Common use of Assumption of Certain Obligations Clause in Contracts

Assumption of Certain Obligations. Buyer shall not, by the execution, delivery and performance of this Agreement, assume, be bound by or otherwise be responsible for any liability or obligation of Seller of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whatsoever whether arising out of occurrences prior to, at or after the date hereof, with reference to the Assets except those obligations assumed by Buyer under those certain licenses. Without limiting the foregoing, it is understood that Buyer does not assume, undertake or accept any obligations, duties, responsibilities or liabilities of Seller that now exist or may arise in the future with respect to matters occurring on or prior to the Closing (a) to any contract which does not relate expressly to the Masters; (b) to any employee or former employee of Seller or any of such employee's beneficiaries, heirs or assigns, arising out of such employee's or former employee's employment by Seller, or out of the transactions contemplated by this Agreement; (c) with respect to (i) any income, profits, property, excise or similar taxes (it being understood that Seller shall pay and be responsible for any and all taxes related to the operations of the Business through the Closing), or (ii) any claims for any personal injuries, property damage or consequential damage relating to products sold or manufactured by Seller on or prior to the Closing; (d) under any statutes, rule, regulation, code or ordinance, including, but not limited to, civil rights, health, safety, labor, discrimination and environmental laws, rules, regulations, codes and ordinances; (e) in connection with this Agreement and the transactions provided for herein, including transfer and other taxes, and expenses pertaining to the performance by Seller of its obligations hereunder, provided that Seller shall pay any sales taxes due to the State of Louisiana upon the sale of the Assets to Buyer; (f) to any shareholder of Seller; and (g) with respect to any options, warrants, agreements or convertible or other rights to acquire any securities of or interests in the Seller.

Assumption of Certain Obligations. Buyer At the Initial Closing, Purchaser shall assume and agree to perform and discharge and indemnify Seller Group against the following (collectively, the “Assumed Liabilities”): (i) all trade accounts and other accounts payable that were incurred in the ordinary course of operation of the Business and are identified in the Closing Payables Schedule; and (ii) all obligations of Seller Group under the Assumed Contracts; provided, however, that Purchaser is not agreeing to, and will not, by the execution, delivery and performance of this Agreement, assume, be bound by pay, perform, discharge or otherwise be responsible for indemnify Seller Group against or with respect to any debt, liability or obligation (1) which is the result of a violation by Seller Group of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whatsoever whether arising out of occurrences prior to, at or after the date hereof, with reference to the Assets except those obligations assumed by Buyer under those certain licenses. Without limiting the foregoing, it is understood that Buyer does not assume, undertake or accept any obligations, duties, responsibilities or liabilities of Seller that now exist or may arise in the future with respect to matters occurring Contract on or prior to the Closing (a) to any contract which does not relate expressly to the Masters; (b) to any employee or former employee of Seller or any of such employee's beneficiaries, heirs or assigns, arising out of such employee's or former employee's employment by Seller, or out of the transactions contemplated by this Agreement; (c) with respect to (i) any income, profits, property, excise or similar taxes (it being understood that Seller shall pay and be responsible for any and all taxes related to the operations of the Business through the Initial Closing), or (ii2) which arises out of any claims Contract which is not assigned to Purchaser (except where Purchaser is solely responsible for failure of assignment) or which is not designated on Schedule 5(l) hereto as a Contract to be assumed by Purchaser, or (3) which arises out of any lease for any personal injuries, property damage or consequential damage relating to products sold or manufactured by Seller on or period prior to the Initial Closing; (d) under any statutes. Except as specifically set forth in this Section 3(b), rule, regulation, code and notwithstanding that liabilities of Seller Group are set forth in the Schedules hereto or ordinance, including, but not limited to, civil rights, health, safety, labor, discrimination and environmental laws, rules, regulations, codes and ordinances; (e) otherwise disclosed in connection with this Agreement (including, without limitation, the representations and the transactions provided for hereinwarranties of Seller Group), Purchaser is not agreeing to, and shall not, assume, pay, perform or discharge any debts, liabilities, taxes, commitments or obligations of Seller Group of any kind whatsoever, known or unknown, contingent or fixed (including costs and expenses incurred in defending any claims therefor), including transfer and other taxeswithout limitation any indebtedness of Seller Group to K&S or any officer, and expenses pertaining to the performance by director, employee, agent or affiliate of Seller of its obligations hereunder, provided that Seller shall pay any sales taxes due to the State of Louisiana upon the sale of the Assets to Buyer; (f) to any shareholder of Seller; and (g) with respect to any options, warrants, agreements or convertible or other rights to acquire any securities of or interests in the SellerGroup.

