Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "

Assumption of Liabilities. On Effective as of the Closing Date and subject to the terms and conditions of set forth in this Agreement, Buyer shall Purchaser will assume and become responsible for agree to discharge all liabilities of Seller arising out of the Assumed Liabilities at the Closing. Buyer will Transferred Business, whether known or unknown, whether absolute, accrued, contingent, cxxxxx, inchoate or otherwise, whether due or to become due, whether or not assume determined or have any responsibilitydeterminable (“Liabilities”) which were incurred after October 1, however1997 and were not fulfilled, with respect to any other obligation settled or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or waived prior to the Closing; (b) any costs or expenses incurred Closing Date, but excluding all Retained Liabilities as defined and specified in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability Section 3.02 below (collectively, the "Excluded “Assumed Liabilities"”). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the The Assumed Liabilities shall include the following, in no way expand each case except for Retained Liabilities as specified in Section 3.02 below: Section 2.01; Trade Creditors: all Liabilities of Seller to trade creditors for accounts payable which arose in the rights or remedies ordinary course of third parties against Buyer as compared business with respect to the rights Transferred Business for goods or services actually received by the Seller or its subsidiaries after October 1, 1997 and remedies prior to the Closing Date; Section 2.02; Employees: except as provided in Section 7.09, all Liabilities of Seller with respect to (i) Transferred Employees (as defined in Section 7.09.1 below) incurred or arising from acts or omissions after October 1, 1997, (ii) employees of Seller engaged in the Transferred Business whose employment was terminated prior to the Closing Date (“Terminated Employees”) incurred or arising from acts or omissions between October 1, 1997 and the Closing Date (even if asserted after the Closing Date), and such Liabilities in (i) and (ii) above shall include but not be limited to Liabilities assumed by Purchaser as described in Section 7.09 and Liabilities incurred or arising from acts or omissions in said time periods (A) under Seller’s Welfare Plans (as defined in Section 5.12.1 below), (B) for accrued vacation, sick leave, holiday pay or other compensation, and (C) for employment discrimination, unemployment benefits and wrongful termination claims arising from employment by Seller in the Transferred Business, but notwithstanding the foregoing, Purchaser shall not assume any Liabilities under or relating to any employment agreements that are to be terminated under Section 7.09.1 below; Section 2.03; Contracts: all Liabilities of Seller which such parties would arose after October 1, 1997 and prior to the Closing Date or which arise after the Closing Date under Seller’s Contracts; Section 2.04; Existing Claims: all Liabilities of Seller for workers compensation, general liability, product liability and automobile liability claims which have had been made against Seller had this Agreement with respect to the Transferred Business (but not been consummated. The "paid) after October 1, 1997 and prior to the Closing Date or which arise after the Closing Date as a result of events occurring in the Transferred Business after October 1, 1997 and prior to the Closing Date, and all Liabilities arising out of any retroactive premium adjustments assessable against the Seller for any insurance policies in effect at the Closing Date, if the adjustments result from events occurring in the Transferred Business after October 1, 1997 and before the Closing Date; Section 2.05; Previous Business of Seller first engaged in after October 1, 1997: all Liabilities of Seller arising out of any business or operation which Seller first engaged in after October 1, 1997, but which is not part of Seller’s Business at the date hereof; and Section 2.06; Transaction Liabilities: all Liabilities (including any Liabilities under applicable federal and state securities laws) of Seller arising in connection with the investment election offered to employees of Seller to acquire a beneficial interest in Purchaser’s common stock by investing their eligible rollover or transfer funds in certain Seller’s Plans (as defined in Section 5.12.1 below) in the employee stock ownership plan established by Purchaser (“ESOP”), or any other act or omission of Purchaser (or its officers or key managers) that results, directly or indirectly, in a Liability to Seller in connection with such election.

Assumption of Liabilities. On and Notwithstanding anything to the contrary set forth in the definition of AMD Excluded Liabilities or Fujitsu Excluded Liabilities, but otherwise subject to the terms and conditions of this AgreementAgreement and the Ancillary Documents and in reliance upon the representations, Buyer shall warranties and agreements herein set forth, the Joint Venture, effective as of the Closing, will assume and become responsible for all perform and in due course pay and discharge (or cause its applicable Affiliates to perform, pay and discharge) the following Liabilities of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, Contributing Parties and their Affiliates (and with respect to any other obligation or liability of Seller not included within the definition of Assumed LiabilitiesSection 2.2(f), including, but not limited to: FASL (Japan)): (a) Taxes related any Liabilities arising out of or based upon events or circumstances occurring after the Closing in connection with or resulting from the operation of the Joint Venture Business, including product warranty claims made with respect to the Business sale of products by the Joint Venture and its Subsidiaries after the Closing, whether or the Acquired Assets for all Tax periods (or portions thereof) ending on or not such products were manufactured prior to the Closing; (b) any costs amounts payable by a Contributing Party or expenses incurred its Affiliates and any other Liabilities (executory or otherwise) of a Contributing Party or its Affiliates that accrue or relate to the period after the Closing under any Contract included in connection with(i) the AMD Business Assets and (ii) the Fujitsu Business Assets, or related toprovided that, the administration Joint Venture shall assume such Liabilities with respect to (A) any Coatue Employee Agreement only to the extent that the Coatue Employees who are parties to such Coatue Employee Agreement become employees of the Bankruptcy Case, including, without limitation, any accrued professional fees Joint Venture or a Subsidiary of the Joint Venture and expenses of attorneys, accountants, financial advisors (B) the Coatue Employee Contract referred to as Side Letter by and other professional advisors related between Xxxx Xxxxxxx regarding the investment in the Russian Federation only to the Bankruptcy Caseextent the investment in the Russian Federation provided for therein occurs after the fourth anniversary of the date hereof; (c) liabilities any amounts payable by the Joint Venture pursuant to Sections 2.3, 2.4 and 2.5 and other Liabilities specifically assumed under other provisions of the Transaction Documents; (d) Liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (reflected as accruals or under any side agreement between Seller reserves on the one hand and Buyer on AMD Contributed Subsidiary Closing Balance Sheets (except as otherwise specifically provided in Sections 2.3 or 2.5 or in any other provision of the other hand entered into on or after the date of this AgreementTransaction Documents); (e) all claims against Seller related Liabilities to the Hyatt Claims and extent reflected as accruals or reserves on the Seller Claims set forth on Schedule 2.1(i)Fujitsu Contributed Balance Sheets; (f) all liabilities Liabilities of FASL (Japan); (g) Liabilities for product warranty and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or product return claims with respect to product sales made prior to the ClosingClosing by AMD, Fujitsu or their Affiliates up to the sum of the reserves for such claims contributed by AMD and Fujitsu, respectively, as set forth on Schedules 5.26 and 6.26; and (gh) all other liabilities Liabilities with respect to accrued but unused vacation and obligations sabbatical as of the Closing Date for which Buyer does not expressly assume any liability the AMD Prospective Transferred Employees and the Fujitsu Prospective Transferred Employees up to the sum of the reserves and accruals for such Liabilities contributed by AMD and Fujitsu, respectively, as set forth on Schedules 5.26 and 6.26 (collectively, the "Excluded “Assumed Liabilities"”). Seller agrees The Assumed Liabilities described above that relate to provide for each of the Excluded Liabilities either AMD Flash Memory Business being assumed by payment or under the Plan. Buyer's assumption of Joint Venture are referred to herein as the “AMD Assumed Liabilities” and the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared described above that relate to the rights and remedies Fujitsu Flash Memory Business being assumed by the Joint Venture are referred to as the “Fujitsu Assumed Liabilities.” In the event that payment is received by a Contributing Party or its Affiliates as payment for the performance of services or the provision of products, which performance of services or provision of products is an Assumed Liability hereunder, such parties would have had against Seller had this Agreement not been consummatedContributing Party shall, or shall cause its respective Affiliates to, pay over to the Joint Venture the amounts so received in respect of such Assumed Liability. The "EXCEPT FOR THE ASSUMED LIABILITIES WHICH ARE HEREBY EXPRESSLY ASSUMED, THE JOINT VENTURE DOES NOT ASSUME ANY LIABILITIES, DEBTS, OBLIGATIONS OR DUTIES OF ANY CONTRIBUTING PARTY OF ANY KIND OR NATURE WHATSOEVER.

Assumption of Liabilities. On (a) Upon the terms and subject to the terms and conditions of this Agreement, as of the Closing, Buyer shall assume and become responsible for all shall thereafter be obligated for, and shall agree to pay, perform and discharge in accordance with their terms, only the following obligations and liabilities of the Assumed Liabilities at the Closing. Buyer will not assume Seller, Tribune or have any responsibilityof their respective Subsidiaries, howeverwhether direct or indirect, with respect to any other obligation known or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: unknown (a) Taxes related except to the Business or the Acquired Assets for extent such obligations and liabilities constitute Excluded Liabilities): (i) all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection liabilities and obligations arising with, or related relating to, the administration operation of the Bankruptcy CaseStations, includingincluding the owning or holding of the Purchased Assets, without limitation, any accrued professional fees on and expenses of attorneys, accountants, financial advisors after the Closing Date; (ii) all liabilities and other professional advisors related to the Bankruptcy Case; (c) liabilities obligations to the extent relating to the Excluded Business or the Purchased Assets arising out of Environmental Laws, excluding all such liabilities and obligations that, to the Knowledge of Seller, have arisen prior to the Closing or that are reasonably likely to arise following the Closing; (iii) subject to Section 5.6, all liabilities and obligations under the Station Agreements and other Contracts included as Purchased Assets; , in each case only to the extent that such liabilities or obligations accrue on or after the Closing Date; (iv) (A) all Taxes (other than any Prorated Taxes or Transfer Taxes) of Buyer for any Tax period, (B) any Prorated Taxes for the portion of any Straddle Period beginning on or after the Closing Date (determined in accordance with Section 6.1) and (dC) any Transfer Taxes that are the responsibility of Buyer pursuant to Section 6.1; and (v) all liabilities and obligations of Buyer or its Affiliates pursuant to Section 6.2 hereof. All of the foregoing to be assumed by Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Buyer shall not assume or be obligated for any of, and Seller or Tribune or any of their respective Subsidiaries, as applicable, shall solely retain, pay, perform, discharge and be obligated with respect to all of its liabilities or obligations of any and every kind whatsoever, direct or indirect, known or unknown, not expressly assumed by Buyer under this Agreement Section 2.3(a) (or under any side agreement between Seller on herein referred to as “Excluded Liabilities”) and, without limiting the one hand generality of the foregoing and Buyer on notwithstanding anything to the other hand entered into on or after contrary in Section 2.3(a), none of the date following shall be “Assumed Liabilities” for purposes of this Agreement); : (ei) (A) all claims against Seller related Taxes (other than any Prorated Taxes or Transfer Taxes) of Seller, Tribune or any of their respective Subsidiaries, as applicable, for any Tax period, (B) any Prorated Taxes for the portion of any Straddle Period prior to the Hyatt Claims Closing Date (determined in accordance with Section 6.1), and (C) any Transfer Taxes that are the responsibility of Seller pursuant to Section 6.1; (ii) other than as set forth in Section 6.2, any of the liabilities or obligations under the benefit or compensation agreements, plans or arrangements sponsored or maintained by Seller, Tribune or any of their respective Affiliates (including, without limitation, all Employee Plans); (iii) any intercompany payables of the Business owing to Seller, Tribune or any of their respective Affiliates, as applicable; (iv) any liabilities or obligations of Seller, Tribune or any of their respective Subsidiaries, as applicable, under this Agreement, the Merger Agreement or the Seller Claims Ancillary Agreements (except as set forth on Schedule 2.1(iin Section 6.2(c)); (v) any liabilities or obligations, including forfeiture expenses, arising from any complaints with the FCC in respect of events that occurred prior to the Closing; and (fvi) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breachwith, act or omission under any Assigned Contract) arising on relating to, the operation of the Stations, including the owning or holding of the Purchased Assets, prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Closing Date.

