Common use of Assumption of Certain Liabilities Clause in Contracts

Assumption of Certain Liabilities. Except as expressly contemplated by this Section 1.4, Purchaser shall not assume any Liabilities of Seller (whether or not related to the Transferred Assets, the Business or the Excluded Assets). At the Closing, Purchaser shall (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 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 (clauses (A) through (F), collectively, the “Assumed Liabilities”).

Assumption of Certain Liabilities. Except as expressly contemplated by this Section 1.4, Purchaser shall not assume any Liabilities of Seller (whether or not related Upon the terms and subject to the Transferred Assets, the Business or the Excluded Assets). At the Closing, Purchaser shall (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.conditions set forth herein, at the end of such subFirst Closing, GFB-tenancy AS shall agree to guaranty, 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 terms reasonably acceptable to the Closing Date, any Consent required to be obtained from 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)GFB-AS, the respective benefits and burdens under such Seller Contract shall be treated bank debt of approximately $12.9 million 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 1.3 attached hereto (F"Bank Debt") the Liabilities consisting of Seller arising nine lenders holding as collateral, limited partner investor notes in the ordinary course approximate amount of business from $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 Bank Debt, at their cost, continue to use their best efforts on collection of the Investor Notes, which shall 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 or agree to pay any other liabilities or obligations of Grand Court, the limited partners of the Partnerships, the Partnership, or 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 July 31such 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, 2018 through to it is expressly understood that GFB-AS shall not be liable for and including do not assume any of Grand Court's, the Closing limited partners' of the Partnerships, the Partnerships', or any other entity's obligations or liabilities (clauses 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 (Aa) through any claims for workmen's compensation, (Fb) 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), collectively(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 “Assumed Liabilities”)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 Partnerships, before the First Closing, as to the Partnerships, (h) any liability of Grand Court or the Partnerships relating to employee benefit plans maintained by Grand Court or the Partnerships, before the First Closing, as to the Partnerships, (i) any liability arising out of or incurred in respect of any transaction of Grand Court occurring before or after the First Closing, (j) any liability for any accrued and unpaid federal, state, or local taxes of Grand Court based on income of its employees, (k) any trade or other accounts payable of Grand Court or the Partnerships, or (l) any other liability or obligation of Grand Court or the Partnerships other than the Bank Debt, unless such liabilities are set forth on Schedule 1.3 attached hereto.

Assumption of Certain Liabilities. Except as expressly contemplated by Subject to the terms and conditions of this Section 1.4Agreement, Purchaser Buyers shall not assume any Liabilities and perform and pay: (i) those liabilities and obligations of Seller (whether accruing or not related to the Transferred Assetsarising on and after May 1, the Business or the Excluded Assets). At the Closing, Purchaser shall 1997 (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 any Person with respect to the assignment or delegation to Purchaser of any rights or obligations Stores' utilities and merchant association dues and expenses, (B) under a Seller Contract identified on Schedule 1.1(d)the Stores' leases, the respective benefits and burdens under such Seller Contract shall be treated as set forth in Section 6.11; (DC) 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 's purchase orders existing at the Closing (subject to Section 8(a)(i) below), and third fiscal quarters (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 its fiscal year ending December 31One Hundred Sixty-Six Thousand Six Hundred Sixty-Seven Dollars ($166,667) (or such lesser amount as the Company and Gilbxxx Xxxxxxxxx xxx agree, 2018provided 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 Buyers pursuant to the preceding sentence and the other provisions of this Agreement, Buyers shall not assume and shall in no event be 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 this Section 3 shall be evidenced by an assumption agreement setting forth such obligations, in the Liabilities form attached hereto as Exhibit "A" (the "Assumption Agreement"). All liabilities and obligations of Seller set forth on Schedule 1.4; and (F) not assumed by Buyers pursuant to this Section 3 shall hereinafter be referred to as the Liabilities of Seller arising in the ordinary course of business from and after July 31, 2018 through to and including the Closing (clauses (A) through (F), collectively, the “Assumed "Retained Liabilities”)."