Assumption of Certain Obligations. At the Closing, and subject to the limitation set forth at Section 1.3(y) below, Buyer shall not, by will assume and will be liable for Seller's obligations to render performance under the execution, delivery IFE Contracts and performance the License and Distribution Agreements insofar as the same have been disclosed to the Buyer prior to the date of this Agreement, assume, . Buyer will not assume and will not be bound by or otherwise be responsible liable for any other obligations of Seller; provided, however, that Buyer, in its sole discretion and without otherwise incurring any liability or obligation for other obligations of Seller not assumed by it, may perform on behalf of Seller certain of Seller's obligations not otherwise assumed hereunder and, in any such event shall be entitled to reduce the Purchase Price (as defined in Section 2.1(a) below) by an amount equal to the cost to Buyer to perform such obligation. Such reduction of the Purchase Price shall be accomplished by Buyer making a claim against Seller and Seller either satisfying such claim in cash or, to the extent there are any revenue payments available to be set-off against, by Buyer setting-off the amount of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whatsoever whether arising out such claim against any other sums due to Seller in respect of occurrences prior to, at or after the date hereof, with reference to the Assets except those obligations assumed by Buyer under those certain licensesrevenue sharing arrangements in this Agreement. Without limiting the foregoinggenerality of the immediately preceding sentence, it is understood that Buyer does not assumeSeller will retain and be solely responsible for (v) any claims, undertake causes of action or accept pending or threatened litigation or proceedings (including without limitation any obligationsenvironmental or tort liabilities) relating to or arising out of any acts, dutiesfacts, responsibilities circumstances, events or liabilities of Seller that now exist conditions occurring or may arise in the future with respect to matters occurring on or existing prior to the Closing Date (aas defined in Section 8.1), regardless of when such claims or causes of action are asserted or such litigation or proceedings are commenced, (w) to any contract liabilities, the existence or amount of which does not relate expressly to the Masters; (b) to any employee constitute a breach of a representation, warranty or former employee covenant of Seller contained in this Agreement or any document executed and delivered by Seller to Buyer pursuant to this Agreement, (x) any liability, costs or claims of any nature by or in respect of any of the employees, officers, agents or contractors of Seller whether or not engaged in the IFE Business, none of which are assumed by Buyer hereunder, (y) any claims, causes of action or any pending or threatened litigation or proceedings and any liability thereby arising in respect of Mr. Sneaky, other than any liability assumed by Buyer to support those IFE customers, if any, utilizing such employeegame until the expiration of the current IFE Contract with respect thereto provided that the Seller shall not be under any such liability in respect of Mr. Sneaky where such liability arises as a result of the Buyer's beneficiariesmisuse of the rights licensed to it in connection with Mr. Sneaky (that is, heirs any use of Mr. Sneaky software files other than for the limited purpose described in Section 1.1(c) above), and (z) any obligation or assignsliability, claims or causes of action arising out of such employee's or former employee's employment by Seller, or out of the transactions contemplated by this Agreement; (c) with respect to (i) any income, profits, property, excise or similar taxes (it being understood that Seller shall pay and be responsible for any and all taxes related to the operations of the Business through the Closing), or (ii) any claims for any personal injuries, property damage or consequential damage relating to products sold or manufactured by Seller on or prior to the Closing; (d) under any statutes, rule, regulation, code or ordinance, including, but not limited to, civil rights, health, safety, labor, discrimination and environmental laws, rules, regulations, codes and ordinances; (e) in connection with this Agreement and the transactions provided for herein, including transfer and other taxes, and expenses pertaining to the performance by Seller of its obligations hereunder, provided that Seller shall pay any sales taxes due to the State of Louisiana upon the sale of the Assets to Buyer; (f) to any shareholder of Seller; and (g) with respect to any options, warrants, agreements or convertible or other rights to acquire any securities of or interests in the Seller's contracts with Air France/Rockwell and British Airways.

