Common use of Assumption of Liabilities and Obligations Clause in Contracts

Assumption of Liabilities and Obligations. 2.1. The Assets will be sold, conveyed, transferred and assigned to the Buyer on the Closing Date free and clear of all liens, security interests, mortgages, claims, restrictions, charges and encumbrances (collectively, "Liens") whatsoever. The Buyer does not assume, accept or undertake any obligations, duties, debts or liabilities of Seller of any kind whatsoever pursuant to this Agreement or otherwise, except that from and after the Closing Date Buyer hereby agrees to assume and to pay and discharge the following liabilities (the "Assumed Liabilities") of Seller (to the extent Seller is not in default and solely to the extent to be performed after the Closing Date): (a) All liabilities and obligations with respect to work-in-process and other liabilities incurred in the normal course of business, including accrued vacation and sick pay for Seller's employees; and (b) All liabilities and obligations arising under the agreements with customers set forth on Schedule 2.1 hereto. 2.2. Except as provided in paragraph 2.1 and notwithstanding anything else to the contrary contained herein, Buyer is not assuming and shall not be liable for any liabilities of Seller, including, without limitation, any liabilities (i) under contracts and leases which shall not have been assigned to Buyer pursuant to this Agreement (including, but not limited to, office lease and any union agreements); (ii) for indebtedness for borrowed money; (iii) by reason of or arising as the result of any default or breach by Seller of any contract, for any penalty assessed against Seller under any contract or relating to or arising out of any event which with the passage of time or after giving of notice, or both, would constitute or give rise to such a breach, default or penalty, whether or not such contract is being assigned to and assumed by Buyer pursuant to this Agreement; (iv) the existence of which would conflict with or constitute a breach of any representation, warranty, covenant or agreement of Seller or the Principals contained herein; (v) to any shareholder or affiliate of Seller or to any present or former employee, officer or director of or consultant to Seller (or independent contractor retained by Seller), including, without limitation, any bonuses, any termination or severance pay related to Seller's employees, and any post retirement medical benefits or other compensation or benefits; (vi) relating to the execution, delivery and consummation of this Agreement and the transactions contemplated hereby, including, without limitation, any and all taxes incurred as a result of the sale contemplated by this Agreement, except for sales, use or transfer taxes as set forth in paragraph 12 hereof; (vii) for any taxes accrued or incurred prior to the Closing Date or relating to any period (or portion of a period) prior thereto; (viii) relating to or arising out of any environmental matter, including, without limitation, any violation of any environmental law or any other law relating to health and safety of the public or the employees of Seller; or (ix) relating to, or arising out of, services rendered by Seller, or the conduct or operation of the business of Seller, prior to the Closing Date.

Assumption of Liabilities and Obligations. 2.1. The Assets will be soldAssignor, conveyedby this ----------------------------------------- assignment, transferred hereby transfers and assigned assigns to Assignee all of its rights, liabilities, obligations and duties in connection with such Assets, including without limitation (i) any liability attributable to any products sold by Assignor through the date hereof (other than any products sold by Assignor under the Brass Eagle name) and any products sold by Assignee on or after the date hereof, (ii) any liability attributable to any claim by any present or former employee of Assignor or by any present, former or future employee of Assignee to the Buyer on extent that such claim relates to medical, pension or other employee benefits that are attributable to the Closing Date free and clear of all liens, security interests, mortgages, claims, restrictions, charges and encumbrances (collectively, "Liens") whatsoever. The Buyer does not assume, accept or undertake any obligations, duties, debts or liabilities of Seller employment of any kind whatsoever pursuant such individual in Assignor's non-paintball operations or in any operations of Assignee, (iii) any Federal, state or local income taxes imposed on or assessed against Assignor as a result of the assignment and assumption contemplated hereby, (iv) any Federal, state or local personal property, real property, sales, use, excise, income or other tax imposed on or assessed against Assignor to this Agreement the extent that such taxes relate or otherwiseare attributable to the non-paintball related business of Assignor or to any operations of Assignee, except that from (v) any indebtedness, accounts payable or other financial obligations attributable to such Assets and after (vi) any other liability or obligation attributable to the Closing Date Buyer operation of the Assignor's nonpaintball related business, or under any contracts, licenses, leases or other agreements transferred to the Assignee hereby agrees to assume and to pay and discharge the following liabilities (the "Assumed Liabilities") of Seller (to the extent Seller is not in default and solely to the extent to be performed after the Closing Date): (a) All liabilities and obligations with respect to work-in-process and other liabilities incurred in the normal course of business, including accrued vacation and sick pay for Seller's employees; and (b) All liabilities and obligations arising under the agreements with customers set forth on Schedule 2.1 hereto. 