuant to Section 5.9any Excluded Liability; (c) all cure costs required debt for borrowed funds owed by the Company to National Loan Investors, LP ("NLI") as reflected on the Reference Date Balance Sheet under the items Wachovia Line of Credit and Wachovia - Auto Loans, to be paid pursuant to section 365 assumed and or repaid as set forth in the DISCLOSURE SCHEDULES; provided, however, the Purchaser shall not assume any amount of such debt in excess of $1,000,000 (minus any additional interest or similar interest or charges incurred because of any default of the Bankruptcy Code in connection Sellers or failure to comply with the assumption and assignment of the Assigned Contracts (the “Cure Costs”covenants); (d) debt for borrowed funds owed by the Company to Venture Capital Solutions, L.P. ("VCS") as reflected on the Reference Date Balance Sheet under the item Venture Capital Solutions to be assumed and or repaid as set forth in the DISCLOSURE SCHEDULES; provided, however, the Purchaser shall not assume any Liability for Taxes amount of such debt in excess of $295,000 (including minus any additional interest or similar interest or charges incurred because of any default of the payment thereof) attributable Sellers or failure to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11comply with covenants);; and (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties obligations of the Company set forth in good faith prior to the ClosingDISCLOSURE SCHEDULES which reference this PARAGRAPH 2.2(E).

Assumption of Certain Liabilities. (a) On the terms and subject to the conditions set forth herein and in of this Agreement, the Sale Order Company hereby assumes, effective as of the Closingdate hereof, Purchaser shall irrevocably assume from each Seller (and from and after the Closing date hereof the Company agrees to pay, performperform and discharge when due, dischargeany liability, obligation or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only commitment of HyperFeed under the following Liabilities, without duplication (collectively, the “"Assumed HyperFeed Liabilities”):"), other than any Excluded HyperFeed Liabilities: (ai) all of the Current Liabilities as set forth on the First Quarter Balance Sheet (as defined below) as of March 31, 1999, including without limitation, (A) all accounts payable, notes payable (and any security therefor) and all other payables of any kind related to the Business; and (B) all obligations arising out of under the contracts, leases, licenses, indentures, agreements, commitments and other legally binding arrangements, whether oral or written ("Contracts"), relating to the ownership Business and operation of specifically listed on Exhibit B to Schedule 1.01(a) attached hereto (the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing"HyperFeed Contracts"); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed any other liabilities of HyperFeed, not to exceed $500,000.00, whether known or unknown, relating to the Business and not set forth as Current Liabilities on the First Quarter Balance Sheet as of March 31, 1999; (iii) $500,000 representing one-half of the $1,000,000 owed by Purchaser HyperFeed to Xxxxxxxx Analytics, Ltd. ("Xxxxxxxx") pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 1 of the Bankruptcy Code in connection with the assumption Termination Agreement dated May 28, 1999 by and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxesbetween HyperFeed and Xxxxxxxx; and (fiv) subject an amount not to Purchaser’s further reviewexceed $2,000,000, certain customer deposits representing the difference between (A) the $5,000,000 minimum aggregate license fee payment HyperFeed anticipates it will be required to guarantee to Xxxxxxxx under an anticipated new agreement by and between HyperFeed and Xxxxxxxx; and (B) the amount of license fees actually paid by HyperFeed to Xxxxxxxx during the period commencing April 1, 1999 and ending February 28, 2001. (b) Notwithstanding Section 1.02(a), or any other provision of this Agreement or any of the other agreements and instruments executed and delivered in connection herewith and the transactions contemplated hereby, including, but not limited to, the Maintenance Agreement, the DataFeed License Agreement, the Services Agreement, the Noncompetition Agreement, the Registration Rights Agreement and the Tax Indemnification and Allocation Agreement (the "Ancillary Agreements"), and regardless of any disclosure to HyperFeed or the Company, the Company shall not assume any Excluded HyperFeed Liability, each of which shall be identified retained and paid, performed and discharged when due by the Parties in good faith prior to the Closing.HyperFeed. The term "Excluded HyperFeed Liability" means:

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein of this Agreement, at the Closing Buyer shall, or shall cause a Sub-Buyer to, assume and in the Sale Order effective as of the Closingagree to pay, Purchaser shall irrevocably assume from each perform and discharge when due, and indemnify Seller (and from and after the Closing payfrom, performsuch trade payables which are owing and unpaid by any Seller Party as of the Closing and which were incurred by Seller Parties (i) in the ordinary course of business after the Filing Date and (ii) not in material breach of any provision of O&M Agreement (such trade payables being hereinafter referred to as the "Post-Petition Trade Payables"); provided, discharge, or otherwise satisfy in accordance with their respective terms)that Buyer shall not assume hereunder, and such each Seller Party shall irrevocably transferremain solely responsible for the payment of, assignall Post-Petition Trade Payables to the extent that the aggregate amount thereof exceeds $500,000. To the extent that, convey, and deliver to Purchaser, only in the following Liabilities, without duplication (collectivelyreasonable determination of Buyer, the “Assumed Liabilities”): (a) aggregate amount of all Liabilities arising out of or relating to the ownership and operation Post-Petition Trade Payables outstanding as of the Acquired AssetsClosing exceeds $500,000, Assigned Contracts or Acquired BusinessesBuyer shall, arising at or after the on such basis as it deems reasonable, determine which Post-Petition Date that are due and payable after the Closing Trade Payables it (including, for the avoidance of doubt, accounts payable due and payable after the Closing);and/or Sub-Buyers) will assume hereunder. (b) Buyer agrees to perform and discharge, or to cause a Sub-Buyer to perform and discharge, all Liabilities liabilities and obligations incurred after the Closing under all Accepted Contracts which, (i) in respect upon the approval of Transferred Employees arising the Bankruptcy Court and at or after the Closing and (ii) prior written direction of Buyer, are assumed by Purchaser Buyer pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts or (the “Cure Costs”); (dii) any Liability for Taxes (including the payment thereof) attributable are not assumable by Seller pursuant to the Acquired Assets for a taxable period (or portion thereof) beginning after Bankruptcy Code but the Closing Date (as determined pursuant parties to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further revieweach such Accepted Contract have, certain customer deposits to be identified by the Parties in good faith prior to the Closing, consented in writing (on terms at least as favorable as the pre-default contract terms) to the assignment of such Accepted Contract to such Buyer Party (each of the foregoing, an "Assumed Contract"). Except pursuant to Section 1.3(a), Buyer Parties shall not assume hereunder, and each Seller Party shall remain solely responsible for, the payment and performance of, all obligations incurred prior to the Closing by such Seller Party under all Assumed Contracts. (c) Buyer does not hereby agree to perform, discharge or in any other way be liable for, contingently or otherwise, any liabilities or other obligations of Seller Parties of whatsoever nature or description and whenever incurred other than as expressly set forth in Section 1.3(a) and (b) above (hereinafter, "Excluded Liabilities").

Assumption of Certain Liabilities. On Notwithstanding the terms and subject provisions of Section 3.1 hereof to the conditions set forth herein contrary, Purchaser covenants and in agrees that on the Sale Order effective as Date of the Closing, Purchaser it shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, execute and deliver to PurchaserSeller an Assignment and Assumption Agreement in substantially the form of Exhibit 3.2 hereto (the "Assumption Agreement"), only pursuant to which it will assume and agree to perform and discharge the following Liabilitiesdebts, without duplication (collectively, the “Assumed Liabilities”):liabilities and obligations of Seller and ICL: (a) all Liabilities All of Seller's trade accounts payable (being maintained by Seller consistent with its past practices) arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after Cellular Business in the Petition Ordinary Course of Business which (i) are reflected on Seller's books and records as of the Date that are due of Closing and payable after (ii) remain unpaid as of the Closing (including, for opening of business on the avoidance Date of doubt, accounts payable due and payable after the Closing); (b) all Liabilities All debts, liabilities and obligations of Seller arising under the Operating Contracts (i) in respect of Transferred Employees arising at which are listed on Schedule 1.1(f) or after the Closing and (ii) which require aggregate annual payments of less than $12,000 and which have a duration of less than one year after the date of this Agreement (provided that the maximum aggregate liability assumed by Purchaser pursuant to Section 5.9this subparagraph (b)(ii), determined as if Purchaser on the date of Closing provided notice of termination to the other parties to all such agreements, shall not exceed $50,000), except that Purchaser does not assume any liabilities for products sold or services rendered in connection with the operation of the Cellular Business under such Operating Contracts prior to the Date of Closing and provided that liabilities assumed hereunder are only assumed to the extent they accrue after the Date of Closing and are not attributable to any default of Seller thereunder except for trade payables assumed pursuant to subsection (a) above; (c) all cure costs required to be paid pursuant to section 365 All amounts accrued as of the Bankruptcy Code in connection with close of business on the assumption Date of Closing for wages, salaries and assignment vacation and sick leave, payable to those employees who are employed by Purchaser on the Date of Closing and who will be listed on Schedule 3.2(c), which Schedule will be attached hereto at the Assigned Contracts Closing (collectively, the “Cure Costs”"Hired Employees"); (d) any Liability for Taxes (including Seller's obligation to provide cellular telephone and related services to its customers in accordance with the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning Customer Contracts in effect on and after the Closing Date (as determined pursuant to Section 5.11)of Closing; (e) Transfer TaxesAll liabilities and obligations of Seller for the Assigned Leases as accrued on and after the Date of Closing; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by all obligations under the Parties in good faith prior to the ClosingFCC Licenses.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order Order, effective as of the Closing, in addition to the payment of the Cash Payment in accordance with Section 2.1 and the Reimbursement Amount in accordance with Section 6.18, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such each Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication and only to the extent not paid prior to the Closing (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out and obligations of or relating any Seller under the Assigned Contracts solely to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, extent based on circumstances first arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs Cure Costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts that are not Non-Debtor Contracts, in each case not to exceed the amount set forth on Schedule 1.5(b)(i) for such Assigned Contract (the “Assumed Cure Costs”); (dc) any Liability for Taxes all Liabilities (including all government charges or fees) arising out of the payment thereof) attributable to ownership or operation of the Acquired Assets for a taxable period (Assets, in each case, on or portion thereof) beginning after the Closing Date Date; (as determined pursuant d) all Liabilities relating to Section 5.11)amounts required to be paid, or actions required to be taken or not to be taken, by Purchaser under this Agreement and all Transfer Taxes; (e) Transfer Taxeswithout duplication, all Taxes levied with respect to the Acquired Assets or Assumed Liabilities for any Post-Closing Tax Period (determined in accordance with Section 9.4(c)); and (f) subject to Purchaser’s further review, certain customer deposits all Liabilities agreed to be identified assumed by the Parties Purchaser or for which Purchaser has agreed to be responsible in good faith prior to the Closingaccordance with this Agreement.

Assumption of Certain Liabilities. On Upon the terms and subject to the conditions set forth herein and herein, at the First Closing, GFB-AS shall agree to guaranty, on terms reasonably acceptable to GFB-AS, the bank debt of approximately $12.9 million as set forth on Schedule 1.3 attached hereto ("Bank Debt") consisting of nine lenders holding as collateral, limited partner investor notes in the Sale Order effective approximate amount of $17.7 million as set forth on Schedule 1.3 attached hereto ("Investor Notes"). The GFB-AS guaranty will be on terms reasonably acceptable to GFB-AS, which shall include a requirement that the holders of the ClosingBank Debt, Purchaser at their cost, continue to use their best efforts on collection of the Investor Notes, which shall irrevocably include litigation if necessary, that GFB-AS or Grand Court, if requested, will send out the standard notices of collection, and the best efforts of Grand Court, if requested, to assist in the collection process and that GFB-AS shall only be called upon to pay under its guaranty if such collection efforts fail. Except as expressly set forth in this Agreement, GFB-AS do not hereby assume from each Seller (and from and after or agree to pay any other liabilities or obligations of Grand Court, the Closing paylimited partners of the Partnerships, perform, dischargethe Partnership, or otherwise satisfy in accordance with their respective terms)any other entity. Each GFB-AS subsidiary that is admitted as a general partner of an Owning Partnership or an Investing Partnership shall have liability for obligations of such Partnership arising or accruing after such admission as general partner to the full extent provided by applicable law for an incoming general partner and the withdrawing general partner shall have no liability for such obligations. Except as provided above, it is expressly understood that GFB-AS shall not be liable for and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectivelydo not assume any of Grand Court's, the “Assumed Liabilities”): limited partners' of the Partnerships, the Partnerships', or any other entity's obligations or liabilities (whether known or unknown, matured or unmatured, or fixed or contingent) other than the guaranty of the Bank Debt as expressly provided in this Section 1.3 and those obligations and liabilities expressly set forth on Schedule 1.3 attached hereto. Without limiting the foregoing, the GP Interests and Management Rights shall not include (a) all Liabilities any claims for workmen's compensation, (b) any federal, state, or local taxes on income or any federal, state, or local taxes arising by reason of the sale of the rights as herein provided or otherwise or any other Taxes (as hereinafter defined), (c) any liability for any violation by Grand Court or the Partnerships of any applicable statutes, laws, regulations, or ordinances of any federal, state, or local government, (d) any liability for any breach of contract, negligence, or misconduct by Grand Court or the Partnerships or any of its or their respective agents, servants, or employees, (e) any liability of Grand Court or the Partnerships arising out of or pursuant to this Agreement, (f) any liability of Grand Court or the Partnerships relating to any litigation arising from any event, action, or omission, (g) any liability for any employee or other compensation, including, without limitation, any salaries, bonuses, incentive compensation, or accrued vacation time, relating to services provided to Grand Court or the ownership and operation Partnerships, before the First Closing, as to the Partnerships, (h) any liability of Grand Court or the Acquired AssetsPartnerships relating to employee benefit plans maintained by Grand Court or the Partnerships, Assigned Contracts before the First Closing, as to the Partnerships, (i) any liability arising out of or Acquired Businesses, arising at incurred in respect of any transaction of Grand Court occurring before or after the Petition Date that are due First Closing, (j) any liability for any accrued and payable after the Closing unpaid federal, state, or local taxes of Grand Court based on income of its employees, (including, for the avoidance of doubt, k) any trade or other accounts payable due and payable after of Grand Court or the Closing); Partnerships, or (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (dl) any Liability for Taxes (including other liability or obligation of Grand Court or the payment thereof) attributable to Partnerships other than the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further reviewBank Debt, certain customer deposits to be identified by the Parties in good faith prior to the Closingunless such liabilities are set forth on Schedule 1.3 attached hereto.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, Buyer hereby assumes, effective as of the Closing, Purchaser shall irrevocably assume from each Seller and agrees to pay, perform and discharge when due (i) all accrued liabilities which (A) relate to the Business, (B) are reflected as liabilities on the Closing Schedule (as defined in Section 1.6(a)) and from (C) are listed on Schedule 1.3; (ii) all liabilities accruing on and after the Closing payDate under the contracts, performagreements, discharge, or otherwise satisfy licenses and leases included in accordance with their respective terms), the Acquired Assets (including any operating and such Seller shall irrevocably transfer, assign, convey, real property leases) and deliver to Purchaser, only the following Liabilities, without duplication listed on Schedule 1.3; and (collectively, the “Assumed Liabilities”): (aiii) all Liabilities arising out liabilities accruing on and after the Closing Date as a result of or relating to the Buyer's ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after with the Petition Date that are due liabilities in clauses (i) and payable after (ii) constituting the Closing (including, for the "Assumed ------- Liabilities." For avoidance of doubt, accounts payable the parties hereto understand and agree ----------- that, except as otherwise specified in this Agreement, and including subsections (A) and (B) of the immediately preceding sentence, all obligations due in respect of periods occurring or arising prior to Closing shall be paid in full or otherwise satisfied by Seller and payable all obligations due in respect of periods occurring or arising on and after Closing shall be paid in full or otherwise satisfied by Buyer. All obligations that must be prorated shall be prorated on the Closingbasis of a thirty (30) day month. Notwithstanding the foregoing, in no event shall the Assumed Liabilities include any Excluded Liability (as defined in Section 1.3(b) below);. (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.The term "Excluded Liabilities" means: --------------------

Assumption of Certain Liabilities. On Buyer will assume, pay and perform only the terms following obligations and subject to liabilities of Seller arising in connection with the conditions set forth herein Film Assets: (a) the outstanding principal and in the Sale Order effective interest as of the ClosingClosing Date on the loans owed to Buyer or any Affiliate of Buyer relating to the motion pictures "Color of Night", Purchaser "Scarlet Letter", "Xxxxx", "Evita" and "Shadow Conspiracy" (the "DISNEY LOANS"); (b) the outstanding principal and interest as of the Closing Date under the Credit, Security, Pledge and Guaranty Agreement dated as of August 16, 1994, between Cinergi Productions N.V. Inc. and The Chase Manhattan Bank, as Agent ("CHASE") (the "CHASE CREDIT AGREEMENT") up to a maximum amount of Ten Million Dollars ($10,000,000) to the extent and only to the extent such outstanding principal and interest under the Chase Credit Agreement is directly attributable to Seller's payment of production costs for the Picture presently entitled "An Xxxx Xxxxxxx Film", which production costs shall irrevocably assume include financing costs and interest solely attributable to loans under the Chase Credit Agreement for the Picture presently entitled "An Xxxx Xxxxxxx Film"; (c) all Guild Obligations and Participation Obligations relating to the Pictures; provided that Buyer's Participation Obligations with respect to the motion picture entitled "Die Hard III" shall be limited to Buyer's and/or Buyer's Affiliate's Pro Rata Share of the Participation Obligations arising only from each Seller Buyer's or Buyer's Affiliate's exercise of Buyer's or Buyer's Affiliate's rights under the BVI Die Hard Distribution Agreement as described in Section 2.13 below, and Buyer's Guild Obligations with respect to the motion picture entitled "Die Hard III" shall be limited to the Guild Obligations arising from Buyer's or Buyer's Affiliate's exploitation of its rights under the BVI Die Hard Distribution Agreement; and (and from and d) those certain obligations pursuant to Existing Exploitation Agreements that are to be performed in accordance with the terms of such Existing Exploitation Agreements on or after the Closing payDate, performbut only if such obligations are specifically listed on SCHEDULE 2.1 attached hereto. Buyer shall not assume and shall not be liable for any other liabilities or obligations except as expressly set forth in the preceding sentence, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only including without limitation the following Liabilities, without duplication excluded liabilities (collectively, the “Assumed Liabilities”): "EXCLUDED LIABILITIES"): (a1) any claims against Seller or any obligations or liabilities of Seller (including, without limitation, all Liabilities arising out of or claims, obligations and liabilities relating to the ownership and operation of the Acquired Assetsclaims described on SCHEDULE 3.14 attached hereto) which arise from facts, Assigned Contracts circumstances, conditions, actions or Acquired Businesses, arising at failures to take actions existing or after the Petition Date that are due and payable after occurring prior to the Closing Date regardless of whether any suit, claim or proceeding related thereto was commenced prior to the Closing Date, other than the liabilities assumed in (includinga), for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities or (ic) above; (2) any claims against Seller or Seller's Affiliates or any obligations or liabilities of Seller or Seller's Affiliates arising from or related to the Xxxxx Xxxxxx Bros. Soundtrack Rights or arising under the Xxxxx Xxxxxx Bros. Soundtrack Agreement, in respect of Transferred Employees arising at either case, whether or not such obligations and liabilities arise before or after the Closing Date; and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d3) any Liability for Taxes (including the payment thereof) attributable obligations or liabilities to the Acquired Assets for a taxable period (shareholders of Seller, in their capacities as shareholders, whether or portion thereof) beginning not such obligations and liabilities arise before or after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the ClosingDate.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order effective as of At the Closing, Purchaser shall irrevocably the Buyer will assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication specified Liabilities of the Company (collectively, the “Assumed Liabilities”):), but no others: (a) 2.7.1 all Liabilities for post-Closing performance under the Contracts arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (includingother than liabilities arising from any violation, for the avoidance breach or default of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at legal requirements or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified contractual obligations by the Parties in good faith Company occurring prior to the Closing; 2.7.2 all accounts payable, to the extent the same are reflected on the Estimated Closing Balance Sheet and will be reflected on the Closing Balance Sheet; 2.7.3 all other Liabilities reflected in the Most Recent Balance Sheet (including any notes thereto), to the extent they have not been paid or discharged prior to the Closing, and all Liabilities (other than the Retained Liabilities) incurred, from the date thereof through the Closing, in the Ordinary Course of Business and which do not have, and are not reasonably likely to have, a Material Adverse Effect; 2.7.4 except as otherwise specifically provided herein, any Liability of the Company as of the Closing Date in respect of accrued salary and wages and Flexible Time Off of Transferred Employees, in each case solely to the extent the same are reflected on the Closing Balance sheet; 2.7.5 any Liability of the Company under any Contractual Obligation entered into in the Ordinary Course of Business and which does not have, and is not reasonably likely to have, a Material Adverse Effect; 2.7.6 any Liability of the Company with respect to the capital expenditures listed on Schedule 2.7.6; and 2.7.7 all Liabilities as of the Closing set forth in Schedule 2.7.7. Notwithstanding any provision in this Agreement to the contrary, the Buyer is not assuming, and shall not be deemed to have assumed, any obligations or liabilities of the Company of whatever nature other than the Assumed Liabilities specifically described above. No assumption by the Buyer of any of the Assumed Liabilities shall relieve or be deemed to relieve any of the Sellers from any obligation or liability under this Agreement with respect to any representations or warranties made by the Sellers or any of them to the Buyer.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein of this Agreement (and in (x) subject to Section 2.03 with respect to references to the Sale Order Closing or Closing Date and (y) without limiting Purchaser's rights under Section 8.01), Purchaser shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing Purchaser shall pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), perform and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaserdischarge when due, only the following Liabilitiesliabilities, without duplication obligations and commitments of the Seller Group (collectively, the “"Assumed Liabilities”):"), other than any Excluded Liabilities: (ai) (A) all Liabilities liabilities, obligations and commitments of any member of the Seller Group under the Assigned Contracts to the extent Purchaser receives the benefits of such Assigned Contracts and only to the extent such liabilities, obligations and commitments relate to the period from and after the Closing, (B) all liabilities, obligations and commitments of any member of the Seller Group under the Assigned Contracts that are Contracts (including sales orders) involving the obligation of any member of the Seller Group to deliver paper products or by-products for payment (the "Customer Contracts") to the extent Purchaser receives the benefits of such Assigned Contracts and (C) all liabilities, obligations and commitments relating to pre-Closing performance (other than liabilities, obligations or commitments relating to the Acquisition or arising from any default by any member of the Seller Group) under the Assigned Contracts (other than Customer Contracts) to the extent Purchaser receives the benefits of such Assigned Contracts, and only to the extent such liabilities, obligations and commitments are reflected in Closing Net Assets in accordance with this Agreement (and then only up to the amount so reflected and only to the extent of the amount of each category of liability set forth on the final statement of Closing Net Assets); (ii) all liabilities, obligations and commitments of any member of the Seller Group payable to trade creditors of the Business, arising in the ordinary course of business, but only to the extent and up to the amounts that should be reflected in Closing Net Assets in accordance with the Accounting Principles and only to the extent of the amount that should be so reflected for each category of liability reflected in Closing Net Assets (it being agreed that the final statement of Closing Net Assets shall be conclusive as to the liabilities, obligations and commitments that should be reflected therein for this purpose); (iii) liabilities, obligations and commitments arising under Benefit Plans (as defined in Section 3.18(a)) to the extent expressly provided in Section 5.09; (iv) all liabilities, obligations and commitments to the Business' customers for products manufactured on or prior to the Closing Date by the Business based on damage or quality claims or returns based on claims under the "Potlatch Promise" with respect to the press performance of such products, in each case arising in the ordinary course of business (other than any liability, obligation or commitment that arises because of a breach of this Agreement other than a breach of a representation or warranty) up to an aggregate amount of $400,000 (net of any proceeds to Purchaser from resale of any such products returned to Purchaser); (v) any liability, obligation or commitment to any Continued Employee based on claims made after the Closing Date but arising out of or relating related in part to any injury, disability or similar condition of such Continued Employee that exists or occurs on or prior to the ownership Closing Date (other than any such injury, disability or condition that constitutes a disease or illness or arises (A) to any extent from exposure or alleged exposure on or prior to the Closing Date to any materials or chemicals (including any Hazardous Materials) by any Continued Employee (as defined in Section 5.09) or any other employee heretofore employed in the Business or (B) because of a breach by Seller of this Agreement or any Ancillary Agreement other than a breach of a representation or warranty) but as to any claim only if the aggregate liabilities, obligations and operation commitments in respect of such claim do not exceed $5,000 and, in any event, only up to an aggregate amount of $100,000 for all such claims and all such liabilities, obligations and commitments; (vi) subject to receipt of all consents from third parties necessary to permit the Acquired Assetsassumption thereof by Purchaser, Assigned Contracts or Acquired Businessesliabilities, obligations and commitments arising at or after under the Petition Date that are Cross-Border Leases to the extent assumed by Purchaser pursuant to Cross-Border Lease Assumptions (as defined in Section 5.24), other than any such liabilities, obligations and commitments (A) due and payable (without giving effect to any grace or notice periods) on or prior to the Closing Date or arising as a result of the Acquisition or any other transaction contemplated by this Agreement or any Ancillary Agreement, (B) arising due to any breach by Seller of this Agreement or any Ancillary Agreement or (C) in respect of which Seller has agreed to provide indemnification pursuant to this Agreement or any Ancillary Agreement; and (vii) the specified other liabilities, obligations and commitments of any member of the Seller Group identified in Schedule 1.03(a)(vii) but only up to the amounts disclosed on such Schedule. (b) Notwithstanding Section 1.03(a), or any other provision of this Agreement or any Ancillary Agreement, and regardless of any disclosure to Purchaser, Purchaser shall not assume any of the following liabilities, obligations and commitments (the "Excluded Liabilities"), all of which Seller agrees shall be retained and paid, performed and discharged when due by the applicable member of the Seller Group (in each case subject to Section 2.03 with respect to references to the Closing or Closing Date): (i) any liability, obligation or commitment, except as specifically set forth in Section 1.03(a), relating to or arising out of the Business or any Acquired Asset, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, and based upon, relating to, arising out of or resulting from any fact, circumstance, occurrence, condition, act or omission occurring or existing, in whole or in part, on or prior to the Closing; (ii) any liability, obligation or commitment, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, to the extent arising out of the operation or conduct by Seller or any of its affiliates of any business other than the Business; (iii) any liability, obligation or commitment (A) except as specifically set forth in Section 1.03(a)(i) or Section 1.03(a)(iv), arising out of any actual or alleged breach of, or nonperformance under, any Contract (including any Assigned Contract), prior to the Closing, (B) accruing, or that should be or should have been accrued for in accordance with GAAP (as defined in Section 1.05(d)), under any Assigned Contract with respect to any period prior to the Closing, except to the extent and up to the amounts that should be reflected therefor in Closing Net Assets in accordance with the Accounting Principles and only to the extent of the amount that should be so reflected for each category of liability reflected in Closing Net Assets (it being agreed that the final statement of Closing Net Assets shall be conclusive as to the liabilities, obligations and commitments that should be reflected therein for this purpose), or (C) arising on any Contract either (x) required to be listed under any Schedule hereto and not so listed or (y) entered into in violation of this Agreement or any Ancillary Agreement; (iv) except as specifically set forth in Section 1.03(a), any liability, obligation or commitment of any member of the Seller Group arising out of (A) any suit, action (including regulatory action) or proceeding (including under any alternative dispute resolution procedure) ("Proceeding") pending or threatened as of the Closing Date, (B) any Proceeding filed after the Closing to the extent based upon, relating to, arising out of or resulting from any fact, circumstance, occurrence, condition, act or omission occurring or existing, in whole or in part, on or prior to the Closing or (including, for C) any actual or alleged violation by any member of the avoidance Seller Group or any of doubt, accounts payable due and payable after their affiliates of any Applicable Law (as defined in Section 3.03) prior to or on account of the Closing; (v) any account payable of any member of the Seller Group to the extent of the amount not included in Closing Net Assets (or not permitted to be included in Closing Net Assets); (bvi) except as specifically set forth in Section 1.03(a), any liability, obligation or commitment that relates primarily to, or that arises primarily out of, any Excluded Asset, or that arises out of the distribution to, or ownership or operation by, any member of the Seller Group or any of their affiliates or any other person of any Excluded Asset, or that is associated with the realization of the benefits of any Excluded Asset; (vii) any liability, obligation or commitment for Taxes (as defined in Section 3.16), whether or not accrued, assessed or currently due and payable, (A) of Seller or any Affiliated Group (as defined in Section 3.16) or (B) relating to the operation or ownership of the Business or the Acquired Assets for any Tax period (or portion thereof) ending on or prior to the Closing Date (for purposes of this clause (vii), all Liabilities real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Acquired Assets for a Tax period that includes (but does not end on) the Closing Date shall be apportioned between Seller and Purchaser based upon the number of days of such period included in the pre-Closing Tax period and the number of days of such Tax period after the Closing Date (which period shall include the Closing Date)); (viii) any liability, obligation or commitment for transfer, documentary, sales, use, registration, value-added and other similar Taxes (including all applicable real estate transfer Taxes and real property transfer gains Taxes) and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, the Ancillary Agreements, the Acquisition and the other transactions contemplated hereby and thereby ("Transfer Taxes"); (ix) except as expressly provided in Section 5.09, any liability, obligation or commitment arising under any Benefit Plan; (x) any liability covered by any insurance policy maintained by Seller or any of its affiliates; (xi) except as expressly set forth in Section 1.03(a)(vi), any Indebtedness (as defined in Section 3.08(a)(ix)) that (i) in respect has a term of Transferred Employees arising at less than one year and is owed to lenders (and not trade creditors) or after the Closing and (ii) has a term of greater than one year, including any capitalized leases; (xii) except to the extent specifically assumed by Purchaser pursuant to Section 5.91.03(a)(iv), any liability, obligation or commitment that relates to, or arises out of, products manufactured, shipped or sold by or on behalf of the Business or any member of the Seller Group or any of their affiliates on or prior to the Closing Date, including any liabilities arising out of express or implied warranties, whether such liability, obligation or commitment relates to or arises out of losses occurring on or prior to or after the Closing Date; (cxiii) all cure costs required any liability, obligation or commitment relating to be paid or arising out of infringement or misappropriation of Intellectual Property or Technology (other than to the extent relating to or arising out of infringements or misappropriation after Closing relating to Purchaser's use of any Acquired Asset), to the extent relating to or arising out of the operation of the Business or products manufactured, shipped or sold by or on behalf of the Business or any member of the Seller Group or any of their affiliates on or prior to the Closing Date, whether such liability, obligation or commitment relates to or arises out of losses occurring on or prior to or after the Closing Date; (xiv) except to the extent specifically assumed by Purchaser pursuant to section 365 Section 1.03(a)(v), any liability, obligation or commitment, whether now existing or hereafter arising, to the extent such liability, obligation or commitment is in respect of claims arising out of or related to any injury, disease (or illness), disability or any similar condition that exists or occurs on or prior to the Closing Date, or exposure or alleged exposure on or prior to the Closing Date to any materials or chemicals (including Hazardous Materials) by any person (including any Continued Employee or any other employee heretofore employed in the Business); (xv) except as expressly provided in Section 5.09 or to the extent specifically assumed by Purchaser pursuant to Section 1.03(a)(v), (A) any liability, obligation or commitment to the extent such liability, obligation or commitment relates to, or arises out of, the employment at or prior to Closing and (B) any liability, obligation or commitment that relates to, or arises out of, the termination of the Bankruptcy Code employment at or prior to Closing, of, in each case, any employee or former employee of the Seller Group or any of their affiliates or the Business (including as a result of the transactions contemplated by this Agreement); (xvi) any liability, obligation or commitment that relates to, or that arises out of, any separation agreements listed on Schedule 1.03(b)(xvi) (collectively, the "Separation Agreements"), other than the payment of severance up to the amount that would be due under Section 5.09 in the absence of such agreement; (xvii) any liability, obligation or commitment to any member of the Seller Group or to any affiliate of Seller, except those identified in Schedule 1.03(b)(xvii); (xviii) any liability, obligation or commitment of any member of the Seller Group or imposed on or asserted against Purchaser (x) relating to or arising out of the Railroad CBAs with respect to any act or omission through the Closing or (y) relating to or arising out of the Labor Contracts; (xix) any liabilities, obligations and commitments in respect of costs and expenses incurred by Seller or any of its affiliates or the Business in respect of or relating to this Agreement, including compliance by any member of the Seller Group with the terms hereof, or in connection with the assumption Acquisition and assignment the other transactions contemplated hereby; (xx) all other liabilities, obligations and commitments of any affiliate of Seller other than the Assigned Contracts Acquired Entities; (the “Cure Costs”xxi) without limiting Section 8.01(c), any Pre-Closing Environmental Liability (including Unknown Pre-Closing On-Site Environmental Liabilities (including Minor Pre-Closing On-Site Liabilities)); (dxxii) if the transfer of the Hydroelectric Facility does not occur on the Closing as contemplated by Section 2.03, any Liability for Taxes (including liability, obligation or commitment relating to or arising out of the payment thereof) attributable to ownership or operation of the Acquired Assets for a taxable period (or portion thereof) beginning Hydroelectric Facility, after the Closing Date (as determined pursuant and on or prior to Section 5.11); (e) Transfer Taxesany Hydroelectric Facility Closing; and (fxxiii) subject to Purchaser’s further reviewany liability, certain customer deposits to be obligation or commitment arising out of, based on, or resulting from any of the matters identified by the Parties in good faith prior to the Closingon Schedule 1.03(b)(xxiii).