Assumption of Liabilities. On the terms and subject to the terms conditions contained herein and conditions in the Ancillary Documents (including the retention of this Agreementall rights and remedies under Article XVII of the Master Purchase Agreement and under Articles VII and VIII hereto), Buyer the Purchaser shall assume and become responsible for agree to pay, perform and discharge in accordance with their terms all of the following obligations, debts and liabilities of the Seller and no others (collectively, the “Assumed Liabilities at Liabilities”): (a) all accounts payable and other accrued expenses (other than any intracompany accounts payable) as of the Closing. Buyer will not assume Closing Date, in each case that relate to the Assets, as reflected on the Accounting Records; (b) with respect to Mortgage Loans acquired by Xxxxxx Xxx, Xxxxxxx Mac or have Xxxxxx Mae from the Seller, the Failed Thrift or IndyMac Federal (“GSE Mortgage Loans”), all obligations of the Seller under the Servicing Agreements from and after the Closing Date; (c) with respect to Mortgage Loans other than GSE Mortgage Loans, all obligations imposed on the servicer under the Servicing Agreements from and after the Closing Date; and (d) all obligations of the Seller with respect to (i) the lawsuits, judgments, claims or demands listed on Schedule 2.03(c), and (ii) any responsibilityadditional lawsuits, howeverjudgments, claims or demands involving foreclosures, bankruptcies, fraud and misrepresentation, contract and mortgage disputes, liens, title disputes, regulatory agency/fair lending, property condition, forfeiture, partition, easement, condemnation and eminent domain, probate, contested foreclosures, tax sale, mechanic's liens, elder abuse and stop notice claims with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, includingAssets, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities only to the extent relating any such additional lawsuit, judgment, claim or demand is comparable in nature, scope and substance to those listed on Schedule 2.03(c), as determined by the Seller in its reasonable judgment (as evidenced by written notice thereof given to the Excluded Assets; Purchaser), if such determination is made (and such notice is provided) within sixty (d60) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or days after the date Closing Date, or by the mutual agreement of this Agreement); (e) all claims against Seller related to the Hyatt Claims Purchaser and the Seller Claims set forth on Schedule 2.1(i); Seller, if such determination is after such sixty (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "60)-day period.

Assumption of Liabilities. (a) On and after the Closing Date, Retail Sub will assume and discharge all Liabilities (i) included in the calculation of the Final Closing Working Capital, (ii) arising out of or \ relating to the Assets or the conduct of the Business on or after the Closing Date (including Liabilities relating to the Remediated Sites to the extent arising out of any violation or alleged violation of or non-compliance or alleged non-compliance with any Environmental Law or Environmental Permit after the Closing Date or any release into the environment on or after the Closing Date of any Materials of Environmental Concern), (iii) subject to the terms and conditions of this AgreementArticle IX, Buyer shall assume arising out of Environmental Claims or otherwise arising under or relating to Environmental Laws and become responsible for all arising out of or relating to the Assets or the conduct of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred Closing Date, in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities each case to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims Identified Contamination Sites and the Seller Unknown Sites (excluding any Environmental Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under relating to any Assigned Contract (and all liabilities Hazardous Waste Site where Materials of Environmental Concern have been transported for any breachstorage, act treatment or omission under any Assigned Contract) arising on or disposal prior to the Closing; and Closing Date), or (giv) all other liabilities and obligations for which Buyer does not expressly assume any liability specified in Section 6.9 (collectively, the "Excluded Assumed Liabilities"). Seller agrees to provide . (b) Except for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand specifically assumed by Retail Sub hereunder, the rights parties hereto agree that Retail Sub is not assuming any Liability of Seller or remedies of third parties against Buyer as compared any Affiliate of Seller (or to which any asset of Seller is subject) and Retail Sub hereby disclaims any Liabilities of Seller or of any Affiliate of Seller not so specifically assumed, including the rights and remedies which such parties would have had against Seller had this Agreement not been consummatedRetained Liabilities. The parties intend that, except as expressly provided herein, Retail Sub is not, nor is it to be deemed, a successor of Seller or of any Affiliate of Seller with respect to any of Seller's or of any such Affiliate's Liabilities to third persons arising or accruing before, on or after the Closing Date. Without limiting the generality of the first sentence of this Section 2.3(b), the term "Retained Liability" includes:

Assumption of Liabilities. On and subject Subject to the terms exceptions and conditions exclusions of this AgreementSECTION 2.3, Buyer shall Purchaser agrees that on the Closing Date, Purchaser will assume and become responsible for all of agree to perform and pay when due the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability following liabilities of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each ): (a) All liabilities reflected in the Balance Sheet Report dated as of the Excluded Measurement Date (except as hereinafter expressly set forth); (b) Liabilities either by payment or under the Plan. Buyer's assumption and obligations of the Assumed Liabilities shall Business incurred in no way expand the rights Ordinary Course of Business between the Measurement Date and the Closing Date, which do not otherwise constitute violations of any of the representations, warranties, covenants, agreements or remedies obligations of third parties against Buyer as compared Seller set forth herein; however, notwithstanding the foregoing or any provisions hereof to the rights contrary, the term "Liabilities" shall not include, and remedies which such parties would Purchaser shall not assume nor be deemed to have had against assumed, any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, nor any of the following: (i) accrued income taxes, (ii) deferred income taxes, (iii) accrued franchise taxes, (iv) any tax imposed on Seller had or any Affiliate of Seller, as a result of or in connection with the operation of the Business, (v) any of the liabilities or expenses of Seller incurred in negotiating and carrying out its obligations under this Agreement not been consummated. The "Agreement; (vi) any obligations of Seller or any Affiliate of Seller under any employee stock or benefits agreements; (vii) any obligations incurred by Seller on or before the Closing Date except as otherwise specifically assumed by Purchaser pursuant to this SECTION 2.3; (viii) any of the liabilities set forth in SCHEDULE 3.22; (ix) any -------------- liabilities or obligations incurred by Seller in violation of, or as a result of Seller's violation of, this Agreement; nor (x) any liabilities arising from sales of products or services on or before the Closing Date.

Assumption of Liabilities. On and subject to (a) Buyer assumes no liabilities of, or related to, CRM. Except as expressly set forth in Section 2.5(b), neither the terms and conditions execution of this Agreement, Buyer shall assume and become responsible for all Agreement nor the consummation of the Assumed Liabilities at the Closing. transactions contemplated herein shall obligate Buyer will not assume to pay any fixed or have any responsibilitycontingent, howeverknown or unknown, with respect to any other obligation secured or unsecured obligation, debt or liability of Seller not included within or any Shareholder, whether arising before or after the definition Closing, it being the express intention of Assumed Liabilitiesthe parties that Seller and the Shareholders shall be responsible for the payment of all their respective obligations, debts and liabilities, including, but not limited to: (a) Taxes related , indebtedness to the Business banks and other financial institutions, indebtedness to current and former employees, officers, directors or the Acquired Assets shareholders of Seller, and, liability for payment of any and all Tax periods (accrued and unpaid salaries and wages, sick pay, vacation pay, time off or portions pay in lieu thereof) ending on or prior to the Closing; , and any employee benefit due any employee. (b) any costs or expenses incurred in connection withNotwithstanding the foregoing, or related toBuyer agrees to assume the following obligations of Seller, and no others (the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; "Assumed Liabilities"): (ci) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims Contracts set forth on Schedule 2.1(i); 2.5(b) hereto, but only to the extent that performance of such obligations is to occur after Closing, or payment of sums due thereunder are in consideration for products or services rendered to Buyer after the Closing Date; (fii) all liabilities accounts payable then current and obligations arising under any Assigned Contract (as agreed to in writing by Buyer and all liabilities for any breach, act or omission under any Assigned Contract) arising on Seller at or prior to Closing; and (iii) accrued payroll for the employees of Seller that will be employed by Buyer or an Affiliate of Buyer immediately after the Closing; , and (g) all other liabilities associated payroll taxes for the Seller's current payroll period in which the Closing Date occurs, as agreed to in writing by Buyer and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees at or prior to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Closing.

Assumption of Liabilities. On the terms and subject to the terms and conditions of set forth in this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer , pursuant to the Sale Order, Purchaser will not assume or have any responsibilityassume, howevereffective as of the Closing, and will timely perform and discharge in accordance with respect to any other obligation or liability of Seller not included within their respective terms, the definition of following Liabilities (collectively, the “Assumed Liabilities, including, but not limited to: ”): (a) Taxes related all Liabilities of any kind or character to the extent resulting from or arising out of or in connection with Purchaser’s or its Affiliates’ use, operation, possession or ownership of or interest in the Purchased Assets and/or the Business, in each case, following the Closing; (b) any Assumed Cure Costs that Purchaser is required to pay pursuant to Section 2.5; (c) all Liabilities of Sellers under the Purchased Contracts that arise on or after the Closing Date; (d) all Liabilities of Sellers arising out of or relating to (i) the Transferred Permits/Licenses, including such Liabilities thereunder arising out of or relating to all Reclamation and post-mining Liabilities of the Business or the Acquired Purchased Assets for all Tax periods (or portions thereof) ending on or prior and such Liabilities thereunder arising with respect to the Closing; Interim Period, (bii) any costs mine operation or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors safety compliance matters related to the Bankruptcy Case; condition of the Purchased Assets or the mining areas of the Business, but excluding any Excluded Pre-Closing Fines, (ciii) liabilities to the extent relating to Purchased Assets’ or the Excluded Assets; Business’s compliance with Environmental Laws, and (div) liabilities and obligations any conditions arising from a spill, emission, release or disposal into the environment of, or human exposure to, hazardous materials resulting from the operation of Seller under this Agreement (the Business or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); Purchased Assets; (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); any Transfer Taxes; (f) all liabilities and obligations Trade Payables arising under any Assigned Contract after the Petition Date that remain unpaid in the Ordinary Course of Business of Sellers as of the Closing Date (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing“Assumed Payables”); and and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"Liabilities listed on Schedule 2.3(g). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".

Assumption of Liabilities. On the terms and subject to the terms and conditions of set forth in this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer , Purchaser will not assume or have any responsibilitywill cause one or more of its designees to assume, howevereffective as of the Closing, and will timely perform and discharge in accordance with respect to any their respective terms, the following Liabilities existing as of the Closing Date and no other obligation or liability Liabilities of Seller not included within or any of its Affiliates (collectively, the definition of “Assumed Liabilities, including, but not limited to: ”): (a) Taxes all Liabilities from the ownership or operation of the Purchased Assets by Purchaser solely to the extent such Liabilities arise after the Closing; (b) any Assumed Cure Costs that Purchaser is required to pay pursuant to Section 2.5; (c) all Liabilities of Seller under the Purchased Contracts; (d) all Liabilities under warranty obligations or arising under applicable Laws relating to product liability or food and drug in respect of any products manufactured or sold by the Business at, prior to or after the Closing; (e) all Liabilities of Seller for accrued and unpaid trade payables (whether billed or unbilled) (i) relating to the Business, (ii) which were delivered to Seller on or after the Petition Date, and (iii) that are administrative expenses under Section 503(b) of the Bankruptcy Code, other than any claims under Section 503(b)(9) of the Bankruptcy Code, as set forth on a detailed statement (including a good faith estimate for the Closing Date) provided to the Purchaser at least five (5) Business Days prior to Closing, subject to a cap of $910,000 for trade payables recorded as accounts payable related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees Seller’s books and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); records; (f) all liabilities Liabilities of Seller with respect to Groupon coupons and obligations gift certificates related to the Business and all Liabilities for any unredeemed refund amounts issued to customers of the Business to the extent arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or Seller’s refund policy in effect immediately prior to the Closing; and date hereto; (g) all other liabilities Liabilities of Seller in respect of accrued wages, vacation, sick leave and obligations paid time off of Transferred Employees for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared periods prior to the rights Closing Date (the “Assumed Employee Liabilities”); and (h) adjusted EBITDA losses incurred in operating the Business during the period between the Petition Date and remedies which the Closing Date, as set forth on a detailed statement (including a good faith estimate for the period from the date of delivery of such parties would have had against Seller had this Agreement not been consummated. The "statement to the Closing Date) provided to the Purchaser at least three (3) Business Days prior to Closing, subject to a cap of $1,000,000.