2.2. Except as provided in paragraph 2.1 and notwithstanding anything else to the contrary contained herein, Buyer is not assuming and shall not be liable for any liabilities of Seller, including, without limitation, any liabilities (i) under contracts and leases which shall not have been assigned to Buyer pursuant to this Agreement (including, but not limited to, office lease and any union agreements); (ii) for indebtedness for borrowed money; (iii) and Assignee, by reason acceptance hereof, hereby assumes and agrees to fully and timely undertake and perform all of or arising as the result of any default or breach by Seller of any contract, for any penalty assessed against Seller under any contract or relating to or arising out of any event which with the passage of time or after giving of notice, or both, would constitute or give rise to such a breach, default or penalty, whether or not such contract is being assigned to Assumed Liabilities and assumed by Buyer pursuant to this Agreement; (iv) the existence of which would conflict with or constitute a breach of any representation, warranty, covenant or agreement of Seller or the Principals contained herein; (v) to any shareholder or affiliate of Seller or to any present or former employee, officer or director of or consultant to Seller (or independent contractor retained by Seller), including, without limitation, any bonuses, any termination or severance pay related to Seller's employees, and any post retirement medical benefits or other compensation or benefits; (vi) duties relating to the execution, delivery and consummation of this Agreement and the transactions contemplated hereby, including, without limitation, any and all taxes incurred as a result of the sale contemplated by this Agreement, except for sales, use or transfer taxes as set forth in paragraph 12 hereof; (vii) for any taxes accrued or incurred prior to the Closing Date or relating to any period (or portion of a period) prior thereto; (viii) relating to or arising out of any environmental matter, including, without limitation, any violation of any environmental law or any other law relating to health and safety of the public or the employees of Seller; or (ix) relating to, or arising out of, services rendered by Seller, or the conduct or operation of the business of Seller, prior to the Closing DateAssets.

Assumption of Liabilities and Obligations. 2.1. The Assets will be soldUpon the terms and subject to the conditions of this Agreement, conveyedin partial consideration of the transfer, transferred conveyance and assigned assignment to the Buyer of the Purchased Assets pursuant to the Assignment and Assumption Agreement, at the Closing, the Buyer shall assume, pay, perform and discharge all of the obligations and liabilities of the Seller and each Seller Subsidiary, direct or indirect, known or unknown, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured or unsecured, xxxxued, absolute, contingent or otherwise, whether arising on or prior to the Closing Date free and clear of all liens, security interests, mortgages, claims, restrictions, charges and encumbrances (collectively, "Liens") whatsoever. The Buyer does not assume, accept or undertake any obligations, duties, debts on or liabilities of Seller of any kind whatsoever pursuant to this Agreement or otherwise, except that from and after the Closing Date Buyer hereby agrees to assume and to pay and discharge the following liabilities (collectively, the "ASSUMED LIABILITIES") and the Buyer shall defend and hold the Seller harmless with respect to the Assumed Liabilities". For the avoidance of doubt, the term Assumed Liabilities includes all liabilities and obligations of the Seller and each Seller Subsidiary (including liabilities and obligations imposed by operation of law) other than to costs and expenses of liquidating the Seller (to the extent Seller is not in default and solely to the extent to be performed after the Closing Date):pursuant to the Dissolution Plan (which are not being assumed hereunder by the Buyer). Without limiting the generality of the foregoing, the Assumed Liabilities shall include the following obligations and liabilities of the Seller and each Seller Subsidiary: (a) All liabilities any liability or obligation of the Seller and obligations each Seller Subsidiary arising out of or in connection with respect to work-in-process the negotiation and other liabilities incurred in preparation of any of the