Common use of Assumption of Certain Obligations Clause in Contracts

Assumption of Certain Obligations. At the Closing, and subject to the limitation set forth at Section 1.3(z) below, Buyer will assume and will be liable for Seller's obligations to render performance under the IFE Contracts and the License and Distribution Agreements insofar as the same have been disclosed to the Buyer prior to the date of this Agreement. Buyer will not assume and will not be liable for any other obligations of Seller; provided, however, that Buyer, in its sole discretion and without otherwise incurring any liability 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 making 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 generality of the immediately preceding sentence, Seller will retain and be solely responsible for (w) any claims, causes of action or pending or threatened litigation or proceedings (including without limitation any environmental or tort liabilities) relating to or arising out of any acts, facts, circumstances, events or conditions occurring or existing prior to the Closing Date (as defined in Section 8.1), regardless of when such claims or causes of action are asserted or such litigation or proceedings are commenced, (x) any liabilities, the existence or amount of which constitute a breach of a representation, warranty or 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 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, and (z) 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 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 misuse of the rights licensed to it in connection with Mr. Sneaky (that is, any use of Mr. Sneaky software files other than for the limited purpose described in Section 1.1(c) above).

Assumption of Certain Obligations. At Buyer shall not, by the Closingexecution, delivery and subject to the limitation set forth at Section 1.3(z) below, Buyer will assume and will be liable for Seller's obligations to render performance under the IFE Contracts and the License and Distribution Agreements insofar as the same have been disclosed to the Buyer prior to the date of this Agreement. Buyer will not assume and will not , assume, be liable bound by or otherwise be responsible for any other obligations of Seller; provided, however, that Buyer, in its sole discretion and without otherwise incurring any liability for other obligations or obligation of Seller not 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 it, may perform on behalf of Seller Buyer under those 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 making 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)licenses. Without limiting the generality 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 immediately preceding sentence, Seller will retain and be solely responsible for (w) any claims, causes of action future with respect to matters occurring on or pending or threatened litigation or proceedings (including without limitation any environmental or tort liabilities) relating to or arising out of any acts, facts, circumstances, events or conditions occurring or existing prior to the Closing Date (as defined in Section 8.1a) 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), regardless of when such claims or causes of action are asserted or such litigation or proceedings are commenced, (xii) any liabilitiesclaims for any personal injuries, the existence property damage or amount of which constitute a breach of a representation, warranty consequential damage relating to products sold or covenant of Seller contained in this Agreement or any document executed and delivered manufactured by Seller on or prior to Buyer pursuant to this Agreement, the Closing; (yd) 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, and (z) 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 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 misuse of the rights licensed to it 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 Mr. Sneaky 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; (that isf) to any shareholder of Seller; and (g) with respect to any options, warrants, agreements or convertible or other rights to acquire any use securities of Mr. Sneaky software files other than for or interests in the limited purpose described in Section 1.1(c) above)Seller.

Assumption of Certain Obligations. At the Closing, the Buyer shall assume, and subject agree to pay, perform, fulfill and discharge, the following liabilities and obligations of the Seller relating to the limitation 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 at Section 1.3(z) below, Buyer will assume and will be liable for Seller's obligations to render performance under the IFE Contracts and the License and Distribution Agreements insofar as the same have been disclosed on Schedule 2 hereto. Anything in this Agreement to the contrary notwithstanding, the Buyer prior to the date of this Agreement. Buyer will shall not assume assume, and will shall not be liable for any other obligations of Seller; provideddeemed to have assumed, however, that Buyer, in its sole discretion and without otherwise incurring any liability 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 or obligation of the Purchase Price shall be accomplished by making a claim against and reducing the Post Closing Escrow Deposit for Seller other than as long as the Post Closing Escrow Deposit remains deposited with the Escrow Agent (and is not exhausted)specifically set forth in this Section 2. Without limiting the generality of foregoing, it is specifically agreed that the immediately preceding sentence, Seller will retain and be solely responsible Buyer shall have no liability for (wa) payroll, payroll Taxes and other withholding obligations through the Closing Date, or (b) any claims, causes of action or pending or threatened litigation or proceedings (including without limitation any environmental or tort liabilities) Taxes relating to the Seller, the Division or arising out of any acts, facts, circumstances, events the Acquired Assets which accrue (whether or conditions occurring or existing not due) prior to the Closing Date or any liability for the unpaid Taxes of any person under Reg. ss.1.502-6 (as defined in Section 8.1or any similar provision of state, local or foreign law), regardless of when such claims as transferee or causes of action are asserted successor, by contract, or such litigation or proceedings are commenced, (x) any liabilities, the existence or amount of which constitute a breach of a representation, warranty or 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 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, and (z) 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 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 misuse of the rights licensed to it in connection with Mr. Sneaky (that is, any use of Mr. Sneaky software files other than for the limited purpose described in Section 1.1(c) above)otherwise.

Assumption of Certain Obligations. At the Closing, and subject to the limitation set forth at Section 1.3(z1.3(y) below, Buyer will assume and will be liable for Seller's obligations to render performance under the IFE Contracts and the License and Distribution Agreements insofar as the same have been disclosed to the Buyer prior to the date of this Agreement. Buyer will not assume and will not be liable for any other obligations of Seller; provided, however, that Buyer, in its sole discretion and without otherwise incurring any liability 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 reducing Seller either satisfying such claim in cash or, to the Post Closing Escrow Deposit for as long as extent there are any revenue payments available to be set-off against, by Buyer setting-off the Post Closing Escrow Deposit remains deposited with the Escrow Agent (and is not exhausted)amount of any such claim against any other sums due to Seller in respect of revenue sharing arrangements in this Agreement. Without limiting the generality of the immediately preceding sentence, Seller will retain and be solely responsible for (wv) any claims, causes of action or pending or threatened litigation or proceedings (including without limitation any environmental or tort liabilities) relating to or arising out of any acts, facts, circumstances, events or conditions occurring or existing prior to the Closing Date (as defined in Section 8.1), regardless of when such claims or causes of action are asserted or such litigation or proceedings are commenced, (xw) any liabilities, the existence or amount of which constitute a breach of a representation, warranty or covenant of Seller contained in this Agreement or any document executed and delivered by Seller to Buyer pursuant to this Agreement, (yx) 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, and (zy) 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 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 misuse of the rights licensed to it in connection with Mr. Sneaky (that is, 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 liability, claims or causes of action arising out of or in connection with the Seller's contracts with Air France/Rockwell and British Airways.