Assumption of Liabilities. On and subject to Except as otherwise expressly set forth herein or, if applicable, in the terms and conditions Interim Servicing Agreement, upon the satisfaction or waiver of each condition precedent specified in Section X.A of this Agreement, Buyer Purchaser shall assume and become responsible for all the following obligations, each without the execution or delivery of any additional document, on the Closing Date: 1. All of the Assumed Liabilities at obligations of Seller arising after the ClosingCut-Off Time to perform under the Cardholder Agreements, and the Security Agreements included in the Accounts to be Sold (excluding obligations for Account Benefits pursuant to Article III); and 2. Buyer will not assume or have any responsibility, however, All of the obligations of Seller arising after the Cut-Off Time to perform with respect to the Accounts to be Sold under any Requirements of Law, except for those charges: (a) arising from Seller’s violation on or before Cut-Off Time to any Requirements of Law; or (b) arising from or relating to any special assessments with respect to periods up to and including the Cut-Off time (collectively, the “Assumed Liabilities”). Prior to the Conversion Date, the payments to be made by Purchaser to Seller under this section shall be made pursuant to Article III of the Interim Servicing Agreement. 3. Except as provided above, Purchaser shall not assume any liability, commitment, or any other obligation of Seller, whether absolute, contingent, or otherwise known or unknown of any nature, kind or description whatsoever, arising from or related to the operation of the Seller’s business prior to, at or after the Cut-Off Time. 4. Seller expressly retains all liability arising out of Seller not included within or from the definition of Assumed LiabilitiesAccount Benefits, including, but not limited to: (a) Taxes related to , points and the Business or cost of the Acquired Assets for all Tax periods (or portions thereof) ending on or possible redemption of such points prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees Cut-Off Time. Purchaser assumes liability for points and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or redemption thereof after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Cut-Off Time.

Assumption of Liabilities. On and subject to (a) At the terms and conditions of this Agreementclosing, Buyer Purchaser shall assume and become responsible for all for, and shall thereafter pay, perform, and discharge as and when due, only the following liabilities (collectively, the “Assumed Liabilities”): (i) Seller’s trade payables related to the Business and reflected on either the Estimated Working Capital Statement or the Closing Date Working Capital Statement, but only to the extent incurred by Seller within 45 days prior to Closing; (ii) those certain accrued expenses (other than expenses that are Retained Liabilities) of Seller related directly to the operation of the Assumed Liabilities at Business set forth in the accounts listed on Schedule 2.3(a)(ii), but only to the extent incurred by Seller within 45 days prior to Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability ; and (iii) all liabilities and obligations of Seller arising on or after the Closing Date under the Contracts listed on Schedule 2.3(a)(iii) (the “Assumed Contracts”), other than Retained Liabilities. (b) Notwithstanding anything to the contrary contained in Section 2.3(a), Purchaser shall not included within assume, and shall have no liability under or by reason of this Agreement for any obligations, duties, or liabilities relating to Seller’s operation of the definition of Business other than the Assumed Liabilities, including, but without limitation, any of the following (collectively, the “Retained Liabilities”): (i) all accrued expenses of Seller not limited to: included in Section 2.3(a)(ii), including the accounts set forth on Schedule 2.3(b)(i); (aii) Taxes any liability related to Benefit Plans of Seller; (iii) any product liability or warranty claims (express or implied) of third parties (including any Affiliate of Seller) arising out of or relating to products provided, or sold by Seller prior to the Closing Date; (iv) any liability under any Assumed Contract that arises out of or relates to any breach or violation that occurred prior to the Closing Date; (v) any liability that arises out of or relates to obligations for the repayment of Debt by Seller or any Affiliate; (vi) any liability under any Contract that is not an Assumed Contract; (vii) any liability of any Person, except for the Assumed Liabilities of Seller; (viii) any liability for COBRA continuation for any employee of Seller with a qualifying event prior to the Closing Date; (ix) any liability for workers’ compensation claims incurred prior to the Closing Date; (x) any liability not directly related to the Business ownership of the Purchased Assets and/or not incurred in the Ordinary Course of Business; (xi) any liability of Seller or any Member arising out of or relating to the Acquired execution, delivery, or performance of this Agreement or any Ancillary Agreement; (xii) any liability of any Member or Seller arising from or relating to any action taken by Seller, or any failure on the part of Seller to take any action, at any time after the Closing Date; (xiii) any liability of Seller arising from or relating to any claim or proceeding against Seller pending on or incurred prior to the Closing Date, including, without limitation, those proceedings set forth on Schedule 5.8 ; (xiv) any liability of Seller or any Member for the payment of any Tax, including, without limitation, for the Taxes (A) of any other Person, whether as transferee, successor, by contract or otherwise, including Interpoint Partners, Inc., a California corporation, and Interpoint Partners, LLC, a California limited liability company, and (B) resulting from, or arising in connection with, the transactions contemplated by this Agreement, and (C) Taxes with respect to the Purchased Assets for all arising on or prior to the Closing Date or with respect to any Tax periods (or portions thereof) ending on or prior to the Closing; Closing Date; (bxv) any costs liability or expenses incurred obligation of any Person relating to a Hazardous Substance in connection withwith the Business or the Leased Real Property that arises out of or relates to any action that occurred prior to the Closing Date; (xvi) any liability of Seller to any Affiliate of Seller or any Affiliate of any Member, including but not limited to any liability arising out of or related toto any loans, the administration of the Bankruptcy Casemanagement fees, including, without limitation, and any accrued professional fees and expenses of attorneysinterest related thereto, accountants, financial advisors and other professional advisors related from or owed to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations any Affiliate of Seller under this Agreement or any Affiliate of any Member; (or xvii) any liability under any side agreement between Assumed Contract, if either (A) Seller on the one hand and Buyer on the other hand entered into on shall not have obtained or after the date of this Agreement); (eB) all claims against Seller related Purchaser shall not have waived in writing Seller’s obligation hereunder to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breachobtain, act or omission under any Assigned Contract) arising on or prior to the Closing; and Closing Date, any consent required to be obtained by the terms of such Assumed Contract from any Person with respect to the assignment or delegation to Purchaser of any rights or obligations under such Assumed Contract; (gxviii) all other liabilities and obligations for which Buyer does not expressly assume any liability that is inconsistent with or constitutes an inaccuracy in, or that arises or exists by virtue of any breach of, (collectivelyA) any representation or warranty made by Seller or any Member in this Agreement or any Ancillary Agreement, or (B) any covenant or obligation of Seller or any Member contained in this Agreement or any Ancillary Agreement; or (xix) any liability of Seller arising from the "Excluded Liabilities"). Seller agrees to provide for each termination of the Excluded Liabilities either by payment employment of Xxxxx Xxxxx or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Xxxxx Xxxxxxxxx.

Assumption of Liabilities. On Upon the terms and subject to the terms and conditions of this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities Asset Buyers agree, effective at the time of Closing. Buyer will not , to assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of following liabilities (the “Assumed Liabilities, including, but not limited to: ”): (a) Taxes liabilities arising in connection with or related to the operation of the Business by Buyers subsequent to the Closing, to the extent not constituting Excluded Liabilities; (b) liabilities in respect of trade creditors accrued on the Reference Balance Sheet, or incurred in the ordinary course of business following the Reference Balance Sheet Date, and not discharged as of the Closing, but only to the extent reflected in the Closing Balance Sheet; (c) liabilities, obligations and commitments of any Seller under the Acquired Contracts but only to the extent such liabilities, obligations and commitments arise either (i) in the period from and after the Closing or (ii) in any period prior to Closing, and, in the case of (ii) only, to the extent reflected in the Closing Balance Sheet; (d) Environmental Liabilities arising from or related to the ownership or the operation of the Business or the Acquired Purchased Assets subsequent to the Closing; (e) (i) liabilities, obligations and commitments to the customers of the Business for all Tax periods products manufactured on or prior to the Closing by the Business based on damage or quality claims and (or portions thereofii) ending product liability arising out of products manufactured on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); ; (f) all other than as set forth in Section 6.07(c), liabilities and obligations in respect of value added Taxes, if any, arising under any Assigned Contract (and all liabilities for any breachin connection with the transaction contemplated hereby and, act or omission under any Assigned Contract) arising on or prior to the Closing; and in accordance with Section 6.07(b), one-half of Transfer Taxes; (g) liabilities arising subsequent to the Closing pursuant to a Key Employee Salary Continuation Agreement but only with respect to termination of a Key Employee’s employment by Buyer Parent or an Affiliate thereof subsequent to the Effective Time; (h) all of the liabilities of TCMS, Inc., except as provided for in Section 2.04(g); or (i) other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"listed or described on Schedule 2.03(i). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".

Assumption of Liabilities. On As of the Effective Time, Buyer shall, pursuant to a Xxxx of Sale, Assignment and subject to the terms and conditions of this Assumption Agreement, Buyer shall assume substantially in the form attached hereto as Exhibit B (the “Xxxx of Sale, Assignment and become responsible for all of Assumption Agreement”), assume, pay, and perform in accordance with their terms only the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability following liabilities and obligations of Seller not included within (collectively, the definition of “Assumed Liabilities, including, but not limited to: ”): (a) Taxes related to all trade accounts payable of Seller outstanding as of the Effective Time and incurred in the Ordinary Course of Business or the Acquired Assets for all Tax periods that are listed (or portions thereofby creditor and invoice) ending on or Schedule 1.03(a), which such Schedule shall be updated immediately prior to the Closing; Closing pursuant to Section 7.03, subject to subsequent adjustment in connection with the calculation of Closing Net Working Capital, and (ii) any credit, offset, defense, claim, remedy or other right related to any of the foregoing (“Assumed Accounts Payable”); (b) all current liabilities for accrued but unused vacation pay, sick pay and personal time off as of the Effective Time, and any costs accrued wages, salaries, bonuses and commissions (including payroll Taxes attributable to such amounts) that are listed on Schedule 1.03(b) and owing to Transferred Employees, which such Schedule shall be updated immediately prior to the Closing pursuant to Section 7.03, subject to subsequent adjustment in connection with the calculation of Closing Net Working Capital, and (ii) any credit, offset, defense, claim, remedy or other right related to any of the foregoing (“Employee Accruals”); (c) all accrued expenses of Seller, including Employee Accruals, that are outstanding as of the Effective Time and incurred in the Ordinary Course of Business that are listed (by creditor and invoice) on Schedule 1.03(c) (excluding, in any event, all Taxes other than payroll Taxes to the extent included in Employee Accruals pursuant to Section 1.03(b)), which such Schedule shall be updated immediately prior to the Closing pursuant to Section 7.03, subject to subsequent adjustment in connection withwith the calculation of Closing Net Working Capital, and (ii) any credit, offset, defense, claim, remedy or other right related toto any of the foregoing (“Assumed Accrued Expenses”); and (d) liabilities and obligations arising under the Purchased Contracts (“Deferred Revenue”), the administration Purchased Leases and the Real Property Leases, but only to the extent that such liabilities and obligations are first required to be performed on or after the Effective Time and arise out of the Bankruptcy Casewritten terms or, to the extent described in Schedule 1.01(h) or Schedule 1.01(i), oral terms of such Purchased Contracts, Purchased Leases and Real Property Leases as provided by Seller to Buyer, and specifically excluding liabilities and obligations for breaches of such Purchased Contracts, Purchased Leases and Real Property Leases, if any, resulting from acts or omissions of Seller prior to or as of the Effective Time, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related liability arising from any transfer or assignment pursuant to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand in contravention of such Purchased Contracts, Purchased Leases and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Real Property Leases.