Assumption of Certain Liabilities. On (a) Purchaser agrees to assume on the terms Closing Date, and subject to pay or perform in accordance with their terms, the conditions set forth herein following fixed and in determinable obligations and liabilities of Seller relating to Seller's Actives Business or the Sale Order effective as of Transferred Assets (collectively the Closing, Purchaser shall irrevocably assume from each Seller "ASSUMED LIABILITIES"): (and i) Seller's obligations arising from and after the Closing payDate to pay when due amounts owing and perform obligations under the Assigned Contracts; provided that, perform, discharge, Purchaser will not assume any obligation or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities liability resulting from or arising out of any default, breach or relating non-performance by Seller prior to the ownership and operation Closing Date under or with respect to any of the Acquired AssetsAssigned Contracts; (ii) the accrued but unpaid expenses arising from the conduct of Seller's Active Business and relating solely to the Transferred Assets (the "ACCRUALS"), Assigned Contracts or Acquired Businessesif any, arising at or after but only to the Petition extent such Accruals are included in the calculation of the Post-Closing Purchase Price Adjustment; and (iii) Seller's obligations to perform repair-or-replace service warranty work on products sold by Seller to the customers of Seller's Actives Business prior to the Closing Date that are due (the "PRE-CLOSING WARRANTY OBLIGATIONS"), subject however to the following: (A) from and payable after the Closing Date, Purchaser shall assume and perform the Pre-Closing Warranty Obligations of Seller; (including, for the avoidance of doubt, accounts payable due B) from and payable after the ClosingClosing Date, Purchaser shall be solely liable for, incur and pay such Pre-Closing Warranty Obligations up to an amount equal to $2,000,000 (said amount to include only the direct labor, material and conversion costs incurred to satisfy or fulfill such Pre-Closing Warranty Obligations, and to exclude any indirect costs, overheads, or corporate charges or allocations) (the "DIRECT WARRANTY COSTS"); (C) if and to the extent that the Direct Warranty Costs incurred by Purchaser to satisfy or fulfill the Pre-Closing Warranty Obligations exceed $2,000,000, in the aggregate and at any future date, then in such event, Seller shall be liable for and shall reimburse to Purchaser one-half (50%) of the amount of such Direct Warranty Costs in excess of $2,000,000 (as more fully hereinafter defined in Section 2.13(b), the "EXCESS DIRECT WARRANTY COSTS"), subject to and in accordance with the provisions of Section 2.13 below. (b) all Liabilities (i) Nothing contained in respect this Section 1.5 or in any instrument of Transferred Employees arising assumption executed by Purchaser at or after the Closing shall be deemed to release or relieve Seller from its representations, warranties, covenants and (ii) assumed by Purchaser agreements contained in this Agreement or in any certificate, schedule, instrument or document executed pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code hereto or in connection herewith, including, without limitation, the obligations of Seller to indemnify Purchaser in accordance with the assumption and assignment provisions of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing8 below.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out In addition to paying the Cash Portion of or relating the Purchase Price and the other payments required to be made by it pursuant to the ownership provisions of this Agreement, the Purchaser shall assume at Closing and operation shall thereafter pay when due all of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after other liabilities of the Petition Date that are due Companies of the nature and payable after type to be accrued on the Closing (includingDate Balance Sheet as provided in Section 1.2(c) above, for all of which liabilities so assumed shall be accrued on the avoidance of doubt, accounts payable due and payable after the Closing);Closing Date Balance Sheet. (b) all Liabilities At Closing, the Purchaser shall also assume (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment obligations of the Assigned Selling Companies under the Assumed Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (accruing on or portion thereof) beginning after the Closing Date (as determined pursuant excluding, however, liabilities accruing on or after the Closing Date with respect to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith defaults or events occurring prior to the ClosingClosing Date, which with the giving of notice or the passage of time, or both, would constitute a default under any such Assumed Contract) and (ii) warranty obligations and obligations for customer returns customer returns, adjustments and repairs relating to products sold by the Companies in the ordinary course of business in conformity with the Selling Companies' warranty and return policies, such items referred to in (ii) of this Section not to exceed Two Hundred Thousand ($200,000) Dollars in the aggregate. The obligations referred to in (b)(i) and (b)(ii) of this Section are collectively referred to as the "Assumed Contractual Liabilities". (c) Except as expressly provided in Section 3.8(a) or (b) with respect to certain Change in Control payments and severance obligations, Section 3.9 with respect to the West Pearl Facility relocation expenses and in Section 1.4(a) and (b) above, the Purchaser shall not be obligated to assume or become liable for, and shall not assume or become liable for, any of the liabilities, obligations, debts, contracts or other commitment of the Selling Companies of any kind whatsoever, known or unknown, fixed or contingent, including, without limitation, any environmental liability or obligation arising out of the condition of the Real Property at the Closing and any obligations of the Companies disclosed on Schedule 4.12 other than with respect to the Palco Litigation.

Assumption of Certain Liabilities. On Notwithstanding the terms and subject provisions of Section 3.1 hereof to the conditions set forth herein contrary, Purchaser covenants and in agrees that on the Sale Order effective as Date of the Closing, Purchaser it shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, execute and deliver to Purchaser, only Sellers an Assumption Agreement in substantially the form of Exhibit B hereto (the "Assumption Agreement") pursuant to which it will assume and agree to perform and discharge the following Liabilitiesdebts, without duplication liabilities and obligations of Sellers: a. All debts, liabilities and obligations of Sellers arising under the Operating Contracts which become performable after the Date of Closing, except that Purchaser expressly does not assume any liabilities for (collectivelyi) products sold or services rendered by the Business under such Operating Contracts on or prior to the Date of Closing, (ii) for any debts, liabilities or obligations arising as a result of a breach or default by either Seller under any of such Operating Contracts occurring on or before the “Assumed Liabilities”):Date of Closing or as a result of the consummation of the transactions contemplated hereby, (iii) any long-term indebtedness (including the current portion thereof), except as set forth on Schedule 3.2 hereto; or (iv) any fees or commissions payable by Sellers or any other person to brokers, consultants, finders or others with respect to the offer or sale of Sellers' franchises or area development agreements, except as reflected in the deferred revenues from the sale of franchises on the Closing Balance Sheet; (a) all Liabilities b. All of Sellers' trade accounts payable, deferred revenues from the sale of franchises, and other current liabilities, in each case arising out of or relating to the ownership and operation of the Acquired AssetsBusiness in the Ordinary Course of Business (as hereinafter defined) which remain unpaid on the Date of Closing, Assigned Contracts or Acquired Businesses, arising at or after but only to the Petition Date that are due and payable after extent reflected on the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities Balance Sheet; provided that Purchaser expressly does not assume (i) in respect any accrued taxes of Transferred Employees arising at or after the Closing and any nature, (ii) assumed by Purchaser pursuant any liabilities to Section 5.9; any Related Person (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts as hereinafter defined), or (the “Cure Costs”); (diii) any Liability for Taxes long-term debt (including the payment current portions thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (), except as determined pursuant to Section 5.11); (e) Transfer Taxesset forth on Schedule 3.2 hereto; and c. All debts, liabilities and obligations of Sellers identified on Schedule 3.2 hereto (f) subject to Purchaser’s further review, certain customer deposits to be identified by including leases for the Parties in good faith prior to the ClosingLeased Premises).

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order Order, effective as of the Closing, in addition to the issuance of the Term Loans in accordance with Section 2.1, Purchaser shall irrevocably assume from each Seller (and or with respect to Taxes, if applicable, from such Seller’s applicable Affiliate) (and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and Sellers (or with respect to Taxes, if applicable, from such Seller Seller’s applicable Affiliate) shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities (and no other Liabilities, which other Liabilities shall be retained by Sellers), without duplication and only to the extent not paid, performed, discharged or otherwise satisfied on or prior to the Closing (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating Cure Costs in an amount not to exceed $1,400,000 (the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing“Assumed Cure Costs”); (b) all Liabilities (i) in respect and obligations of Transferred Employees any Seller under the Assigned Contracts and any Acquired Lease solely to the extent first arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9and, for the avoidance of doubt, excluding any Excluded Rebate Liability; (c) all cure costs required to be paid pursuant to section 365 Liabilities arising out of the Bankruptcy Code in connection with the assumption and assignment conduct of the Assigned Contracts (Business or the “Cure Costs”)ownership or operation of the Acquired Assets or the Business, in each case, by Purchaser on or after the Closing Date; (d) all trade payables of Sellers to non-Affiliated third parties in connection with the Business existing on the Closing Date that remain unpaid and are not delinquent as of the Closing Date and incurred in the Ordinary Course and other Liabilities of Sellers of the types included in the definition of Closing Working Capital but not including any Excluded Rebate Liability or any Liabilities to the extent relating to or otherwise arising, whether before, on or after the Closing, under any of the Excluded Contracts (collectively, the “Assumed Current Liabilities”; (e) all recoupment obligations of any Seller under any Assigned Contracts or Excluded Contracts solely to the extent related to claims by any pharmaceutical drug manufacturer or Group Purchasing Organizations pursuant to any Assigned Contract, or Excluded Contract, for the recoupment of any Rebate Assets (collectively, the “Assumed Rebate Liability”), but excluding any Liabilities related to any billed and unbilled manufacture rebate receivable related to the business of EIC; (f) without duplication: (i) all Liabilities for Taxes (including the payment thereof) attributable with respect to the Acquired Assets Assets, the Business, or the Transferred Employees for a any taxable period (or portion thereof) beginning after the Closing Date Date, and (as determined ii) all Transfer Taxes pursuant to Section 5.11)9.1; (eg) Transfer Taxesall Liabilities relating to the Transferred Employees that arise after the Closing Date; and (fh) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior all Liabilities relating to the Closingtermination of Scheduled Employees who do not receive a Transfer Offer from Purchaser in compliance with Section 6.3(a).

Assumption of Certain Liabilities. On the terms and Closing Date (as hereinafter defined), Buyer shall, subject to the conditions Section 1.4, assume and hereby agrees to pay, perform and discharge, when due, only those debts, liabilities, obligations and commitments of Seller which are set forth herein and in the Sale Order effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”):below: (a) all Liabilities arising out liabilities of or relating to Seller reflected on the ownership and operation February 28, 1998 balance sheet contained in the Financial Statements (as defined below) and, without limitation, all liabilities of Seller reflected on the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after balance sheet contained in the Petition Date that are due and payable after the Closing Reviewed Financial Statements (including, for the avoidance of doubt, accounts payable due and payable after the Closingas defined below); (b) all Liabilities (i) in accounts payable, accrued expenses and other liabilities as listed on Schedule 1.2, including, without limitation, accrued salaries, wages and vacation pay with respect of to Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9as hereinafter defined); (c) all cure costs required debts, liabilities, obligations and commitments arising under the Real Property Leases (including, without limitation, accrued real estate taxes not yet due and payable with respect to be paid pursuant the Real Property Leases), Permits, Personal Property Leases and the Contracts transferred to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”)Buyer; (d) any Liability for Taxes (including the payment thereof) attributable indebtedness owing and other obligations of Seller to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant Bank One, Milwaukee, N.A. in an amount not to Section 5.11)exceed $2,848,003; (e) Transfer Taxesall of Seller's obligations to NCH Promotional Services ("NCH") arising from NCH's services with respect to product coupons; (f) all of Seller's obligations listed on Schedule 1.2 under open purchase orders with respect to co-packers; (g) any liabilities of Seller under collective bargaining agreements pertaining to employees of Seller; any liabilities of Seller to pay severance benefits to employees of Seller whose employment is terminated in connection with or following the sale of the Property pursuant to the provisions hereof (except to the extent any such liability is expressly retained by Seller under Sections 1.4 and 5.7); any liability in connection with Buyer's offers of employment to former employees of Seller; or any liability under any Federal or state civil rights or similar law, or the Workers Adjustment and Retraining Notification Act, 29 U.S.C. Sec. 2101 et seq. (the so-called "WARN Act"), resulting from the termination of employment of employees; and (fh) subject all other liabilities of Seller (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, and whether due or to Purchaser’s further reviewbecome due), certain customer deposits incurred by Seller in the ordinary course of the Business as of the Closing Date. The liabilities of Seller being assumed by Buyer are hereinafter collectively referred to be identified by as the Parties in good faith prior to the Closing"Assumed Liabilities."

Assumption of Certain Liabilities. On (a) Upon the terms --------------------------------- and subject to the conditions set forth herein of this Agreement (and in (x) subject to Section 2.03 with respect to references to the Sale Order Closing or Closing Date and (y) without limiting Purchaser's rights under Section 8.01), Purchaser shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing Purchaser shall pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), perform and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaserdischarge when due, only the following Liabilitiesliabilities, without duplication obligations and commitments of the Seller Group (collectively, the “"Assumed Liabilities”):"), other than any ------------------- Excluded Liabilities: (ai) (A) all Liabilities liabilities, obligations and commitments of any member of the Seller Group under the Assigned Contracts to the extent Purchaser receives the benefits of such Assigned Contracts and only to the extent such liabilities, obligations and commitments relate to the period from and after the Closing, (B) all liabilities, obligations and commitments of any member of the Seller Group under the Assigned Contracts that are Contracts (including sales orders) involving the obligation of any member of the Seller Group to deliver paper products or by-products for payment (the "Customer Contracts") to the extent Purchaser receives the benefits of such ------------------ Assigned Contracts and (C) all liabilities, obligations and commitments relating to pre-Closing performance (other than liabilities, obligations or commitments relating to the Acquisition or arising from any default by any member of the Seller Group) under the Assigned Contracts (other than Customer Contracts) to the extent Purchaser receives the benefits of such Assigned Contracts, and only to the extent such liabilities, obligations and commitments are reflected in Closing Net Assets in accordance with this Agreement (and then only up to the amount so reflected and only to the extent of the amount of each category of liability set forth on the final statement of Closing Net Assets); (ii) all liabilities, obligations and commitments of any member of the Seller Group payable to trade creditors of the Business, arising in the ordinary course of business, but only to the extent and up to the amounts that should be reflected in Closing Net Assets in accordance with the Accounting Principles and only to the extent of the amount that should be so reflected for each category of liability reflected in Closing Net Assets (it being agreed that the final statement of Closing Net Assets shall be conclusive as to the liabilities, obligations and commitments that should be reflected therein for this purpose); (iii) liabilities, obligations and commitments arising under Benefit Plans (as defined in Section 3.18(a)) to the extent expressly provided in Section 5.09; (iv) all liabilities, obligations and commitments to the Business' customers for products manufactured on or prior to the Closing Date by the Business based on damage or quality claims or returns based on claims under the "Potlatch Promise" with respect to the press performance of such products, in each case arising in the ordinary course of business (other than any liability, obligation or commitment that arises because of a breach of this Agreement other than a breach of a representation or warranty) up to an aggregate amount of $400,000 (net of any proceeds to Purchaser from resale of any such products returned to Purchaser); (v) any liability, obligation or commitment to any Continued Employee based on claims made after the Closing Date but arising out of or relating related in part to any injury, disability or similar condition of such Continued Employee that exists or occurs on or prior to the ownership Closing Date (other than any such injury, disability or condition that constitutes a disease or illness or arises (A) to any extent from exposure or alleged exposure on or prior to the Closing Date to any materials or chemicals (including any Hazardous Materials) by any Continued Employee (as defined in Section 5.09) or any other employee heretofore employed in the Business or (B) because of a breach by Seller of this Agreement or any Ancillary Agreement other than a breach of a representation or warranty) but as to any claim only if the aggregate liabilities, obligations and operation commitments in respect of such claim do not exceed $5,000 and, in any event, only up to an aggregate amount of $100,000 for all such claims and all such liabilities, obligations and commitments; (vi) subject to receipt of all consents from third parties necessary to permit the Acquired Assetsassumption thereof by Purchaser, Assigned Contracts or Acquired Businessesliabilities, obligations and commitments arising at or after under the Petition Date that are Cross-Border Leases to the extent assumed by Purchaser pursuant to Cross-Border Lease Assumptions (as defined in Section 5.24), other than any such liabilities, obligations and commitments (A) due and payable (without giving effect to any grace or notice periods) on or prior to the Closing Date or arising as a result of the Acquisition or any other transaction contemplated by this Agreement or any Ancillary Agreement, (B) arising due to any breach by Seller of this Agreement or any Ancillary Agreement or (C) in respect of which Seller has agreed to provide indemnification pursuant to this Agreement or any Ancillary Agreement; and (vii) the specified other liabilities, obligations and commitments of any member of the Seller Group identified in Schedule 1.03(a)(vii) but only up to the amounts disclosed on such Schedule. (b) Notwithstanding Section 1.03(a), or any other provision of this Agreement or any Ancillary Agreement, and regardless of any disclosure to Purchaser, Purchaser shall not assume any of the following liabilities, obligations and commitments (the "Excluded Liabilities"), all of which Seller -------------------- agrees shall be retained and paid, performed and discharged when due by the applicable member of the Seller Group (in each case subject to Section 2.03 with respect to references to the Closing or Closing Date): (i) any liability, obligation or commitment, except as specifically set forth in Section 1.03(a), relating to or arising out of the Business or any Acquired Asset, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, and based upon, relating to, arising out of or resulting from any fact, circumstance, occurrence, condition, act or omission occurring or existing, in whole or in part, on or prior to the Closing; (ii) any liability, obligation or commitment, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, to the extent arising out of the operation or conduct by Seller or any of its affiliates of any business other than the Business; (iii) any liability, obligation or commitment (A) except as specifically set forth in Section 1.03(a)(i) or Section 1.03(a)(iv), arising out of any actual or alleged breach of, or nonperformance under, any Contract (including any Assigned Contract), prior to the Closing, (B) accruing, or that should be or should have been accrued for in accordance with GAAP (as defined in Section 1.05(d)), under any Assigned Contract with respect to any period prior to the Closing, except to the extent and up to the amounts that should be reflected therefor in Closing Net Assets in accordance with the Accounting Principles and only to the extent of the amount that should be so reflected for each category of liability reflected in Closing Net Assets (it being agreed that the final statement of Closing Net Assets shall be conclusive as to the liabilities, obligations and commitments that should be reflected therein for this purpose), or (C) arising on any Contract either (x) required to be listed under any Schedule hereto and not so listed or (y) entered into in violation of this Agreement or any Ancillary Agreement; (iv) except as specifically set forth in Section 1.03(a), any liability, obligation or commitment of any member of the Seller Group arising out of (A) any suit, action (including regulatory action) or proceeding (including under any alternative dispute resolution procedure) ("Proceeding") pending or threatened as of the Closing Date, (B) any ---------- Proceeding filed after the Closing to the extent based upon, relating to, arising out of or resulting from any fact, circumstance, occurrence, condition, act or omission occurring or existing, in whole or in part, on or prior to the Closing or (including, for C) any actual or alleged violation by any member of the avoidance Seller Group or any of doubt, accounts payable due and payable after their affiliates of any Applicable Law (as defined in Section 3.03) prior to or on account of the Closing; (v) any account payable of any member of the Seller Group to the extent of the amount not included in Closing Net Assets (or not permitted to be included in Closing Net Assets); (bvi) except as specifically set forth in Section 1.03(a), any liability, obligation or commitment that relates primarily to, or that arises primarily out of, any Excluded Asset, or that arises out of the distribution to, or ownership or operation by, any member of the Seller Group or any of their affiliates or any other person of any Excluded Asset, or that is associated with the realization of the benefits of any Excluded Asset; (vii) any liability, obligation or commitment for Taxes (as defined in Section 3.16), whether or not accrued, assessed or currently due and payable, (A) of Seller or any Affiliated Group (as defined in Section 3.16) or (B) relating to the operation or ownership of the Business or the Acquired Assets for any Tax period (or portion thereof) ending on or prior to the Closing Date (for purposes of this clause (vii), all Liabilities real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Acquired Assets for a Tax period that includes (but does not end on) the Closing Date shall be apportioned between Seller and Purchaser based upon the number of days of such period included in the pre-Closing Tax period and the number of days of such Tax period after the Closing Date (which period shall include the Closing Date)); (viii) any liability, obligation or commitment for transfer, documentary, sales, use, registration, value-added and other similar Taxes (including all applicable real estate transfer Taxes and real property transfer gains Taxes) and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, the Ancillary Agreements, the Acquisition and the other transactions contemplated hereby and thereby ("Transfer Taxes"); -------------- (ix) except as expressly provided in Section 5.09, any liability, obligation or commitment arising under any Benefit Plan; (x) any liability covered by any insurance policy maintained by Seller or any of its affiliates; (xi) except as expressly set forth in Section 1.03(a)(vi), any Indebtedness (as defined in Section 3.08(a)(ix)) that (i) in respect has a term of Transferred Employees arising at less than one year and is owed to lenders (and not trade creditors) or after the Closing and (ii) has a term of greater than one year, including any capitalized leases; (xii) except to the extent specifically assumed by Purchaser pursuant to Section 5.91.03(a)(iv), any liability, obligation or commitment that relates to, or arises out of, products manufactured, shipped or sold by or on behalf of the Business or any member of the Seller Group or any of their affiliates on or prior to the Closing Date, including any liabilities arising out of express or implied warranties, whether such liability, obligation or commitment relates to or arises out of losses occurring on or prior to or after the Closing Date; (cxiii) all cure costs required any liability, obligation or commitment relating to be paid or arising out of infringement or misappropriation of Intellectual Property or Technology (other than to the extent relating to or arising out of infringements or misappropriation after Closing relating to Purchaser's use of any Acquired Asset), to the extent relating to or arising out of the operation of the Business or products manufactured, shipped or sold by or on behalf of the Business or any member of the Seller Group or any of their affiliates on or prior to the Closing Date, whether such liability, obligation or commitment relates to or arises out of losses occurring on or prior to or after the Closing Date; (xiv) except to the extent specifically assumed by Purchaser pursuant to section 365 Section 1.03(a)(v), any liability, obligation or commitment, whether now existing or hereafter arising, to the extent such liability, obligation or commitment is in respect of claims arising out of or related to any injury, disease (or illness), disability or any similar condition that exists or occurs on or prior to the Closing Date, or exposure or alleged exposure on or prior to the Closing Date to any materials or chemicals (including Hazardous Materials) by any person (including any Continued Employee or any other employee heretofore employed in the Business); (xv) except as expressly provided in Section 5.09 or to the extent specifically assumed by Purchaser pursuant to Section 1.03(a)(v), (A) any liability, obligation or commitment to the extent such liability, obligation or commitment relates to, or arises out of, the employment at or prior to Closing and (B) any liability, obligation or commitment that relates to, or arises out of, the termination of the Bankruptcy Code employment at or prior to Closing, of, in each case, any employee or former employee of the Seller Group or any of their affiliates or the Business (including as a result of the transactions contemplated by this Agreement); (xvi) any liability, obligation or commitment that relates to, or that arises out of, any separation agreements listed on Schedule 1.03(b)(xvi) (collectively, the "Separation Agreements"), other than the payment of --------------------- severance up to the amount that would be due under Section 5.09 in the absence of such agreement; (xvii) any liability, obligation or commitment to any member of the Seller Group or to any affiliate of Seller, except those identified in Schedule 1.03(b)(xvii); (xviii) any liability, obligation or commitment of any member of the Seller Group or imposed on or asserted against Purchaser (x) relating to or arising out of the Railroad CBAs with respect to any act or omission through the Closing or (y) relating to or arising out of the Labor Contracts; (xix) any liabilities, obligations and commitments in respect of costs and expenses incurred by Seller or any of its affiliates or the Business in respect of or relating to this Agreement, including compliance by any member of the Seller Group with the terms hereof, or in connection with the assumption Acquisition and assignment the other transactions contemplated hereby; (xx) all other liabilities, obligations and commitments of any affiliate of Seller other than the Assigned Contracts Acquired Entities; (the “Cure Costs”xxi) without limiting Section 8.01(c), any Pre-Closing Environmental Liability (including Unknown Pre-Closing On-Site Environmental Liabilities (including Minor Pre-Closing On-Site Liabilities)); (dxxii) if the transfer of the Hydroelectric Facility does not occur on the Closing as contemplated by Section 2.03, any Liability for Taxes (including liability, obligation or commitment relating to or arising out of the payment thereof) attributable to ownership or operation of the Acquired Assets for a taxable period (or portion thereof) beginning Hydroelectric Facility, after the Closing Date (as determined pursuant and on or prior to Section 5.11); (e) Transfer Taxesany Hydroelectric Facility Closing; and (fxxiii) subject to Purchaser’s further reviewany liability, certain customer deposits to be obligation or commitment arising out of, based on, or resulting from any of the matters identified by the Parties in good faith prior to the Closingon Schedule 1.03(b)(xxiii).