normal course Transaction Documents or the consummation and performance of businessthe transactions contemplated hereby, including accrued vacation and sick pay any liability for Seller's employees; andTaxes so arising; (b) All liabilities and obligations arising any liability or obligation under the agreements with customers set forth on Schedule 2.1 hereto.Contractual Obligations of the Seller and each Seller Subsidiary; 2.2. Except as provided in paragraph 2.1 (c) any liability or obligation of the Seller and notwithstanding anything else to the contrary contained herein, Buyer is not assuming and shall not be liable for any liabilities of Seller, including, without limitation, any liabilities each Seller Subsidiary arising (i) under contracts and leases which shall not have been assigned from its failure to Buyer pursuant to this Agreement (includingperform, but not limited toor its negligent performance of, office lease and any union agreements); its obligations under, or (ii) for indebtedness for borrowed money; (iii) by reason out of or arising as the result of any default or breach by Seller of any contract, for any penalty assessed against Seller under any contract or relating to any breach or arising out claim of any event which with the passage of time or after giving of notice, or both, would constitute or give rise to such a breach, default or penalty, whether or not such contract is being assigned to and assumed by Buyer pursuant to this Agreement; (iv) the existence of which would conflict with or constitute a breach of any a representation, warranty, covenant or agreement of the Seller and each Seller Subsidiary contained in, any Contractual Obligation of the Seller and each Seller Subsidiary, as the case may be; (d) any liability, obligation or the Principals contained herein; (v) expense of any kind or nature for or relating to any shareholder and all past, present or affiliate of future Taxes owed by the Seller and each Seller Subsidiary or otherwise (including any liabilities, obligations and expenses pursuant to any tax sharing agreement, tax indemnification or similar arrangement); (e) any liability or obligation of the Seller and each Seller Subsidiary to any of its present or former employeedirectors or officers; (f) any liability, officer obligation, cost or director expense of the Seller, each Seller Subsidiary or any of their Affiliates arising out of or consultant relating to any claim, action, suit, complaint, dispute, demand, litigation or judicial, administrative or arbitration proceeding (collectively, "LITIGATION") to which the Seller or any Seller Subsidiary is or was a party (regardless of whether the Litigation is commenced before or independent contractor retained by Sellerafter the Closing and whether or not it relates to or arises out of the Business), including the Shareholder Litigation; (g) any liability or obligation of the Seller and each Seller Subsidiary with respect to any indebtedness or contingent obligations, including any accrued interest, fees and any penalties thereon; (h) any liability or obligation of the Seller and each Seller Subsidiary to or with respect to Employees, Former Employees, consultants and former consultants, Benefit Plans and other employee and employment-related liabilities or obligations with respect to the Business, including, without limitation, any bonusesliability or obligation under any employment agreement (including the Employment Agreement dated March 1, 1993 by and between the Seller and Samson Bitensky, as amended) or any termination or severance pay related to Seller's employeesother similar agreement, and any post retirement medical benefits or other compensation or benefits; xxxxxxxxx xx xbligation assumed by the Buyer in accordance with Article V (viEmployee Matters); (i) relating to the execution, delivery and consummation of this Agreement and the transactions contemplated hereby, including, without limitation, any and all taxes incurred as a result accounts payable of the sale contemplated Seller and each Seller Subsidiary; (j) any product liability or product warranty with respect to any product manufactured, produced or sold by this Agreement, except for sales, use the Seller (or transfer taxes as set forth in paragraph 12 hereofany successor thereof) and each Seller Subsidiary (or any successor thereof); or (viik) for any taxes accrued liability or incurred prior to obligation of the Closing Date Seller and each Seller Subsidiary arising out of or relating to any period (or portion of a period) prior thereto; (viii) relating Environmental Laws. The Buyer's obligation to or arising out assume and discharge the Assumed Liabilities shall not be subject to offset of any environmental matterkind, including, without limitation, any violation including by reason of any environmental law actual or alleged breach of any other law relating to health and safety of the public representation, warranty or the employees of Seller; or (ix) relating to, or arising out of, services rendered by Seller, or the conduct or operation of the business of Seller, prior to the Closing Datecovenant contained in any Transaction Document.