Assumption of Certain Liabilities. Except Buyer will assume, pay and perform only the following obligations and liabilities of Seller arising in connection with the Film Assets: (a) the outstanding principal and interest as expressly contemplated by this of the Closing Date on the loans owed to Buyer or any Affiliate of Buyer relating to the motion pictures "Color of Night", "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 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 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 1.42.13 below, Purchaser 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 (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 Date, but only if such obligations are specifically listed on SCHEDULE 2.1 attached hereto. Buyer shall not assume and shall not be liable for any Liabilities other liabilities or obligations except as expressly set forth in the preceding sentence, including without limitation the following excluded liabilities (collectively, the "EXCLUDED LIABILITIES"): (1) any claims against Seller or any obligations or liabilities of Seller (whether or not related including, without limitation, all claims, obligations and liabilities relating to the Transferred Assetsclaims described on SCHEDULE 3.14 attached hereto) which arise from facts, the Business circumstances, conditions, actions or the Excluded Assets). At the Closing, Purchaser shall (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 failures 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 take actions existing or occurring prior to the Sublease AgreementClosing Date regardless of whether any suit, dated as of December 27, 2017, between Say Media, Inc. and Cloudpassage, Inc., at the end of such sub-tenancy on claim 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, proceeding related thereto was commenced prior to the Closing Date, other than the liabilities assumed in (a), (b) or (c) above; (2) any Consent required to be obtained claims against Seller or Seller's Affiliates or any obligations or liabilities of Seller or Seller's Affiliates arising from any Person with respect or related to the assignment Xxxxx Xxxxxx Bros. Soundtrack Rights or delegation to Purchaser of any rights arising under the Xxxxx Xxxxxx Bros. Soundtrack Agreement, in either case, whether or not such 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 liabilities arise before or after 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 1.4Date; and (F3) any obligations or liabilities to the Liabilities shareholders of Seller arising Seller, in the ordinary course of business from their capacities as shareholders, whether or not such obligations and liabilities arise before or after July 31, 2018 through to and including the Closing (clauses (A) through (F), collectively, the “Assumed Liabilities”)Date.

Assumption of Certain Liabilities. Except as expressly contemplated by this Section 1.4, Purchaser shall not assume any Liabilities of Seller (whether or not related a) Upon the terms and subject to the Transferred Assetsconditions set forth in this Agreement, Buyer agrees to assume only (i) Seller’s accounts payable and accrued expenses identified on Schedule 1.3(a)(i) to this Agreement, but only up to the amount shown on such Schedule for each of such accounts payable and accrued expenses (collectively, the Business or the Excluded Assets). At the Closing, Purchaser shall (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 AmountPayables”); and (Bii) 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. those liabilities 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 Assumed Contracts identified on Schedule 1.1(d1.3(a)(ii) to this Agreement and the obligations under the Real Property LeasesAssumed Contracts to the extent that such obligations are required pursuant to such Contracts to be performed after the Closing Date (collectively, the “Assumed Contract Liabilities”); provided, however, if and (iii) Seller’s express obligations under its standard written warranty to repair or replace products sold by Seller shall not have obtained, 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 Date, any Consent required to be obtained from any Person with respect to the assignment or delegation to Purchaser of any rights or obligations under a Seller Contract and identified on Schedule 1.1(d1.3(a)(iv) to this Agreement (the “Assumed Prepayment/Deposit Obligations”), 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 (Fv) the Liabilities Assumed PTO Obligations (as defined in Section 5.7(d) of Seller arising in the ordinary course this Agreement) assumed pursuant to Section 5.7(d) of business from and after July 31, 2018 through to and including the Closing this Agreement (clauses (A) through (F), 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”).

Assumption of Certain Liabilities. Except At, and effective as expressly contemplated by this Section 1.4of, Purchaser shall not the --------------------------------- Closing Date, Buyer shall: accept, assume any Liabilities of Seller (whether or not related and pay, when such payment is required to be made under applicable Law, the obligations and liabilities to the Transferred AssetsEmployees, the Business or Post-Closing Hires and the Excluded AssetsDe-Selected Employees (all as hereinafter defined) for accrued vacation as described in Section 1.3(a); and -------------- accept, assume and comply with the liabilities and obligations of the Sellers arising under the Subsidiaries' Assigned Contracts and the Xxxxxxxx'x Assigned Contracts (collectively, the "Assigned Contracts"), unless any such contract ------------------ shall have been excluded from the Purchased Assets in accordance with Section ------- 1.3(b) and, subject to the provisions of Section 5.13, HRC's liabilities and ------ ------------ obligations under the Additional Truck Leases (the liabilities and obligations being assumed by Buyer being collectively referred to herein as the "Assumed ------- Liabilities"). At Without limiting the Closinggenerality of the foregoing, Purchaser the Assumed ----------- Liabilities shall (A) assume include the lesser obligations and liabilities of (x) One Million Five Hundred Thousand Dollars ($1,500,000) of indebtedness the respective Sellers under the Sallyport Facility Assigned Contracts 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 AgreementAdditional Truck Leases, 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, whether existing prior to or after the Closing Date, including, but not limited to, obligations to make payments or to take any Consent required other actions to cure any defaults on the part of the respective Sellers under the Assigned Contracts under Bankruptcy Code Section 365. Following the Closing, Buyer shall perform and satisfy, and shall be obtained 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 Person with respect to the assignment liabilities, debts or delegation to Purchaser obligations of any rights Seller, whether accrued, absolute, matured, contingent or obligations under a Seller Contract identified on Schedule 1.1(d), the respective benefits otherwise (and burdens under such Seller Contract those liabilities which are not Assumed Liabilities 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 (clauses (A) through (F"Excluded Liabilities"), collectively, the “Assumed Liabilities”).. ---------------------