Assumption of Liabilities. On and subject to At the terms and conditions of this AgreementClosing, Buyer shall assume assume, and become responsible for thereafter pay, perform and discharge when due, all of the Assumed Liabilities at following liabilities (the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: "ASSUMED LIABILITIES"): (a) Taxes related all liabilities and obligations of Sellers arising after the Closing relating to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy CaseContracts, including, without limitation, any accrued professional fees all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and expenses assignment of attorneysthe Acquired Contracts (such cure costs are, accountantscollectively, financial advisors the "CURE COSTS"); (b) all liabilities and other professional advisors related obligations arising after the Closing relating to the Bankruptcy Case; Acquired Assets; (c) liabilities to the extent relating to the Excluded Assets; and (d) except as set forth in Section 1.4(a), all liabilities and obligations of any Seller under this Agreement (or relating to the Acquired Assets and arising under any side agreement between Seller Environmental Law; (d) the accounts payable of Sellers that exist at the Closing Date of the type set forth on the one hand and Buyer on Reference Balance Sheet (the other hand entered into on or after the date of this Agreement"ACCOUNTS PAYABLE"); ; (e) all claims against Seller related to liabilities and obligations of Sellers as of the Hyatt Claims Closing Date for real and the Seller Claims personal property Taxes that are set forth on Schedule 2.1(i1.3(e); provided, however, that in no event shall the liabilities assumed under this Section 1.3(e) exceed $42,000,000; (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities of Sellers as of the Closing Date for vacation pay for any breachhourly employees of Seller in excess of $10,000,000; provided, act or omission however, that in no event shall the liabilities assumed under any Assigned Contractthis Section 1.3(f) arising on or prior to the Closing; and exceed $20,000,000; (g) fifty percent of all liabilities and obligations of Sellers as of the Closing Date for vacation pay for any salaried employees of Sellers; provided, however, that in no event shall the liabilities assumed under this Section 1.3(g) exceed $6,500,000 (the liabilities described in this Section 1.3(g), together with the liabilities described in Section 1.3(e) and Section 1.3(f), are hereinafter collectively referred to as the "SPECIFIED LIABILITIES"); (h) the operating liabilities of the Railroad Subsidiaries, Columbus Coatings Company and Columbus Processing Company, LLC (excluding any collective bargaining agreement or employee benefit plan not listed on Schedule 1.1(d) or Schedule 1.1(r)); (i) all liabilities and obligations of the Railroad Subsidiaries arising out of, or relating to, public or private street, bridge, underpass or other crossings imposed by the regulations or orders of any regulatory or licensing agency, or by agencies or governmental bodies responsible for preserving the public health or safety; and (j) all liabilities and obligations arising from or relating to the Acquired Benefit Plans; and (k) all liabilities and obligations for which Buyer does not expressly assume damages to Persons or property (including, without limitation, liabilities and obligations to repair or replace, or to refund the sales price (or any liability other related expenses)) relating to alleged defects in (collectively, i) products sold by Sellers after the "Excluded Liabilities"). Seller agrees to provide for each of Petition Date or arising under warranties issued by Sellers after the Excluded Liabilities either Petition Date or (ii) buildings or structures that have been manufactured by payment Sellers after the Petition Date or under that incorporate products sold or manufactured by Sellers after the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Petition Date.

Assumption of Liabilities. On and subject (a) Subject to the terms and conditions of this Agreementhereof, at Closing the Buyer Parties shall assume and become responsible for all of agree to pay and discharge when due the Assumed Liabilities following liabilities relating to the Assets and existing at or arising on or after the Closing. Buyer will not assume or have any responsibilityClosing Date (collectively, however, with respect to any other obligation or liability of Seller not included within the definition of “Assumed Liabilities”): (i) liabilities, including, but not limited to: (a) Taxes related obligations and commitments relating exclusively to the Business or the Acquired Assets for all Tax periods that are (or portions thereofx) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller reflected on the one hand and Buyer on the other hand entered into on Audited Balance Sheet or (y) incurred after the date of the Audited Balance Sheet in the ordinary course of business consistent with prior practice and in accordance with the terms of this Agreement); , except, in each case, for (eA) all claims against Seller liabilities related to product liability claims, (B) Environmental Liabilities and Costs, (C) liabilities for Taxes, (D ) liabilities in respect of Employees or Seller Benefit Plans except to the Hyatt Claims extent specifically assumed by Buyer pursuant to Article VI, and (E) intercompany accounts payable which do not represent trade accounts payable; (ii) liabilities, obligations and commitments (x) arising out of the Seller Claims agreements set forth on Schedule 2.1(i2.7(a) (or not required to be set forth therein because of the amount involved); (f) all liabilities and obligations arising under , but not including any Assigned Contract (and all liabilities obligation or liability for any breach, act or omission under any Assigned Contract) arising on or breach thereof occurring prior to the Closing Date or (y) listed on Schedule 1.3(a)(ii); and (iii) liabilities in respect of Transferred Employees to the extent specifically assumed by Buyer pursuant to Article VI. (b) At Closing; and (g) all other liabilities and obligations for which , Buyer does not expressly assume any liability (collectivelyshall, the "Excluded Liabilities"). Seller agrees to provide for each or shall cause one of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of Buyer Parties to, assume the Assumed Liabilities by executing and delivering to Seller an assumption agreement in a form reasonably satisfactory to Seller (the “Assumption Agreement”) or shall assume the foreign Assumed Liabilities in no way expand accordance with the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "respective Foreign Acquisition Agreement.

Assumption of Liabilities. On Effective as of the Closing Date, the Assignee will assume and subject agree to pay, perform and discharge, as and when due, and indemnify and hold the Assignor harmless from and against, (i) each liability listed in Schedule 1.3 being liabilities relating to the terms Business (ii) each obligation of the Assignor to be performed after the Closing Date with respect to the Transferred Assets and conditions the Assigned Contracts and (iii) each other liability of this Agreementthe Assignor thereunder (including liabilities for any breach of a representation, Buyer warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of the Assignee (or any of the Assignee's affiliates (other than the Assignor), representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). The Assignee shall assume not assume, and become responsible for all shall not be obligated to pay, perform or discharge, any liability or obligation of the Assignor other than the Assumed Liabilities at the Closing. Buyer will (whether or not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business Transferred Assets or the Acquired Assets for all Tax periods (or portions thereofBusiness) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees , and shall not be obligated for any other claim, loss or liability relating to provide any act, omission or breach by the Assignor with respect to the Business, the Transferred Assets or the Assigned Contracts, for each of any claim, loss or liability related to the Excluded Liabilities either by payment Assets or the Excluded Liabilities, all of which, the Assignor shall remain obligated to pay, perform and discharge and to indemnify and hold the Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the prospectus attached hereto (the "Prospectus") under the Plan. Buyer's assumption of the Assumed caption "Legal Proceedings", shall be Excluded Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared except to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "extent expressly assumed as provided in Schedule 1.3.

Assumption of Liabilities. On As of and subject to after the terms and conditions of this AgreementClosing Date, Buyer shall assume only the following liabilities and become responsible for responsibilities (collectively, the “Assumed Liabilities”), and no others: (a) the capital leases set forth on Schedule 2.3(a); (b) the trade payables set forth on Schedule 2.3(b); (c) the pending litigation against the Acquired Assets or the Business set forth on Schedule 2.3(c); provided, however, that Buyer shall not assume any pending litigation matter (and the parties shall cause Schedule 2.3(c) to be amended to remove any pending litigation matter) if and to the extent that (i) Buyer has elected, by written notice to Company given at any time prior to the expiration of the Due Diligence Period, to not assume such pending litigation, or (ii) Buyer and Company are unable to mutually agree upon a dollar value to assign to the liability of Company associated with such pending litigation after good faith negotiations during the Due Diligence Period in accordance with Section 2.6(a)(ii) below; (d) the performance obligations of each Seller under all Assumed Contracts, but solely with respect to performance obligations arising after the Closing Date; provided, however, that Buyer shall have assumed substantially all of the Assumed Liabilities at outstanding Contracts that are not subject to either (i) any dispute with or adverse claim by any Seller or the Closing. other contracting party, or (ii) any pending or threatened litigation, and provided, further, however that subject to the prior proviso, Buyer will shall not assume or have any responsibility, however, with respect Contract (and the parties shall cause Schedule 2.1(h) to be amended to remove any other obligation or liability of Seller not included within Contract from the definition list of Assumed Liabilities, including, but not limited to: (aContracts) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees if and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating that Buyer has elected, by written notice to the Excluded AssetsCompany given not less than five (5) Business Days prior to Closing, to not assume such Contract; and and (de) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the all other hand Contracts entered into on or by any Seller after the date of this Agreement); Agreement but prior to the Closing which were consented to in writing by Buyer prior to their execution by such Seller. Schedule 2.1(h) shall be amended prior to the Closing to include all Contracts described in clause (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "above.

Assumption of Liabilities. On the terms, and subject to the terms and conditions of conditions, set forth in this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, howeverthe relevant Subsidiary of the Purchaser to which the Purchaser has assigned the right to purchase assets of an entity that is a member of the Seller pursuant to Section 10.5 (or, if the Purchaser has made no such assignment, the Purchaser) shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with respect to any other obligation or liability their respective terms, the following Liabilities of such entity that is a member of the Seller not included within (collectively, the definition of “Assumed Liabilities, including, but not limited to: ”): (a) Taxes related all Liabilities incurred after the Closing Date in connection with the ownership or operation of the Business, in each case to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending extent based on or prior to facts and circumstances first arising after the Closing; ; (b) any costs or expenses incurred all Liabilities under the Purchased Contracts, in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related each case to the Bankruptcy Case; extent based on facts and circumstances first arising after the Closing; (c) liabilities all Liabilities assumed under Section 7.9; (d) 50% of all Transfer Taxes to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); provided in Section 10.1; (e) all claims against Seller related Liabilities under Transferred Real Property Leases, in each case to the Hyatt Claims extent based on facts and circumstances first arising after the Seller Claims set forth on Schedule 2.1(i); Closing; (f) all liabilities Liabilities under the BarCap APA arising from the exploitation or use after the Closing Date by the Purchaser or its Subsidiaries after the Closing Date of the XXXXXX and obligations arising under XXXXXX BROTHERS names and any Assigned Contract (logos containing such names in the Business and all liabilities for any breach, act other non-Xxxx intellectual property used after the Closing Date in or omission under any Assigned Contract) arising on or prior to the Closing; and covering such Business; (g) all other liabilities and Liabilities under the BarCap TSA arising from the Purchaser’s or its Subsidiaries’ receipt or use after the Closing Date of services provided thereunder as well as the obligations for which Buyer does not expressly assume any liability (collectively, as an assignee in part of the "Excluded Liabilities"). Seller agrees BarCap TSA to provide for each services thereunder and otherwise comply with the applicable terms of that agreement from and after the Closing Date; (h) the unfunded amount of the Excluded Parent’s or its Affiliates’ general partner or special limited partner capital commitments associated with the Funds that are included in the Business for periods commencing after the Closing Date; (i) all Liabilities either by payment or under the Plan. Buyer's assumption described in clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v) of the Assumed Liabilities shall in no way expand the rights or remedies definition of third parties against Buyer as compared “Closing Cash Target” to the rights extent such Liabilities are taken into account in determining the Final Closing Cash Target and remedies which all Liabilities described in the definition of Closing Other Liabilities Adjustment to the extent such parties would have had against Seller had this Agreement not been consummated. The "Liabilities are taken into account in determining the Final Closing Other Liabilities Adjustment; and (j) all Liabilities listed on Schedule 2.3(j).