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order effective as of (a) At the Closing, Purchaser the Buyer shall irrevocably assume from each Seller (and agree to perform, pay and discharge from and after the Closing payas and when due, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller the liabilities of the Companies set forth below, which shall irrevocably transferbe the only liabilities (whether performance, assign, convey, and deliver to Purchaser, only payment or otherwise) assumed by the following Liabilities, without duplication Buyer hereunder (collectively, the “Assumed Liabilities”): (ai) all contractual obligations of any of the Companies pursuant to the Assumed Contracts solely to the extent that such contractual obligations arise after the Closing Date, other than any Liabilities arising out of any breach or default (including for this purpose any event which, with notice or lapse of time would constitute such a breach or default) occurring prior to the Closing; (ii) all liabilities with respect to the Transferred Permits solely to the extent attributable to the ownership or operation of the Business on or after the Closing Date; (iii) all liabilities for any Taxes related to the Acquired Assets accruing after the Closing which are attributable to the ownership or use by Buyer of the Acquired Assets on or after the Closing Date (except for Taxes for which Company is liable pursuant to this Agreement); (iv) all liabilities under Membership Contracts for which any deposits, prepaid expenses, prepaid or deferred revenue and similar amounts included in the Acquired Assets pursuant to Section 2.1(a) above have been paid, but only to the extent such liabilities arise as a result of Buyer’s operation of the Business after the Closing; (v) all liabilities for acts or omissions of the Buyer with respect to the Acquired Employees which accrued on and after the Closing Date; and (vi) all other current payables of the Companies primarily related to the Business (A) incurred in the ordinary course of business, (B) not aged more than forty-five days as of Closing Date and (C) not associated with breaches of any Contract by a Company prior to the Closing, which shall be of a reasonably similar nature to those payables reflected in the illustrative spreadsheet attached as Schedule 2.2(a)(vi); provided, that, for the avoidance of doubt, such current payables shall not include transaction expenses incurred by the Companies in connection with this Agreement or the other Transaction Documents. (b) Notwithstanding any provision in this Agreement to the contrary, except for the Assumed Liabilities, each Company shall retain, and be responsible and liable for, and Buyer shall not assume or be obligated to pay, perform or otherwise discharge or be responsible or liable pursuant to this Agreement or otherwise with respect to, any Liabilities of the Companies, whether or not of, associated with, or arising from any of the Acquired Assets or the Business, or otherwise and whether carried or not carried on the books and records of the Companies (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), including, but not limited to: (i) all Indebtedness and other Liabilities of any Company or the Business which are not expressly assumed by the Buyer pursuant to Section 2.2(a) above; (ii) all amounts payable to brokers or other third parties acting on behalf of Companies or KLIM in connection with the transactions contemplated by this Agreement; (iii) all Liabilities with respect to any municipal violations of the Business or property subject to Leases occurring prior to the Closing Date; (iv) all Taxes which are or were due and payable prior to the Closing Date or relate to any period of time prior to the Closing Date; (v) all Liabilities arising from or related to the Excluded Assets; (vi) all Liabilities related to the operation of the Business prior to the Closing Date, whether or not the same is disclosed pursuant to Section 3.6 herein; (vii) all Liabilities prior to the Closing Date related to a violation or alleged violation of the WARN Act; (viii) all Liabilities for any failure by any of the Companies to comply with any Laws or to hold any required Permit with respect to the Business to the extent arising, occurring or existing prior to the Closing, (ix) all environmental, health or safety liabilities arising out of or relating to the Companies’ ownership and or operation of the Business and the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Assets prior to Closing); (bx) all Liabilities (i) arising under the organizational documents of any Company, or related to any person or entity’s interest in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9any such entity; (cxi) all cure costs required common area maintenance charge adjustments and charges for Taxes under the Leases that accrue prior to be paid pursuant to section 365 the Closing Date, whether or not assessed as of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer TaxesDate; and (fxii) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties all escheat Liability in good faith connection with Membership Agreements or other deferred revenue accruing prior to the Closing.

Assumption of Certain Liabilities. On 2.3.1 Buyer shall not assume any liabilities of PEI or Seller or any of their Affiliates, except that Buyer shall assume the following specific liabilities and obligations: (a) the obligations and liabilities set forth in Sections 5.9, 5.10, 5.11 and 5.12 hereof; (b) all liabilities and obligations of Seller in respect of the Contracts and Permits assigned or transferred to Buyer pursuant to this Agreement in accordance with the respective terms and subject thereof to the conditions set forth herein and in extent the Sale Order effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and liability or obligation arises from and after the Closing payDate; (c) the Assumed Indebtedness; (d) any liability, performobligation or responsibility of Seller for conditions at the Real Estate, dischargewhether based on statutory or common law, now or otherwise satisfy hereafter in accordance with their respective termseffect, known or unknown, contingent or actual, relating to or arising from pollution, contamination or protection of the environment, human health or safety or natural resources or relating to or arising from the presence or Release or threat of Release of Hazardous Substances into the environment at the Real Estate or into or from any building, structure, pipeline or other facility at the Real Estate, including without limitation, any CERCLA or similar liability under any federal or state law or regulation, except to the extent Buyer has given written notice of a claim for indemnification pursuant to Sections 7.3 and 7.4 hereof prior to the tenth anniversary of the Closing Date (and if Buyer has given written notice prior to the tenth anniversary of the Closing Date, to the extent that such claim is not entitled to indemnification under Sections 7.3 and 7.4) (the foregoing, the "On-site Conditions"); (e) advances existing on the Closing Date for construction of facilities relating to the Business; and (f) liability for accrued but unused vacation pay for the Transferred Employees to the extent provided in Section 5.9.2. 2.3.2 Any liabilities or obligations which are assumed by Buyer pursuant to Section 2.3.1 above are hereinafter referred to as the "Assumed Liabilities." At the Closing, and such Seller Parent shall irrevocably transfer, assign, convey, cause Buyer to execute and deliver to PurchaserSeller an assumption agreement, only in substantially the form of the Assumption Agreement attached hereto as Exhibit A (the "Assumption Agreement"), pursuant to which Buyer shall assume the Assumed Liabilities. Each of Parent and Buyer hereby irrevocably and unconditionally waives and releases the Seller Parties from all Assumed Liabilities and all liabilities or obligations exclusively relating to the Business to the extent arising from events or occurrences after the Closing, including any liabilities created or which arise by statute or common law, including CERCLA (it being understood that this shall not constitute a waiver and release of any claims arising out of the contractual relationships between Buyer and Seller). 2.3.3 Buyer shall not assume any liabilities, commitments or obligations (contingent or absolute and whether or not determinable as of the Closing) of any of the Seller Parties or any of their Affiliates except for the Assumed Liabilities as specifically and expressly provided for above, whether such liabilities or obligations relate to payment, performance or otherwise, and all liabilities, commitments or obligations not expressly transferred to Buyer hereunder as Assumed Liabilities are being retained by the Seller Parties, (the "Retained Liabilities"). Each of the Seller Parties hereby irrevocably and unconditionally waives and releases Buyer from all Retained Liabilities including any liabilities created or which arise by statute or common law, including CERCLA (it being understood that this shall not constitute a waiver and release of any claims arising out of the contractual relationships between Buyer and Seller). Without limitation to the foregoing, all of the following Liabilities, without duplication shall be considered Retained Liabilities and not Assumed Liabilities (collectively, except as specified below) for the “Assumed Liabilities”):purposes of this Agreement: (a) all any product liability, toxic tort or similar claim for injury to person or property, regardless of when made or asserted, to the extent that it arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by any of the Seller Parties or any of their Affiliates prior to Closing, or alleged to have been made by any of such Persons, or to the extent that it is imposed or asserted to be imposed by operation of law, in connection with any service performed or product distributed or sold by or on behalf of any of the Seller Parties or any of their Affiliates prior to Closing, including any claim referred to above in this Section 2.3.3(a) relating to water quality standards, any claim relating to any product delivered in connection with the performance of services provided by Seller and any claim seeking recovery for consequential damages, lost revenue or income; (b) except to the extent set forth in Sections 2.9 and 7.1 any federal, state, foreign or local income or other Tax payable with respect to the business, assets, properties or operations of any of the Seller Parties or any member of any affiliated group of which any of them is a member. (c) any liability or obligation associated with or in connection with the common plant assets (other than the liabilities and obligations exclusively related to the Common Plant Assets set forth on Schedule 1.1.1(b)); (d) except as provided in Section 2.3.1 above, any liability or obligation with respect to compensation or employee benefits of any nature owed to any employees, agents or independent contractors of any of the Seller Parties or any of their Affiliates, whether or not employed by Buyer after the Closing, that arises out of or relates to events or conditions to the extent occurring before the Closing Date; (e) any liability or obligation of any of the Seller Parties or any of their Affiliates existing as a result of any act, failure to act or other state of facts or occurrence which constitutes a breach or violation of any of Seller's or PEI's representations, warranties, covenants or agreements contained in this Agreement, except to the extent set forth in Section 7.1. (f) except to the extent set forth in Section 2.3.1(d), any liability, obligation or responsibility of any of the Seller Parties, or any of their Affiliates or predecessors, whether based on statutory or common law, now or hereafter in effect, known or unknown, contingent or actual, relating to or arising from pollution, contamination or protection of the environment, human health or safety or natural resources or relating to or arising from the presence or Release or threat of Release of Hazardous Substances into the environment or into or from any building, structure, pipeline or other facility or relating to or arising from the generation, use, storage, treatment, disposal, transport or other handling of Hazardous Substances or sale of product containing Hazardous Substances or from violation of any law relating to the foregoing, including without limitation, any (A) CERCLA or similar liability under any federal or state law or regulation or (B) any such liability associated with businesses or assets of the Seller Parties other than the Business; (g) liabilities and obligations relating to the Business to the extent arising prior to Closing (unless otherwise constituting Assumed Liabilities) arising by operation of law under any common law or statutory doctrine (including successor liability or de facto merger); (h) any obligation or liability arising under any contract, commitment, instrument or agreement (1) that is not transferred to Buyer as part of the Acquired Assets, or (2) that relates to any breach or default (or to the extent that it relates to an event which would, with the passing of time or the giving of notice, or both, constitute a default) under any Contract, instrument or agreement or to any services to be provided by Seller under any such Contract, instrument or agreement to the extent that it arises out of or relates to any period prior to the Closing Date; (i) any liability or obligation in respect of the Excluded Assets; or (j) except for the Assumed Liabilities as specifically and expressly set forth herein, any liability to the extent arising out of or relating to the ownership and or operation of the Acquired Assets, Assigned Contracts Assets or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant Business prior to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11including any predecessor operations); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior any claims, obligations or litigation to the Closingextent arising out of or relating to events or conditions occurring before the Closing Date, and any liability associated with any business other than the Business.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) Seller shall assign and Purchaser will assume certain liabilities of Seller as set forth on Schedule 2(a) (the "Assumed Liabilities"). Assumed Liabilities shall include, but not be limited to, the accounts payable in the ordinary course of business and the shareholder loan by Faith Takes to Seller in the approximate amount as of 7/31/98 of $86,600 (the "Takes Loan"), the obligations under the Capital Bank Trust/SBA loan, the obligations under the TFC Credit Corporation loan, the obligations under the Ballston Spa bridge loan, accrued expenses, payroll taxes and other liabilities arising in the ordinary course of business, provided all Liabilities arising out of or relating such liabilities are disclosed to Purchaser on the Closing Balance Sheet delivered pursuant to Paragraph "11" hereof. Notwithstanding anything to the ownership contrary contained above, Assumed Liabilities shall not include any obligation or liability of Seller with respect to income taxes, penalties and operation interest thereon (except as set forth in (b) below); pension, profit-sharing or other similar obligations of Seller whether or not arising from ERISA qualified or approved plans; any liabilities for items outside the Acquired Assetsordinary course of business which are not disclosed to Purchaser and approved in writing by Purchaser; any liabilities for material acts or omissions of Seller, Assigned Contracts its officers, directors or Acquired Businesses, arising at or after the Petition Date that are due and payable after employees through the Closing Date which are not disclosed on the Closing Balance Sheet and approved in writing by Purchaser (includingincluding but not limited to contingent liabilities, for the avoidance of doubtand any pending or threatened claims, accounts payable due and payable after the proceedings, actions, or investigations, whether or not asserted before Closing);. (b) all Liabilities (i) in respect of Transferred Employees arising at or after Purchaser and Seller agree that Purchaser shall accept on the Closing and Balance Sheet as an Assumed Liability an accrual for income taxes equal to thirty-five (ii35%) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 percent of the Bankruptcy Code in connection with the assumption and assignment Federal taxable income of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after Seller as of the Closing Date (as calculated by the certified public accountants for Seller to be distributed to the Shareholders in such amounts as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closingsuch accountants. 3.

Assumption of Certain Liabilities. On (a) Subject to the terms and subject conditions of this Agreement, except as otherwise specifically provided in this Section 1.2 (including in respect of the Retained Liabilities, as set forth in paragraph (b) below), on the Closing Date, the Buyers will assume and agree to pay, discharge or perform, as appropriate, the following specific liabilities and obligations of the Sellers (the “Assumed Liabilities“): (i) all executory liabilities and obligations of the Sellers arising under or relating to any Contract, including liabilities or obligations under any Contract arising in the ordinary course of business where the payment, discharge, fulfillment, or performance of such liability or obligation would normally occur after the Closing, except that the Buyers shall not assume or agree to pay, discharge or perform any liabilities or obligations arising out of any breach or default (including for this purpose any event which, with notice or lapse of time would constitute such a breach or default) by the Sellers, the UPC Stockholders or any of their Affiliates of any provision of any Contract, including liabilities or obligations arising out of the Sellers’, the UPC Stockholders’ or any of their Affiliates’ failure to perform any Contract in accordance with its terms prior to the conditions set forth herein Closing; (ii) the accounts payable (other than the Retained Payables) of the Business as of the Closing Date and the accrued liabilities of the Business as of the Closing Date, in each case solely to the extent reflected on the Balance Sheet or incurred in the Sale Order effective ordinary course of business consistent with past practice since the Balance Sheet Date; (iii) the liabilities and obligations expressly assumed by the Buyers pursuant to Section 5.13 hereof; (iv) the excess, if any, of (i) any and all federal and state income Taxes of the Sellers that are incurred in connection with the receipt of $14,000,000 cash (the “Net Cash Amount“) by the Sellers and the Stockholder in connection with the receipt of the Net Cash Amount by the Sellers and the distribution of the Net Cash Amount to the Stockholder over (ii) the federal and state income Taxes that would have been incurred by the Stockholder if the Stockholder had received such Net Cash Amount directly from the Buyers in exchange for the stock of UPC (the “Assumed Tax Liabilities“); provided that for purposes of determining the Taxes incurred in connection with the Net Cash Amount, the value of the Earn Out shall be disregarded; and (v) Any ad valorem taxes, property taxes or similar taxes related to the Acquired Assets which taxes are not yet due and payable as of the Closing even if the same may relate to periods prior to the Closing. (b) The Buyers shall not assume any liabilities, commitments or obligations (known or unknown, contingent or absolute and whether or not determinable as of the Closing) of the Sellers, Purchaser the UPC Stockholders or any of their Affiliates, other than the Acquired Subsidiaries, except for the Assumed Liabilities as specifically and expressly provided for above, whether such liabilities or obligations relate to payment, performance or otherwise, and all liabilities, commitments or obligations (known or unknown, contingent or absolute and whether or not determinable as of the Closing) not expressly transferred to the Buyers hereunder as Assumed Liabilities are being retained by the Sellers, the UPC Stockholders or their Affiliates (the “Retained Liabilities“), who shall remain liable therefor unconditionally and without right of set-off. Each of the Sellers and the UPC Stockholders, on behalf of itself and its or their Affiliates, hereby irrevocably assume and unconditionally waives and releases the Buyers from each Seller all Retained Liabilities, including any Retained Liabilities created by statute or common law. Without limitation to the foregoing, all of the following shall be considered Retained Liabilities and not Assumed Liabilities (except as specified below) for the purposes of this Agreement: (i) except as set forth in Section 1.2(a)(v), any Taxes (i) attributable to the Sellers’ ownership of the Acquired Assets or operation of the Business for all taxable periods (or portions thereof) ending on or before the Closing Date (subject to the proration of certain Taxes as set forth in Section 5.11) or (ii) for which the Sellers may be otherwise liable for any taxable period prior to the Closing, including by reason of (A) being a successor to another person, (B) being a party to a tax sharing, tax indemnity or similar agreement, or (C) being a member of a consolidated, combined or unitary group of corporations for tax purposes; (ii) any liabilities or obligations for any bank or other funded debt of the Sellers, the UPC Stockholders or any of their Affiliates, other than the Acquired Subsidiaries, including, without limitation, the loans, notes and from indebtedness, obligations and liabilities of the Sellers, the UPC Stockholders or any of their Affiliates, other than the Acquired Subsidiaries, to Bank of Oklahoma, N.A., Local Oklahoma Bank, N.A., Massachusetts Mutual Life Insurance Company, C.M. Life Insurance Company, J. Romeo & Co., Principal Life Insurance Company and any transferees, but excluding obligations of the Companies arising under the POS Contracts; (iii) any liability or obligation with respect to compensation or employee benefits of any nature owed to any employees, former employees, agents or independent contractors of the Sellers, the UPC Stockholders or any of their Affiliates, whether or not employed by the Buyers after the Closing, that (A) arises out of or relates to the employment or service provider relationship (including the termination of such employment or service provider relationship) between the Sellers, the UPC Stockholders or such Affiliates and any such individuals, (B) arises out of or relates to any Benefit Plan (including any grant of stock options or Company sponsored option plan) or (C) arises out of or relates to events or conditions occurring on or before the Closing payDate, performthat are not explicitly assumed by Buyers under Section 5.13 hereof; (iv) any liability or obligation with respect to any grant of stock options by any Company or option plan sponsored by any Company; (v) any liability or obligation of the Sellers, dischargethe UPC Stockholders or their Affiliates, arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, and fees and expenses of counsel, accountants, brokers, finders and other experts; (vi) any liability or obligation of the Sellers, the UPC Stockholders or any of their Affiliates existing as a result of any act, failure to act or other state of facts or occurrence which constitutes a breach or violation of the Sellers’ representations, warranties and covenants contained in this Agreement or the other Ancillary Agreements; (vii) any Environmental Liability except as set forth on Schedule 1.2(b)(vii) (as defined in Section 11.8); (viii) any liability of the Sellers or the Business to the UPC Stockholders or any of their Affiliates incurred prior to the Closing, including any intercompany payables or receivable credits; (ix) any liability under applicable bulk transfer laws, or otherwise satisfy similar statutes, laws or regulations; provided, that the Buyers shall be responsible for the payment of any Transfer Taxes relating to the purchase of the Acquired Assets; (x) any liability or obligation with respect to the payment of certain accounts payable of the Business as of the Closing Date to be identified by the Buyers not less than three business days prior to Closing in accordance with their respective termsan amount equal to $10,000,000 (the “Retained Payables“), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only ; or (xi) any other liability of the following Liabilities, without duplication (collectivelySellers, the “Assumed Liabilities”): (a) all Liabilities UPC Stockholders or their Affiliates, other than the Acquired Subsidiaries, whatsoever, including any liability arising out of or relating to the Excluded Assets, the ownership and or operation of the Acquired Assets, Assigned Contracts Assets and the Business on or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant prior to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (including any predecessor operations), including any claims, obligations or litigation arising out of or relating to events or conditions occurring on or before the Closing Date (including the threatened or pending litigation set forth on Schedule 3.12 hereto), regardless of when made or asserted, except for the Assumed Liabilities as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closingspecifically and expressly set forth herein.

Assumption of Certain Liabilities. On (a) Purchaser hereby assumes, effective as of the Closing Date, the following Liabilities, which shall be the "Assumed Liabilities": (i) (A) all trade account payables to the extent attributable to the Business which are listed in Section 8 of the Asset Schedule, and (B) those trade account payables to the STARBURST ASSET PURCHASE AGREEMENT extent attributable to the Business and incurred in the Ordinary Course of Business in accordance with the terms hereof after the date of this Agreement and subject on or before the Closing, excluding in each case any accounts payable to Sellers or their Affiliates; (ii) all Liabilities, other than those that are Excluded Liabilities pursuant to Section 2.3(c)(ii), required to be performed or accruing on or after the Closing Date under the Transferred Contracts included in the Acquired Assets (or under any Customer Contract to the conditions extent provided in Section 2.4), including (A) all related implementation, consulting, customer service, product return and warranty obligations and (B) for these purposes, any and all obligations as provided for under Section 2.4 below; (iii) the Liabilities of any Seller for accrued paid time off of the Transitioning Employees where such Liability can be assumed by Purchaser pursuant to applicable law; provided, however, that with respect to the Indian Employees such Liabilities for accrued paid time off shall be assumed, to the extent permissible by applicable law, on or after the Second Closing; (iv) any Liabilities for Post-Closing Period Taxes; (v) any Liabilities accruing on or after the Closing Date relating to, arising out of, or resulting from the employee agreements listed on Section 8.8(b) of the Seller Disclosure Schedule between Sellers and an International Seller Employee who becomes a Transitioning Employee, which the Transfer Regulations shall require be assumed by Purchaser or an Affiliate of Purchaser, other than any such Liability arising from any breach of any such agreement attributable to any acts or omissions of a Seller occurring on or prior to the Closing Date; provided, however, that any Liability associated with the Purchaser's inability to comply with the Transfer Regulations or other employment requirements necessary to retain the services of the International Seller Employees as employees of Purchaser or any Affiliate of Purchaser shall constitute an Assumed Liability. Any Liabilities described in the immediately preceding clause that may arise with respect to the Indian Employees shall not constitute an Assumed Liability until the Second Closing; and (vi) except for those Liabilities disclosed in Section 2.3(a)(vi) of the Seller Disclosure Schedule, any severance Liability (v) with respect to any Seller Employee who becomes a Transitioning Employee, incurred as a result of actions by the Purchaser on or after the Closing Date, (w) with respect to any International Seller Employee whose individual employment agreement is not assumed by Purchaser pursuant to the Transfer Regulations, incurred on or after the date hereof, (x) with respect to any International Seller Employee whose individual employment agreement is assumed by Purchaser pursuant to the Transfer Regulations, incurred on or after the time of such assumption, or (y) with respect to any International Seller Employee who does not have an individual employment agreement, incurred on or after the date hereof. For avoidance of doubt, Purchaser does not and shall not be deemed to have assumed any Liability for any amount paid by NAI in connection with the consummation of the Acquisition pursuant to a cash bonus plan or bonus arrangement implemented in connection with the Acquisition or for any other amount paid by NAI STARBURST ASSET PURCHASE AGREEMENT to any Seller Employee on account of the Acquisition. Notwithstanding any of the foregoing, any severance Liability assumed by Purchaser pursuant to the foregoing with respect to the Indian Employees shall not constitute an Assumed Liability until the Second Closing. If a Seller Employee remains an employee of any Seller following the Closing or such employee becomes an employee of any Seller within six (6) months of the Closing (and such Seller Employee was not a Transitioning Employee who was terminated by Purchaser on or after the Closing), and (B) such Seller Employee received severance from Purchaser, Sellers shall reimburse Purchaser for the amount of such severance paid to such Seller Employee. In the case of the Indian Employees, the foregoing in the immediately preceding sentence shall apply with respect to the Indian Employees upon the Second Closing. (b) Notwithstanding the foregoing, the Assumed Liabilities shall not include any Excluded Liabilities. (c) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not and does not hereby assume any Liabilities of the Sellers (or any Affiliates of the Sellers), whether relating to the Business, the Acquired Assets or otherwise, other than the Assumed Liabilities (all such Liabilities other than the Assumed Liabilities are collectively referred to herein as the "Excluded Liabilities"). Excluded Liabilities shall include the following: (i) any Liability of any Seller not stated to be assumed pursuant to Section 2.3(a); (ii) any Liability arising from any breach of a Transferred Contract prior to the Closing Date; (iii) any Liability of any Seller, or any Tax Affiliate, in respect of income Taxes and Pre-Closing Period Taxes other than income Taxes; (iv) any Liability relating to or arising under or in connection with any litigation of the type described in Section 5.11 hereof (without regard to the Material Adverse Effect qualification set forth herein in Section 5.11 hereof or the limitation of such representation to the date hereof); (v) except as provided in Section 2.3(a)(iii), (v) or (vi), any Liability of any Seller relating to or arising under or in connection with any Seller Employee Benefit Plan or in respect of any current or former employee of any Seller, including any Seller Employee or relating to or arising either in connection with any actual or constructive termination of the employment of any such Seller Employee with any Seller and in any transaction bonus or other compensation payable as a result of the Sale Order effective consummation of the transactions contemplated hereby; (vi) any obligation or liability under WARN for employees of any Seller, including the Seller Employees, relating to the transactions contemplated hereby as a result of actions by Sellers as of the Closing, Purchaser shall irrevocably assume from each or liabilities under COBRA for any Seller Employees; STARBURST ASSET PURCHASE AGREEMENT (and from and after vii) any obligation or liability to the Closing pay, perform, discharge, extent attributable to an Excluded Asset except as provided for in Section 2.4(c) hereof; (viii) any obligation or otherwise satisfy liability of any Seller with respect to any Retained Beneficial Contract except as expressly set forth in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver Section 2.4(c) hereof; (ix) any obligation or liability related to Purchaser, only the following Liabilities, without duplication any Intercompany Agreement; (collectively, the “Assumed Liabilities”): x) any obligation or liability related to (a) all Liabilities any indebtedness for borrowed money or (b) any guaranty, endorsement or securitization; (xi) other than the Assumed Liabilities, any Liability arising out of or relating to from the ownership and operation or use of the Acquired Assets, Assigned Contracts Assets or Acquired Businesses, arising at or after the Petition Date that are due and payable after conduct of the Business before the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing);Date; and (bxii) all Liabilities (i) in respect of Transferred Employees arising at any channel incentives or after other distribution discounts attributable to the period prior to the Closing and Date (ii) assumed except to the extent funded by Purchaser Sellers pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”8.9(b);). (d) any Liability for Taxes (including the payment thereof) attributable Each Seller agrees to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further reviewpay, certain customer deposits to be identified by the Parties in good faith perform and discharge prior to the Closing, all Liens except for Permitted Liens.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising Purchaser will at or after the Petition Date that are due and payable after the Closing assume the liabilities of Seller which are referred to in Seller's disclosure schedule (including, for the avoidance "Seller's Disclosure Schedule" or "Disclosure Schedule") as "Assumed Liabilities." Purchaser is not assuming any liabilities of doubt, accounts payable due and payable after the Closing);Shareholders. (b) all Liabilities Anything in this Agreement to the contrary notwithstanding, Purchaser shall not assume, or in any way be liable or responsible for: (i) in respect any liability under any contracts which arises out of Transferred Employees arising at Seller's failure to perform its obligations thereunder to the extent such performance is due on or after prior to the Closing and Effective Date; (ii) assumed by Purchaser pursuant any liabilities or obligations for any foreign, federal, state, county or local income, franchise, gross receipts or value added taxes, or any interest, additions to Section 5.9tax or penalties thereon, accrued for, applicable to or arising from any period prior to the Effective Date; (ciii) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code any liability or obligation arising in connection with Excluded Assets or the assumption and assignment of the Assigned Contracts (the “Cure Costs”)operation thereof; (div) any Liability for Taxes (including the payment thereof) attributable liability to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined extent covered by insurance of Seller pursuant to Section 5.11);a policy in effect on or prior to Closing; or (ev) Transfer Taxes; and any profit sharing or incentive bonuses or sales commissions or similar bonuses or payments (fincluding, without limitation, the liability in the amount of $61,353 to Xxxxxx Xxxxx which is reflected on the December Balance Sheet as a Non-Assumed Commission Payable, and any other profit sharing or incentive bonuses, or sales commissions or similar bonuses or payments to Xxxxxx Xxxxx ) subject allocable to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith period prior to the ClosingEffective Date, it being understood that where such bonuses or payments are measured by results during a period which straddles the Effective Date, the amount of such bonus or payment shall be allocated to the periods before and after the Effective Date on a pro rata basis based on the number of days in such period before and after the Effective Date, and an estimate of the amount due for the period through the Effective Date shall be paid by Seller at the Effective Date; or (vi) any payments to employees or others under incentive/profit sharing arrangements; or (vii) liabilities reflected on the December Balance Sheet as "Non-Assumed Accounts Payable."