Assumption of Certain Obligations. Buyer shall not, by 37 of the execution, delivery Business. Upon the terms and performance subject to the conditions of this Agreement, assumePurchaser agrees, be bound by effective at the Closing, to assume all Liabilities of the Seller Corporations to the extent relating to the Conveyed Assets or otherwise be responsible for any liability the Business and to cause the Conveyed Subsidiaries and their Subsidiaries to satisfy and discharge their respective Liabilities, whether arising on, prior to or obligation of Seller of any kind after the Closing Date, and whether accrued or naturefixed, known, known or unknown, accruedabsolute or contingent, absolutematured or unmatured or determined or determinable as of the Closing Date, contingent other than the Retained Liabilities (all of the foregoing liabilities and obligations being herein collectively called the "Assumed Liabilities"). Except for Liabilities expressly within the definition of Retained Liabilities or otherwiseas otherwise provided in this Agreement, whatsoever whether arising out Assumed Liabilities shall include, without limitation, the following: (a) except as provided in Section 2.6(g), all lawsuits commenced and claims made after the Closing Date to the extent resulting from the conduct of occurrences the Business or the ownership of the Shares or the Conveyed Assets prior to, at on or after the date hereof, with reference to the Assets except those obligations assumed by Buyer under those certain licenses. Without limiting the foregoing, it is understood that Buyer does not assume, undertake or accept any obligations, duties, responsibilities or liabilities of Seller that now exist or may arise in the future with respect to matters occurring on or prior to the Closing (a) to any contract which does not relate expressly to the Masters; Date; (b) all Liabilities for Taxes to any employee the extent accrued or former employee of Seller or any of such employee's beneficiaries, heirs or assigns, arising out of such employee's or former employee's employment by Seller, or out of reserved against in the transactions contemplated by this AgreementWorking Capital 38 Statement; and (c) with all Liabilities resulting from a claim by a third party for money or other compensation (beyond the cost of a particular product) in respect to (i) any income, profits, property, excise of injury allegedly due and owing as a result of the use or similar taxes (it being understood that Seller shall pay and be responsible for any and all taxes related to the operations application of a product of the Business through sold after the Closing), or (ii) any claims for any personal injuries, property damage or consequential damage relating to products sold or manufactured by Seller on or prior to the Closing; (d) under any statutes, rule, regulation, code or ordinanceClosing Date, including, but not limited towithout limitation, civil rights, health, safety, labor, discrimination warranty obligations and environmental laws, rules, regulations, codes and ordinances; (e) in connection with this Agreement and the transactions provided for herein, including transfer and other taxes, and expenses pertaining to the performance by Seller of its obligations hereunder, provided that Seller shall pay any sales taxes due to the State of Louisiana upon the sale irrespective of the Assets to Buyer; (f) to any shareholder of Seller; and (g) with respect to any options, warrants, agreements or convertible or other rights to acquire any securities of or interests in the Sellerlegal theory asserted.