Assumption of Liabilities. On From and subject to after the terms and conditions of this AgreementClosing Date, Buyer shall assume and become responsible for all fully pay, discharge, satisfy and perform when due, the following liabilities or obligations listed in clauses (a) through (g) of the Assumed Liabilities at the Closing. Buyer will not assume this Section 2.3, whether now existing or have hereafter arising, primary or secondary, direct or indirect, known or unknown, fixed or contingent, and specifically excluding any responsibilityExcluded Liabilities; provided, however, with that clauses (a)-(e) and (g) of this Section 2.3 shall not include any liabilities or obligations in respect of Taxes, which shall be governed exclusively by clause (f) herein (such assumed debts, obligations, liabilities and commitments are collectively referred to any other obligation or liability of Seller not included within herein as the definition of “Assumed Liabilities, including, but not limited to: ”): (a) Taxes related All obligations, liabilities and commitments of Seller, the Selling Subsidiaries or any of their respective Affiliates to the Business extent arising under or relating to the Transferred Contracts or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred Transferred Authorizations and Certifications, in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities each case to the extent relating to the period on and after the Closing Date or arising or incurred on or after the Closing Date, except to the extent any such obligation, liability or commitment constitutes an Excluded Liability pursuant to Section 2.4; (b) All obligations, liabilities and commitments to the extent accruing, arising out of or relating to the operation or conduct of the Business or the use or ownership of the Purchased Assets; , in each case after the Closing Date, including obligations, liabilities and commitments in respect of any and all products sold by the Business on or after the Closing Date (including in respect of product liability claims), except to the extent any such obligation, liability or commitment constitutes an Excluded Liability pursuant to Section 2.4; (c) All obligations, liabilities and commitments for refunds, adjustments, allowances, repairs, exchanges, returns, spoils, unsaleables, and warranty claims to the extent exclusively attributable to the sale of Products by the Business prior to, on or after the Closing Date in accordance with the ordinary course of business and, if applicable, the terms of the Transferred Contracts, except as otherwise provided in Section 2.4(d)(i) and except for trade promotions, consumer promotions, rebates, volume discounts or coupons, which are the subject of Sections 2.3(d) and (e); (d) All obligations, liabilities and obligations commitments for trade promotions, consumer promotions, rebates or volume discounts set forth on Schedule 2.3(d) or offered in compliance with Section 5.3(b)(vii) (other than coupons, which are the subject of Seller under this Agreement Section 2.3(e)), exclusively relating to Products to the extent sold by the Business on or after the Closing Date; (e) All obligations, liabilities or under any side agreement between Seller commitments for manufacturer’s coupons relating to Products which coupons are (i) (x) set forth on Schedule 2.3(e) or issued in compliance with Section 5.3(b)(vii), (y) issued, granted, delivered or otherwise made available before the one hand Closing Date and (z) received by the clearinghouse for reimbursement more than 75 days after the Closing Date, but solely to the extent such Products are sold on or after the Closing Date; or (ii) issued, granted, delivered or otherwise made available by Buyer on or after the other hand Closing Date; (f) Subject to Section 8.3, all liabilities for Taxes arising as a result of Buyer’s operation of the Business or ownership of the Purchased Assets arising as of the time that is immediately after the Closing and half of any Transfer Taxes in accordance with Section 6.1; and (g) All obligations, liabilities and commitments from (i) the advertising and media commitments set forth in Schedule 2.3(g) or (ii) advertising or media commitments entered into or assumed by Seller or any of the Selling Subsidiaries on or after the date of this Agreement in accordance with the terms of this Agreement, in each case of clause (i) and (ii); (e) all claims against Seller related , exclusively in respect of the operation of the Business to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising extent on or prior to after the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Closing Date.

Assumption of Liabilities. On the terms and subject to the terms and conditions of set forth in this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. , Buyer will not assume or have any responsibilityassume, howevereffective as of the Closing Date, with respect to any other obligation or liability and will, from and after the Closing Date, perform, satisfy and discharge, only the following Liabilities of Seller not included within (collectively, the definition of “Assumed Liabilities, including, but not limited to: ”): (a) Taxes related all Accounts Payable, Accrued Expenses, all accrued but unpaid vacation days up to the Business Closing Date or the Acquired Assets applicable Transfer Date for all Tax periods (or portions thereof) ending each Employee who becomes a Transferred Employee, and Accrued Rebates whether arising prior to, on or prior to after the Closing; Closing Date; (b) any costs or expenses incurred in connection withall Liabilities of Seller under the Assigned Real Property Leases, Assigned Contracts and Assigned Approvals (including all Liabilities arising out of, or related relating to, the administration any termination or announcement or notification by any third party of an intent to terminate any such Contract or Approval), and all Liabilities of Seller in respect of the Bankruptcy Caseinstrument described on Schedule 3.6(b)(iv), including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities but in each case only to the extent relating to the Excluded Assetsperiod from and after the Closing Date; (c) all Liabilities arising out of or relating to employment, or service or compensation, employee benefits or termination of employment or service with respect to any Transferred Employees and their respective dependents and beneficiaries, in each case, in respect of service after the Closing Time, except as expressly set forth to the contrary in Section 6.5 (but subject to the reimbursement obligations of Buyer therein); and and (d) liabilities all Liabilities arising out of, relating to, or otherwise in respect of, the Radiopharmacy Business or Purchased Assets in respect of the period from and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Closing Date.

Assumption of Liabilities. (a) On the terms and subject to the terms and conditions of set forth in this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer , Purchaser shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with their respective terms, only the specific liabilities of Sellers set forth below (collectively, the “Assumed Liabilities”): (i) Current accruals and related Cure Costs for those Accepted Contracts (including Accepted Real Property Leases and Accepted Intellectual Property Licenses) which Purchaser directed Sellers to accept pursuant to Section 8.12 for which Purchaser has not changed its direction prior to the Closing, or as to any Accepted Contract which Purchaser directed Sellers to accept pursuant to Section 8.12 where the hearing to determine the amount of Cure Costs is not held until after the Closing Date, current accruals and Cure Costs for such Accepted Contracts will not be paid by Purchaser to the applicable counterparty promptly after an Order determining the amount of such Cure Costs is entered by the Bankruptcy Court (unless Purchaser has changed its direction to assume or have any responsibilityprior to entry of such Order); (ii) Current wages, salary and commissions for Employees payable by Sellers (provided, however, with respect Assumed Liabilities shall be deemed to not include any other obligation to, or liability benefits for, Employees including any severance, continuation, bonuses or benefits payable in connection with change of Seller not included within control provisions or otherwise, except to the definition extent specifically assumed pursuant to Sections 2.3(a)(iii), 2.3(a)(iv), and 2.3(a)(v)); (iii) Up to $438,000 in Current bonuses payable pursuant to incentive plans for sales employees and retail store employees existing as of Assumed Liabilities, including, but not limited to: the date hereof; (aiv) Taxes accrued vacation costs for the Continuing Employees to the extent accrued on Seller’s books and records as of the Closing; (v) costs for reimbursement claims of Continuing Employees submitted after the Closing and related to medical and dental costs incurred by the Continuing Employees prior to Closing; (vi) Current premiums under insurance policies that are Purchased Assets; (vii) Current payroll Taxes payable by the Sellers in connection with the operation of its Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the ClosingClosing Date; (viii) Current Trade Payables existing on the Closing Date (including accrued but unbilled Trade Payables); (ix) quarterly U.S. Trustee fees accrued and unpaid through the Closing Date; (x) real and personal property taxes and any miscellaneous secured claims related to Purchased Assets allowed in the Bankruptcy Case with priority over the liens of the First Lien Lenders and the Second Lien Lenders; (xi) Transfer Taxes applicable to the transfer of the Purchased Assets pursuant to this Agreement to the extent not exempt under Section 1146(c) of the Bankruptcy Code or otherwise; (xii) Current sales and use Taxes and similar Taxes including gross receipts Taxes plus up to an additional $645,000 of sales and use Taxes and similar Taxes including gross receipts Taxes (including, solely for this purpose, the Michigan Single Business Tax) whether incurred before or after the Petition Date; (xiii) any other accrued and unpaid expenses or obligations incurred by the Sellers prior to the Closing Date that Purchaser expressly agrees to assume in a writing signed by an executive officer of Purchaser that specifically refers to this Section 2.3(a)(xiii) delivered to the Company prior to the Closing Date; (xiv) up to $25,000,000 of Liabilities arising after the Petition Date in the Ordinary Course of Business that would have been recorded as “Customer Accommodations” in the line item “Accrued Liabilities” in a consolidated balance sheet of the Business prepared in accordance with GAAP and using the same accounting principles, policies and practices used in the preparation of the December Financial Statements; and (xv) up to an aggregate of $3,000,000 in Winddown Costs, to be paid by Purchaser upon presentation by Debtors of invoices reflecting the payee, the amounts due and other reasonable documentation. (b) Nothing in this Section 2.3 shall prohibit Purchaser from asserting or pursuing any costs claims or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, offsets it may have against any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors Person related to the Bankruptcy Case; any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity. (c) liabilities To the extent that any Liability under any clause of Section 2.3(a) exceeds the aggregate amount of such Liability specifically assumed by Purchaser pursuant to such clause, Purchaser shall, in its sole and absolute discretion, select which of such Liabilities it shall assume pursuant to such clause. Any such Liability under any such clause shall be deemed selected to be assumed by Purchaser under such clause if Purchaser makes payment or otherwise satisfied such Liability. In no event will Purchaser be required to or deemed to assume any Liability under any clause of Section 2.3(a) to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (it exceeds any dollar limitation in such clause or under is otherwise outside any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall limitation in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "clause.

Assumption of Liabilities. On the terms and subject to the terms and conditions of contained in this Agreement, at Closing Buyer shall assume assume, become liable for and become responsible for all agree to pay, discharge and perform, as the case may be, the following Liabilities, whether incurred or arising before or after the Closing Date, other than Excluded Liabilities (collectively, "Assumed Liabilities"): (a) Liabilities of Seller relating exclusively to the ownership or conduct of the Business reflected on the Year-End Balance Sheet or incurred in the ordinary course of business but not required by GAAP to be reflected thereon, or incurred in the ordinary course of business since the Balance Sheet Date; (b) Liabilities associated with the Assumed Contracts, customers and suppliers arising from the conduct of the Business; (c) Other than as set forth in Section 1.6(a), Liabilities at for Taxes with respect to the Closing. Buyer will not assume ownership or have any responsibilityuse of the Purchased Assets or the conduct or operation of the Business; (d) Other than as set forth in Section 1.6(c) and (e), howeverLiabilities under Welfare Benefit Plans that are fully self-insured by Seller, vacation, bonuses, commissions, sick leave, short-term and long-term disability benefits and workers' compensation benefits, with respect to any other obligation Employees or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration former Employees of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy CaseBusiness; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); and (e) all claims Other than as set forth in Section 1.6(f), Liabilities relating to any Action asserted against Seller related to the Hyatt Claims and the Seller Claims that is set forth on Schedule 2.1(i); (f) all liabilities and obligations 2.12 or any other Action arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each out of the Excluded Liabilities either ownership or use of the Purchased Assets or the conduct or operation of the Business by payment Seller (provided that the foregoing shall not limit the effectiveness of Seller's representations pursuant to Article 2 or under the Plan. Buyer's assumption right to indemnification in accordance with the provisions of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Article 10).

Assumption of Liabilities. On and subject (a) Pursuant to the terms and conditions of this the Xxxxxxx Asset Assignment Agreement, Buyer shall assume on the Contribution Date, the Company assumed, and become responsible for all agreed to pay, perform and fully observe, effective as of the Assumed Liabilities at Contribution Effective Time, only the Closing. Buyer will not assume following: (x) all liabilities and obligations of the Business to the extent arising out of or have any responsibilityrelating to the operation of the Business after the Contribution Effective Time and (y) the liabilities and obligations of the Xxxxxxx Parties and their Affiliates (excluding the JV Entity and its subsidiaries) set forth below (collectively, howeverthe liabilities and obligations described in clause (x) and (y), with respect to any other obligation or liability of Seller not included within the definition of “Assumed Liabilities”): (i) All (A) liabilities and obligations of the Xxxxxxx Parties under or in respect of the Transferred Contracts and Purchase Orders and (B) Company Shared Contract Liabilities, includingin the case of clauses (A) and (B), but not limited to: (a) Taxes related excluding any liability or obligation relating to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending arising from any breach on or prior to the Closing; Contribution Effective Time by any Xxxxxxx Party of any of its liabilities or obligations under the applicable Transferred Contract, Purchase Order or Shared Contract and excluding any liabilities or obligations that are the responsibility of Xxxxxxx under the Transition Services Agreement; (bii) any costs or expenses incurred Current liabilities, in connection witheach case, or related to, to the administration of extent (and only to the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors extent) exclusively related to the Bankruptcy Case; Business and included in the calculation of “current liabilities” in the Final Closing Net Working Capital Amount; (ciii) All liabilities and obligations with respect to the extent Company’s employment of the Transferred Employees from and following the Contribution Effective Time; (iv) All liabilities and obligations relating to the Excluded Assets; and termination of the employment of any Business Employee who does not become a Transferred Employee due to a failure of the Company to offer employment to such Business Employee (dother than any India Employee) in accordance with Section 9.3; (v) All liabilities and obligations relating to the ownership or condition of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or Transferred Assets after the date of this Agreement); Contribution Effective Time; (evi) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all All liabilities and obligations arising under any Assigned Contract assumed by the Company pursuant to Sections 9.3 or 9.4; and (and all liabilities for any breach, act vii) Any liability or omission under any Assigned Contract) arising on or prior obligation with respect to the Closing; and (g) all other liabilities and obligations Taxes for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or Company is liable under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Section 9.2.