Assumption of Certain Liabilities. On (a) Upon the terms ---------------------------------- and subject to the conditions set forth herein and in the Sale Order of this Agreement, Purchaser or a Purchaser Designee shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing Purchaser or a Purchaser Designee shall pay, performperform and discharge when due, discharge, or otherwise satisfy in accordance with their respective termsall the following Liabilities of Lyondell and the Lyondell Selling Subsidiaries (the "Assumed Liabilities"), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following other than any Excluded Liabilities, without duplication (collectively, the “Assumed Liabilities”):: ------------------- (ai) all Liabilities of Lyondell or the Lyondell Selling Subsidiaries under the Assigned Contracts to the extent such Liabilities relate to or arise in the period from and after the Closing; (ii) all accounts payable and other accrued liabilities of Lyondell or the Lyondell Selling Subsidiaries arising primarily out of the operation or conduct or ownership of the Polyols Business prior to the Closing, but only to the extent they are included in the Closing Working Capital Statement; (iii) all other Liabilities arising from the operation or conduct or ownership of the Polyols Business by Purchaser or any Purchaser Affiliate from and after the Closing; (iv) any Liability arising under or relating to Environmental Laws, which Liability arises from the operation or conduct or ownership and operation of the Acquired Assets, Assigned Contracts Polyols Business by Purchaser or Acquired Businesses, arising at any Purchaser Affiliate after the Closing; and (v) any of the following Liabilities to the extent unpaid and then only to the extent such Liabilities arise on or after the Petition Closing Date that are due and payable arise out of the operation or conduct or ownership of the Polyols Business on or after the Closing Date: (includingi) rent, tenant utility payments, common area maintenance and sundry charges (including any HVAC charges); and (ii) utility company charges, including electricity, gas, fuel, water and sewer charges; (vi) any Liabilities for price, volume or other product rebate accruals, but only to the extent they are included in the Closing Working Capital Statement; (vii) the Liabilities imposed on Purchaser or any Purchaser Affiliate under Applicable Law and the Liabilities assumed by Purchaser or any Affiliate of Purchaser as provided in Section 4.08(f) in respect of Foreign Plans; (viii) all Liabilities specifically assumed by Purchaser or any Purchaser Designee pursuant to the provisions of this Agreement or any Polyols Transfer Document; and (ix) the Liabilities identified on Schedule 1.03(a)(ix). (b) Notwithstanding Section 1.03(a), Purchaser shall not assume any Excluded Liability, each of which shall be retained and paid, performed and discharged when due by Lyondell and the Lyondell Selling Subsidiaries, unless and to the extent being contested in good faith. For the avoidance of doubt, accounts payable due and payable after the Closing); except as provided, this Section 1.03(b) is not intended to limit Purchaser's other obligations under this Agreement or any other Transaction Document (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser for example, pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 6.02 of this Agreement or Section 4.04 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”Master Transaction Agreement); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.. The term "Excluded Liability" means: ------------------

Assumption of Certain Liabilities. On Upon the terms and subject to the conditions set forth herein and herein, at the First Closing, Triad shall agree to guaranty, on terms reasonably acceptable to Triad, the bank debt of approximately $12.9 million as set forth on Schedule 1.3 attached hereto ("Bank Debt") consisting of nine lenders holding as collateral, limited partner investor notes in the Sale Order effective approximate amount of $17.7 million as set forth on Schedule 1.3 attached hereto ("Investor Notes"). The Triad guaranty will be on terms reasonably acceptable to Triad, which shall include a requirement that the holders of the ClosingBank Debt, Purchaser at their cost, continue to use their best efforts on collection of the Investor Notes, which shall irrevocably include litigation if necessary, that Triad or Grand Court, if requested, will send out the standard notices of collection, and the best efforts of Grand Court, if requested, to assist in the collection process and that Triad shall only be called upon to pay under its guaranty if such collection efforts fail. Except as expressly set forth in this Agreement, Triad and Capital do not hereby assume from each Seller (and from and after or agree to pay any other liabilities or obligations of Grand Court, the Closing paylimited partners of the Partnerships, perform, dischargethe Partnership, or otherwise satisfy in accordance with their respective terms), any other entity. It is expressly understood that Triad and such Seller Capital shall irrevocably transfer, assign, convey, not be liable for and deliver to Purchaser, only the following Liabilities, without duplication (collectivelydo not assume any of Grand Court's, the “Assumed Liabilities”): limited partners' of the Partnerships, the Partnerships', or any other entity's obligations or liabilities (whether known or unknown, matured or unmatured, or fixed or contingent) other than the guaranty of the Bank Debt as expressly provided in this Section 1.3 and those obligations and liabilities expressly set forth on Schedule 1.3 attached hereto Without limiting the foregoing, the GP Interests and Management Rights shall not include (a) all Liabilities any claims for workmen's compensation, (b) any federal, state, or local taxes on income or any federal, state, or local taxes arising by reason of the sale of the rights as herein provided or otherwise or any other Taxes (as hereinafter defined), (c) any liability for any violation by Grand Court or the Partnerships of any applicable statutes, laws, regulations, or ordinances of any federal, state, or local government, (d) any liability for any breach of contract, negligence, or misconduct by Grand Court or the Partnerships or any of its or their respective agents, servants, or employees, (e) any liability of Grand Court or the Partnerships arising out of or pursuant to this Agreement, (f) any liability of Grand Court or the Partnerships relating to any litigation arising from any event, action, or omission, (g) any liability for any employee or other compensation, including, without limitation, any salaries, bonuses, incentive compensation, or accrued vacation time, relating to services provided to Grand Court or the ownership and operation Partnerships, before the First Closing, as to the Partnerships, (h) any liability of Grand Court or the Acquired AssetsPartnerships relating to employee benefit plans maintained by Grand Court or the Partnerships, Assigned Contracts before the First Closing, as to the Partnerships, (i) any liability arising out of or Acquired Businesses, arising at incurred in respect of any transaction of Grand Court occurring before or after the Petition Date that are due First Closing, (j) any liability for any accrued and payable after the Closing unpaid federal, state, or local taxes of Grand Court based on income of its employees, (including, for the avoidance of doubt, k) any trade or other accounts payable due and payable after of Grand Court or the Closing); Partnerships, or (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (dl) any Liability for Taxes (including other liability or obligation of Grand Court or the payment thereof) attributable to Partnerships other than the Acquired Assets for a taxable period (Bank Debt, unless specifically assumed in writing by Triad or portion thereof) beginning after the Closing Date (Capital as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closingset forth on Schedule 1.3 attached hereto.

Assumption of Certain Liabilities. On the terms and subject a. Notwithstanding anything contained in this Agreement or in any Exhibit to the conditions set forth herein contrary, Buyer is not and in the Sale Order effective as shall not assume any liabilities of the ClosingBusiness or of the Seller, Purchaser shall irrevocably assume from each except for the following liabilities of the Seller (and from and pertaining solely to the operation of the Business after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication Date (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out i. The obligations of Seller and related payment requirements from and after the Closing Date under the unexpired facility leases for the office of Seller as set forth on the Schedule of Lease Obligations attached hereto as Exhibit 5-A1. ii. The obligations of Seller and related payment requirements from and after the Closing Date under any equipment lease, lease/purchase or relating maintenance agreements for those items of office equipment to be purchased by Buyer pursuant to this Agreement, as set forth on the Schedule of Equipment Leases attached hereto as Exhibit 5-A2. iii. The obligation to pay the Buyer’s customary and normal commissions with respect to mortgage transactions which are pending at the time of Closing and which are finalized within a reasonable period of time following Closing. b. Notwithstanding anything contained in this Agreement or in any Exhibit to the ownership contrary, Buyer does not assume any liability not being identified herein as being assumed by Buyer, and operation in particular (by way of illustration and not limitation) Buyer does not assume any of the Acquired Assetsfollowing liabilities, Assigned Contracts which liabilities will remain the obligations of Seller (such liabilities are herein collectively referred to as the “Excluded Liabilities”): i. Any and all trade payables outstanding, accrued to, or Acquired Businessesdue as of the Closing Date. ii. Any and all accrued salaries, arising at overtime pay, vacation pay, holiday pay, accrued time off pay of any type, expenses and other employee compensation for both temporary and permanent employees of Seller payable up to the Closing Date unless otherwise assumed hereunder. iii. FICA, withholding, and other payroll related taxes payable up to the Closing Date for any and all periods prior to the Closing Date. iv. Sales tax obligations for any and all services rendered prior to the Closing Date. v. Other taxes, fees and assessments payable by Seller or after accrued as of the Petition Closing Date. vi. Audit or other similar adjustments, including any penalties or fines, related to FICA and other payroll taxes, sales taxes, retirement plan contributions, workers’ compensation insurance and similar expenses subject to audits and adjustments for occurrences and time periods prior to the Closing Date. vii. Federal and state taxes on income earned by Seller prior to the Closing Date that and accrued to or payable as of the Closing Date. viii. Revolving credit line obligations or other short term bank borrowings, long term bank loans or installment payment debts of Seller. ix. Notes and other financial instruments payable by Seller. x. Any and all notes payable, advances, deferred compensation or other debts owed to Shareholders, or any other employee of, or contractor to, Seller, including any payments related to compensation, vacation pay, sick pay, fringe benefits, or reimbursable expenses related to the employment of, or services performed by, any of such individuals prior to the Closing Date. xi. Any and all other liabilities of Seller existing as of the Closing Date and not specifically listed as being assumed by Buyer in Section 5a of this Agreement. xii. Any contingent or unstated liabilities of Seller including, but not limited to, liabilities occurring as a result of legal actions, suits or other claims and resulting from actions or other occurrences which took place prior to the Closing Date. c. All of the Assets shall be free of any liens, claims, liabilities, charges, restrictions, royalties, fees or other encumbrances other than (i) liens for Taxes which are not due and payable after as of the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing Date and (ii) assumed by Purchaser pursuant to Section 5.9; encumbrances which would not have a material adverse effect on the Business (c) all cure costs required to be paid pursuant to section 365 collectively, the “Permitted Encumbrances”). No later than the Closing Date, the Seller shall secure written releases for the Assets acquired from the holder of any lien, security interest or other obligation of the Bankruptcy Code in connection with the assumption and assignment Seller related to any lien, security interest or other encumbrance attaching to all or any category of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closingassets of Seller.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein in this Agreement, Buyer agrees to assume only (i) Seller’s accounts payable and in accrued expenses identified on Schedule 1.3(a)(i) to this Agreement, but only up to the Sale Order effective as amount shown on such Schedule for each of the Closing, Purchaser shall irrevocably assume from each Seller (such accounts payable and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication accrued expenses (collectively, the “Assumed LiabilitiesPayables”): (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing ; and (ii) assumed by Purchaser those liabilities and obligations under the Assumed Contracts identified on Schedule 1.3(a)(ii) to this Agreement and the obligations under the Assumed Contracts to the extent that such obligations are required pursuant to Section 5.9; (c) all cure costs required such Contracts to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning performed after the Closing Date (collectively, the “Assumed Contract Liabilities”); and (iii) Seller’s express obligations under its standard written warranty to repair or replace products sold by Seller within one (1) year prior to Closing (collectively the “Contract Warranty Obligations”); and (iv) Seller’s obligations for customer prepayments and deposits received by Seller prior to Closing and identified on Schedule 1.3(a)(iv) to this Agreement (the “Assumed Prepayment/Deposit Obligations”); and (v) the Assumed PTO Obligations (as determined defined in Section 5.7(d) of this Agreement) assumed pursuant to Section 5.115.7(d) of this Agreement (collectively, the Assumed PTO Obligations, Assumed Prepayment/Deposit Obligations, Contract Warranty Obligations, the Assumed Contract Liabilities and the Assumed Payables being called the “Assumed Liabilities”). (b) Exclusive of solely the Assumed Liabilities, all other obligations, Indebtedness, debts, Taxes, operating expenses, rents, utilities, payables and other liabilities and obligations of Seller of any kind, character or description, whether accrued, absolute, known or unknown, disclosed or undisclosed, contingent or otherwise now existing or hereafter arising (collectively, the “Excluded Liabilities”), are not and shall not be assumed by Buyer and shall be retained and fully paid, satisfied and discharged without cost to Buyer by Seller. Without limitation of the foregoing: (i) Buyer shall not assume any, and Seller shall retain as part of the Excluded Liabilities, all Intercompany Obligations (as defined in Section 8.14(d) of this Agreement); (eii) Transfer TaxesBuyer shall not assume any, and Seller shall retain as part of the Excluded Liabilities, all loans, accounts and other Indebtedness (as defined in Section 8.14(c) of this Agreement) owed by Seller, whether as obligor, guarantor or accommodation party, and whether to financial institutions, officers, members, Shareholder, Affiliates or otherwise to any other Person (as defined in Section 8.14(g) of this Agreement); (iii) Buyer shall not assume, and Seller shall retain as part of the Excluded Liabilities, all liabilities and obligations of Seller in respect of any Taxes (as defined in Section 3.21(a)(iv) of this Agreement); (iv) Buyer shall not assume, and Seller shall retain as part of the Excluded Liabilities, all liabilities and obligations under all Contracts that are not Assumed Contracts. In particular, but without limitation, Buyer will not assume any liabilities, obligations or Indebtedness now existing or hereafter arising under, or be deemed a successor company to Seller in connection with, any Employee Plan, collective bargaining agreement or other employment related arrangement to which any present or former employees of Seller is or were entitled (including any severance arrangements), and Buyer shall have no obligation to employ any of Seller’s employees; and (fv) subject Unless specifically identified in this Agreement as part of the Assumed Liabilities, Buyer shall not assume any, and Seller shall retain as part of the Excluded Liabilities, all liabilities and obligations (whether direct or indirect, accrued or contingent, and whether now existing or hereafter arising) which arise in connection with or relate in any manner to Purchaser’s further reviewany of the Excluded Assets. (c) Seller covenants to pay, certain customer deposits discharge and satisfy fully as and when due to be identified by the Parties in good faith prior to the Closingpaid or performed all Excluded Liabilities.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order Order, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities (other than any Liability for Taxes) arising out of or relating to the ownership and operation of the Acquired Assets, Assets or Assigned Contracts or Acquired Businesses, arising at or after the Petition Date Closing that are become due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable for services performed or goods purchased after the Closing); (b) all Liabilities associated with project installs where work was performed, on-going or completed by Sellers on or after the Petition Date, as identified on Schedule 1.3(b); (c) all Liabilities in respect of (i) in respect of Transferred Employees arising at or from and after the Closing (other than with respect to Seller Benefit Plans that are not Assumed Benefit Plans) and (ii) assumed by Purchaser pursuant to Section 5.9the Assumed Benefit Plans; (cd) all cure costs required to be paid as determined by the Bankruptcy Court or agreed to by Purchaser and the non-debtor counterparty to the applicable Assigned Contract pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (de) any Liability Liabilities for Taxes (including quarterly bonus payments for the payment thereof) attributable quarter completed prior to the Acquired Assets Closing for Seller’s sales personnel who become employed or contracted by Purchaser, up to a total that shall not exceed the lesser of: (i) $1.9 million; or (ii) the sum of $1 million in cash plus the number of shares of Purchaser’s common stock that equal $1 million in value based on the metric at which the Equity Interests are valued per share in Section 2.1. Purchaser shall offer such sales representatives the bonus payment through a combination of cash and equity and with a requirement that the applicable sales representative works for Purchaser for a taxable defined period of time (or portion thereof) beginning after the Closing Date (as determined pursuant anticipated to Section 5.11be 12 months); (e) Transfer Taxes; and (f) Liabilities up to the amount of $1.0M for a 11 USC 503(b)(9) claim by Consolidated Electrical Distributors Inc. d/b/a Greentech Renewables Limited against Sellers, subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closingall defenses under law or equity.

Assumption of Certain Liabilities. On At the terms closing on the Closing Date, Buyer shall not be obligated to assume, and subject to shall not assume, any of the conditions set forth herein liabilities and in the Sale Order effective obligations of Seller whether existing as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and Effective Time or asserted after the Closing Effective Time and relating to events that occurred before the Effective Time, or otherwise, except Buyer shall assume and agrees to pay, perform, perform and discharge, or otherwise satisfy in accordance with their respective termsas additional consideration for the Purchased Assets, the following liabilities and obligations of Seller as of the Effective Time (the "Assumed Liabilities"), and such Seller which shall irrevocably transfer, assign, convey, and deliver to Purchaser, only be assumed by Buyer on the following Liabilities, without duplication (collectively, Closing Date as of the “Assumed Liabilities”):Effective Time: (a) all Liabilities arising out the future obligations of or relating to the ownership and operation Seller as of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after Effective Time under the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing)contracts described in Schedule 3.1(a) hereto; (b) all Liabilities (i) the outstanding accounts payable of Seller relating to the Acquired Business, entered in respect the ordinary course of Transferred Employees arising at or after business, as of the close of business on the date immediately prior to the Closing and Date, as listed in Schedule 3.1(b) hereto (ii) assumed by Purchaser pursuant as the same may be updated immediately prior to Section 5.9the Closing Date); (c) all cure costs required the obligations of Seller to be paid pursuant fill sales orders for finished goods with respect to section 365 the Acquired Business entered into in the ordinary course of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”)business; (d) any Liability present and future warranty claims that are reserved for Taxes (including on the payment thereof) attributable to Closing Balance Sheet, calculated in a manner consistent with the past practices of the Acquired Assets for a taxable period Business; and (or portion thereofe) beginning after the Closing Date (as determined pursuant to Section 5.11equipment leases described on Schedule 3.1(a); (ef) Transfer Taxesthe obligations of Seller to the holder of the note or notes secured by that certain deed of trust dated June 23, 1999, among the Seller, Life of Maryland Jxxxxx X. Xxxxxxx, as trustee, with respect to the Charlotte Property (the "Charlotte Deed of Trust"); (g) the obligations of Seller under the (1) 8% Convertible Note dated July 30, 1999, in the principal amount of $500,000 made by Lxxxxxxx Acquisition Corp. to the order of Lxxxx X. Xxxxxxx and (2) the 8% Convertible Note dated July 30, 1999, in the principal amount of $100,000 made by Lxxxxxxx Acquisition Corp. to the order of Kxxx X. Xxxxxxx; and (fh) subject the obligations of Seller for the entire calendar year 2002 to Purchaser’s further review, certain customer deposits issue W-2 statements to be identified by the Parties in good faith prior any and all employees of Seller and to the Closingadminister any Benefit Plan of Seller maintained for employees of Seller.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order Order, effective as of the Closing, in addition to the payment of the Cash Payment in accordance with Section 2.1, Purchaser shall irrevocably assume from each Seller (and or with respect to Taxes, if applicable, from such Seller’s applicable Affiliate) (and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and Sellers (or with respect to Taxes, if applicable, from such Seller Seller’s applicable Affiliate) shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities (and no other Liabilities, which other Liabilities shall be retained by Sellers), without duplication and only to the extent not paid, performed, discharged or otherwise satisfied on or prior to the Closing (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating Cure Costs in an amount not to exceed $1,400,000 (the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing“Assumed Cure Costs”); (b) all Liabilities (i) in respect and obligations of Transferred Employees any Seller under the Assigned Contracts and any Acquired Lease solely to the extent first arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9and, for the avoidance of doubt, excluding any Excluded Rebate Liability; (c) all cure costs required to be paid pursuant to section 365 Liabilities arising out of the Bankruptcy Code in connection with the assumption and assignment conduct of the Assigned Contracts (Business or the “Cure Costs”)ownership or operation of the Acquired Assets or the Business, in each case, by Purchaser on or after the Closing Date; (d) all trade payables of Sellers to non-Affiliated third parties in connection with the Business existing on the Closing Date that remain unpaid and are not delinquent as of the Closing Date and incurred in the Ordinary Course and other Liabilities of Sellers of the types included in the definition of Closing Working Capital but not including any Excluded Rebate Liability or any Liabilities to the extent relating to or otherwise arising, whether before, on or after the Closing, under any of the Excluded Contracts (collectively, the “Assumed Current Liabilities”; (e) all recoupment obligations of any Seller under any Assigned Contracts or Excluded Contracts solely to the extent related to claims by any pharmaceutical drug manufacturer or Group Purchasing Organizations pursuant to any Assigned Contract, or Excluded Contract, for the recoupment of any Rebate Assets (collectively, the “Assumed Rebate Liability”), but excluding any Liabilities related to any billed and unbilled manufacture rebate receivable related to the business of EIC; (f) without duplication: (i) all Liabilities for Taxes (including the payment thereof) attributable with respect to the Acquired Assets Assets, the Business, or the Transferred Employees for a any taxable period (or portion thereof) beginning after the Closing Date Date, and (as determined ii) all Transfer Taxes pursuant to Section 5.11)9.1; (eg) Transfer Taxesall Liabilities relating to the Transferred Employees that arise after the Closing Date; and (fh) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior all Liabilities relating to the Closingtermination of Scheduled Employees who do not receive a Transfer Offer from Purchaser in compliance with Section 6.3(a).

Assumption of Certain Liabilities. On Upon the terms and subject to the conditions set forth herein and herein, at the First Closing, GFB-AS shall agree to guaranty, on terms reasonably acceptable to GFB-AS, the bank debt of approximately $12.9 million as set forth on Schedule 1.3 attached hereto ("Bank Debt") consisting of nine lenders holding as collateral, limited partner investor notes in the Sale Order effective approximate amount of $17.7 million as set forth on Schedule 1.3 attached hereto ("Investor Notes"). The GFB-AS guaranty will be on terms reasonably acceptable to GFB-AS, which shall include a requirement that the holders of the ClosingBank Debt, Purchaser at their cost, continue to use their best efforts on collection of the Investor Notes, which shall irrevocably include litigation if necessary, that GFB-AS or Grand Court, if requested, will send out the standard notices of collection, and the best efforts of Grand Court, if requested, to assist in the collection process and that GFB-AS shall only be called upon to pay under its guaranty if such collection efforts fail. Except as expressly set forth in this Agreement, GFB-AS do not hereby assume from each Seller (and from and after or agree to pay any other liabilities or obligations of Grand Court, the Closing paylimited partners of the Partnerships, perform, dischargethe Partnership, or otherwise satisfy in accordance with their respective terms)any other entity. Each GFB-AS subsidiary that is admitted as a general partner of an Owning Partnership or an Investing Partnership shall have liability for obligations of such Partnership arising or accruing after such admission as general partner to the full extent provided by applicable law for an incoming general partner and the withdrawing general partner shall have no liability for such obligations. Except as provided above, it is expressly understood that GFB-AS shall not be liable for and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectivelydo not assume any of Grand Court's, the “Assumed Liabilities”): limited partners' of the Partnerships, the Partnerships', or any other entity's obligations or liabilities (whether known or unknown, matured or unmatured, or fixed or contingent) other than the guaranty of the Bank Debt as expressly provided in this Section 1.3 and those obligations and liabilities expressly set forth on Schedule 1.3 attached hereto. Without limiting the foregoing, the GP Interests and Management Rights shall not include (a) all Liabilities any claims for workmen's compensation, (b) any federal, state, or local taxes on income or any federal, state, or local taxes arising by reason of the sale of the rights as herein provided or otherwise or any other Taxes (as hereinafter defined), (c) any liability for any violation by Grand Court or the Partnerships of any applicable statutes, laws, regulations, or ordinances of any federal, state, or local government, (d) any liability for any breach of contract, negligence, or misconduct by Grand Court or the Partnerships or any of its or their respective agents, servants, or employees, (e) any liability of Grand Court or the Partnerships arising out of or pursuant to this Agreement, (f) any liability of Grand Court or the Partnerships relating to any litigation arising from any event, action, or omission, (g) any liability for any employee or other compensation, including, without limitation, any salaries, bonuses, incentive compensation, or accrued vacation time, relating to services provided to Grand Court or the ownership and operation Partnerships, before the First Closing, as to the Partnerships, (h) any liability of Grand Court or the Acquired AssetsPartnerships relating to employee benefit plans maintained by Grand Court or the Partnerships, Assigned Contracts before the First Closing, as to the Partnerships, (i) any liability arising out of or Acquired Businesses, arising at incurred in respect of any transaction of Grand Court occurring before or after the Petition Date that are due First Closing, (j) any liability for any accrued and payable after the Closing unpaid federal, state, or local taxes of Grand Court based on income of its employees, (including, for the avoidance of doubt, k) any trade or other accounts payable due and payable after of Grand Court or the Closing); Partnerships, or (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d1) any Liability for Taxes (including other liability or obligation of Grand Court or the payment thereof) attributable to Partnerships other than the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further reviewBank Debt, certain customer deposits to be identified by the Parties in good faith prior to the Closingunless such liabilities are set forth on Schedule 1.3 attached hereto.