Assumption of Certain Liabilities. Except as expressly contemplated by this Section 1.4, Purchaser shall not assume any Liabilities of Seller (whether or not related a) Upon the terms and subject to the Transferred Assetsconditions set forth in this Agreement, Buyer agrees to assume only (i) Seller’s accounts payable and accrued expenses identified on Schedule 1.3(a)(i) to this Agreement, but only up to the amount shown on such Schedule for each of such accounts payable and accrued expenses (collectively, the Business or the Excluded Assets). At the Closing, Purchaser shall (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 AmountPayables”); and (Bii) 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. those liabilities 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 Assumed Contracts identified on Schedule 1.1(d1.3(a)(ii) to this Agreement and the obligations under the Real Property LeasesAssumed Contracts to the extent that such obligations are required pursuant to such Contracts to be performed after the Closing Date (collectively, the “Assumed Contract Liabilities”); provided, however, if and (iii) Seller’s express obligations under its standard written warranty to repair or replace products sold by Seller shall not have obtained, 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 Date, any Consent required to be obtained from any Person with respect to the assignment or delegation to Purchaser of any rights or obligations under a Seller Contract and identified on Schedule 1.1(d)1.3(a)(iv) to this Agreement (the “Assumed Prepayment/Deposit Obligations (collectively, the respective benefits Assumed Prepayment/Deposit Obligations, Contract Warranty Obligations, the Assumed Contract Liabilities 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 (clauses (A) through (F), collectively, Assumed Payables being called the “Assumed Liabilities”).

Assumption of Certain Liabilities. Except as expressly contemplated by this Section 1.4, Purchaser shall not assume any Liabilities of Seller (whether or not related Upon the terms and subject to the Transferred Assets, the Business or the Excluded Assets). At the Closing, Purchaser shall (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.conditions set forth herein, at the end of such sub-tenancy First Closing, Triad shall agree to guaranty, 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 terms reasonably acceptable to the Closing Date, any Consent required to be obtained from 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)Triad, the respective benefits and burdens under such Seller Contract shall be treated bank debt of approximately $12.9 million 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 1.3 attached hereto (F"Bank Debt") the Liabilities consisting of Seller arising nine lenders holding as collateral, limited partner investor notes in the ordinary course approximate amount of business from $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 Bank Debt, at their cost, continue to use their best efforts on collection of the Investor Notes, which shall include litigation if necessary, that Triad or Grand Court, if requested, will send out the standard notices of collection, and after July 31the best efforts of Grand Court, 2018 through if requested, to assist in the collection process and including 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 or agree to pay any other liabilities or obligations of Grand Court, the Closing limited partners of the Partnerships, the Partnership, or any other entity. It is expressly understood that Triad and Capital shall not be liable for and do not assume any of Grand Court's, the limited partners' of the Partnerships, the Partnerships', or any other entity's obligations or liabilities (clauses 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 (Aa) through any claims for workmen's compensation, (Fb) 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), collectively(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 “Assumed Liabilities”)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 Partnerships, before the First Closing, as to the Partnerships, (h) any liability of Grand Court or the Partnerships relating to employee benefit plans maintained by Grand Court or the Partnerships, before the First Closing, as to the Partnerships, (i) any liability arising out of or incurred in respect of any transaction of Grand Court occurring before or after the First Closing, (j) any liability for any accrued and unpaid federal, state, or local taxes of Grand Court based on income of its employees, (k) any trade or other accounts payable of Grand Court or the Partnerships, or (l) any other liability or obligation of Grand Court or the Partnerships other than the Bank Debt, unless specifically assumed in writing by Triad or Capital as set forth on Schedule 1.3 attached hereto.