Assumption of Liabilities. On (a) Upon the terms and subject to the terms and conditions of this Agreement, Buyer shall assume including the indemnification provisions of Section 10.01 and become responsible for the provisions of Section 1.04(b), Purchaser shall, effective as of the Closing, (1) agree to cause the Transferred Entity to pay, perform and discharge when due, all of its obligations, liabilities and commitments of any nature, whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise and whether due or to become due (“Liabilities”), and (2) assume, and shall pay, perform and discharge when due, all Liabilities of Seller or any other member of the Seller Group (other than the Transferred Entity), in each case to the extent such Liabilities arise out of or relate to the Transferred Assets, the Business or the operation or conduct of the Business prior to, on or after the Closing Date, other than the Retained Liabilities (clauses (1) and (2) collectively and other than the Retained Liabilities, the “Assumed Liabilities”), which Assumed Liabilities at shall include (in each case, other than the Retained Liabilities): (i) all Liabilities to the extent included on the Closing Date Statement, as finally determined after resolution of all disputes in accordance with Section 2.03(b); (ii) all ordinary course Liabilities to the extent arising out of, or relating to, the operation or conduct of the Business or the ownership of the Transferred Assets prior to the Closing. Buyer will , that are not required to be reflected on the Closing Date Statement; (iii) all Liabilities of Seller or any other member of the Seller Group under the Transferred Contracts and the Transferred Permits; (iv) all accounts payable and accrued liabilities to the extent such Liabilities arise out of or relate to the operation or conduct of the Business; (v) all Liabilities of Seller or any other member of the Seller Group to the extent arising out of or relating to products manufactured or sold by the Business at any time, including obligations, liabilities and commitments for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, product liability, merchantability and other claims to the extent relating to such products; (vi) all Environmental Liabilities to the extent at any time arising out of or relating to the Business, the Transferred Real Property, the ownership, operation or conduct of the Business or the ownership or operation of, or activities conducted at, the Transferred Real Property; (vii) all Liabilities in respect of any Action, pending or threatened, and claims, whether or not presently asserted, to the extent at any time arising out of or relating to the operation or conduct of the Business; (viii) solely to the extent such Liabilities are expressly assumed by Purchaser pursuant to Section 6.06, (A) employment and employee benefit-related Liabilities with respect to Transferred Employees and their dependents and beneficiaries (regardless of when or whether such Liabilities arose, arise, were or are incurred) arising out of or relating to any Business Benefit Plan or Business Benefit Agreement other than the Retained Benefit Liabilities (the “Benefit Plan Liabilities”) and (B) all employment and employee Liabilities arising out of or relating to the operation or conduct of the Business; (ix) all Liabilities for (A) Taxes arising out of or relating to or in respect of the Business, the Transferred Assets or the Transferred Entity for any Post-Closing Tax Period, including the Post-Closing Tax Period of a Straddle Period and (B) one-half of any Transfer Taxes (collectively, the “Assumed Tax Liabilities”); and (x) all Liabilities reflected on the Balance Sheet other than (A) reserves for any other Liabilities with respect to which Purchaser is otherwise indemnified hereunder and (B) Liabilities discharged after the date of the Balance Sheet. (b) Notwithstanding any other provision of this Agreement to the contrary, (1) Purchaser shall not assume or have any responsibilityliability in respect of any Retained Liability, howevereach of which shall be retained and shall be paid, with respect to any other obligation or liability of performed and discharged when due by Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods other applicable member of the Seller Group and (or portions thereof2) ending on or prior as between the parties to the Closing; (b) any costs or expenses incurred in connection with, or related tothis Agreement, the administration Transferred Entity shall not be obliged to pay, perform and discharge any Liability that is a Retained Liability (and Seller shall indemnify the Purchaser Indemnitees in accordance with Article X from and against any Liability of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses Transferred Entity that is a Retained Liability but continues to be a Liability of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or Transferred Entity after the date Closing by operation of Law). For the purposes of this Agreement); (e) all claims against , “Retained Liabilities” shall mean the following Liabilities of Seller related to the Hyatt Claims and or any other member of the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Group:

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at At the Closing. Buyer will not assume or have any responsibility, howeverPurchaser shall assume, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilitiesand shall be solely and exclusively liable for, includingand shall pay, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related toperform and discharge when due, the administration following Liabilities of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of each Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Assumed Liabilities"): (a) all Liabilities of any kind relating to the Purchased Assets which arise out of, or relate to events or occurrences after the Closing Date (except as set forth in the succeeding provisions of this Section 2.3); (b) all Liabilities of any kind and with respect to the Transferred Employees whether incurred before, on or after the Closing Date (other than Liabilities described in Sections 2.4(e), 2.4(f) and 2.4(g)); (c) all Liabilities of each Seller and its Subsidiaries arising out of or incurred whether before, on or after the Closing Date in respect of the Assumed Contracts (including obligations with respect to any Bonds relating to the Assumed Contracts); provided that Purchaser shall not assume any liability for any Completed Project; (d) all obligations of each Seller with respect to accounts payable of the Business outstanding on the Closing Date; (e) all obligations of each Seller with respect to accrued expenses of the Business outstanding on the Closing Date (other than those described in Section 2.4(e)); (f) any and all Indebtedness of each Seller and its Subsidiaries of the types described in clauses (ii), (iv) and (vi) (which, in the case of clause (vi), shall be limited to such Indebtedness as the same may relate to the Purchased Assets) of such defined term and all obligations under the Bonds; (g) all Liabilities assumed by Purchaser pursuant to Section 5.11; and (h) all Liabilities of each Seller and its Subsidiaries arising in connection with those litigation matters listed on Schedule 2.3(h). Notwithstanding the foregoing, in no event shall Purchaser be obligated to assume, perform or otherwise discharge the following: (i) Liabilities of either Seller agrees to provide for each Purchaser under this Agreement which result from misrepresentations or breaches of any warranty by the Excluded Sellers under this Agreement; and (ii) Liabilities of either Seller to Purchaser under this Agreement which result from any act performed, transaction entered into or state of facts suffered to exist in violation by payment or under the Planeither Seller of any provision of this Agreement. BuyerFurther, Purchaser's assumption of the Assumed Liabilities shall in no way expand be deemed a waiver or release by Purchaser of any rights, at law or in equity, which Purchaser may have against the rights or remedies of third parties against Buyer as compared Sellers (but only to the rights and remedies which such parties would have had against Seller had extent provided in this Agreement not been consummated. The "Agreement) as a result of any claim arising out of the breach by the Sellers of any representation, warranty or covenant of the Sellers under this Agreement.

Assumption of Liabilities. On and subject (a) Except as otherwise specifically provided in this Section 1.4, (i) in connection with the transfer of the Assets from Seller to the terms and conditions of this AgreementHoldings, Buyer Holdings shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume agree to pay, discharge or have any responsibilityperform, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related toas appropriate, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (1) that accrue or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or arise after the date Closing under the leases of this Agreement); (e) all claims against Seller related to the Hyatt Claims Leased Properties, the Holdings Contracts, and the Seller Claims Equipment Leases and (2) those that are set forth on Schedule 2.1(iSCHEDULE 1.4(A) (the "ASSUMED LIABILITIES"); and (fii) all at the Closing, Purchaser shall agree to cause Holdings to pay, discharge or perform, as appropriate, the Assumed Liabilities. (b) Notwithstanding Section 1.4(a), it is expressly understood that, other than obligations and liabilities expressly assumed in Section 1.4(a), Purchaser shall not be liable for, and shall not assume, any of Seller's or Holdings' obligations arising under any Assigned Contract (and all or liabilities, whether known or unknown, matured or unmatured, fixed or contingent, including but not limited to liabilities for any breach, act or omission under any Assigned Contract) arising on or relating to events occurring prior to the Closing; , any Taxes (as hereinafter defined, other than those prorated as of the Closing Date), or any liabilities under any Employee Benefit Plans (as hereinafter defined) of Seller or Holdings, it being expressly agreed that upon Closing, Seller shall remain liable for all obligations of Holdings incurred prior to Closing, other than Assumed Liabilities. Seller shall remain obligated to pay and (g) all other discharge any of its liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities")assumed hereby. Seller hereby agrees that it will indemnify Purchaser as set forth in Section 6.2 for any liabilities of Seller not expressly assumed by Purchaser pursuant to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Section 1.4(a).

Assumption of Liabilities. On Upon the terms and subject to the terms and conditions of set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume assume, and become responsible for from and after the Closing, Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy CaseTransferred Employees, including, without limitation, any (i) all past obligations of the Seller toward the Transferred Employees; (ii) all ongoing obligations toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued professional fees and expenses of attorneysthe Seller Group, accountantswhether fixed, financial advisors contingent or otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other professional advisors Liabilities related to the Bankruptcy Case; conduct of the Business and reflected in the Closing Balance Sheet (c) liabilities subject to updates resulting from the extent relating to ordinary course of the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after Business following the date of this Agreementthe Closing Balance Sheet and until the Closing Date); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".

Assumption of Liabilities. On and subject (a) Subject to the terms and conditions hereof, effective as of this Agreementthe Closing, the Buyer shall assume and become agree to be responsible for all of for, pay, perform and discharge when due only the Assumed following Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or (collectively, the Acquired Assets for “Assumed Liabilities”), in each case in accordance with their respective terms: (i) all Tax periods Current Liabilities that remain unpaid on the Closing Date; (or portions thereofii) ending on or prior the Liabilities of the Seller with respect to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into Assumed Contracts arising on or after the date of this Agreement); Closing Date; (eiii) all claims against Seller related amounts owed to the Hyatt Claims Seller’s employees listed on Schedule 2.3(a)(iii) (“Transferring Employees”) for (A) accrued but unpaid wages (including commissions and bonuses) as of the Seller Claims Closing Date attributable to services performed from January 1, 2015 through the Closing Date by the Transferring Employees; and (B) accrued but unused paid time off (“PTO Carryover”) as of March 20, 2015 for such Transferring Employees attributable to services performed through March 20, 2015 as set forth on Schedule 2.1(i3.10(c); and (fiv) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act Liabilities of the Seller with respect to customer or omission under any Assigned Contract) supplier claims arising on or prior to the Closing; and Closing Date, for amounts less than $10,000, individually, or $40,000 in the aggregate. KCP-4567096-16 (gb) all other liabilities and obligations Except for which the Assumed Liabilities, the Buyer does shall not expressly assume any liability Liabilities of the Seller (collectively, the "“Excluded Liabilities"”). Seller agrees , including the following: (i) any Liability claims with respect to provide for each the conduct of the Excluded Liabilities either by payment Business that occurred on or prior to the Closing Date; (ii) any Liability under the or with respect to any Seller Benefit Plan. Buyer's assumption , including any Liability of the Assumed Liabilities shall in no way expand the rights Seller under Code Section 4980B and any similar state law; (iii) any Liability related to any actual or remedies of third parties against Buyer as compared alleged violation or Liability arising under any Environmental Law or Healthcare Law occurring on or prior to the rights and remedies which Closing Date, regardless of whether such parties would have had against Liability related to any act or omission of the Seller; (iv) any Indebtedness of the Seller; (v) any Liability of the Seller had to the extent related to or arising in connection with the Excluded Assets; (vi) any Liability of the Seller to any of the Seller’s Affiliates; (vii) any Liability of the Seller or Shareholder under this Agreement not been consummatedor the Ancillary Agreements to which the Seller or Shareholder is party and any costs and expenses incurred by the Seller or Shareholder incident to the negotiation and preparation of this Agreement and the Seller’s and Shareholder’s performance and compliance with the agreement and conditions contained herein, including any sale or transaction bonuses payable to any employee, independent contractor, advisor or other Representative of the Seller or Shareholder; (viii) any Liability of the Seller to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement; (ix) any Liability for Taxes of the Seller, any Affiliate of the Seller or of any other Person (whether direct or as a result of successor liability, transferee liability, joint and several liability or contractual liability); (x) any Liability of the Seller arising out of any occurrence set forth (or required to be set forth) on Schedule 3.15(f); and (xi) Liabilities of the Seller with respect to customer or supplier claims arising on or prior to the Closing Date, for amounts exceeding $10,000, individually, or $40,000 in the aggregate. (xii) any PTO Carryover Liabilities in excess of the sum of (i) the PTO Balances set forth in Schedule 3.10(c) attributable to services performed through March 20, 2015 and (ii) the net amount of PTO accrued or taken by Transferring Employees in the Ordinary Course of Business between March 21, 2015 and the Closing Date. The "KCP-4567096-16