Assumption of Certain Liabilities. On As further consideration for the terms purchase of the Purchased Assets, Buyer shall by instruments executed and subject to the conditions set forth herein and in the Sale Order effective as of delivered at the Closing, Purchaser which instruments shall irrevocably assume from each be reasonably satisfactory to Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only "ASSUMPTION AGREEMENTS") assume the following Liabilities, without duplication liabilities of the Seller (collectively, the “Assumed Liabilities”"ASSUMED LIABILITIES"): (a) all Liabilities arising out liabilities and obligations of Seller to be paid or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable performed after the Closing (includingDate under the Contracts included in the Purchased Assets and identified in Schedule 2.1(a)(iv), for but only if and to the avoidance of doubt, accounts payable due extent the same are agreed by Buyer to be assigned and payable after the Closing)transferred to Buyer; (b) all Liabilities (i) in respect liabilities and obligations of Transferred Employees arising at or after Seller set forth on the Closing and (ii) assumed by Purchaser pursuant to Section 5.9;Date Balance Sheet; and (c) all cure costs required any obligation accruing to be paid pursuant Seller for Texas unemployment compensation resulting from Buyer's failure to section 365 hire or employ any of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts Seller's employees (the “Cure Costs”); (dother than individual Partners) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date or Buyer's later termination of any such employees, which obligations Buyer expressly agrees promptly to discharge on behalf of Seller or otherwise reimburse Seller in respect thereof. Buyer does not hereby, and will not at any time be required to, assume, pay, perform or discharge any other obligations, claims, liabilities, costs or expenses of Seller including, without limitation, the following: (i) any obligation or liability, direct or indirect, fixed or contingent, known or unknown, incurred prior to the Closing Date, arising out of, resulting from or in any way related to the Purchased Assets or the Business of Seller, including any employment (including accrued payroll expenses) or severance obligations of Seller (other than as determined expressly assumed pursuant to Section 5.112.4(c); ); (eii) Transfer Taxes; and (f) subject any obligation or liability, direct or indirect, fixed or contingent, known or unknown to Purchaser’s further reviewSeller, certain customer deposits to be identified by the Parties in good faith arising out of an event, act, condition or occurrence which took place or occurred on or prior to the Closing Date other than the Assumed Liabilities; (iii) any Tax liability of Seller; and (iv) any liability of any kind, direct or indirect, fixed or contingent, arising out of, resulting from or relating to actions taken or omitted to be taken by Seller after the Closing.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order Order, effective as of the Closing, Purchaser or a Designated Purchaser shall irrevocably assume from each Seller Sellers (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller Sellers shall irrevocably convey, transfer, assign, convey, and deliver assign to Purchaser or a Designated Purchaser, only the following Liabilities (and no other Liabilities, which other Liabilities shall be retained by Sellers), without duplication and only to the extent not paid, performed, discharged or otherwise satisfied prior to the Closing (collectively, the “Assumed Liabilities”): (a) all Liabilities of Sellers arising out of or relating from the Assigned Contracts, solely to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, extent arising at or after the Petition Date that are due and payable from periods occurring after the Closing (includingand excluding, for the avoidance of doubt, accounts payable due and payable after the Closingany Liabilities contemplated by Section 1.4(e); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (dc) any Liability for Taxes (including all Liabilities arising out of the payment thereof) attributable ownership or operation of the Acquired Assets, in each case, by Purchaser solely to the Acquired Assets for a taxable period (or portion thereof) beginning extent arising from periods occurring after the Closing Date and excluding, for the avoidance of doubt, any Liabilities contemplated by Section 1.4(e); (as determined pursuant d) all (i) accrued trade and non-trade payables, (ii) open purchase orders (except a purchase order entered into in connection with, or otherwise governed by, any Excluded Contract), (iii) Liabilities arising under drafts or checks outstanding at Closing, (iv) accrued royalties, (v) accrued compensation, employee expenses and benefits in each case for Transferred Employees, but excluding workers’ compensation claims for injuries occurring prior to the Closing, and (vi) all Liabilities arising from rebates, returns, recalls, chargebacks, coupons, discounts, failure to supply claims and similar obligations, in each case, to the extent (and solely to the extent) (x) incurred in the Ordinary Course and otherwise in compliance with the terms and conditions of this Agreement (including Section 5.11)6.1) and (y) not arising under or otherwise relating to any Excluded Asset; (e) Transfer Assumed Taxes; and; (f) subject to Section 6.15, the sponsorship of, and all Liabilities at any time arising under, pursuant to or in connection with, the Seller Plans (the “Assumed Benefit Plans”), and all Liabilities for compliance with the requirements of Section 4980B of the Code with respect to all individuals who are “M&A qualified beneficiaries” as such term is defined in Treasury Regulations §54.4980B-9; (g) to the extent, and solely to the extent, arising from Purchaser’s further reviewfailure to comply with Section 6.3, certain customer deposits all Liabilities related to be identified by Purchaser’s selection of employees, including any failure to extend offers of employment, pursuant to Section 6.3 and any Liabilities for severance or under the Parties WARN Act, in good faith prior each case, that (i) constitute bankruptcy administrative expenses of Sellers and (ii) result from or arise out of Purchaser’s failure to make an offer of employment to any employees or any Sellers’ subsequent termination of such employee’s employment in connection with or following the Closing; (h) all Liabilities owing to any Subsidiary of the Company, other than to an Excluded Subsidiary; (i) Liabilities arising under Section 503(b)(9) of the Bankruptcy Code; (j) all Liabilities and obligations of Sellers for compliance with ISRA at the Acquired Leased Real Property in New Jersey; and (k) all Liabilities, if any, set forth on Schedule 1.3(k). The assumption by Purchaser (or a Designated Purchaser) of any Assumed Liability shall not, in any way, expand the rights of any third party relating thereto.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing agrees to pay, perform, discharge, or otherwise satisfy in accordance with their respective terms)perform and discharge when due, and such to indemnify and hold Seller shall irrevocably transfer, assign, convey, and deliver to Purchaserharmless from, only the following Liabilitiesliabilities and obligations of Seller (individually, without duplication (an "Assumed Liability" or collectively, the “Assumed "Liabilities”):"), and no other liabilities of Seller, which relate to and arise during the period subsequent to the Closing: (ai) all Liabilities All liabilities and obligations of Seller arising out of from or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, under Seller's accounts payable due and payable after the Closing)listed on Schedule 4.1(i) attached hereto; (bii) All liabilities and obligations of Seller arising from or under the equipment leases identified on Schedule 4.1(ii) attached hereto, including postage meter; (iii) All liabilities and obligations of Seller arising from or under the Contracts, the Other Contracts and the Intellectual Property; (iv) All liabilities and obligations of Seller arising from or under all written agreements, leases and licenses, existing and holdover, held by Seller for the use of real estate on which the Business is operated, including those described on Schedule 4.1(iv) (the "Leases"); and (v) All liabilities and obligations of Seller arising from or under the software leases listed on Schedule 4.1(v) attached hereto. (vi) Unknown product warranty claims. Purchaser and Seller agree that the Assumed Liabilities shall not exceed $438,888.20 (i) in respect which is $452,666.20 less $13,786.00). The parties agree that for purposes of Transferred Employees arising at determining whether the Assumed Liabilities exceed this dollar limit, amounts which may be due for periods on or after the Closing and (ii) Date under various contracts of Seller that are assumed by the Purchaser pursuant shall not be taken into account (for example, without limiting the foregoing, rent under the Seller's Lease for periods on or after the Closing Date shall not be counted as part of the dollar cap in this section). To the extent that Purchaser may satisfy the Assumed Liabilities by payment of less than $438,880.20 (either because the Assumed Liabilities on Seller's books and records do not aggregate that amount, or because the holder of such liabilities are willing to Section 5.9; (c) all cure costs required accept lesser amounts, or for any other reason), then Purchaser agrees to assume so much of the Seller's Excluded Liabilities as is equal to the difference between $438,880.20 and the amount actually paid by Purchaser to satisfy the Assumed Liabilities. Seller shall designate which of its Excluded Liabilities shall be paid pursuant to section 365 this paragraph. (To illustrate the foregoing, if Purchaser is able to satisfy the Assumed Liabilities in full by payment of the Bankruptcy Code in connection with the assumption an aggregate $338,880.20, then Purchaser will agree to assume an additional $100,000 of Seller's Excluded Liabilities.) Purchaser shall make its books and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable records relating to the Acquired Assets Assumed Liabilities available for a taxable period (or portion thereof) beginning inspection by the Seller from time to time after the Closing Date (as determined pursuant on reasonable advance notice to Section 5.11); (e) Transfer Taxes; and (f) subject verify the amount of payment made by Purchaser with respect to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closingsuch Assumed Liabilities.

Assumption of Certain Liabilities. (a) On the terms and subject to the conditions set forth herein herein, and subject to Section 1.4 hereof, from and after the Closing, the Buyer will assume and satisfy or perform when due only (i) those liabilities and obligations of the Seller arising after the Closing Date under the Leases and the Contracts (other than under those Contracts referred to in subsection (iii) below), (ii) subject to Section 9.2(g) and 9.5, any obligations of the Seller under product warranties for products sold prior to the Closing Date, (iii) those liabilities and obligations of the Seller arising after the Closing Date under The Area Lighting Research 401(k) Savings Plan, The Area Lighting Research Employee Health and Prescription Drug Plan, Area Lighting Research, Inc. Dental Plan with Allmerica Financial December 16, 1996, and the Area Lighting Research, Inc. Christmas Club and The Area Lighting Research, Inc. Dependent Care and Flexible Spending Account Plan (the "Assumed Plans"), subject to the terms and conditions set forth in subparagraph (c) below, and (iv) any and all trade payable liabilities and accrued expenses of the Seller incurred in the Sale Order ordinary course of the Seller's business and not in violation of any of the terms of this Agreements and outstanding on the Closing Date (the "Assumed Payables") (collectively, the "Assumed Obligations"). (b) The Buyer shall deduct the amount the amount of the Assumed Payables from the cash portion of the Purchase Price. The Seller shall calculate the amount of the Assumed Payables between January 31, 1997 and February 2, 1997 and shall certify to the Buyer as to the amount thereof on February 3, 1997. Notwithstanding anything to the contrary set forth in this Agreement, the Buyer shall not assume and shall not be liable for any Assumed Payables in excess of the amount of Assumed Payables certified to by the Seller. (c) Effective as of the Closing Date, the Buyer will assume sponsorship of the Assumed Plans. The Seller and Buyer agree to cooperate to transfer the sponsorship of the Assumed Plans as soon as practical and effective as of the Closing. In connection therewith, the Seller shall use its best efforts to cause to be assigned to the Purchaser such policies of insurance or other contracts as the Buyer designates in writing as pertained to the funding of benefits under any of the Assumed Plans, or in case where such assignment is commercially impractical, the Seller shall irrevocably assume from cooperate in arranging for the issuance of new or modified policies or contracts. The Seller and the Buyer agree to provide assistance and cooperation to each Seller (other in the administration of the Assumed Plans and from their respective responsibilities with respect to obligations or liabilities under the Assumed Plans before and after the Closing payDate. Notwithstanding the assumption of Assumed Plans by the Buyer, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such the Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in prepare, file and/or distribute to the appropriate government agencies and plan participants all Annual Reports (Form 5500 series, including audited financial statements if required), summary annual reports, summary of material modifications, benefit statements and any other reports or disclosures required to made by applicable law with respect of Transferred Employees arising at to any plan year ending on or after before the Closing Date, and (ii) assumed by account for and remit to the Purchaser pursuant to Section 5.9; (c) or the trustee in the event any benefits under the Assumed Plans are held in trust all cure costs contributions, including any employer contributions required to be paid pursuant contributed under the Assumed Plan and any employee contributions (whether by virtue of salary reduction agreements or otherwise) with respect to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (ending on or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the ClosingClosing Date.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, HoldCo shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing Closing, HoldCo shall pay, performperform and discharge when due, dischargeand indemnify Ashland and its affiliates and each of their respective Representatives against, and defend and hold them harmless from, all of the following liabilities, obligations and commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise satisfy in accordance with their respective terms)and whether due or to become due, and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication of Ashland (collectively, the “Assumed Liabilities”):), other than any Retained Liabilities: (ai) all liabilities, obligations and commitments of Ashland under the Assigned Contracts to the extent such liabilities, obligations and commitments relate to the period from and after the Closing; (ii) all liabilities, obligations and commitments of Ashland under any maleic anhydride product exchange agreements that are reflected in the Statement (as defined in Section 1.05(a)) in accordance with Section 1.05; (iii) all liabilities, obligations and commitments of Ashland to the extent expressly assumed by HoldCo in accordance with Section 4.03; (iv) all Environmental Liabilities (as defined in Section 6.01(b)) of Ashland to the extent they arise out of both (A) the operation of any of the Transferred Assets or the operation or conduct of the Maleic Business and (B) either (x) events occurring or circumstances or conditions arising from and after the Closing, or (y) events occurring or circumstances or conditions arising prior to the Closing, but only, in the case of this clause (B)(y), to the extent set forth in the table below (provided, however, that to the extent the same Environmental Liability is described in both clauses (x) and (y) of this Section 1.03(a)(iv)(B), such Environmental Liability will be apportioned between HoldCo and Ashland in proportion to the extent to which the activities of each party contributed to the cause of the Environmental Liability, taking into account all pertinent factors, including the length of ownership by HoldCo and Ashland of the relevant property during the time of the event or occurrence, or the development of the circumstance or condition, giving rise to the Environmental Liability and the use made of such property by the parties hereto): If written notice (in reasonable detail) of such Environmental Liability is first received by Ashland during the twelve-month period ending on the following anniversary of the Closing Date (provided, however, that with respect to any Environmental Liability arising from any matter referred to in Section 3.11(b) of the Maleic Business Disclosure Letter, Ashland shall be deemed to have received written notice Percentage of Environmental Liability described in clause (B)(y) above that will be an Assumed Liability: First through Fifth 0% Sixth 20% Seventh 40% Eighth 60% Ninth 80% If such notice is not received by Ashland on or prior to the ninth anniversary of the Closing Date 100% ; and (v) all other liabilities, obligations and commitments of Ashland to the extent such liabilities, obligations and commitments relate to or arise out of the operation of any of the Transferred Assets or the operation or conduct of the Maleic Business, in each case from and after the Closing. (b) Notwithstanding Section 1.03(a), or any other provision of this Agreement, HoldCo shall not assume, and Ashland shall pay, perform and discharge when due, and indemnify HoldCo and its affiliates and each of their respective Representatives against, and defend and hold them harmless from, any liability, obligation or commitment of Ashland or the Maleic Business of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise, and whether due or to become due, except the Assumed Liabilities (collectively, the “Retained Liabilities”). Without limiting the generality of the foregoing, the Retained Liabilities include: (i) any liability, obligation or commitment of Ashland to the extent arising out of the operation or conduct by Ashland or any of its affiliates of any business other than the Maleic Business; (ii) all accounts payable of Ashland to the extent arising out of the operation or conduct of the Maleic Business prior to the Closing; (iii) any liability, obligation or commitment of Ashland (A) to the extent arising out of any actual or alleged breach by Ashland of, or nonperformance by Ashland under, any Contract (including any Assigned Contract) prior to the Closing or (B) under any Assigned Contract to the extent such liability, obligation or commitment relates to the period prior to the Closing; (iv) any liability, obligation or commitment of Ashland arising out of any warranty claim, suit, action, proceeding, investigation, governmental action or other cause of action or claim associated with or relating to the ownership and operation Maleic Business or the Transferred Assets (a “Claim”) to the extent arising out of actions, omissions or conditions occurring or existing on or prior to the Closing Date; (v) any liability, obligation or commitment of Ashland to the extent such liability, obligation or commitment relates to, or arises out of, any Excluded Asset, or arises out of the Acquired ownership or operation by Ashland of any of the Excluded Assets; (vi) except as otherwise expressly provided in Section 4.03, Assigned Contracts any liability, obligation or Acquired Businessescommitment of Ashland arising under any Maleic Benefit Plan; (vii) any liability, arising at obligation or after commitment of Ashland to any of its divisions, subsidiaries or affiliates; (viii) any liability, obligation or commitment of Ashland or any of its affiliates under any of the Petition Date Transaction Agreements or any of the Ancillary Agreements; (ix) the amount, if any, equal to the aggregate book value (as of the Closing Date) of all Receivables that are due and payable not collected after the Closing Date and remain outstanding for a period of more than 60 days after their respective due dates (includingas reflected in the books and records of the Maleic Business) notwithstanding that HoldCo has made reasonable efforts to collect such Receivables, which amount shall be promptly paid by Ashland to HoldCo and, until paid, shall be deemed for all purposes of this Agreement to be a Retained Liability; provided, however, in the avoidance event any one or more of doubtthe Receivables become Retained Liabilities under this clause (ix), accounts payable due promptly following Ashland’s payment to HoldCo with respect to such Receivables under this clause (ix), HoldCo shall assign all of its rights, title and payable after interests in, to and under such Receivables and, to the Closing);extent HoldCo thereafter receives any payments from the relevant customers on account of such Receivables, HoldCo shall promptly forward such payments to Ashland; and (bx) all any Environmental Liability arising out of events occurring or circumstances or conditions arising prior to the Closing except for Environmental Liabilities that are Assumed Liabilities pursuant to Section 1.03(a)(iv); provided, however, an Environmental Liability that otherwise would be considered a Retained Liability under this Section 1.03(b)(x) shall be an Assumed Liability and shall not be a Retained Liability if the event, circumstance or condition that gave rise to such Environmental Liability (iA) is the result of a change in respect of Transferred Employees arising at or use after the Closing and Date of (iix) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 any portion of the Bankruptcy Code in connection with the assumption and assignment Premises consisting of the Assigned Contracts parcels of real property on which the maleic anhydride plant located in Xxxx, West Xxxxxxxx (the “Cure CostsPlant”); ) is located (dwhich parcels are identified as such in Section 3.03 of the Maleic Business Disclosure Letter) to a use substantially unrelated to the use of such Premises as of the Closing Date or (y) any Liability for Taxes other portion of the Premises to a use other than an industrial use or (including the payment thereofB) attributable to the Acquired Assets for was discovered as a taxable period (result of a Phase II or portion thereof) beginning other intrusive sampling, testing or investigation conducted after the Closing Date (collectively, “Environmental Tests”) except for Environmental Tests undertaken (x) to respond to, investigate, or otherwise remediate environmental conditions or contamination that are on the Closing Date in violation of the standards imposed by applicable Environmental Laws (as determined defined in Section 3.11(b)), (y) as required by Environmental Laws or in response to an inquiry, request, claim or demand by a Governmental Entity or as a reasonable response to any claim or demand by any other person that is not an affiliate of HoldCo or (z) in connection with a condition first discovered as a result of construction activities commencing after the Closing Date at, on or beneath the Premises, so long as such construction activities are undertaken in connection with (1) with respect to any portion of the Premises consisting of the parcels of real property on which the Plant is located, a use substantially related to the use of such Premises as of the Closing Date or (2) with respect to any other portion of the Premises, an industrial use of such Premises. (c) HoldCo shall acquire the Transferred Assets free and clear of all liabilities, obligations and commitments of Ashland, other than the Assumed Liabilities, and free and clear of all Liens, other than Permitted Liens (as defined in Section 6.01(b)) and other than any Lien pursuant to Section 5.11the HoldCo Borrowing arrangements or arising from actions or inactions of any of the Marathon Parties or their affiliates (and not of any of the Ashland Parties or their affiliates); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order Order, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (or with respect to Taxes, if applicable, from such Seller’s applicable Affiliate) (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller Sellers (or with respect to Taxes, if applicable, Sellers’ applicable Affiliate) shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication and only to the extent not paid prior to the Closing (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out and obligations of or relating to any Seller under the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are become due from and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”) in an amount not to exceed $2,404,000 (the “Cure Cap”); provided that, Purchaser shall pay all Cure Costs in connection with any contract first designated for assumption by Purchaser post-Closing; (c) all Liabilities (including all government charges or fees) to the extent arising out of the ownership, possession, use or operation of the Acquired Assets, in each case, on or after the Closing (excluding, for the avoidance of doubt, any intercompany payables that are deemed Excluded Liabilities); (d) any Liability all Transfer Taxes; (e) without duplication: (i) all Liabilities for Taxes (including the payment thereof) attributable with respect to the Acquired Assets or the Assumed Liabilities for a any taxable period (or portion thereof) beginning after the Closing Date Date; (as determined pursuant ii) all non-income Taxes (including accrued but unpaid personal property Taxes) with respect to Section 5.11); the Acquired Assets for any taxable period (eor portion thereof) Transfer Taxesbeginning after the Closing Date; and (iii) all accrued but not yet paid employee wage withholding, payroll Tax, and other ordinary course operational Liabilities in respect of Taxes relating to or arising in respect of the Transferred Employees for any taxable period (or portion thereof) beginning after the Closing Date; and (f) subject Liabilities consisting of the outstanding Global Tranche Revolving Loans under (and as defined in) the Credit Agreement in the aggregate principal amount of $7,000,000 and the obligations to Purchaser’s further reviewreimburse the L/C Disbursements (as defined in the Credit Agreement), certain customer deposits if any, in respect of the Letters of Credit issued and outstanding under (and as defined in) the Credit Agreement in the aggregate face amount of $15,330,000 as of the Petition Date pursuant to the terms and conditions of a new first lien credit agreement to be identified entered into by and among, among others, Purchaser and the Parties Global Tranche Lenders under (and as defined in) the Credit Agreement at the Closing (the “Assumed Revolver Obligations”; provided that, for the avoidance of doubt, the assumption of the Assumed Revolver Obligations by Purchaser shall not discharge any Global Tranche Lender’s commitment and obligation under the Credit Agreement to fund its participation in good faith prior to any Letter of Credit (as defined in the ClosingCredit Agreement) issued by Issuing Bank under (and as defined in) the Credit Agreement; and (g) The liabilities described in Schedule 1.3(g).

Assumption of Certain Liabilities. On a. Upon the terms and subject to the conditions set forth herein of this Agreement, Purchaser hereby assumes and in the Sale Order agrees to pay, perform and discharge when due, effective as of the Closing, Purchaser shall irrevocably assume from each Seller only the following liabilities exclusively relating to the Acquired Assets or the Business (the "Assumed Liabilities"): (i) all Current Liabilities exclusively relating to the Business or the Acquired Assets to the maximum of (A) the amounts reflected on the Interim Balance Sheet, plus (B) any and from all liabilities, obligations and commitments incurred after the Closing pay, perform, discharge, or otherwise satisfy Interim Balance Sheet date and in accordance with their respective terms)the terms of this Agreement, in the ordinary course of business, and such consistent with prior practice; (ii) all obligations and liabilities of Seller under the Acquired Contracts set forth on SCHEDULE 4.9a, excluding any obligations or liabilities for any breach thereof occurring prior to the Closing or resulting from Seller's performance or non- performance prior to the Closing except as described in detail on SCHEDULE 4.9b; provided, that with respect to any Required Consent Contract, Purchaser shall irrevocably assume the obligations thereunder only to the extent set forth in SECTION 2.5a; (iii) all obligations or liabilities for sales, use, transfer, assigndocumentary or registration taxes, conveycharges or levies imposed by any government (in its capacity as a government and not as a customer or vendor) or any similar taxes (but not including any income, franchise or business and deliver occupation taxes) arising from or associated with the sale and transfer from Seller to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating to the ownership and operation Purchaser of the Acquired Assets, Assigned Contracts the license by Seller of the Licensed Intellectual Property, the execution and delivery of the Ancillary Agreements and other documents contemplated by this Agreement or the assumption by Purchaser of the Assumed Liabilities; and (iv) notwithstanding SECTION 2.6b(iii), all obligations and liabilities for Taxes attributable to the operation of the Business or ownership of the Acquired Businesses, arising at or after the Petition Date that are due and payable after Assets subsequent to the Closing Date. To the extent that a taxable period encompasses but does not end on the Closing Date, the Parties agree that Taxes pertaining to the Acquired Assets or the Business shall be allocated between the Parties. Taxes in the nature of ad valorem taxes, including real and personal property taxes, shall be allocated on a per diem basis according to the number of days during such period the Acquired Assets were owned by each Party. Taxes measured by gross or net income or gross receipts shall be allocated on a "closing of the books" basis, with Seller liable for Taxes arising out of the operation of the Business and ownership of the Acquired Assets through the Closing Date (including, for excluding any Taxes arising from action of the avoidance Purchaser not in the ordinary course of doubt, accounts payable due and payable business on the Closing Date but after the Closing). Notwithstanding anything else in this Agreement to the contrary, Purchaser shall not assume or be responsible for any obligations of Seller except the Assumed Liabilities. The Assumed Liabilities do not include any of the Excluded Liabilities. b. All other liabilities of Seller (including the NMO Unit) and its Affiliates shall be deemed "Excluded Liabilities" and shall not be assumed by Purchaser. Excluded Liabilities shall include all obligations and liabilities: (i) of Seller under this Agreement, the Ancillary Agreements, and any other agreements, instruments and certificates delivered in connection with this Agreement; (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant related to Section 5.9any of the Excluded Assets; (ciii) all cure costs required subject to be paid pursuant SECTION 2.6a(iv), for Taxes attributable to section 365 the operation of the Bankruptcy Code in connection with the assumption and assignment Business or ownership of the Assigned Contracts (Acquired Assets on or prior to the “Cure Costs”)Closing Date; (div) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11)under Employment Agreements; (ev) Transfer Taxesunder consulting agreements not specifically acquired by Purchaser by inclusion on SCHEDULE 4.9a; (vi) under all Employment Benefit Plans of Seller and Affiliates of Seller; (vii) without limiting the generality of SECTION 7.1e, arising out of or related to the employment of any person by Seller, including the termination by Seller of such person; and (fviii) subject relating to Purchaser’s further reviewor arising out of the operation of the Business, certain customer deposits to be identified by the Parties ownership of the Acquired Assets or the ownership of the Licensed Intellectual Property, except as included in good faith prior to the ClosingAssumed Liabilities or in SECTION 2.5a.

Assumption of Certain Liabilities. On (a) The Company and the terms Subsidiaries will assign, and subject to the conditions set forth herein Buyer will assume and in the Sale Order effective perform as of the Closingthey become due, Purchaser shall irrevocably assume from each Seller (and from and for all periods on or after the Closing payDate, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only solely the following Liabilities, without duplication liabilities and obligations of the Company (collectively, the “"Assumed Liabilities”):"): (i) any Taxes which properly relate to periods after the Closing Date in connection with the ownership of the Assets and the operation of the Business; and (ii) the following liabilities and obligations of the Company and the Subsidiaries: (aA) Trade Payables and Accrued Expenses; (B) The capital lease and the operating lease liabilities for the lease of equipment set forth in Section 1.2(a)(B) of the Disclosure Schedule; and (C) all Liabilities liabilities properly accruing and relating to periods on or after the Closing Date under, arising out of from or incurred in connection with contracts and agreements relating to the ownership and operation of Assets or to the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the ClosingBusiness as set forth on Schedule 1.2(a)(C);. (b) all Liabilities (i) in respect Except for the Assumed Liabilities, Buyer will not assume or have any responsibility for any liabilities or obligations of Transferred Employees arising at the Company or after the Subsidiaries or their respective predecessors, including any which arise out of, result from, or relate to, the conduct of the Business prior to the Closing and Date including but not limited to the following (iicollectively, the "Excluded Liabilities"): (A) assumed by Purchaser pursuant to Section 5.9any liabilities from Environmental Laws, arising from (1) the ownership or operation of the Business or the Assets before the Closing Date or (2) any Hazardous Substances that were present in, on or under any of the Assets at any time before the Closing Date; (cB) any and all Taxes of the Company and its Subsidiaries for any period, including, without limitation, Taxes arising out of the ownership or operation of the Business or the Assets by any Person at any time on or before the Closing; (C) any liability of the Company or the Subsidiaries for unpaid federal and state income Taxes of any Person (other than the Company) under Treas. Reg. Section 1.1502-6 (or similar provision of state, local or foreign law), as a transferee or successor by contract or otherwise; (D) all cure costs required liabilities of the Company and the Subsidiaries for the Transaction Fees and the Employee Transaction Bonus Payments; (E) all obligations, liabilities and expenses of the Company and the Subsidiaries under or arising as a result of this Agreement; (F) all Taxes of the Company and the Subsidiaries on the sale of the Assets pursuant to this Agreement; (G) any patent, trademark, copyright or other infringement claims arising out of, resulting from, or relating to, the conduct of the Business prior to the Closing Date, including, without limitation, any such claims relating to the Dentsply International Settlement; (H) all liabilities relating to the Foot Powder Settlement; (I) all liabilities of the Company and the Subsidiaries relating to its Precision Abrasives business or any other business conducted by them other than the Business; (J) any liabilities in connection with or arising from the maintenance of or contribution to any Plan, including, but not limited to, any multiemployer plan within the meaning of Section 4001(a)(3) of ERISA or a defined benefit plan within the meaning of Section 3(35) of ERISA; (K) except as set forth in Section 1.2(a)(B) above, all Indebtedness Liability of the Company and its Subsidiaries; (L) for products of the Business manufactured prior to the Closing Date, all product liability claims, personal injury claims and other claims (other than warranty claims) for loss or damage that are asserted against the Buyer, the Company or the Subsidiaries within 12 months following the Closing Date (except for any claims relating to products of the Business which have been recalled, which may be asserted at any time); any such claim that is asserted against the Buyer, the Company or the Subsidiaries more than 12 months following the Closing Date (except for claims relating to recalled products) shall be deemed to be paid pursuant to section 365 an Assumed Liability under Section 1.2(a)(ii)(C) of this Agreement; (M) all liabilities of the Bankruptcy Code Company and its Subsidiaries for lawsuits relating to actions taken, or omitted to be taken, prior to the Closing or in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxestransactions contemplated herein; and (fN) subject to Purchaser’s further reviewall liabilities of the Company and its Subsidiaries for fees and expenses of professionals (ie., certain customer deposits to be identified attorneys, accountants, consultants, etc.) engaged by the Parties in good faith Company or its Subsidiaries prior to the ClosingClosing to render services thereto.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein herein, in the Sale Order, and in the Canadian Sale Order Recognition Order, effective as of the Closing, in addition to the payment of the Cash Payment in accordance with Section 2.1, Purchaser or a Designated Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller Sellers shall irrevocably transfer, assign, convey, and deliver to Purchaser or a Designated Purchaser, only the following Liabilities, without duplication and only to the extent not paid prior to the Closing (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out and obligations of or relating to any Seller under the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are become due from and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (c) all Liabilities (including, for the avoidance of doubt, Taxes other than income Taxes of Sellers) relating to amounts required to be paid, or actions required to be taken or not to be taken, by Purchaser under this Agreement and all Transfer Taxes; (d) any Liability all Liabilities agreed to be assumed by Purchaser or for Taxes (including the payment thereof) attributable which Purchaser has agreed to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11);be responsible in accordance with this Agreement; and (e) Transfer Taxes; andall Liabilities arising out of or relating to any environmental, health or safety matter, including those arising under or relating to Environmental Laws or Hazardous Materials, in connection with ownership, operation, use or maintenance of the Acquired Assets, whenever arising or occurring (the “Environmental Liabilities”) other than those Environmental Liabilities (fi) subject that are with proper notice dischargeable, or capable of being sold free and clear, pursuant to Purchaser’s further reviewSection 363 of the Bankruptcy Code, certain customer deposits the CCAA, the Sale Order or the Canadian Sale Recognition Order, (ii) that are with proper notice otherwise dischargeable pursuant to be identified by Section 1141 of the Parties Bankruptcy Code, the CCAA, the Sale Order or the Canadian Sale Recognition Order, or (iii) from which the Acquired Assets are with proper notice otherwise released as of the Closing pursuant to an Order of the Bankruptcy Court or Canadian Court, including the Sale Order and Canadian Sale Recognition Order, respectively (all those Environmental Liabilities described in good faith prior to clauses (i-iii), the Closing“Excluded Environmental Liabilities”).