Assumption of Certain Obligations. At the Closing, the Buyer shall not, by the execution, delivery and performance of this Agreement, assume, and agree to pay, perform, fulfill and discharge, the following liabilities and obligations of the Seller relating to the Division (collectively, the "Assumed Obligations"): (a) those obligations of the Seller which accrue after the Closing and which relate to events which transpire subsequent to the Closing under (i) Software Licenses and Personal Property Leases and (ii) the Other Contracts; (b) current liabilities of the Division at Closing, to include accounts payable, accrued expenses, and deferred revenue of the Division (collectively, the "Current Liabilities"); and (c) all liability of the Seller for accrued bonus, vacation, commissions and sick pay and severance relating to the Retained Employees but only to the extent set forth on Schedule 2 hereto. Anything in this Agreement to the contrary notwithstanding, the Buyer shall not assume, and shall not be bound by or otherwise be responsible for deemed to have assumed, any liability or obligation of the Seller of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whatsoever whether arising out of occurrences prior to, at or after the date hereof, with reference to the Assets except those obligations assumed by Buyer under those certain licensesother than as specifically set forth in this Section 2. Without limiting the foregoing, it is understood specifically agreed that the Buyer does shall have no liability for (a) payroll, payroll Taxes and other withholding obligations through the Closing Date, or (b) any Taxes relating to the Seller, the Division or the Acquired Assets which accrue (whether or not assume, undertake or accept any obligations, duties, responsibilities or liabilities of Seller that now exist or may arise in the future with respect to matters occurring on or due) prior to the Closing (a) to any contract which does not relate expressly to the Masters; (b) to any employee or former employee of Seller or any liability for the unpaid Taxes of such employee's beneficiariesany person under Reg. ss.1.502-6 (or any similar provision of state, heirs local or assignsforeign law), arising out of such employee's as transferee or former employee's employment successor, by Sellercontract, or out of the transactions contemplated by this Agreement; (c) with respect to (i) any income, profits, property, excise or similar taxes (it being understood that Seller shall pay and be responsible for any and all taxes related to the operations of the Business through the Closing), or (ii) any claims for any personal injuries, property damage or consequential damage relating to products sold or manufactured by Seller on or prior to the Closing; (d) under any statutes, rule, regulation, code or ordinance, including, but not limited to, civil rights, health, safety, labor, discrimination and environmental laws, rules, regulations, codes and ordinances; (e) in connection with this Agreement and the transactions provided for herein, including transfer and other taxes, and expenses pertaining to the performance by Seller of its obligations hereunder, provided that Seller shall pay any sales taxes due to the State of Louisiana upon the sale of the Assets to Buyer; (f) to any shareholder of Seller; and (g) with respect to any options, warrants, agreements or convertible or other rights to acquire any securities of or interests in the Sellerotherwise.

Assumption of Certain Obligations. At the Closing, and subject to the limitation set forth at Section 1.3(z) below, Buyer shall not, by will assume and will be liable for Seller's obligations to render performance under the execution, delivery IFE Contracts and performance the License and Distribution Agreements insofar as the same have been disclosed to the Buyer prior to the date of this Agreement, assume, . Buyer will not assume and will not be bound by or otherwise be responsible liable for any other obligations of Seller; provided, however, that Buyer, in its sole discretion and without otherwise incurring any liability or obligation for other obligations of Seller not assumed by it, may perform on behalf of Seller certain of Seller's obligations not otherwise assumed hereunder and, in any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whatsoever whether arising out of occurrences prior to, at or after such event shall be entitled to reduce the date hereof, with reference Purchase Price (as defined in Section 2.1(a) below) by an amount equal to the Assets except those obligations assumed cost to Buyer to perform such obligation. Such reduction of the Purchase Price shall be accomplished by Buyer under those certain licensesmaking a claim against and reducing the Post Closing Escrow Deposit for as long as the Post Closing Escrow Deposit remains deposited with the Escrow Agent (and is not exhausted). Without limiting the foregoinggenerality of the immediately preceding sentence, it is understood that Buyer does not assumeSeller will retain and be solely responsible for (w) any claims, undertake causes of action or accept pending or threatened litigation or proceedings (including without limitation any obligationsenvironmental or tort liabilities) relating to or arising out of any acts, dutiesfacts, responsibilities circumstances, events or liabilities of Seller that now exist conditions occurring or may arise in the future with respect to matters occurring on or existing prior to the Closing Date (aas defined in Section 8.1), regardless of when such claims or causes of action are asserted or such litigation or proceedings are commenced, (x) to any contract liabilities, the existence or amount of which does not relate expressly to the Masters; (b) to any employee constitute a breach of a representation, warranty or former employee covenant of Seller contained in this Agreement or any document executed and delivered by Seller to Buyer pursuant to this Agreement, (y) any liability, costs or claims of such employee's beneficiaries, heirs any nature by or assigns, arising out in respect of such employee's or former employee's employment by Seller, or out any of the transactions contemplated employees, officers, agents or contractors of Seller whether or not engaged in the IFE Business, none of which are assumed by this Agreement; Buyer hereunder, and (cz) any claims, causes of action or any pending or threatened litigation or proceedings and any liability thereby arising in respect of Mr. Sneaky, other than any liability assumed by Buyer to support those IFE customers, if any, utilizing such game until the expiration of the current IFE Contract with respect to (i) any income, profits, property, excise or similar taxes (it being understood thereto provided that the Seller shall pay and not be responsible for under any and all taxes related to the operations such liability in respect of Mr. Sneaky where such liability arises as a result of the Business through Buyer's misuse of the Closing), or (ii) any claims for any personal injuries, property damage or consequential damage relating rights licensed to products sold or manufactured by Seller on or prior to the Closing; (d) under any statutes, rule, regulation, code or ordinance, including, but not limited to, civil rights, health, safety, labor, discrimination and environmental laws, rules, regulations, codes and ordinances; (e) it in connection with this Agreement and Mr. Sneaky (that is, any use of Mr. Sneaky software files other than for the transactions provided for herein, including transfer and other taxes, and expenses pertaining to the performance by Seller of its obligations hereunder, provided that Seller shall pay any sales taxes due to the State of Louisiana upon the sale of the Assets to Buyer; (flimited purpose described in Section 1.1(c) to any shareholder of Seller; and (g) with respect to any options, warrants, agreements or convertible or other rights to acquire any securities of or interests in the Sellerabove).