Assumption of Liabilities. On the terms and subject to the terms conditions set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of the Closing, and conditions shall timely perform, pay and discharge in accordance with their respective terms, the following Liabilities of Seller (collectively, the “Assumed Liabilities”): (a) all Liabilities resulting from, arising out of or related to the Purchased Contracts that are incurred or required to be paid, performed or otherwise discharged on or after the Closing Date, other than for breaches or violations of such Purchased Contracts occurring prior to the Closing Date; (b) Liabilities arising out of, relating to or with respect to the employment or performance of services by any Transferred Employee from and after the Closing Date and Liabilities assumed by Purchaser pursuant to Section 8.5 of this Agreement; (c) Liabilities arising from the Products sold by Purchaser after the Closing Date, Buyer shall assume and become responsible for all of the Assumed relating to product liability, warranty, refund or similar claims or returns, adjustments, allowances or repairs. (d) Liabilities at the Closingconstituting, or arising in connection with, accounts payable to Catena Holding b.v. Buyer will not assume or have any responsibility, however, with respect to any the Catena Agreement from and after the Closing Date (regardless of when incurred), as set forth on Schedule 2.3(d) of the Seller Disclosure Schedule (the “Purchaser Assumed Accounts Payable”); (e) excise, value added, registration, recording, documentary, filing, conveyancing, sales, use, stamp, transfer, real or personal property, ad valorem and other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) similar Taxes related applicable to the Business transfer of the Purchased Assets, to the extent set forth in Sections 11.1(a) and 11.1(b); (f) all other Liabilities with respect to the Products, the Purchased Assets or the Acquired Transferred Employees arising after the Closing (other than those, if any, expressly retained by Seller pursuant to this Agreement), and, solely with respect to the Inventory, all Liabilities arising after the applicable Inventory Transfer Date; (g) Liabilities for Taxes relating to the Purchased Assets for all Tax taxable periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or beginning after the date of this AgreementClosing Date, apportioned as set forth in Section 11.1(b); and (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (gh) all other liabilities and obligations for which Buyer does not Liabilities that are expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either assumed by payment or Purchaser under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Agreement.

Assumption of Liabilities. On (a) Upon the terms and subject to the terms and conditions of this Agreementset forth herein, simultaneously with the Closing, Buyer shall assume and become responsible for all be liable for, and shall pay, perform and discharge in accordance with their respective terms, only those Liabilities of Seller and the Selling Affiliates set forth in clauses (i) through (vi) below, (collectively, the “Assumed Liabilities”); provided, that Assumed Liabilities at shall under no circumstance include, and Buyer shall not and shall not be deemed to have assumed or to be liable for, any Excluded Liabilities: (i) all Liabilities of Seller and the Closing. Selling Affiliates arising under (A) any Real Property Lease to the extent arising after the Closing and (B) any Purchased Contracts, except that in the case of clauses (A) and (B) Buyer will shall not assume or have agree to pay, discharge or perform any responsibilityLiabilities arising out of any breach by Seller or any Selling Affiliate of any provision of any Real Property Lease or Purchased Contract; (ii) all current liabilities of the Business to the extent existing as of Closing and taken into account in the calculation of Closing Working Capital as finally determined; (iii) Transfer Taxes to the extent designated the responsibility of Buyer pursuant to Section 7.5; (iv) the Continuing Employee Liabilities; (v) all Warranty Obligations and Recall Obligations; and (vi) all Liabilities to the extent arising out of the Actions set forth on Schedule 1.3(a)(vi). (b) Notwithstanding anything contained herein to the contrary, however, with respect to Seller and the Selling Affiliates shall not be liable or responsible for any other obligation or liability of Seller not included within the definition of Assumed following Liabilities, including, but not limited to: (ai) Taxes related to all Product Liability Obligations arising out of, relating to, or otherwise in respect of any products (including any part or component) designed, manufactured, assembled or purchased by the Business after the Closing or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to any services provided after the Closing; (bii) any costs except for Excluded Liabilities, Liabilities arising under Environmental Law or expenses incurred with respect to Hazardous Substances, in connection witheach case to the extent arising out of, or related with respect to, facts, circumstances or conditions occurring after the Closing with respect to the operation of the Business after the Closing (including, for the avoidance of doubt, the disposal or arrangement for disposal after the Closing, of Hazardous Substances at any location, whether or not owned or operated by the Business); and (iii) except for Excluded Liabilities, all other Liabilities arising out of, or with respect to, the administration operation of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or Business after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability Closing (collectively, the "Excluded “Post-Closing Operational Liabilities"”). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".

Assumption of Liabilities. On the terms and subject to the terms and conditions of set forth in this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, howeverPurchaser shall assume, with respect to any other obligation or liability effective as of the Closing, only the following Liabilities of Seller not included within (collectively, the definition of “Assumed Liabilities, including, but not limited to: ”): (a) Taxes all Liabilities arising from and after the Closing under or related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims Customers’ accounts set forth on Schedule 2.1(i5.16(a) and the Purchased Contracts, but only to the extent such Customers’ accounts and Purchased Contracts are assigned to Purchaser or Purchaser otherwise receives the rights and benefits of such Customers’ accounts and Purchased Contracts pursuant to Section 2.5(c); , and specifically excluding any liability or obligation relating to or arising out of such Customers’ accounts and Purchased Contracts as a result of any (fi) all liabilities breach of such Customers’ accounts or Purchased Contracts by Seller occurring prior to the Closing Date, (ii) violation of Law by Seller occurring prior to the Closing with respect to such Customers’ accounts or Purchased Contracts, or (iii) breach or other amounts due and obligations arising under any Assigned Contract (owing from Seller pursuant to such Customers’ accounts or Purchased Contracts primarily as a result of the transactions contemplated by this Agreement and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; ; (b) all Liabilities to the customers set forth on the WIP Schedule; (c) all Liabilities with respect to Taxes that are allocable to Purchaser pursuant to Section 11.2; (d) all Liabilities for failure-to-hire claims against Purchaser by any Transferred Employee set forth on Schedule 8.1 who is not offered employment by Purchaser or Purchaser’s designee; (e) all Liabilities under WARN and similar Laws requiring notice to employees of layoffs arising because Purchaser or Purchaser’s designee failed to offer the Transferred Employees set forth on Schedule 8.1 employment, including in the event such failure results in a “mass layoff” or “plant closing” (as defined by WARN); (f) all Liabilities (i) with respect to Taxes arising in connection with the Business or the Purchased Assets for any taxable period or ratable portion thereof beginning after the Closing Date and (ii) for Transfer Taxes; (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectivelyLiabilities incurred, accrued or arising on or after the "Excluded Liabilities"). Seller agrees to provide for each Closing Date in connection with the conduct or operation of the Excluded Liabilities either by payment Business or under the Plan. Buyer's assumption use or ownership of the Assumed Purchased Assets; and (h) all Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "set forth on Schedule 2.3(h).

Assumption of Liabilities. On At the Closing, the Buyer shall ------------------------- assume only the following liabilities of the Sellers (the "Assumed Liabilities"): (i) liabilities reflected on the September Balance Sheets, except for any such liabilities discharged since the date of the September Balance Sheets (the "Balance Sheet Date") and subject except for liabilities excluded from the Draft Closing Balance Sheet pursuant to Section 2.5(a), (ii) liabilities incurred by the Sellers in the Ordinary Course of Business since the Balance Sheet Date, (iii) liabilities under bona fide ---- ---- warranty obligations of the Sellers outstanding as of the Closing Date, and (iv) liabilities and obligations under any Contract assigned to the terms and conditions Buyer pursuant hereto, except for any such liabilities or obligations resulting from the actual or alleged breach by any of this Agreementthe Sellers of any such Contracts. In furtherance of, Buyer shall assume and become responsible for all of but without limiting, the foregoing, except to the extent reflected on the September Balance Sheets, the Assumed Liabilities at the Closing. Buyer will not assume include any liabilities or have any responsibility, however, with respect to any other obligation or liability obligations of Seller not included within the definition of Assumed Liabilities, including, but not limited to: Sellers (a) Taxes related to for any Environmental Health and Safety Liabilities resulting from the Business ownership, operation or condition of the Acquired Assets Facilities, or for all Tax periods (any liabilities or portions thereof) ending obligations resulting from any Hazardous Activity conducted on or prior to the Closing; Closing Date, (b) for any costs or expenses incurred in connection with, or related to, Taxes resulting from the administration conduct of the Bankruptcy Casebusiness of the Sellers prior to the Closing Date, (c) to any retired or other former employees of any of the Sellers for salaries or benefits accrued prior to the Closing Date, (d) under any agreements with any employees providing for severance payments in the event such employees are terminated by Buyer after the Closing, (e) under any employee benefit plan maintained by any of the Sellers, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; defined benefit plan maintained by MSC-UK or (cf) liabilities to the extent payables relating to the Excluded Assets; dust monitor business. The Sellers and the Buyer anticipate that the United Kingdom Transfer of Undertakings (Protection of Employment) Regulations 1981 (the "Transfer Regulations") will apply to the sale and purchase under this Agreement in respect of the UK Employees. The Sellers and the Buyer acknowledge and agree that under the Transfer Regulations the contracts of employment between MSC-UK and the UK Employees will have effect after the Closing Date as if originally made between Buyer and the UK Employees. This shall not, however, diminish the Sellers' obligations pursuant to Section 5.2 to indemnify the Buyer against the liabilities specified in clauses (c), (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related of the preceding sentence or any other liabilities not specifically assumed by the Buyer under this Section 2.4, in relation to the Hyatt Claims UK Employees or any other past or present employees of MSC-UK or any predecessor of MSC-UK. Notwithstanding the foregoing, the Buyer acknowledges and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities agrees that it will be responsible for any breach, act or omission under severance payments imposed by statute incurred when any Assigned Contract) arising on or prior to UK Employee is terminated by Buyer after the Closing; and (g) all other . Any liabilities and or obligations for which Buyer does of the Sellers that are not expressly assume any liability (collectively, the Assumed Liabilities are referred to herein as "Excluded Liabilities."). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "

Assumption of Liabilities. On and subject to At the terms and conditions of this AgreementClosing, Buyer Purchaser shall assume and become responsible for liable for, and shall pay, perform and discharge as and when due all of the Assumed Liabilities debts, liabilities, claims, demands, expenses, commitments and obligations (whether accrued or not, known or unknown, disclosed or undisclosed, fixed or contingent, asserted or unasserted, liquidated or unliquidated, arising prior to, at or after the Closing. Buyer will not assume ) (collectively, "Liabilities") of Seller (other than the Excluded Liabilities) which are expressly set forth below in this Section 2.3 (each and all of the foregoing items, the "Assumed Liabilities"): (a) all Liabilities reflected on the Cut-Off Net Assets Statement; (b) all Liabilities of the type reflected on the Signing Net Assets Statement incurred in the ordinary course of business since June 30, 2000; (c) all Liabilities arising from commitments (in the form of accepted purchase orders or have otherwise) or outstanding quotations, proposals or bids to purchase or sell, lease or manage Domestic Containers, Trailers and/or Chassis to the extent that such commitment quotation, proposal or bid constitutes an Asset; (d) all Liabilities arising in the ordinary course of business from commitments (in the form of issued purchase orders or otherwise), or outstanding quotations, proposals or bids, to purchase or acquire components, machinery, vehicles, tools, tires, replacement and spare parts, and/or other materials primarily in connection with the Business to the extent that such commitment quotation, proposal or bid constitutes an Asset; (e) all Liabilities under Contracts, Leases and Permits used or held for use primarily in connection with the Business to the extent such Contracts, Leases or Permits are assigned to Purchaser; (f) all Liabilities under Article VII, Article X and Article XI that Purchaser has agreed expressly to assume, pay for or be responsible for; (g) all Liabilities of Seller under any responsibilityguaranties issued, howevergranted or provided primarily in connection with the Business, which are listed on Section 2.3 of the Seller Disclosure Schedule; (h) all Liabilities arising in the ordinary course of business with respect to any condition of or return, warranty or other obligation Liabilities relating to Domestic Containers, Trailers, Chassis and other products or liability services of Seller the Business; and (i) all other Liabilities (of the types not included within covered by the definition preceding subsections of Assumed Liabilities, including, but not limited to: (athis Section 2.3) Taxes related arising in the ordinary course of business to the extent primarily relating to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".