Assumption of Liabilities and Obligations. 2.1. The Assets will be sold, conveyed, transferred and assigned to the Buyer on As of the Closing Date free Date, Buyer shall assume and clear of undertake to pay, discharge, and perform all liens, security interests, mortgages, claims, restrictions, charges and encumbrances (collectively, "Liens") whatsoever. The Buyer does not assume, accept or undertake any obligations, duties, debts or liabilities Liabilities of Seller of any kind whatsoever pursuant to this Agreement or otherwisebe assumed, except that observed and performed by Seller from and after the Closing Date Buyer hereby agrees to assume and to pay and discharge the following liabilities (collectively, the "Assumed Liabilities") of Seller (a) under the FCC Licenses and the Contracts insofar as such Liabilities arise on and after the Closing Date and relate to the extent Seller is not in default and solely to the extent to be performed period on or after the Closing Date): , (ab) All liabilities and obligations with respect to work-in-process and other liabilities incurred in the normal course of business, including accrued vacation and sick pay for Seller's employees; and (b) All liabilities and obligations arising under the agreements with customers set forth on Schedule 2.1 hereto. 2.2. Except as provided in paragraph 2.1 and notwithstanding anything else which an adjustment to the contrary contained hereinPurchase Price is made in favor of Buyer pursuant to Section 2.4(b), and (c) to any employee of Seller who is hired by Buyer is not assuming insofar as such Liabilities arise on and after the Closing Date and relate to the period on or after the Closing Date. Buyer shall not be liable for assume any other obligations or liabilities of Seller, including, without limitation, any liabilities (i) any Liabilities under contracts and leases any Contract which shall not have been assigned to Buyer pursuant to this Agreement (includingis an Excluded Asset, but not limited to, office lease and any union agreements); (ii) for indebtedness for borrowed money; (iii) by reason of or arising as any Liabilities under the result of any default or breach by Seller of any contract, for any penalty assessed against Seller under any contract or relating to or arising out of any event which with the passage of time or after giving of notice, or both, would constitute or give rise to such a breach, default or penalty, whether or not such contract is being assigned to and assumed by Buyer pursuant to this Agreement; (iv) the existence of which would conflict with or constitute a breach of any representation, warranty, covenant or agreement of Seller or the Principals contained herein; (v) to any shareholder or affiliate of Seller or to any present or former employee, officer or director of or consultant to Seller (or independent contractor retained by Seller), including, without limitation, any bonuses, any termination or severance pay related to Seller's employees, and any post retirement medical benefits or other compensation or benefits; (vi) Contracts relating to the execution, delivery and consummation of this Agreement and the transactions contemplated hereby, including, without limitation, any and all taxes incurred as a result of the sale contemplated by this Agreement, except for sales, use or transfer taxes as set forth in paragraph 12 hereof; (vii) for any taxes accrued or incurred prior to the Closing Date or relating to any period (or portion of a period) prior thereto; (viii) relating to or arising out of any environmental matter, including, without limitation, any violation of any environmental law or any other law relating to health and safety of the public or the employees of Seller; or (ix) relating to, or arising out of, services rendered by Seller, or the conduct or operation of the business of Seller, prior to the Closing Date, (iii) any claims or pending or threatened litigation or proceedings relating to the operation of the Station prior to the Closing, (iv) any Liabilities of Seller under any Elcom Employee Benefit Plans and (v) any Liabilities of Seller for any accrued vacation pay for any employees of the Station (except to the extent provided for in Section 8.4(b) hereof). Except as expressly set forth in this Section 2.6, Buyer does not assume any Liabilities of the Seller or the Station and Seller shall defend, indemnify and hold Buyer harmless from and against any and all Liabilities of the Seller and the Station other than those expressly assumed herein.