Assumption of Certain Obligations. At the Closing, the Buyer shall not, by the execution, delivery and performance of this Agreement, assume, be bound by or otherwise be responsible for any liability or obligation and agree to pay, perform, fulfill and discharge, the obligations and liabilities of the Seller of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whatsoever whether arising out of occurrences prior to, at or after the date hereof, with reference relating to the Assets Pressure Sensitive Business described on SCHEDULE 2 hereto. Notwithstanding any provisions contained in this Agreement or the Disclosure Schedule to the contrary, except as set forth on SCHEDULE 2 the Buyer shall specifically not assume any other liabilities or obligations of the Seller, including without limitation the following liabilities or obligations of the Seller: (i) liabilities for Indebtedness (as defined in Article 17) of the Seller; (ii) those obligations assumed by Buyer under liabilities for Taxes (as defined in Article 17) that remain the responsibility of the Seller pursuant to Article 14; (iii) those certain licenses. Without limiting the foregoing, it is understood that Buyer does not assume, undertake or accept any obligations, duties, responsibilities or liabilities of Seller that now exist or may arise in the future with respect to matters occurring on or prior to the Closing (a) to any contract which does not relate expressly to the Masters; (b) to any employee or former employee of Seller or any of such employee's beneficiariesits ERISA Affiliates (defined as any other person that, heirs together with the Seller, would be treated as a single employer under Section 414 of the Internal Revenue Code of 1986, as amended) under any and all of the ERISA Plans and Non-ERISA Plans (both as defined in Section 5.10(a) hereof) currently or assignsat any time in the past maintained or contributed to by Seller or any of its ERISA Affiliates, arising out including but not limited to those plans retained by the Seller pursuant to Sections 11.2(a) and 11.3(a); (iv) liabilities of such employee's the Seller in respect of severance agreements, arrangements or former employee's obligations with or to employees of the Seller who are offered employment by Seller, or out the Buyer in accordance with Section 11.1 but who decline such offer; (v) all liabilities incurred in connection with "stay-put" arrangements implemented in connection with the sale of the transactions contemplated Pressure Sensitive Business, including without limitation "stay-put" bonuses and special compensation for certain persons employed by this Agreement; the Seller; (cvi) liabilities or regulatory obligations with respect to environmental matters referred to in Section 13.1(a)(iii), (iiv) any income, profits, property, excise or similar taxes and (it being understood that Seller shall pay and be responsible v); (vii) liabilities relating to claims for any and all taxes related to the operations workmen's compensation for work performed by employees of the Pressure Sensitive Business through the Closing), or (ii) any claims for any personal injuries, property damage or consequential damage relating to products sold or manufactured by Seller on or prior to the Closing; (d) under any statutes, rule, regulation, code or ordinance, including, but not limited to, civil rights, health, safety, labor, discrimination and environmental laws, rules, regulations, codes and ordinances; (e) in connection with this Agreement and the transactions provided for herein, including transfer and other taxes, and expenses pertaining only to the performance by Seller of its obligations hereunder, provided extent that Seller shall pay any sales taxes due such claim has been filed prior to the State of Louisiana upon the sale of the Assets to Buyer; Closing or within six (f6) to any shareholder of Seller; and months from Closing; (gviii) liabilities with respect to any optionsintercompany accounts; and (ix) liabilities for product warranty claims for products sold by the Seller prior to Closing, warrantsonly to the extent such claims are made prior to the first anniversary of the Closing. The liabilities to be assumed by the Buyer under this Agreement are hereinafter sometimes referred to as the "ASSUMED OBLIGATIONS" and the liabilities that are not assumed by the Buyer under this Agreement are hereinafter sometimes referred to as the "EXCLUDED LIABILITIES", agreements which Excluded Liabilities the Seller covenants it shall pay, satisfy and discharge in full when due, and shall indemnify the Buyer against any Losses (as defined in Article 13) arising therefrom as provided in Article 13. The assumption of the Assumed Obligations by the Buyer shall not enlarge any rights of third parties under contracts or convertible arrangements with the Buyer or other rights to acquire the Seller and nothing herein shall prevent any securities party from contesting in good faith with any third party any of or interests in the Sellersaid liabilities.