Assumption of Certain Liabilities. Except as expressly contemplated by this Section 1.4, Purchaser shall not assume any Liabilities of Seller (whether or not related Upon the terms and subject to the Transferred Assets, the Business or the Excluded Assets). At the Closing, Purchaser shall (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.conditions set forth herein, at the end of such subFirst Closing, GFB-tenancy AS shall agree to guaranty, 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 terms reasonably acceptable to the Closing Date, any Consent required to be obtained from 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)GFB-AS, the respective benefits and burdens under such Seller Contract shall be treated bank debt of approximately $12.9 million 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 1.3 attached hereto (F"Bank Debt") the Liabilities consisting of Seller arising nine lenders holding as collateral, limited partner investor notes in the ordinary course approximate amount of business from $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 Bank Debt, at their cost, continue to use their best efforts on collection of the Investor Notes, which shall 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 or agree to pay any other liabilities or obligations of Grand Court, the limited partners of the Partnerships, the Partnership, or 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 July 31such 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, 2018 through to it is expressly understood that GFB-AS shall not be liable for and including do not assume any of Grand Court's, the Closing limited partners' of the Partnerships, the Partnerships', or any other entity's obligations or liabilities (clauses 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 (Aa) through any claims for workmen's compensation, (Fb) 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), collectively(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 “Assumed Liabilities”)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 Partnerships, before the First Closing, as to the Partnerships, (h) any liability of Grand Court or the Partnerships relating to employee benefit plans maintained by Grand Court or the Partnerships, before the First Closing, as to the Partnerships, (i) any liability arising out of or incurred in respect of any transaction of Grand Court occurring before or after the First Closing, (j) any liability for any accrued and unpaid federal, state, or local taxes of Grand Court based on income of its employees, (k) any trade or other accounts payable of Grand Court or the Partnerships, or (1) any other liability or obligation of Grand Court or the Partnerships other than the Bank Debt, unless such liabilities are set forth on Schedule 1.3 attached hereto.

Assumption of Certain Liabilities. Except On the terms and subject to the conditions set forth herein and in the Sale Order, effective as expressly contemplated by this of the Closing, in addition to the payment of the Cash Payment in accordance with Section 1.42.1, Purchaser shall not irrevocably assume any Liabilities of from Seller (whether and from and after the Closing pay, perform, discharge, or not related otherwise satisfy in accordance with their respective terms), and Seller shall irrevocably convey, transfer, and assign to Purchaser, only the following Liabilities, without duplication and only to the Transferred Assets, the Business or the Excluded Assets). At the Closing, Purchaser shall (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 extent 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 Liabilities are not have obtained, paid prior to the Closing Date, any Consent required to be obtained from 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 (clauses (A) through (F), collectively, the “Assumed Liabilities”): all Liabilities of Seller under the Assigned Contracts that arise and accrue after the Closing, relate exclusively to periods following the Closing and are by their terms to be observed, paid, discharged and performed following the Closing; 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”); all Liabilities (including all Liabilities arising under Environmental Laws and all applicable Taxes) arising out of the conduct of the Business or the use, ownership or operation of the Acquired Assets, in each case, from and after the Closing Date, excluding all obligations, liabilities and commitments for Accounts Payable; all Liabilities relating to amounts required to be paid, or actions required to be taken or not to be taken, by Purchaser under this Agreement, including any Transfer Taxes; all Liabilities assumed by Purchaser pursuant to Section 6.3; and all Liabilities set forth on Schedule 1.3(f).

Assumption of Certain Liabilities. Except as expressly contemplated by this Section 1.4On the terms and subject to the conditions set forth herein, on the Transfer Date, Purchaser shall not will acquire the Assets subject to, and will agree to assume any Liabilities of Seller (whether or not related to the Transferred Assets, the Business or the Excluded Assets). At the Closing, Purchaser shall (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 tenant obligations of Seller under the Seller Contracts identified on Schedule 1.1(d) Lease Agreements assumed and under purchased hereunder and all obligations to layaway customers as evidenced through valid agreements at the Real Property Leases; provided, however, if Seller shall not have obtained, prior to the Closing Date, any Consent required to be obtained from any Person with respect to the assignment or delegation to Purchaser time 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 Transfer located in the ordinary course of business from and after July 31, 2018 through stores (the foregoing obligations are collectively referred to and including the Closing (clauses (A) through (F), collectively, the herein as “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 (labor, material and equipment) 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 in any way connected with the Business prior to the Transfer Date, and Seller agrees to take such action after the Closing and Transfer Date as set forth herein, as may be required to defend the title of Purchaser and confirm the sale of the Business and the Assets to Purchaser sold hereunder.