Assumption of Certain Liabilities. On At, and effective as of, the terms --------------------------------- Closing Date, Buyer shall: accept, assume and subject pay, when such payment is required to be made under applicable Law, the obligations and liabilities to the conditions set forth herein Transferred Employees, the Post-Closing Hires and the De-Selected Employees (all as hereinafter defined) for accrued vacation as described in Section 1.3(a); and -------------- accept, assume and comply with the Sale Order effective as liabilities and obligations of the Closing, Purchaser shall irrevocably assume from each Seller (Sellers arising under the Subsidiaries' Assigned Contracts and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication Xxxxxxxx'x Assigned Contracts (collectively, the “Assumed Liabilities”): (a"Assigned Contracts"), unless any such contract ------------------ shall have been excluded from the Purchased Assets in accordance with Section ------- 1.3(b) all Liabilities arising out of or relating and, subject to the ownership provisions of Section 5.13, HRC's liabilities and operation ------ ------------ obligations under the Additional Truck Leases (the liabilities and obligations being assumed by Buyer being collectively referred to herein as the "Assumed ------- Liabilities"). Without limiting the generality of the Acquired Assetsforegoing, the Assumed ----------- Liabilities shall include the obligations and liabilities of the respective Sellers under the Assigned Contracts or Acquired Businessesand the Additional Truck Leases, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at whether existing prior to or after the Closing and (ii) assumed by Purchaser pursuant Date, including, but not limited to, obligations to Section 5.9; (c) all make payments or to take any other actions to cure costs required to be paid pursuant to section 365 any defaults on the part of the Bankruptcy Code in connection with the assumption and assignment of respective Sellers under the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to under Bankruptcy Code Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to 365. Following the Closing., Buyer shall perform and satisfy, and shall be solely responsible for, the Assumed Liabilities, and waives any right to seek reimbursement from the Sellers or their affiliates for or on account of the Assumed Liabilities. Other than the Assumed Liabilities, Buyer does not assume and shall in no event be liable for any liabilities, debts or obligations of any Seller, whether accrued, absolute, matured, contingent or otherwise (and those liabilities which are not Assumed Liabilities shall be "Excluded Liabilities"). ---------------------

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, HoldCo shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing Closing, HoldCo shall pay, performperform and discharge when due, dischargeand indemnify Ashland and its affiliates and each of their respective Representatives against, and defend and hold them harmless from, all of the following liabilities, obligations and commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise satisfy in accordance with their respective terms)and whether due or to become due, and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication of Ashland (collectively, the “Assumed Liabilities”):), other than any Retained Liabilities: (ai) all liabilities, obligations and commitments of Ashland under the Assigned Contracts to the extent such liabilities, obligations and commitments relate to the period from and after the Closing; (ii) all liabilities, obligations and commitments of Ashland under any maleic anhydride product exchange agreements that are reflected in the Statement (as defined in Section 1.05(a)) in accordance with Section 1.05; (iii) all liabilities, obligations and commitments of Ashland to the extent expressly assumed by HoldCo in accordance with Section 4.03; (iv) all Environmental Liabilities (as defined in Section 6.01(b)) of Ashland to the extent they arise out of both (A) the operation of any of the Transferred Assets or the operation or conduct of the Maleic Business and (B) either (x) events occurring or circumstances or conditions arising from and after the Closing, or (y) events occurring or circumstances or conditions arising prior to the Closing, but only, in the case of this clause (B)(y), to the extent set forth in the table below (provided, however, that to the extent the same Environmental Liability is described in both clauses (x) and (y) of this Section 1.03(a)(iv)(B), such Environmental Liability will be apportioned between HoldCo and Ashland in proportion to the extent to which the activities of each party contributed to the cause of the Environmental Liability, taking into account all pertinent factors, including the length of ownership by HoldCo and Ashland of the relevant property during the time of the event or occurrence, or the development of the circumstance or condition, giving rise to the Environmental Liability and the use made of such property by the parties hereto): If written notice (in reasonable detail) of such Environmental Liability is first received by Ashland during the twelve-month period ending on the following anniversary of the Closing Date (provided, however, that with respect to any Environmental Liability arising from any matter referred to in Section 3.11(b) of the Maleic Business Disclosure Letter, Ashland shall be deemed to have received written notice (in reasonable detail) of such Environmental Liability prior to the first anniversary of the Closing Date): Percentage of Environmental Liability described in clause (B)(y) above that will be an Assumed Liability: First through Fifth 0% Sixth 20% Seventh 40% Eighth 60% Ninth 80% If such notice is not received by Ashland on or prior to the ninth anniversary of the Closing Date 100% ; and (v) all other liabilities, obligations and commitments of Ashland to the extent such liabilities, obligations and commitments relate to or arise out of the operation of any of the Transferred Assets or the operation or conduct of the Maleic Business, in each case from and after the Closing. (b) Notwithstanding Section 1.03(a), or any other provision of this Agreement, HoldCo shall not assume, and Ashland shall pay, perform and discharge when due, and indemnify HoldCo and its affiliates and each of their respective Representatives against, and defend and hold them harmless from, any liability, obligation or commitment of Ashland or the Maleic Business of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise, and whether due or to become due, except the Assumed Liabilities (collectively, the “Retained Liabilities”). Without limiting the generality of the foregoing, the Retained Liabilities include: (i) any liability, obligation or commitment of Ashland to the extent arising out of the operation or conduct by Ashland or any of its affiliates of any business other than the Maleic Business; (ii) all accounts payable of Ashland to the extent arising out of the operation or conduct of the Maleic Business prior to the Closing; (iii) any liability, obligation or commitment of Ashland (A) to the extent arising out of any actual or alleged breach by Ashland of, or nonperformance by Ashland under, any Contract (including any Assigned Contract) prior to the Closing or (B) under any Assigned Contract to the extent such liability, obligation or commitment relates to the period prior to the Closing; (iv) any liability, obligation or commitment of Ashland arising out of any warranty claim, suit, action, proceeding, investigation, governmental action or other cause of action or claim associated with or relating to the ownership and operation Maleic Business or the Transferred Assets (a “Claim”) to the extent arising out of actions, omissions or conditions occurring or existing on or prior to the Closing Date; (v) any liability, obligation or commitment of Ashland to the extent such liability, obligation or commitment relates to, or arises out of, any Excluded Asset, or arises out of the Acquired ownership or operation by Ashland of any of the Excluded Assets; (vi) except as otherwise expressly provided in Section 4.03, Assigned Contracts any liability, obligation or Acquired Businessescommitment of Ashland arising under any Maleic Benefit Plan; (vii) any liability, arising at obligation or after commitment of Ashland to any of its divisions, subsidiaries or affiliates; (viii) any liability, obligation or commitment of Ashland or any of its affiliates under any of the Petition Date Transaction Agreements or any of the Ancillary Agreements; (ix) the amount, if any, equal to the aggregate book value (as of the Closing Date) of all Receivables that are due and payable not collected after the Closing Date and remain outstanding for a period of more than 60 days after their respective due dates (includingas reflected in the books and records of the Maleic Business) notwithstanding that HoldCo has made reasonable efforts to collect such Receivables, which amount shall be promptly paid by Ashland to HoldCo and, until paid, shall be deemed for all purposes of this Agreement to be a Retained Liability; provided, however, in the avoidance event any one or more of doubtthe Receivables become Retained Liabilities under this clause (ix), accounts payable due promptly following Ashland’s payment to HoldCo with respect to such Receivables under this clause (ix), HoldCo shall assign all of its rights, title and payable after interests in, to and under such Receivables and, to the Closing);extent HoldCo thereafter receives any payments from the relevant customers on account of such Receivables, HoldCo shall promptly forward such payments to Ashland; and (bx) all any Environmental Liability arising out of events occurring or circumstances or conditions arising prior to the Closing except for Environmental Liabilities that are Assumed Liabilities pursuant to Section 1.03(a)(iv); provided, however, an Environmental Liability that otherwise would be considered a Retained Liability under this Section 1.03(b)(x) shall be an Assumed Liability and shall not be a Retained Liability if the event, circumstance or condition that gave rise to such Environmental Liability (iA) is the result of a change in respect of Transferred Employees arising at or use after the Closing and Date of (iix) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 any portion of the Bankruptcy Code in connection with the assumption and assignment Premises consisting of the Assigned Contracts parcels of real property on which the maleic anhydride plant located in Xxxx, West Xxxxxxxx (the “Cure CostsPlant”); ) is located (dwhich parcels are identified as such in Section 3.03 of the Maleic Business Disclosure Letter) to a use substantially unrelated to the use of such Premises as of the Closing Date or (y) any Liability for Taxes other portion of the Premises to a use other than an industrial use or (including the payment thereofB) attributable to the Acquired Assets for was discovered as a taxable period (result of a Phase II or portion thereof) beginning other intrusive sampling, testing or investigation conducted after the Closing Date (collectively, “Environmental Tests”) except for Environmental Tests undertaken (x) to respond to, investigate, or otherwise remediate environmental conditions or contamination that are on the Closing Date in violation of the standards imposed by applicable Environmental Laws (as determined defined in Section 3.11(b)), (y) as required by Environmental Laws or in response to an inquiry, request, claim or demand by a Governmental Entity or as a reasonable response to any claim or demand by any other person that is not an affiliate of HoldCo or (z) in connection with a condition first discovered as a result of construction activities commencing after the Closing Date at, on or beneath the Premises, so long as such construction activities are undertaken in connection with (1) with respect to any portion of the Premises consisting of the parcels of real property on which the Plant is located, a use substantially related to the use of such Premises as of the Closing Date or (2) with respect to any other portion of the Premises, an industrial use of such Premises. (c) HoldCo shall acquire the Transferred Assets free and clear of all liabilities, obligations and commitments of Ashland, other than the Assumed Liabilities, and free and clear of all Liens, other than Permitted Liens (as defined in Section 6.01(b)) and other than any Lien pursuant to Section 5.11the HoldCo Borrowing arrangements or arising from actions or inactions of any of the Marathon Parties or their affiliates (and not of any of the Ashland Parties or their affiliates); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the terms and conditions set forth herein and in the Sale Order of this Agreement, Purchaser shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following LiabilitiesLiabilities of Seller arising out of or related to the operation or conduct of the Business, without duplication arising prior to the Closing (collectively, the “Assumed Liabilities”): (ai) all accounts payable of the Seller arising from the operation of the Business to the extent included in the calculation of Closing Net Working Capital excluding all intra-company accounts payable; (ii) all Liabilities arising out under the Assigned Permits and the Assigned Contracts other than (A) Liabilities that are related to a breach or failure to perform by Seller, (B) Liabilities pursuant to Contracts that are not listed on Schedule 4.08 that do not represent ordinary course obligations of the business consistent with past practice, and (C) Liabilities that arise or result from the consummation of the transactions contemplated hereby; (iii) all Product Liabilities; (iv) all Assumed Environmental Liabilities; (v) the Liabilities expressly assumed by Purchaser relating to the ownership and operation of Acquired Business Employees to the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closingextent set forth in Section 6.09(g); (vi) accrued expenses arising from the ordinary course operation of the Business to the extent included in the final calculation of Closing Net Working Capital (including but not limited to accrued real estate taxes related to the Xxxxxxx Facility); and (vii) effective on the eighth (8th) anniversary of the Closing Date if Seller and its Affiliates have complied in all material respects with Seller’s and its Affiliates’ obligations described in Section 6.20, the costs of, and obligations relating to, the Retained Environmental Liabilities. (b) all Other than those Liabilities specifically identified as the Assumed Liabilities, Purchaser shall not assume, or otherwise be liable for, any of the Liabilities of Seller, the Business or the Acquired Assets (collectively, the “Excluded Liabilities”). The Excluded Liabilities include, without limitation: (i) in respect any Liability relating to or arising out of Transferred Employees arising at the operation or after conduct by Seller or any of its Affiliates of any business other than the Closing and Business; (ii) subject to Purchaser’s obligation in Section 9.09, any Liability for Asbestos Claims and Hearing Loss Cases; (iii) the Excluded Litigation Matters; (iv) any accounts payable of Seller to the extent not included in Closing Net Working Capital (as defined in Section 2.05(a)); (v) any Liability that relates to, or that arises out of, any Excluded Asset; (vi) any Liability for Taxes, whether or not accrued, assessed or currently due and payable, of Seller, whether or not relating to the operation or ownership of the Business other than Taxes described in Section 2.03(a)(vi) and other Taxes, if any, included in the final calculation of Closing Net Working Capital; (vii) until assumed by Purchaser pursuant to Section 5.92.03(a)(vii), the costs of, and obligations relating to, the Retained Environmental Liabilities; (viii) any Liability of Seller expressly retained by Seller pursuant to Section 6.09 hereof; and (ix) any Liability arising under or in connection with any employee benefit plan, program or arrangement of any kind (including, without limitation, any employee benefit plan as defined under Section 3(3) of ERISA) maintained or contributed to by Seller or any ERISA Affiliate or with respect to which Seller or any ERISA Affiliate has any actual or potential Liability, including without limitation the Seller Pension Plans and the Seller Benefit Plans. (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to Purchaser shall acquire the Acquired Assets for a taxable period (free and clear of all Liabilities of Seller, other than the Assumed Liabilities, and free and clear of all Liens, other than Permitted Liens. Seller shall pay or portion thereof) beginning after otherwise discharge, when due, the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the ClosingExcluded Liabilities.

Assumption of Certain Liabilities. On the terms Closing Date, the Purchaser shall assume and subject agree to perform and discharge the conditions set forth herein liabilities and in the Sale Order effective as obligations of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”):under: (a) all Liabilities arising out of or relating All personal property leases listed on ANNEX 2 to SCHEDULE 1.1 (the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing"Personal Property Leases"); (b) all Liabilities All real estate leases (iincluding any radio tower leases) in respect of Transferred Employees arising at or after listed on ANNEX 3 to SCHEDULE 1.1 (the Closing and (ii) assumed by Purchaser pursuant to Section 5.9;"Real Estate Leases"); and (c) all cure costs required All contracts, agreements, arrangements, policies, and instruments that are listed on ANNEX 4 to be paid pursuant SCHEDULE 1.1 (the "Miscellaneous Contracts" and, collectively with the Personal Property Leases and the Real Estate Leases, the "Assumed Contracts"), but only to section 365 the extent such liabilities and obligations relate to goods delivered to, services performed for, or benefits received by the Purchaser after the Closing. In addition to the above described obligations under the Assumed Contracts, the Purchaser shall assume and agrees to discharge the obligations of the Bankruptcy Code Seller with respect to the customer pager rental deposits in connection with the assumption amounts set forth on the Closing Balance Sheet (as hereinafter defined) and assignment the obligations of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable Seller to provide services with respect to the Acquired Assets for a taxable period (or portion thereof) beginning after deferred revenue accounts transferred to the Purchaser at the Closing Date (as determined pursuant hereinafter defined) (such deposits, deferred revenue accounts and the Assumed Contracts collectively referred to Section 5.11herein as the "Assumed Liabilities"); (e) Transfer Taxes; and (f) subject to Purchaser’s further reviewprovided however, certain customer deposits to that the Purchase Price shall be identified reduced by the Parties in good faith prior to amount of the Closingcustomer pager rental deposits and deferred revenues existing on the Closing Date.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order effective as of the Closing, 2.5.1 Purchaser shall irrevocably assume from each Seller (and from and after the Closing assume, pay, perform, discharge, fulfill perform or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, discharge only the following Liabilities, without duplication liabilities and obligations of Seller to Unrelated Parties (collectively, the “"Assumed Liabilities”):") on the Closing Date: (a) all Liabilities of Seller's trade, and other accounts payable and liabilities reflected or reserved against as of November 25, 1996 and included on Schedule 2.5.1(a), plus additional expenses or liabilities arising out in the usual and ordinary course of or relating to the ownership business consistent with past practice after November 25, 1996 and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after before the Closing (includingDate, for which in the avoidance of doubt, accounts payable due and payable after the Closing)aggregate do not exceed $130,000.00; (b) all Liabilities (i) in respect liabilities and obligations of Transferred Employees arising at or the Purchased Business accruing on and after the Closing Date under contracts, agreements, licenses, leases and (ii) assumed by Purchaser pursuant similar documents which are to Section 5.9;be transferred to Purchaser, specifically including the obligation to provide, during the term of each Subscriber's or Dealer's contract with Seller, continuing monitoring services of the Central Monitoring Station to all such Subscribers and Dealers; and (c) all cure costs those liabilities and obligations of Seller otherwise specifically assumed by Purchaser in this Agreement as set forth on Schedule 2.5.1(c). 2.5.2 Except as provided in Section 2.5.1, Purchaser shall not be required to be paid pursuant assume, pay, perform, defend or discharge any, and Seller shall retain, pay, perform, defend and discharge all, of Seller's liabilities and obligations of any and every kind whatsoever, whether disclosed, undisclosed, direct, indirect, absolute, contingent, secured, unsecured, accrued or otherwise, whether known or unknown. Further, Purchaser shall not assume or agree to section 365 pay, perform or discharge, nor shall Purchaser be, directly or indirectly responsible for, any obligation or liability of the Bankruptcy Code in connection Seller with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable respect to the Acquired Assets for a taxable period (breach of any contract or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith commitment prior to the ClosingClosing Date, or any action, suit or proceeding pending at the Closing which is asserted in respect of the conduct by Seller of its business prior to the Closing Date.

Assumption of Certain Liabilities. On Notwithstanding the terms and subject provisions of Section 3.1 hereof to the conditions set forth herein contrary, Purchaser covenants and agrees that on the Date of Closing, it shall execute and deliver to Seller an Assumption Agreement in substantially the form of EXHIBIT A hereto (the "ASSUMPTION AGREEMENT"), pursuant to which it will assume and agree to perform and discharge the following debts, liabilities and obligations of Seller: a. All of Unity's trade accounts payable (being maintained by Unity consistent with its past practices) arising out of the operation of the Business in the Sale Order effective ordinary course of business which (i) are reflected on Unity's books and records as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out Date of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9remain unpaid as of the opening of business on the Date of Closing; b. All debts, liabilities and obligations of Unity arising under the Operating Contracts (ci) all cure costs required to be paid pursuant to section 365 which are listed on SCHEDULE 1.1(g), or (ii) which require aggregate annual payments of less than $12,000.00 or which have a duration of less than one year after the Bankruptcy Code date of this Agreement except that Purchaser does not assume any liabilities for products sold or services rendered in connection with the assumption and assignment operation of the Assigned Business under such Operating Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Date of Closing PROVIDED that liabilities assumed hereunder are only assumed to the extent they accrue after the Date of Closing and are not attributable to any default of Seller thereunder, except for trade payables assumed pursuant to subsection (a), above; c. All amounts accrued as of the opening of business on the Date of Closing for wages, salary and benefits, including vacation and sick leave, payable to those employees of Seller who provide services in connection with the operation of the Business and who are employed by the Purchaser on the Date of Closing.; d. Unity's obligation to provide cellular telephone and related services to its customers in accord with the Customer Contracts in effect on and after the Date of Closing; and

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, Purchaser shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing Closing, Purchaser shall pay, performperform and discharge when due, dischargeall liabilities, obligations and commitments of Seller and any Seller Sub of any nature whatsoever, whether known or unknown, asserted or unasserted, whether due or to become due ("liabilities") Related to the Businesses (the "Assumed Liabilities"), other than any Excluded Liabilities, including: (i) all liabilities of Seller or any Seller Sub under the Assigned Contracts; (ii) all accounts payable of Seller or any Seller Sub to the extent Related to the Businesses; (iii) all liabilities in respect of any and all products, goods or services sold by the Businesses at any time, including liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims; (iv) all liabilities to the extent arising as a result of at any time being the owner or occupant of, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectivelyoperator of the activities conducted at, the “Assumed Liabilities”):Premises included in the Acquired Assets or any other real property owned or leased at any time by Seller or any Seller Sub for use primarily in the Businesses, including all liabilities relating to personal injury, property damage, the environment and on-site or off-site waste disposal; (av) all Liabilities arising out of or liabilities relating to the ownership employment or termination of employment of any Transferred Employee or any former employee of Cemax-Icon at any time, including any payroll or employment taxes, unused vacation time and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing)liabilities under corporate credit cards issued to any Transferred Employee; (bvi) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability liabilities for Taxes (including the payment thereofA) attributable to the Acquired Assets (other than Excluded Taxes), (B) of Cemax-Icon for a any taxable period (other than Excluded Taxes) and (C) attributable to a Purchaser Tax Act; (vii) all liabilities in respect of Proceedings, pending or portion thereofthreatened, whether or not presently asserted, that are Related to the Businesses; and (viii) beginning (x) all liabilities under any Benefit Plan sponsored by Cemax-Icon and (y) any Non-U.S. Benefit Plan liability that becomes the obligation of Purchaser under Section 6.09. For the avoidance of doubt, the term "Assumed Liabilities" does not include any liability of Cemax-Icon (it being understood and agreed that all liabilities of Cemax-Icon shall be assumed by Purchaser as a result of the acquisition by Purchaser of the Cemax-Icon Shares). (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume or be responsible for, and Seller or the respective Seller Sub shall retain and be responsible for, the following liabilities of Seller and Seller Subs (the "Excluded Liabilities"): (i) any liability of Seller or any Seller Sub, arising out of the operation or conduct by Seller or any of its affiliates of any business other than the Businesses; (ii) any liability of Seller or any Seller Sub that relates to, or that arises out of, any Excluded Asset; (iii) any liability for Excluded Taxes; (iv) any Pre-Closing Environmental Liabilities; (v) any liability related to the Transferred Employees that is specifically retained by Seller or any Seller Sub pursuant to Section 6.09; (vi) all liabilities to any employees of Seller or any Seller Sub (other than Cemax-Icon) other than (x) Transferred Employees or (y) Eligible Employees with respect to liabilities arising from Purchaser's breach of Section 6.09; (vii) all liabilities to employees of Seller or any Seller Sub with respect to options to acquire the common stock of Seller or any Seller Sub; (viii) all liabilities (a) under any Benefit Plan (other than those of Cemax-Icon), whether arising from violation of any Law or otherwise, except as otherwise required by applicable Law or this Agreement; or (b) for collection of COBRA premiums or compliance with COBRA notice requirements for any Transferred Employee (other than those of Cemax-Icon) who does not accept employment with Purchaser; (ix) other than with respect to employees or former employees of Cemax-Icon, any claims by any employee of Seller or any Seller Sub for benefits incurred (as defined in Section 6.09) before the Closing Date; (x) any indebtedness (whether as obligor, guarantor or otherwise) to third parties for borrowed money (other than accounts payable incurred in the ordinary course of business), whether or not Related to the Businesses, other than any indebtedness described under items 1 and 2 of clause (a)(ix)(B) of Schedule 3.08; (xi) any direct cost or expense incurred before or after the Closing Date to the extent arising out of, resulting from or incurred in connection with any of the following actions but only to the extent such actions take place prior to the Closing: (as determined pursuant A) any restructuring of Seller or any of its subsidiaries (whether corporate-wide or with respect to Section 5.11European operations, Ferrania operations, Cemax-Icon or otherwise); (B) any termination of any European distributors; and (C) termination of the dry imagesetting program; (exii) Transfer Taxesany direct cost or expense arising out of, resulting from or incurred in connection with any of the following: (A) closure of the Florida Facility; (B) subject to Section 1.01(b), sale or transfer of the Ferrania Facility; and (C) the relocation described in Section 6.20; (xiii) any direct cost or expense arising out of, resulting from or incurred in connection with the termination of the Consulting Agreement dated January 14, 1997, as amended, between Seller and Itasca Ventures, LLC; (xiv) any liability for checks drawn on bank accounts of Seller and its subsidiaries, in each case that have been issued but not cleared as of the Closing Date; (xv) any liability under Seller's Success Sharing Plan for Transferred Employees to the extent (A) attributable to the corporate performance component of such Plan and (B) incurred, arising or relating to services performed prior to the Closing; (xvi) any liability to Seller or any Seller Sub, including liabilities of Cemax-Icon payable to Seller or any Seller Sub, except in any case liabilities incurred, arising or relating to goods or services sold or provided by Seller or any Seller Sub to the Businesses in the ordinary course of business consistent with past practice; (xvii) other than with respect to employees of Cemax- Icon on the Closing Date, any worker's compensation liability with respect to any actual or alleged work- related injury, disease or illness to any employee or former employee which is determined to have occurred prior to the Closing Date; and (fxviii) subject to Purchaser’s further review, certain customer deposits to be any liability of Seller or any Seller Sub identified by the Parties in good faith prior to the Closingon Schedule 1.03(b)(xviii).