Assumption of Certain Obligations. Buyer shall not, by the execution, delivery and performance of Pursuant to this Agreement, assumeand as part of the consideration paid by Buyer hereunder, Buyer assumes and undertakes to discharge and perform Sellers' obligations (a) shown as liabilities of Sellers on the Closing Date Balance Sheets (provided, that all such assumed obligations are of the type and category set forth on Schedule 3.2(a); and provided further, that Buyer shall have no liability in connection with any such obligation in any amount in excess of the amount of such obligation shown on the Closing Date Balance Sheet and taken into account in determining Net Assets (except that Buyer assumes the obligations for all unpaid non-reimbursed cost or expenses of or related to the Conference in the amount set forth on the Closing Date Balance Sheet plus an additional amount equal to one-eleventh (1/11th) of the amount accrued); (b) pursuant to the express terms of those written Contracts set forth on Schedule 3.2(b); (c) the written summaries of oral Customer Contracts provided by Sellers to Buyer and listed on Schedule 3.2(c); provided, that in each case under the foregoing Sections 3.2(b) and (c), (i) Buyer shall assume only such written Contracts and obligations pursuant to Customer Contracts so summarized in writing by Sellers, and only to the extent such obligations are first required to be bound by performed subsequent to the close of business on the Closing Date and (ii) in no event shall Buyer assume any obligation (A) in connection with any claims that arise in connection with any Seller's pre-Closing performance or otherwise be responsible for any liability or obligation of Seller non-performance of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whatsoever whether arising out of occurrences prior to, at or after the date hereof, with reference to the Assets except those obligations assumed by Buyer under those certain licenses. Without limiting the foregoing, it is understood that Buyer does not assume, undertake or accept any obligations, duties, responsibilities or liabilities of Seller that now exist or may arise in the future with respect to matters occurring Contract (where deliverables are delivered on or prior to the Closing Date) or (aB) to perform services for, or assume any other liability to, any party to a contract which does not relate expressly to the Mastersextent such party has paid Sellers in advance for such performance and Sellers have not remitted such payment to Buyer pursuant to Section 1.1(c); (b) to any employee or former employee of Seller or any of such employee's beneficiaries, heirs or assigns, arising out of such employee's or former employee's employment by Seller, or out of the transactions contemplated by this Agreement; (c) with respect to (i) any income, profits, property, excise or similar taxes (it being understood that Seller shall pay and be responsible for any and all taxes related to the operations of the Business through the Closing), or (ii) any claims for any personal injuries, property damage or consequential damage relating to products sold or manufactured by Seller on or prior to the Closing; (d) post-closing obligations under any statutes, rule, regulation, code Benefit Plans sponsored or ordinance, including, but not limited to, civil rights, health, safety, labor, discrimination and environmental laws, rules, regulations, codes and ordinances; maintained by the Sellers as listed in Schedule 5.1(h) (e) in connection with this Agreement and the transactions provided for herein, including transfer and other taxes, and expenses pertaining foregoing referred to as the performance by Seller of its obligations hereunder, provided that Seller shall pay any sales taxes due to the State of Louisiana upon the sale of the Assets to Buyer; (f) to any shareholder of Seller; and (g) with respect to any options, warrants, agreements or convertible or other rights to acquire any securities of or interests in the Seller"Assumed Liabilities").