Assumption of Certain Liabilities. On (a) Subject to the terms and subject conditions of this Agreement, except as otherwise specifically provided in this Section 1.3 (including in respect of the Retained Liabilities, as set forth in paragraph (b) below), Buyer hereby assumes and agrees to pay, discharge and/or perform, as appropriate, the following specific liabilities and obligations of Seller (the "Acquired Liabilities"): (i) all liabilities and obligations of Seller in respect of the Business existing as of the Interim Balance Sheet Date (as defined in Section 2.6), representing accounts payable and accrued expenses (including any accrued expenses for any leases categorized as "operating leases" in accordance with GAAP (as defined in Section 7.12(k) and accrued Taxes (other than any Income Tax of Seller) payable with respect to the conditions set forth herein Business, assets, properties or operations of Seller), but only if and to the extent that: (A) the same are accrued or reserved for on the face of the Interim Balance Sheet and the Closing Date Balance Sheet and remain unpaid and undischarged on the Closing Date, and (B) the same are also reflected in the Sale Order effective calculation of Closing Date Working Capital (as defined in Section 1.6(c)); (ii) all liabilities and obligations of Seller in respect of the Business representing accounts payable and accrued expenses (including any accrued expenses for any leases categorized as "operating leases" in accordance with GAAP and accrued Taxes (other than any Income Tax of Seller) payable with respect to the Business, assets, properties or operations of Seller) arising in the regular and ordinary course of business between the Interim Balance Sheet Date and the Closing Date, but only if and to the extent that: (A) the same are accrued or reserved for on the face of the Closing Date Balance Sheet (excluding notes or schedules thereto) and remain unpaid and undischarged on the Closing Date, and (B) the same are also reflected in the calculation of Closing Date Working Capital; (iii) the liabilities described on Schedule 1.3; and (iv) all liabilities and obligations of Seller in respect of the Contracts, except that Buyer shall not assume or agree to pay, discharge or perform any: (1) liabilities or obligations of the aforesaid character existing as of the Interim Balance Sheet Date and which under GAAP should have been accrued or reserved for on a balance sheet as a liability or obligation, if and to the extent that the same were not accrued or reserved against on the face of the Interim Balance Sheet; (2) liabilities or obligations of the aforesaid character existing as of the Closing Date and which under GAAP should have been accrued or reserved for on a balance sheet as a liability or obligation, if and to the extent that the same were not accrued or reserved on the face of the Closing Date Balance Sheet or not reflected in the Closing Date Working Capital; provided, however, if the Press Agreement Conditions are satisfied, this subparagraph (2) shall not apply to any liabilities or obligations in respect of the Press Agreement; and (3) liabilities or obligations arising out of any breach or default by Seller of any provision of any Contract, including 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. (b) Buyer will not assume any liabilities, commitments or obligations (known or unknown, contingent or absolute and whether or not determinable as of the Closing) of Seller, Purchaser shall irrevocably assume from each except for the Acquired Liabilities as specifically and expressly provided for above, whether such liabilities or obligations relate to payment, performance or otherwise, and all liabilities, commitments or obligations (known or unknown, contingent or absolute and whether or not determinable as of the Closing) not expressly transferred to Buyer hereunder as Acquired Liabilities are being retained by Seller (the "Retained Liabilities"), who shall remain liable therefor unconditionally and without right of set-off. Seller on behalf of itself, hereby irrevocably and unconditionally waives and releases Buyer from all Retained Liabilities, including any Retained Liabilities created by statute or common law. Without limitation to the foregoing, all of the following shall be considered Retained Liabilities and not Acquired Liabilities (except as specified below) for the purposes of this Agreement (whether or not accrued or reserved for on Interim Balance Sheet or the Closing Date Balance Sheet): (i) any (A) Income Tax of Seller or any member of any affiliated group which Seller is or was, prior to the Closing, a member or (B) other Tax payable with respect to the business, assets, properties or operations of Seller or any member of any affiliated group of which Seller is or was, prior to the Closing, a member, for (1) any period ending prior to the Closing Date or (2) the portion of any period beginning before and ending after the Closing payDate that precedes the Closing Date to the extent such Taxes exceed the accrual therefor set forth on the face of the Closing Date Balance Sheet, perform(C) except as provided in Section 4.11(b) hereof, dischargeincident to or arising as a consequence of the negotiation or consummation by Seller (or any member of any affiliated group of which any of them is a member) of this Agreement and the transactions contemplated hereby, or otherwise satisfy (D) payable with respect to any business, assets, properties, or operations of Seller, other than the Business or the Acquired Assets, for any taxable period; provided, however, that in no event shall the term "Retained Liabilities" include any Tax relating to the Business or the Acquired Assets that relates to a period following the Closing; (ii) except as provided in Section 4.10 hereof, any liability or obligation with respect to compensation or employee benefits of any nature owed to any employees, former employees, agents or independent contractors of Seller, whether or not employed by Buyer after the Closing, that (A) arises out of or relates to the employment or service provider relationship between Seller and any such individuals, (B) arises out of or relates to any Benefit Plan, or (C) arises out of or relates to events or conditions occurring on or before the Closing Date; (iii) any liability or obligation of Seller arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, and fees and expenses of counsel, accountants, brokers, finders and other experts; (iv) any product liability or similar claim, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made or alleged to have been made or which is imposed or asserted to be imposed by operation of law (including by reason of any "strict liability" or related theory of tort law), in connection with any product manufactured, leased or sold by, or any service performed by or on behalf of Seller prior to the Closing, including any such claim seeking recovery for consequential damages, lost revenue or income, it being understood, however, that Seller's liabilities in respect of any standard product warranties given by Seller in respect of its products or services in the ordinary course of business under Contracts (as opposed to product liability claims) are being assumed by Buyer under Section 1.3(a)(iv); (v) any liability or obligation of Seller existing as a result of any act, failure to act or other state of facts or occurrence which constitutes a breach or violation of Seller's representations, warranties and covenants contained in this Agreement or the other Transaction Documents (as defined in Section 1.7(c)); (vi) any Environmental Liability (as defined in Section 7.12(g)); (vii) any indebtedness for borrowed money of Seller of any kind, including (A) any obligation evidenced by bonds, notes debentures or other similar instruments, (B) any obligation (whether contingent or otherwise) for the deferred purchase price of any property or services (whether structured as a bonus payment contingent on achievement of performance objectives, consulting payment or non-compete payment), but excluding obligations to trade creditors incurred in the ordinary course of business that are unsecured and are not overdue by more than six months, unless being contested in good faith, (C) all obligations of Seller as lessee or lessees under leases categorized as "capital leases" in accordance with their respective termsGAAP, (D) any assumption, guarantee or endorsement of the obligations, either directly or indirectly, of any Person (as defined in Section 7.12(q)), (E) all obligations resulting from bank overdrafts, (F) all obligations secured by a Lien on the Owned Real Property, (G) all reimbursement and such Seller shall irrevocably transferother obligations with respect to letters of credit, assignbankers' acceptances and surety bonds, conveywhether or not matured, (H) all obligations under commodity purchase or option agreements or other commodity price hedging arrangements, in each case whether contingent or matured, (I) all obligations under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured, (J) all accrued but unpaid interest (or interest equivalent) on any of the items referred to in this Section 1.3(b)(vii) and deliver (K) any liability in respect of any redemption premium, call premium, prepayment obligation, or other provision requiring payment in excess of 100% of principal and accrued interest on any of the items referred to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”):in this Section 1.3(b)(vii); (aviii) all Liabilities liabilities to the extent that Seller is entitled to insurance proceeds or otherwise indemnified or which would have been entitled to insurance proceeds (or indemnification) (other than by reason of Section 6.6) but for a claim by the insurer (or the indemnitor) that Seller (or the indemnitees) had breached its obligations under the policy of insurance (or the contract of indemnity) or had committed fraud in the insurance application; (ix) any liability of Seller to any of its Affiliates; (x) any liabilities or obligations in respect of any Excluded Asset; or (xi) any other liability of Seller whatsoever, including any liability arising out of or relating to the ownership and or operation of the Acquired Assets, Assigned Contracts Assets and the Business on or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant prior to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (including any predecessor operations), including any claims, obligations or litigation arising out of or relating to events or conditions occurring on or before the Closing Date (including the threatened or pending litigation set forth on Schedule 2.9 hereto), regardless of when made or asserted, except for the Acquired Liabilities as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closingspecifically and expressly set forth herein.

Assumption of Certain Liabilities. On the terms and subject Subject to the conditions further provisions of this Section 1, Buyer hereby assumes all of Seller's liabilities and obligations (collectively, "Liabilities") as of 12:01 a.m. on __________________________, 1998, (the "Effective Time of Closing"), in respect to: (a) The Assumed Deposits, as set forth herein and in the Sale Order effective on Schedule 1 attached hereto; (b) The Leases, as of the Closingset forth on Schedule 2 attached hereto; (c) The Assumed Contracts, Purchaser shall irrevocably assume from each Seller as set forth on Schedule 3 attached hereto; (and d) Seller's obligations to provide services from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption Assets and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (Assumed Deposits, including the payment thereof) attributable all obligations with respect to the Acquired Assets for a taxable period (or portion thereof) beginning after safe deposit boxes located at the Closing Date (Branch as determined pursuant set forth in the agreements relating to Section 5.11)such boxes and their contents; (e) Transfer TaxesAccrued Expenses, as set forth on Schedule 4 attached hereto; (f) Any liabilities or obligations for compliance with any Environmental Law associated with the Real Estate, Real Estate Improvements, Leasehold Improvements or other Assets (subject only to Buyer's right of reimbursement pursuant to Section 6.5(c) of the Acquisition Agreement for Actual Costs as defined in such Section 6.5(c); and (fg) subject to Purchaser’s further reviewThe Other Liabilities, certain customer deposits to as set forth in Schedule 5 attached hereto. Notwithstanding any provision of this Agreement or the Acquisition Agreement that might be identified by the Parties in good faith prior constructed to the Closingcontrary, Liabilities do not include any of the Non-Assumed Liabilities or any liabilities with respect to Leases or Assumed Contracts as to which any consents required to transfer the same to Buyer at Closing have not been obtained by Seller Buyer hereby accepts the transfer of all XXX Deposits to Buyer, and Buyer accepts appointment as the successor custodian under all XXX Deposits.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein herein, on the Transfer Date, Purchaser will acquire the Assets subject to, and will agree to assume and discharge all tenant obligations of Seller under the Lease Agreements assumed and purchased hereunder and all obligations to layaway customers as evidenced through valid agreements at the time of Transfer located in the Sale Order effective stores (the foregoing obligations are collectively referred to herein as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): ) with such assignment and assumption evidenced by one or more assignment and assumption agreements executed on the Transfer Dates. Furthermore, Purchaser will reimburse Seller for hard construction costs (alabor, material and equipment) all Liabilities incurred prior to the First Closing in connection with the facility being constructed at 0000 XX 00, Xxxxx Xxxxxxx, Xxxxx up to a maximum of $850,000.00 (the “Grand Prairie Reimbursement”). The Grand Prairie Reimbursement shall be satisfied at the First Closing. Except as expressly set forth in this Section 3, it is specifically agreed and understood that Purchaser does not and shall not assume any accounts payable of Seller, nor any other obligation, liability, tax or duty of Seller arising out of or relating in any way connected with the Business prior to the ownership Transfer Date, and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or Seller agrees to take such action after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs Transfer Date as set forth herein, as may be required to be paid pursuant to section 365 defend the title of Purchaser and confirm the sale of the Bankruptcy Code in connection with Business and the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable Assets to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the ClosingPurchaser sold hereunder.

Assumption of Certain Liabilities. (a) On the terms and subject to the conditions set forth herein and in of this Agreement, the Sale Order Company hereby assumes, effective as of the ClosingEffective Date, Purchaser shall irrevocably assume from each Seller (and from and after the Closing Effective Date the Company agrees to pay, performperform and discharge when due, dischargeany liability, obligation or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only commitment of HyperFeed under the following Liabilities, without duplication (collectively, the “"Assumed HyperFeed Liabilities”):"), other than any Excluded HyperFeed Liabilities: (ai) all of the Current Liabilities as set forth on the First Quarter Balance Sheet (as defined below) as of March 31, 1999, including without limitation, (A) all accounts payable, notes payable (and any security therefor) and all other payables of any kind related to the Business; and (B) all obligations arising out of under the contracts, leases, licenses, indentures, agreements, commitments and other legally binding arrangements, whether oral or written ("Contracts"), relating to the ownership Business and operation of specifically listed on Exhibit B to Schedule 1.01(a) attached hereto (the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing"HyperFeed Contracts"); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed any other liabilities of HyperFeed, not to exceed $500,000.00, whether known or unknown, relating to the Business and not set forth as Current Liabilities on the First Quarter Balance Sheet as of March 31, 1999; (iii) $500,000 representing one-half of the $1,000,000 owed by Purchaser HyperFeed to Xxxxxxxx Analytics, Ltd. ("Xxxxxxxx") pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 1 of the Bankruptcy Code in connection with the assumption Termination Agreement dated May 28, 1999 by and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxesbetween HyperFeed and Xxxxxxxx; and (fiv) subject an amount not to Purchaser’s further reviewexceed $2,000,000, certain customer deposits representing the difference between (A) the $5,000,000 minimum aggregate license fee payment HyperFeed is required to pay to Xxxxxxxx under its new agreement by and between HyperFeed and Xxxxxxxx; and (B) the amount of license fees actually paid by HyperFeed to Xxxxxxxx during the period commencing April 1, 1999 and ending December 4, 2000. (b) Notwithstanding Section 1.02(a), or any other provision of this Agreement or any of the other agreements and instruments executed and delivered in connection herewith and the transactions contemplated hereby, including, but not limited to, the Maintenance Agreement, the DataFeed License Agreement, the Services Agreement, the Noncompetition Agreement, the Registration Rights Agreement, the Tax Indemnification and Allocation Agreement and the Sublease (the "Ancillary Agreements"), and regardless of any disclosure to HyperFeed or the Company, the Company shall not assume any Excluded HyperFeed Liability, each of which shall be identified retained and paid, performed and discharged when due by the Parties in good faith prior to the Closing.HyperFeed. The term "Excluded HyperFeed Liability" means:

Assumption of Certain Liabilities. On Subject to the terms and subject to the conditions set forth herein and in the Sale Order effective herein, as of the ClosingEffective Time, Purchaser Buyer shall irrevocably assume from each Seller (and from and after the Closing pay, performhonor, discharge, or otherwise satisfy in accordance with their respective terms), perform and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only discharge when due the following Liabilities, without duplication (collectively, the “Assumed other than any Excluded Liabilities”):: (a) all post-Closing performance obligations of Seller under the Assumed Contracts, including without limitation any guaranty by AAPC or an Affiliate of AAPC with respect to post-Closing obligations under an Assumed Contract, provided that Buyer specifically does not assume any Liabilities of Seller or AAPC or any Affiliate of AAPC relating to or arising out of or relating any breach of any Assumed Contract occurring prior to the ownership and operation of the Acquired AssetsClosing Date or any damage to third parties resulting from acts, Assigned Contracts events or Acquired Businesses, arising at or after the Petition Date that are due and payable after omissions occurring prior to the Closing (includingDate, for the avoidance of doubt, accounts payable due and payable after the Closingexcept as otherwise set forth in Section 2.3(c); (b) the management bonus payments for the year 2000 under Seller's 2000 management bonus plan in an aggregate amount not to exceed $630,000, all bonus payments for the year 2001, and the year 2002, if any, (prior to the Effective Time) under Seller's management bonus plan, all profit sharing obligations of Seller with respect to the employees of the Business for the year 2001, and the year 2002, if any, (prior to the Effective Time) and all accrued Liabilities (i) set forth in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.96.3; (c) all cure costs required Liabilities with respect to be paid pursuant warranty claims relating to section 365 the Business arising solely out of the Bankruptcy Code express terms of Seller's warranty Contracts with its customers that are in connection the form of (and solely in the form of) the express warranties identified on SCHEDULE 4.21 hereto, and that relate solely to products sold by Seller with respect to the assumption Business on or after the Filing Date, excluding Liabilities for personal injury or damage to property other than the windows and assignment of the Assigned Contracts (the “Cure Costs”)doors manufactured by Seller and sold to such customers; (d) any Liability for Taxes (including all Liabilities relating to or arising out of the payment thereof) attributable to conduct of the Acquired Assets for a taxable period (Business on or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11)Effective Time; (e) Transfer Taxesall Liabilities prorated to Buyer pursuant to Section 10.10; (f) all unpaid payroll obligations of the Business with respect to vacation, salaries, wages and commissions of all days prior to the Effective Time to the extent reflected on the final Closing Schedule; and (fg) subject to Purchaser’s further review, certain customer deposits to be identified by all accounts payable of Seller arising from the Parties conduct of the Business incurred in good faith prior the ordinary course of business since the Filing Date to the Closingextent reflected on the final Closing Schedule. The Liabilities described in clauses (a) through (g) are collectively referred to as the "ASSUMED LIABILITIES."

Assumption of Certain Liabilities. On (1) Subject to the Closing occurring and to Section 2.5 (to the extent of any inconsistency with the apportionment of SD Benefits and Obligations pursuant to Section 2.5) and to Section 2.7(2) and to the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing Effective Time, the Participant shall assume, pay, performperform and discharge when due, dischargeall of the debts, or otherwise satisfy in accordance with their respective terms), liabilities and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”): (a) all Liabilities obligations of EMCLP arising out of or accruing in relation to or relating to or arising from the ownership SD Transfer Rights, but only to the extent that such debts, liabilities and operation of the Acquired Assets, Assigned Contracts obligations arise or Acquired Businesses, arising at accrue or relate to a period from and after the Petition Date that are due and payable after Effective Time (the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing“SD Assumed Liabilities”);. (b2) all Liabilities Notwithstanding Section 2.7(1), but subject to Section 2.5 (i) in respect to the extent of Transferred Employees arising at or after any inconsistency with the Closing apportionment of SD Benefits and (ii) assumed by Purchaser Obligations pursuant to Section 5.9; (c) 2.5), the Participant shall not assume, and EMCLP shall retain and pay, perform and discharge when due, all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code debts, liabilities or obligations of EMCLP of any nature or kind arising out of or accruing in connection with relation to or arising from the assumption SD Transfer Rights acquired by the Participant, whether liquidated or unliquidated, fixed or contingent or otherwise or known or unknown, and assignment of based upon, arising out of, or resulting from any fact, circumstance, occurrence, condition, act or omission existing on or occurring prior to the Assigned Contracts Effective Time (the “Cure CostsSD Excluded Liabilities”);. (d3) any Liability for Taxes (including the payment thereof) attributable Subject to the Acquired Assets for a taxable period Closing occurring and to Section 2.5 (or portion thereof) beginning after to the Closing Date (as determined extent of any inconsistency with the apportionment of BR Benefits and Obligations pursuant to Section 5.112.5) and to Section 2.7(4) and to the terms and conditions of this Agreement, effective from and after the Effective Time, EMCLP shall assume, pay, perform and discharge when due, all of the debts, liabilities and obligations of the Participant arising out of or accruing in relation to or relating to or arising from the BR Swap Rights, but only to the extent that such debts, liabilities and obligations arise or accrue or relate to a period from and after the Effective Time (the “BR Assumed Liabilities”);. (e4) Transfer Taxes; and (f) Notwithstanding Section 2.7(3), but subject to Purchaser’s further reviewSection 2.5 (to the extent of any inconsistency with the apportionment of BR Benefits and Obligations pursuant to Section 2.5), certain customer deposits EMCLP shall not assume, and the Participant shall retain and pay, perform and discharge when due, all of the debts, liabilities or obligations of the Participant of any nature or kind arising out of or accruing in relation to be identified or arising from the BR Swap Rights acquired by the Parties in good faith EMCLP, whether liquidated or unliquidated, fixed or contingent or otherwise or known or unknown, and based upon, arising out of, or resulting from any fact, circumstance, occurrence, condition, act or omission existing on or occurring prior to the ClosingEffective Time (the “BR Excluded Liabilities”).

Assumption of Certain Liabilities. On Subject to the terms and subject conditions of this Agreement, except as otherwise specifically provided in this Section 2.3 (including in respect of the Retained Liabilities, as set forth in Section 2.4 below), on the Closing Date, the Buyer will assume and agree to pay, discharge or perform, as appropriate, the following specific liabilities and obligations of the Sellers (in no event to include any obligations or liabilities which (i) relate to any breach of any representation, warranty, covenant or agreement which arose on or prior to the conditions set forth herein and in Closing Date, or (ii) relate to any obligations or liabilities under the Sale Order effective as Assumed Contracts which, whether pursuant to the terms of the ClosingAssumed Contracts or the course of dealing of the parties, Purchaser shall irrevocably assume from each Seller were performed (and from and after in whole or in part) or required to be performed (in whole or in part) on or prior to the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication Date) (collectively, the “Assumed Liabilities”): (a) all Liabilities executory liabilities and obligations of the Sellers in respect of the Assumed Contracts as specified on Schedule 3.20 to the extent arising after the Closing, except that the Buyer shall not assume or agree to pay, discharge or perform any liabilities or obligations arising out of any breach or relating to default (including for this purpose any event which, with notice or lapse of time would constitute such a breach or default) by the ownership and operation Sellers of any provision of any Assumed Contract, including liabilities or obligations arising out of the Acquired AssetsSellers’ failure to perform any agreement, Assigned Contracts contract, commitment or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) lease in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection accordance with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith its terms prior to the Closing. (b) Notwithstanding the foregoing, the Buyer shall not assume any liability or obligation with respect to any contract other than (i) such written contracts to which either Seller is a party and previously delivered to the Buyer, (ii) in the case of (A) the Memorandum of Understanding by and between the Aquafilm and Healthy Moments LLC dated December 15, 2003 and (B) the form of Supply Agreement between Aquafilm and Home Market Foods, Inc. delivered to the Buyer on February 10, 2004 (the “Term Sheets”), the obligations under the written Term Sheets but only to the extent of the express terms contained therein and (iii) such oral agreements specifically described on Schedule 3.20 as and to the extent previously described in full (without any omission) to the Buyer. For the avoindance of doubt, therefore, in the case of the Term Sheets, any matters not expressly set forth on the Term Sheets are Retained Liabilities.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein in this Agreement, Buyer agrees to assume only (i) Seller’s accounts payable and in accrued expenses identified on Schedule 1.3(a)(i) to this Agreement, but only up to the Sale Order effective as amount shown on such Schedule for each of the Closing, Purchaser shall irrevocably assume from each Seller (such accounts payable and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication accrued expenses (collectively, the “Assumed LiabilitiesPayables”): (a) all Liabilities arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing ; and (ii) assumed by Purchaser those liabilities and obligations under the Assumed Contracts identified on Schedule 1.3(a)(ii) to this Agreement and the obligations under the Assumed Contracts to the extent that such obligations are required pursuant to Section 5.9; (c) all cure costs required such Contracts to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning performed after the Closing Date (collectively, the “Assumed Contract Liabilities”); and (iii) Seller’s express obligations under its standard written warranty to repair or replace products sold by Seller within eighteen (18) months prior to Closing (collectively the “Contract Warranty Obligations”); and (iv) Seller’s obligations for customer prepayments and deposits received by Seller prior to Closing and identified on Schedule 1.3(a)(iv) to this Agreement (the “Assumed Prepayment/Deposit Obligations (collectively, the Assumed Prepayment/Deposit Obligations, Contract Warranty Obligations, the Assumed Contract Liabilities and the Assumed Payables being called the “Assumed Liabilities”). (b) Exclusive of solely the Assumed Liabilities, all other obligations, Indebtedness, debts, Taxes, operating expenses, rents, utilities, payables and other liabilities and obligations of Seller of any kind, character or description, whether accrued, absolute, known or unknown, disclosed or undisclosed, contingent or otherwise now existing or hereafter arising (collectively, the “Excluded Liabilities”), are not and shall not be assumed by Buyer and shall be retained and fully paid, satisfied and discharged without cost to Buyer by Seller. Without limitation of the foregoing: (i) Buyer shall not assume any, and Seller shall retain as determined pursuant to part of the Excluded Liabilities, all Intercompany Obligations (as defined in Section 5.118.16(g) of this Agreement); (eii) Transfer TaxesBuyer shall not assume any, and Seller shall retain as part of the Excluded Liabilities, all loans, accounts and other Indebtedness (as defined in Section 8.16(f) of this Agreement) owed by Seller, whether as obligor, guarantor or accommodation party, and whether to financial institutions, officers, members, Shareholder, Affiliates or otherwise to any other Person (as defined in Section 8.16(n) of this Agreement); (iii) Buyer shall not assume, and Seller shall retain as part of the Excluded Liabilities, all liabilities and obligations of Seller in respect of any Taxes (as defined in Section 3.21(a)(ii) of this Agreement); (iv) Buyer shall not assume, and Seller shall retain as part of the Excluded Liabilities, all liabilities and obligations under all Contracts that are not Assumed Contracts. In particular, but without limitation, Seller shall retain and will be liable, directly or indirectly, to any of the terminated Employees on or before the Closing Date for severance pay or other severance benefits, whether by policy, benefit plan, practice or Contract and Buyer will not assume any liabilities, obligations or Indebtedness now existing or hereafter arising under, or be deemed a successor company to Seller in connection with, any Employee Plan, collective bargaining agreement or other employment related arrangement to which any present or former employees of Seller is or were entitled (including any severance arrangements). Further, Buyer shall have no obligation to employ any of Seller’s employees; and (fv) subject Unless specifically identified in this Agreement as part of the Assumed Liabilities, Buyer shall not assume any, and Seller shall retain as part of the Excluded Liabilities, all liabilities and obligations (whether direct or indirect, accrued or contingent, and whether now existing or hereafter arising) which arise in connection with or relate in any manner to Purchaser’s further reviewany of the Excluded Assets. (c) Seller covenants to pay, certain customer deposits discharge and satisfy fully as and when due to be identified by the Parties in good faith prior to the Closingpaid or performed all Excluded Liabilities.

Assumption of Certain Liabilities. On Subject to the terms and subject conditions of this Agreement, including without limitation Section 5.1(d) below, on the Effective Date, as hereinafter defined, Seller shall assign to Purchaser, and Purchaser shall, assume and agree to perform and discharge in accordance with their respective terms the following (and only the following) liabilities and obligations of Seller: (a) obligations for the sale and delivery of products of the Business not shipped prior to the conditions set forth herein close of business on the Effective Date under open sales orders, open bids and sales contracts included in the Sale Order effective as Assigned Contracts, which were accepted or made in the ordinary course of business of the ClosingBusiness prior to the close of business on the Effective Date; (b) obligations of the Business for the purchase of raw materials, Purchaser shall irrevocably assume from each Seller supplies and repair and maintenance materials not received prior to the close of business on the Effective Date and not included in the Purchased Inventories under open supply contracts, purchase orders and commitments included in the Assigned Contracts, which were given or made in the ordinary course of business of the Business; (c) liabilities and from and after obligations of the Closing pay, perform, discharge, or otherwise satisfy Business arising under the Assigned Contracts in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilitiesincluding, without duplication (collectivelylimitation, payables owed by the “Assumed Liabilities”): (a) all Liabilities arising out Business to Seller or any of or relating to its Affiliates on the ownership and operation of Effective Date excluding those included in the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”)inter/intra company accounts; (d) any Liability for Taxes (including the payment thereof) attributable all liabilities and obligations of Seller relating to the Acquired Assets for a taxable period Business (other than Federal, state or portion thereoflocal income tax or franchise tax liabilities) beginning after reflected or reserved against (but only to the Closing Date (as determined pursuant extent so reflected or reserved against) on the Reference Balance Sheet, but only if and to Section 5.11);the extent the same have not been paid or discharged prior to the Effective Date; and (e) Transfer Taxes; andall liabilities and obligations of Seller to the extent (and only to the extent) that they (A) relate to the Business, (B) arose in the ordinary course of Seller's operation of the Business consistent with past practice between the date of the Reference Balance Sheet, and the Effective Date and (C) are reflected as a liability or are reserved against (but only to the extent so reflected or reserved against) on the Closing Balance Sheet, but only if and to the extent the same have not been paid or discharged prior to the Effective Date. (f) subject to Purchaser’s further review, certain customer deposits to be identified by all liabilities and obligations arising under the Parties leases set forth in good faith prior SCHEDULES 7.4(b) AND 7.5(b) with respect to the ClosingLeased Real Property and Leased Personal Property, including without limitation, obligations under the lease for the Tuscaloosa, Alabama facility; (g) liabilities arising from obligations to Transferred Employees as specifically assumed by Purchaser in SECTION 11.2(a). (h) all liabilities and obligations associated with or relating to the Purchased Assets or the Business which accrue and arise after the Effective Date. The foregoing liabilities and obligations of Seller being assumed by Purchaser hereunder shall be collectively referred to as the "Assumed Liabilities." Nothing contained herein shall prevent Purchaser from contesting any of the Assumed Liabilities with any third party obligee.

Assumption of Certain Liabilities. On Buyer hereby agrees that at the Closing, subject to and upon the terms and subject to the conditions set forth herein contained herein, it shall assume and in the Sale Order effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, timely perform, pay and discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication specified obligations and liabilities of the Company (collectively, the “Assumed Liabilities”):), but no others: (a) all Liabilities arising out of or relating to the ownership obligations and operation liabilities of the Acquired Assets, Assigned Contracts or Acquired BusinessesCompany, arising at on or after the Petition Date Closing, in connection with any Acquired Contracts and including, without limitation, all deferred revenue obligations associated with any Acquired Contracts arising prior to the Closing, to the extent that the Company’s rights thereunder are due and payable after actually (with consent where required) assigned to Buyer; provided, however, that Buyer is not assuming any obligations or liabilities for any breach or default outstanding at the time of the Closing (includingunder any Acquired Contract or resulting from any event occurring before the time of Closing which, for with the avoidance giving of doubtnotice or the passage of time or both, accounts payable due and payable after the Closing)results in a breach or default; (b) all Liabilities (i) in respect such other liabilities of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9Company specified on Schedule 1.4(b); (c) all cure costs required to be paid pursuant to section 365 any liabilities and obligations assumed by Buyer by operation of law under the Bankruptcy Code in connection with the assumption and assignment provisions of the Assigned Contracts (the “Cure Costs”)Treasury Regulation Section 54.4980B-9,Q&A-8; (d) any Liability for Taxes (including the payment thereof) attributable obligation with respect to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (Rollover Vacation Time as determined pursuant to provided in Section 5.116.4(b);; and (e) Transfer Taxes; and (f) subject all accounts payable and accrued liabilities of the Company to Purchaser’s further reviewpay for any products, certain customer deposits goods, raw materials or services delivered or provided to the Company with respect to the Business as of the Closing Date and less than 90 days old. Buyer is not assuming, and shall not be identified deemed to have assumed, any obligations or liabilities of the Company other than the Assumed Liabilities specifically described above. No assumption by Buyer of any of the Assumed Liabilities shall relieve or be deemed to relieve any Seller from any obligation or liability under this Agreement with respect to any representations or warranties made by the Parties in good faith prior Sellers to the ClosingBuyer.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein and in the Sale Order of this Agreement, Purchaser shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing Closing, Purchaser shall pay, performperform and discharge when due, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following liabilities, obligations and commitments of Seller and the Selling Subsidiaries (other than any Excluded Liabilities, without duplication ) (collectively, the “Assumed Liabilities”): (ai) all Liabilities arising out liabilities, obligations and commitments of or relating Seller and the Selling Subsidiaries under the Assigned Contracts to the ownership extent such liabilities, obligations and commitments arise from the operation or conduct of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable Business after the Closing); (bii) all Liabilities (i) liabilities, obligations and commitments included as a Current Liability in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 calculation of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts Final Working Capital Amount (collectively, the “Cure CostsAssumed Current Liabilities”); (diii) any Liability for Taxes (including the payment thereof) attributable all liabilities, obligations and commitments with respect to the Acquired Assets for a taxable period Business Employees (or portion thereofany dependent or beneficiary of any Business Employee) beginning after the Closing Date (as determined that Purchaser has specifically agreed to assume pursuant to Section 5.115.12 (collectively, the “Covered Employee Liabilities”); (eiv) all liabilities, obligations and commitments for (A) Taxes to the extent arising out of, relating to or in respect of the Business or the Acquired Assets, in each case for all Post-Closing Tax Periods and (B) 50% of all Transfer Taxes; (v) all liabilities, obligations and commitments that both (A) arise after the Closing under any Medicare or Medicaid provider agreement of the Business or to any Third Party Payor, any Governmental Entity and/or any patient and (B) relate to any receivable or other asset that was included as a Current Asset in the calculation of the Final Working Capital Amount (regardless of whether the liability, obligation or commitment relates to the operation or conduct of the Business prior to or after Closing); and (fvi) subject all liabilities, obligations and commitments not listed above to Purchaser’s further reviewthe extent (A) arising from the operation or conduct of the Business after the Closing or (B) arising from the ownership, certain customer deposits to be identified by the Parties in good faith prior to lease, operation, use or condition of any Acquired Asset after the Closing. (b) Seller and the Selling Subsidiaries shall retain and Purchaser shall not assume any liabilities, obligations or commitments of Seller and the Selling Subsidiaries other than the Assumed Liabilities. The term “Excluded Liability” means (in each case, to the extent not constituting an Assumed Current Liability):

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein and in of this Agreement, the Sale Order Company shall assume, effective as of the Closing, Purchaser shall irrevocably assume from each Seller (and from and after the Closing the Company shall pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), perform and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaserdischarge when due, only the following liabilities, obligations and commitments of each Seller; provided however, that Collaboration Expenses and Reconciliation Payments shall be apportioned in accordance with Section 5.08: (i) all liabilities, obligations and commitments of each Seller under the Assigned Contracts to the extent such liabilities, obligations and commitments arise from the operation or conduct of the Business after the Closing; (ii) all liabilities, obligations and commitments of each Seller in respect of Product Liability Claims (as defined in the Collaboration Agreement) by any person in respect of any Product (as defined in the Collaboration Agreement), other than to the extent such liabilities, obligations or commitments constitute Excluded Collaboration Liabilities; (iii) all liabilities, without duplication obligations and commitments of each Seller to the extent arising from the ownership of the Acquired Assets after the Closing; and (collectivelyiv) all liabilities, obligations and commitments of each Seller with respect to the Transferred Employees relating to employment or employee benefits that the Company has specifically agreed to assume pursuant to the Employment Matters Agreement (the “Covered Employee Liabilities”). The liabilities, obligations and commitments of each Seller described in clauses (i), (ii), (iii) and (iv) of this Section 1.03(a) are collectively referred to herein as the “Assumed Liabilities”):” (it being understood and agreed, however, that the term Assumed Liabilities shall in no event include any of the liabilities, commitments or obligations described below in clauses (i) through (ix) of Section 1.03(b)). (ab) Notwithstanding anything in Section 1.03(a) or any other provision of this Agreement or any Transaction Document to the contrary, and regardless of any disclosure to the Company, except for the Assumed Liabilities, the Company shall not assume or be liable for any liabilities, commitments or obligations of Lucky Parent, any Seller or any of their affiliates, of any kind (the “Excluded Liabilities”), all Liabilities of which shall be retained and paid, performed and discharged when due by Lucky Parent, each Seller or any of their affiliates, as applicable, including the following: (i) any Indebtedness of Lucky Parent, any Seller or any of their affiliates, or any Guarantee by Lucky Parent, any Seller or any of their affiliates of any Indebtedness; (ii) any liability, obligation or commitment (A) arising out of any actual or alleged breach by Lucky Parent, any Seller or any of their affiliates of, or nonperformance by Lucky Parent, any Seller or any of their affiliates under, any Contract (including any Assigned Contract) prior to the Closing or (B) except as otherwise provided in Section 1.03(a)(ii), accruing under any Assigned Contract with respect to any period prior to the Closing; (iii) any liability, obligation or commitment arising from or relating to (A) except as otherwise provided in Section 1.03(a)(ii), the operation or conduct of the Business prior to the Closing or any Seller’s ownership, operation or use of any Acquired Asset (including any Business Intellectual Property) or Excluded Asset prior to the Closing, (B) any Excluded Collaboration Liability or (C) any actual or alleged violation by Lucky Parent, any Seller or any of their affiliates of any Applicable Law; (iv) any liability, obligation or commitment of any Seller that relates to, or that arises from, any Excluded Asset, or that arises out of the distribution to, or ownership or operation by, any Seller of the Excluded Assets or associated with the realization of the benefits of any Excluded Asset; (v) any liability, obligation or commitment for Taxes, whether or not accrued, assessed or currently due and payable, (A) arising out of or relating to the ownership and Acquired Assets or the operation or conduct of the Acquired AssetsBusiness, Assigned Contracts in each case, for any Pre-Closing Tax Period or Acquired Businesses(B) of any Seller for any taxable period; (vi) any liability, arising at obligation or after the Petition Date that are due commitment for transfer, documentary, sales, use, registration, value-added and payable after the Closing other similar Taxes (including, for without limiting the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 generality of the Bankruptcy Code foregoing, all Taxes on chargeable gains) and related amounts (including any penalties, interest and additions to Tax) incurred in connection with this Agreement, the assumption Transaction Documents, the Acquisition and assignment of the Assigned Contracts other transactions contemplated hereby and thereby (the “Cure CostsTransfer Taxes”); (dvii) any Liability for Taxes (including liability, obligation or commitment arising out of or in connection with any Environmental Law, any Release of or exposure to Hazardous Materials or any Environmental Claim, in each case to the payment thereof) attributable extent arising from or relating to the ownership or operation of, or any act or omission occurring or condition existing with respect to, the Business, the Acquired Assets for a taxable period (or portion thereof) beginning after any property currently or formerly owned, leased, operated or used in connection with the Closing Date (as determined pursuant Business prior to Section 5.11)the Closing; (eviii) Transfer Taxesany liability, obligation or commitment relating to employment or employee benefits, other than the Covered Employee Liabilities; and (fix) subject to Purchaser’s further reviewany liability, certain customer deposits to obligation or commitment for any fees or expenses incurred by Lucky Parent, any Seller or any of their affiliates (including the fees and expenses of legal counsel, and fees and expenses of any accountant, auditor, broker, financial advisor or consultant retained by or on behalf of Lucky Parent, any Seller or any of their affiliates) arising from or in connection with this Agreement, the Transaction Documents, the Acquisition or any of the other transactions contemplated hereby or thereby. (c) The Company shall acquire the Acquired Assets free and clear of all liabilities, obligations and commitments of Lucky Parent, any Seller or any of their affiliates, other than the Assumed Liabilities, and free and clear of all Liens, other than Permitted Liens. For clarity, none of Jupiter Parent or any of its affiliates (other than the Company) shall assume or be identified by the Parties in good faith prior to the Closingliable for any liabilities, commitments or obligations of Lucky Parent, any Seller or any of their affiliates (whether they may be Assumed Liabilities, Excluded Liabilities or otherwise).

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order Order, effective as of the Closing, in addition to the payment of the Cash Payment in accordance with Section 2.1, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication and only to the extent not paid prior to the Closing (collectively, the “Assumed Liabilities XE “Assumed Liabilities” ”): (a) all Liabilities arising out The obligations (the “Assumed Vendor Liabilities”) of or relating Seller with respect to the ownership Critical Vendors (which for the avoidance of doubt, shall exclude the Seller-Responsible Vendor Liabilities); (b) The Liabilities of Seller from and operation of the Acquired Assets, Assigned Contracts or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing Date (including, for the avoidance of doubt, accounts payable due cure costs as contemplated in Section 365(b) of the Bankruptcy Code other than Seller-Responsible Vendor Liabilities on account of any Seller-Responsible Cure Amount for any Assigned Contract in which the counterparty is a Critical Vendor) with respect to Contracts and payable after leases (“Designated Contracts”) that Purchaser chooses to assume at Closing, which list of Designated Contracts is included as Schedule 1.3(b) hereto and may be amended at the sole discretion of Purchaser up to the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing and (ii) assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 To the extent not Assumed Liabilities under Sections 1.3(a) and (b) of the Bankruptcy Code Agreement, the Liabilities of Seller under the Vehicle Rental Agreements in connection with effect as of or any time after the assumption and assignment Petition Date including, without limitation, Liabilities relating to the administration of the Assigned Contracts (the “Cure Costs”)Vehicle Rental Agreements including application or release of driver security deposits; (d) any Liability for Taxes All Liabilities of Seller and HFIS under Automobile Insurance Programs whether arising prior to or after the Closing including without limitation (i) deductibles; (ii) claims, (iii) self-insured retentions; and (iv) fees, costs and expenses related to the Automobile Insurance Programs and the processing of claims thereunder; (e) All Liabilities (including all government charges or fees) arising out of the payment thereofownership of the Acquired Assets, in each case, from and after the Closing Date; (f) attributable All Liabilities (including, for the avoidance of doubt, Taxes other than income Taxes of Seller) relating to amounts required to be paid, or actions required to be taken or not to be taken, by Purchaser under the Transaction Agreements; and (g) Without duplication: (i) all Taxes with respect to the Acquired Assets for a any taxable period (or portion thereof) beginning after the Closing Date Date; and (as determined ii) all non-income Taxes with respect to the Acquired Assets for any Straddle Period (other than Transfer Taxes to be paid by Seller pursuant to Section 5.11); (e9.1) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by or any period after the Parties in good faith prior to the ClosingClosing Date.

Assumption of Certain Liabilities. On 1.2.1 Upon the terms and subject to the conditions set forth herein of this Agreement, at the Closing on the Closing Date and in the Sale Order effective as of the ClosingEffective Time, Purchaser shall irrevocably assume from each Seller (and from and after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication liabilities (collectively, the “Assumed Liabilities”): 1.2.1.1 the obligations of Sellers under the Assigned Contracts to the extent such obligations (aA) are applicable to and accrue with respect to periods subsequent to the Effective Time and (B) are accompanied by a correlated duty of performance or payment on the part of the other parties thereto; 1.2.1.2 the trade accounts payable of Sellers in connection with the Target Business incurred in the Ordinary Course of Business which as of the date hereof are set forth on Schedule 1.2.1.2, but only to the extent the same are included as current liabilities in the Closing Net Working Capital on the Closing Statement, as finally determined pursuant to this Agreement; and 1.2.1.3 accrued expenses (excluding Taxes) of the Target Business incurred by Sellers in the Ordinary Course of Business which as of the date hereof are set forth on Schedule 1.2.1.3 but only to the extent the same are included as current liabilities in the Closing Net Working Capital on the Closing Statement, as finally determined pursuant to this Agreement. Purchaser shall not assume, incur, guarantee, or otherwise be obligated with respect to any liability whatsoever of Sellers other than the Assumed Liabilities. With respect to any of the Assumed Liabilities, such assumption by Purchaser is for the benefit only of Sellers and shall not expand, increase, broaden, or enlarge the rights or remedies of any other party, nor create in any other party any right against Purchaser that such party would not have against Sellers if this Agreement had not been consummated. 1.2.2 Except as expressly provided in Section 1.2.1, Purchaser does not hereby and will not assume or become liable for and shall not be obligated to pay or satisfy any obligation, debt or liability whatsoever, whether fixed, contingent or otherwise, of the Target Business or Sellers or any other Person, including, without limitation any Indebtedness or other claim, liability, obligation or Tax arising out of the ownership or use of the Target Assets or circumstances or occurrences or the operations of the Target Business or transactions contemplated by this Agreement or Seller or any other Person prior to the Effective Time and whether or not disclosed on the Schedules attached hereto, and regardless of when or by whom asserted (collectively, the “Excluded Liabilities”). Without limiting the foregoing and for the avoidance of doubt, the Assumed Liabilities shall in no event include, and the Excluded Liabilities shall include (but not be limited to), the Specifically Excluded Liabilities. The Excluded Liabilities shall remain the responsibility and obligation of Sellers after Closing, and Sellers shall pay and discharge all Liabilities such liabilities as and when due. 1.2.3 For purposes of this Agreement, “Specifically Excluded Liabilities” means (i) Sellers’ liabilities or obligations under this Agreement; (ii) Sellers’ liabilities or obligations for any fees and expenses incident to or arising out of the consummation of the transactions contemplated hereby (including all transaction related bonuses or benefits payable to any officer, director, manager, employee, shareholder, member or Affiliate of Sellers); (iii) any liability or obligation of Sellers for Taxes for any taxable period or year, except as otherwise provided in Section 9.4 or Section 9.5; (iv) any liability or obligation of any Seller for Taxes of any Person, including any Affiliate of any Seller or any other Seller under Treasury Regulation Section 1.1502 6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract or otherwise, except Taxes imposed pursuant to Assigned Contracts for events occurring after the Closing Date except for those Contracts a principal purpose of which is the allocation, apportionment or sharing of Taxes; (v) Sellers’ liabilities or obligations with respect to Indebtedness; (vi) liabilities or obligations of Sellers arising by reason of any violation or alleged violation of any Law; (vii) any liabilities or obligations of Sellers arising under any Environmental Law, where the facts, events or conditions underlying such liability or obligation occurred or existed on or prior to the Closing Date, irrespective of whether such liability attaches to Sellers or Purchaser in the first instance, (viii) Sellers’ liabilities or obligations arising out of or related to any breach or alleged breach by Seller of any Contract, in each case, regardless of when any such liability or obligation is asserted; (ix) liabilities or obligations which Purchaser may become liable for as a result of or in connection with the failure by Purchaser or Sellers to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor in interest” theories of liability; (x) Sellers’ liabilities or obligations for tort claims, known or unknown, and any related claims and litigation arising prior to, on or after the Closing Date; (xi) Sellers’ liabilities or obligations relating to any other Action arising out of or in connection with Sellers’ conduct of the Target Business or otherwise (including the Actions set forth on Schedule 4.4), or any other conduct of Sellers or Sellers’ respective officers, directors, managers, employees, consultants, agents or advisors prior to the Closing; (xii) Sellers’ liabilities or obligations relating to employees who are offered employment by Purchaser in accordance this Agreement but who decline to accept such offer; (xiii) any liabilities, obligations or responsibilities relating to or arising under any Benefit Plan, any “employee benefit plan” (as defined ERISA) or any other employee benefit plan, program or arrangement at any time maintained or contributed to by any Sellers or any ERISA Affiliate, or with respect to which Sellers or any ERISA Affiliate has any liability or potential liability; (xiv) any liabilities or obligations with respect to any of the Excluded Assets (including the Excluded Business); (xv) any liability of Sellers to any Affiliate of any Seller (including any shareholder of such Affiliate); (xvi) any liability to indemnify, reimburse or advance amounts to any officer, director, manager, employee or agent of Sellers; (xvii) any liability to distribute to any of shareholders, members or other securityholder of any Seller or otherwise apply all or any part of the consideration received hereunder, including any liability of Sellers arising as a result of the exercise by any of its shareholders or members of such Person’s right (if any) to dissent from the transactions contemplated hereby and seek appraisal rights; (xviii) any liability under any Contract not included as an Assigned Contract, including any liability arising out of or relating to the ownership and operation of the Acquired Assets, Assigned Contracts any employment or Acquired Businesses, arising at similar Contract to which any Seller is a party or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing); (b) all Liabilities (i) in respect of Transferred Employees arising at or after the Closing otherwise bound; and (iixix) any other liability or obligation of Sellers not expressly assumed by Purchaser pursuant to Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closing1.2.

Assumption of Certain Liabilities. Avanex shall not assume any Liabilities of Corning except for those Liabilities which Avanex expressly assumes pursuant to this Section 3.5. On the terms and subject to the conditions set forth herein of this Agreement, Avanex shall, on the Closing Date (as defined below), assume only the following liabilities and in obligations of Corning (the Sale Order effective as “Assumed Corning Liabilities”): (i) all obligations and liabilities of Corning under the ClosingCorning Transferred Agreements and the Corning Transferred Third Party IP Contracts, Purchaser shall irrevocably assume from each Seller but only to the extent such liabilities or obligations (and A) first arise or are first incurred from and after the Closing payDate, perform, discharge, to the extent such Corning Transferred Agreements or otherwise satisfy in accordance with their respective termsCorning Transferred Third Party IP Contracts are assigned and transferred to Avanex at the Closing Date or to the extent the benefits and obligations of any Corning Transferred Agreement or Corning Transferred Third Party IP Contracts not properly assigned or transferred to Avanex at the Asset Purchase Closing shall exist for the account of Avanex pursuant to Section 8.9(d)(iii), and such Seller shall irrevocably transfer(B) do not arise from or relate to a breach by Corning of any provision of the Corning Transferred Agreements prior to the Closing Date, assign(C) do not arise from or relate to any event, conveycircumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any of the Corning Transferred Agreements or Corning Transferred Third Party IP Contracts, and deliver (D) are in exchange for consideration which is included in the Purchased Corning Assets received by Corning prior to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”):Closing Date, (aii) all Liabilities arising out of or obligations and liabilities relating to the ownership and ownership, use or operation of the Acquired Assets, Assigned Contracts Purchased Corning Assets by Avanex which first arise or Acquired Businesses, arising at or are first incurred from and after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Asset Purchase Closing);, (biii) the Corning Repair and Warranty Obligations, (iv) all obligations and Liabilities (i) in respect of Transferred Employees arising at assumed or after the Closing and (ii) assumed agreed to by Purchaser pursuant to Avanex under Section 5.9; (c) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; 8.4, and (fv) subject to Purchaser’s further review, certain customer deposits to be identified by all obligations and Liabilities first arising under the Parties in good faith prior to Corning Milan Lease Agreement following the ClosingClosing Date.

Assumption of Certain Liabilities. On the terms and subject to the conditions set forth herein and in the Sale Order effective as of (a) At the Closing, Purchaser shall irrevocably each of the Purchaser, Continental and Mattituck will, jointly and severally, assume from each Seller (and from become responsible for, and will thereafter pay, perform and discharge when due, all of the following liabilities, whether absolute or contingent, known or unknown, matured or unmatured or whether arising prior to or after the Closing pay, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver to Purchaser, only the following Liabilities, without duplication (collectively, the “Assumed Liabilities”):) pursuant to an Assumption Agreement in the form attached to this Agreement as Exhibit A (the “Assumption Agreement”); provided, however, that nothing contained herein shall require the Purchaser to pay or discharge any liabilities or obligations expressly assumed hereunder so long as the Purchaser shall in good faith contest or cause to be contested the amount or validity thereof; provided, further, that notwithstanding the foregoing, as between Purchaser and Seller, Purchaser shall pay or discharge when due the amount of any such liabilities or obligations, or portion thereof, (i) that are not being contested in good faith, (ii) that are reimbursable pursuant to Section 7.5, (iii) which are found by a court or Governmental Entity (and such finding is binding, final and not subject to further appeal) to be legitimate liabilities or obligations or (iv) which it voluntarily agrees to pay despite there being a good faith reason for contesting them: (ai) all Liabilities liabilities of the Seller (including any liabilities of their respective predecessors, Subsidiaries and Affiliates for which Seller has liability) related to the Business, including, without limitation, all aviation- and product liability-related litigation and claims and future aviation- and product liability-related litigation and claims related to or arising out of the Continental Business or relating the Mattituck Business (which claims include, without limitation, those claims listed on Schedule 4.12 of the Disclosure Schedules) and any self-insured retentions and deductibles related to the ownership Existing Policies; provided, however, that to the extent that such assumption would result in a claim or liability that would otherwise be covered under the Existing Policies to no longer be covered under such Existing Policies, then such claim or liability shall not be assumed by the Purchaser, Continental or Mattituck and operation instead the Purchaser, Continental and Mattituck shall, jointly and severally, promptly reimburse the Seller for any amounts actually paid (provided such payments were made with Purchaser’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed) by the Seller or any of the Acquired AssetsSeller’s Affiliates related to such claim or liability; provided further, Assigned Contracts that the Purchaser, Continental and Mattituck shall conduct activities related to all aviation- and product liability-related litigation and claims and future aviation- and product liability related litigation and claims arising out of the Continental Business or Acquired Businessesthe Mattituck Business (which claims include, arising at without limitation, those claims listed on Schedule 4.12 of the Disclosure Schedules), including with respect to administration, handling, management, defense and settlement in substantially the same manner as if such claim or after liability had been assumed by the Petition Date that are due Purchaser, Continental and payable after Mattituck. (ii) all liabilities and obligations of the Closing (Seller with respect to Employees and former employees which Purchaser has agreed to assume pursuant to Section 8 of this Agreement, including, without limitation, the Teledyne Continental Motors Union 401(k) Plan (“Union 401(k) Plan”) liabilities and those liabilities and obligations for sale bonus and stay/severance bonuses (but not any obligations under annual incentive plans, stock option plans, performance share plans or restricted stock programs) pursuant to sale and stay bonus agreements and severance commitments listed on Schedule 2.3(a)(ii), but excluding any obligations of Seller under any Seller Sponsored Employee Benefit Plans and those payments characterized in those agreements listed on Schedule 2.3(a)(ii) as “Option Alternative Payments”; and (iii) all liabilities and obligations of the avoidance Seller with respect to the Teledyne Aviation Exposure Escrow Fund, including, without limitation, all administrative responsibilities and future contribution obligations, related to those asbestos cases identified on Schedule 4.12 of doubt, accounts payable due the Disclosure Schedules and payable after the Closing);any applicable future asbestos claims. (b) At the Closing, the Purchaser and Continental will assume and become responsible for, and will thereafter pay, perform and discharge when due, all Liabilities of the liabilities and obligations arising from or related to the Purchased Assets pursuant to an Assignment and Assumption Agreement for Intellectual Property in the form attached to this Agreement as Exhibit C (the “Assignment Agreement”); provided, however, that nothing contained herein shall require the Purchaser to pay or discharge any liabilities or obligations expressly assumed hereunder so long as the Purchaser shall in good faith contest or cause to be contested the amount or validity thereof; provided, further, that notwithstanding the foregoing, as between Purchaser and Seller, Purchaser shall pay or discharge when due the amount of any such liabilities or obligations, or portion thereof, (i) that are not being contested in respect of Transferred Employees arising at good faith or after the Closing and (ii) assumed which are found by Purchaser pursuant a court or Governmental Entity (and such finding is binding, final and not subject to Section 5.9;further appeal) to be legitimate liabilities or obligations. (c) all cure costs required to be paid pursuant to section 365 Except as expressly set forth in this Agreement or the Ancillary Agreements, none of the Bankruptcy Code Purchaser, Continental or Mattituck shall assume any other liabilities of the Seller, whether or not in connection with this Agreement and the assumption Ancillary Agreements, and assignment of the Assigned Contracts (the “Cure Costs”); (d) any Liability for Taxes (including the payment thereof) attributable to the Acquired Assets for a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closingtransactions contemplated hereby and thereby.

Assumption of Certain Liabilities. On (a) Upon the terms and subject to the conditions set forth herein in this Agreement, and in specifically Section 1.4 hereof, on the Sale Order effective as Closing Date, Buyer agrees to assume only those liabilities and obligations arising out of or based upon Buyer's ownership and operation of the Closing, Purchaser shall irrevocably assume from each Seller (and Assets from and after the Closing payDate (and in particular, perform, discharge, or otherwise satisfy in accordance with their respective terms), and such Seller shall irrevocably transfer, assign, convey, and deliver respect to Purchaserthe Assumed Contracts, only the following Liabilities, without duplication obligations thereunder to the extent that such obligations are required pursuant to such Assumed Contracts to be performed after the Closing Date) (collectively, the “"ASSUMED LIABILITIES"). (b) Except as otherwise provided in Section 1.4 and Section 1.5 hereof, Buyer shall assume only the Assumed Liabilities”): Liabilities described in subsection (a) above. Except as otherwise provided in Section 1.4 and Section 1.5 hereof, all Liabilities other obligations, debts, Taxes, operating expenses, rent, utilities and other liabilities of Seller of any kind, character or description, whether accrued, absolute, contingent or otherwise, shall not be assumed by Buyer and shall be retained by Seller. Without limitation of the foregoing, but subject to Section 1.4 and Section 1.5 hereof: (i) Buyer shall not assume, and Seller shall retain, all loans, accounts and other amounts payable or to become payable by Seller, whether to financial institutions, officers, stockholders, affiliates or otherwise to any other person; (ii) Buyer shall not assume, and Seller shall retain, all claims, as defined in Section 101(5) of the Bankruptcy Code, asserted or assertable against Seller (collectively, "CLAIMS") (other than those arising out of or relating to the Buyer's assumption, ownership and operation of the Acquired AssetsAssumed Contracts) under Sections 501, Assigned Contracts 502, 503, 505, 506, 507 and 509 of the Bankruptcy Code or Acquired Businesses, arising at or after the Petition Date that are due and payable after the Closing (including, for the avoidance of doubt, accounts payable due and payable after the Closing)otherwise; (biii) Buyer shall not assume, and Seller shall retain, all Liabilities liabilities and obligations of Seller in respect of any federal, state, local or foreign taxes, assessments, charges, duties and fees or similar charges of any kind whatsoever (whether imposed directly or through withholding), including any interest, penalties and additions imposed with respect to such amounts, in each case with respect to the income, operations or assets of Seller (collectively, "TAXES") arising with respect to any period prior to March 8, 1999; and (iv) Buyer shall not assume, and Seller shall retain, all liabilities and obligations under any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation (collectively, "CONTRACTS") of Seller that are not Assumed Contracts, including, without limitation, (i) in respect of Transferred Employees arising at or after the Closing any Contract representing any indebtedness and (ii) assumed by Purchaser pursuant any employment agreements, Employee Plans or other employment related Contracts or arrangements. In particular, but without limitation, Buyer shall not assume any liabilities of Seller under, or be deemed a successor company to Section 5.9; Seller in connection with, any Employee Plan, collective bargaining agreement or other employment related arrangement to which the present or former employees of Seller are or were entitled (c) all cure costs required including any severance arrangements), and shall have no obligation to be paid pursuant to section 365 employ any of the Bankruptcy Code Seller's employees in connection with or after the assumption and assignment transactions contemplated hereby. For purposes of this Agreement, the term "EMPLOYEE PLAN" means any pension, retirement, profit-sharing, deferred compensation, stock purchase, stock option, bonus or other incentive plan, any program, arrangement, agreement or understanding relating to or otherwise affecting the delivery of medical, dental or other health benefits to the current or former employees of Seller, any life insurance, accident, disability, workers' compensation, severance or separation plan, or any other employee benefit plan, including, without limitation, any employee benefit plan (as defined in Section 3(3) of the Assigned Contracts (Employee Retirement Income Security Act of 1974, as amended), and, with respect to all of the “Cure Costs”); (d) any Liability for Taxes (including above, to which Seller contributes or is a party or is bound or under which it may have liability and under which the payment thereof) attributable current or former employees of Seller are or were eligible to the Acquired Assets for participate or derive a taxable period (or portion thereof) beginning after the Closing Date (as determined pursuant to Section 5.11); (e) Transfer Taxes; and (f) subject to Purchaser’s further review, certain customer deposits to be identified by the Parties in good faith prior to the Closingbenefit.