Assumption of Liabilities. On PRGI agrees to assume, from and subject to after the terms and conditions of this AgreementClosing Date, Buyer shall assume and become responsible for all of only the Assumed Liabilities at following (the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of "Assumed Liabilities, including, but not limited to: "): (a) Taxes all obligations and liabilities of Seller relating to the Business arising from and after the Effective Date in the ordinary course of business under the Contracts with Customers, Associates and Employees and other Contracts, and equipment and other Leases expressly designated by PRGI as Assigned Contracts and Assigned Leases; (b) Seller's normal trade payables relating to the Business to be acquired by PRGI pursuant hereto incurred in the ordinary course of business and outstanding at the Effective Date or incurred in the ordinary course of business thereafter and advances made after August 31, 1998 used to pay normal trade payables relating to the Business to be acquired by PRGI pursuant hereto, excluding (i) all Seller Transaction Expenses; (ii) non-trade payables (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), including any Prior Period Payments to RBA; (iii) non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto); (iv) commission amounts for audit services due to Associates, auditors, or the Acquired Assets for all Tax periods other service providers (or portions thereofincluding those to Seller if solely in Seller's capacity as an auditor) ending on or accounts receivable collected prior to the ClosingEffective Date; and (bv) any costs all accounts payable, accrued expenses or expenses incurred other indebtedness due to the Seller as of the Effective Date under the Principal Agreement, or in connection withwith any advances to Associates, or related tootherwise (except for certain commissions provided for in Section 2.2(c) below and advances by Owners used to pay normal trade payables of Seller incurred after the Effective Date); and (c) commission amounts for audit services which will be owed by Seller to its Associates, auditors or other service providers (including to Seller, if solely in Seller's capacity as an auditor and in respect of services performed prior to the administration Effective Date) upon collection of Accounts Receivable, Unbilled Claims and Work in Progress outstanding at the Bankruptcy CaseEffective Date. Except for the Assumed Liabilities, PRGI shall not assume any debts or liabilities of Seller of any kind or nature whatsoever. Seller agrees to make full and prompt payment of all of its trade payables not assumed by PRGI as and when due. Anything to the contrary contained herein notwithstanding, PRGI shall neither assume nor have any obligations or liabilities whatsoever in respect of severance, WARN Act, income tax withholding, payroll and/or unemployment tax, workers' compensation, pension, profit-sharing, health insurance, COBRA or any other employee or other benefit liabilities in respect of any Business Employees or in respect of any Employee Benefit Plans, including, without limitationlimitation any contribution, any accrued professional fees and expenses of attorneystax, accountantslien, financial advisors and other professional advisors related penalty, cost, interest, claim, loss, action, suit, damage, cost assessment, withdrawal liability, liability to the Bankruptcy Case; (cPBGC, liability under Section 412 of the Code or Section 302(a)(2) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of ERISA, or other similar liability or expense of Seller under this Agreement (or under any side agreement between Seller on ERISA Affiliate and PRGI shall not become a party to any Employee Benefit Plan as a result of any of the one hand and Buyer on the other hand entered into on or after the date of transactions contemplated by this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".

Assumption of Liabilities. On (a) The Partnership hereby agrees to assume, satisfy and subject discharge: (i) all liabilities and obligations relating to the Transferred Assets arising on or after the Closing Date including those relating to the Contracts; (ii) annual (but not carried forward) employee liabilities for vacation, holiday and sick pay in the amounts set forth on Schedule 1.3; (iii) WinCup's obligations to Xxxxx Paper Company under the Negotiable Secured Note described on Schedule 1.3; and (iv) lease liabilities associated with the closures, respectively, of the distribution centers in Kent, Washington and Tinton Falls, New Jersey but not in excess of $50,000 in the aggregate and the distribution center in Des Plaines, Illinois, in the event it is closed, but not in excess of $150,000 (collectively, the "Assumed Liabilities"). (b) The Partnership will distribute to WinCup, in accordance with the terms of that certain promissory note, in the original principal amount of $1,000,000, the form of which is attached hereto as Exhibit A (the $1,000,000 Note"), the amount of $1,000,000 less any Inventory Deficiency (as hereinafter defined) (the "Payment"). (c) The Partnership shall also assume responsibility for claims related to the Foam Business and conditions covered under standard policies of commercial general liability insurance arising from events that occurred prior to the Closing Date but which have not been reported to and are not known to Wincup on or before the Closing Date. (d) As of the Closing Date, the Partnership shall assume, and WinCup shall have no further obligation with respect to, (i) all employee related liabilities and obligations that are payable on or after the Closing Date with respect to Transferred Employees and their beneficiaries and dependents other than those liabilities and obligations that arose before the Closing Date which are not assumed pursuant to clause (ii) hereafter; and (ii) all employee related liabilities and obligations that arose prior to the Closing Date with respect to the Transferred Employees and their employee benefits to the extent set forth in Article 11 of the Partnership Agreement. (e) It is expressly acknowledged and agreed by the parties hereto that, except for the Assumed Liabilities and the liabilities described in Sections 1.3(c) and 1.3(d) of this Agreement, Buyer shall assume all other liabilities and become responsible for all obligations of the Assumed Liabilities at the Closing. Buyer will Wincup, whether or not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business Transferred Assets, whether now existing or arising in the Acquired Assets for all Tax periods (future, fixed or portions thereof) ending contingent, known or unknown, and attributable to any facts existing on or prior to the Closing; Closing Date, including without limitation those arising out of trade accounts payable and litigation matters, shall be and remain the liabilities and obligations of WinCup and shall not be booked as or become a liability of the Partnership. (bf) Notwithstanding Section 1.3(a)(i) hereof or any costs or expenses incurred in connection withother provision of this Agreement, or WinCup shall retain, and the Partnership will assume no liability for, related to, the administration arising out of, under or in respect of any Hazardous Substances existing as of the Bankruptcy CaseClosing Date on, in or about the Transferred Assets or the leased premises on which the Transferred Assets are located or any Hazardous Emissions or Handling Hazardous Substances prior to the Closing Date at any location (including, without limitation, any accrued professional fees and expenses of attorneysremote storage, accountantstreatment, financial advisors and other professional advisors related to recycling or disposal sites). For the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date purposes of this Agreement); (e) all claims against Seller related to , the Hyatt Claims and following capitalized terms shall have the Seller Claims meanings set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "below:

Assumption of Liabilities. On and subject to At the terms and conditions of this AgreementClosing, Buyer shall assume and become responsible for all of agree to pay, discharge or perform, as appropriate, the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability following obligations and liabilities of Seller not included within (collectively, the definition of "Assumed Liabilities, including, but not limited to: "): (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller reflected on the one hand Balance Sheet or the Interim Balance Sheet other than Excluded Liabilities referenced in Section 3.3(a) through (l) hereof; (b) any liabilities and Buyer obligations of Seller to Seller's customers incurred by Seller in the ordinary course of business for orders outstanding as of the Effective Time reflected on Seller's books and records (other than any liability arising out of a customer claim of a breach that occurred prior to the Effective Time); (c) any liabilities and obligations of Seller to Seller's customers arising out of a customer claim of a breach of Seller's written warranty agreements in the forms disclosed in Schedule 5.20 given by Seller to its customers and of any implied warranties, each in the ordinary course of business for products of Seller shipped or manufactured by Seller prior to the Effective Time, provided, however, that Buyer's assumption of such liabilities and obligations shall be limited to the first $138,000 of such liabilities and obligations (measured by the cost of repairs and replacements and the amount of credit provided to customers for returned, defective or damaged products and calculated using the same pre-closing methods and practices as Seller) ("Assumed Products Warranty Claims"); (d) any liabilities and obligations of Seller arising after the Effective Time under the Contracts of Seller included in the Purchased Assets (including the Seven Severance Agreements) other hand entered into on than any liability arising out of or relating to a third party claim of a breach of contract that occurred prior to the Effective Time; and (e) any liabilities and obligations of Seller, other than Excluded Liabilities referenced in Section 3.3(a) through (l) hereof, incurred after the date of this Agreement); (e) the Interim Balance Sheet in the ordinary course of business, including all claims against accrued liabilities of Seller related that are or would be customarily reflected as "Accrued Liabilities" under Current Liabilities on a balance sheet of Seller prepared in accordance with the accounting principles and practices used to prepare the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breachHistoric Financial Statements, act or omission under any Assigned Contract) arising on or prior to consistently applied. At the Closing; and (g) all other liabilities and obligations for which , Buyer does not expressly assume any liability (collectivelyshall, the "Excluded Liabilities"). Seller agrees incident to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's its assumption of the Assumed Liabilities shall in no way expand Seller's accrued liabilities to employees of Seller under the rights or remedies of third parties against Buyer as compared JPE, Inc. 401(k) Savings Plan, pay to Seller an amount equal to the rights Seller's non-delinquent accrued financial obligation thereunder as of the Effective Time to employees of Seller. Seller shall promptly apply such payment to satisfy such obligation in accordance with applicable ERISA laws and remedies regulations. At and after the Closing, Buyer shall pay other assumed accrued liabilities of Seller as they become due, including without limitation bonuses that are payable in 2003 to Seller's employees under the JPE Inc. 2002 Incentive Compensation Plan for Key Employees, which such parties would have had against Seller had this Agreement not been consummated. The "payments shall be made directly to the applicable employees.

Assumption of Liabilities. On and subject Subject to the terms and conditions of this ------------------------- Agreement, Buyer at the Closing, Purchaser shall assume and become responsible for agree to perform, pay or discharge (a) those specifically identified liabilities and obligations of the Company to the extent set forth on the proforma combined balance sheet (the "Balance Sheet") of the Company and ULR dated May 31, 2001 set forth in Section 1.2(a) of the Disclosure Schedule (the "Balance Sheet Date") which have not been discharged as of the Closing (the Balance Sheet), (b) those current liabilities and obligations incurred from the Balance Sheet Date to the Closing Date in the Ordinary Course of Business which have not been discharged at Closing, (c) all of the Assumed Liabilities at Company's liabilities and obligations arising following the Closing. Buyer will not assume or have any responsibilityClosing Date pursuant to those leases, howevercontracts, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (aagreements and instruments set forth on Section 1.2(b) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy CaseDisclosure Schedule, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations all of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all Company's liabilities and obligations arising following the Closing Date under any Assigned Contract the Ashland Agreement (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior except to the Closing; and (g) all other extent that a Purchaser Indemnified Party has a valid claim for indemnification against the Company for the matter for which the Company's liability thereunder arises), except in each case for liabilities and obligations for which Buyer does not expressly assume any liability to the extent attributable to the Company's default or delinquency thereunder (collectively, the "Excluded Assumed Liabilities"). Seller agrees , pursuant to provide for each the Assumption Agreement, substantially in the form of Exhibit B hereto (the Excluded "Assumption Agreement"); provided that, (a) the Purchaser shall only assume those liabilities and obligations which are specifically set forth on the Closing Statement prepared pursuant to Section 1.3, or which are otherwise Assumed Liabilities either by payment or under the Plan. Buyer's assumption and are of a nature that they cannot be reflected on a balance sheet prepared in accordance with GAAP (as defined below) and (b) the Assumed Liabilities shall not in no way expand any event exceed $3,500,000 in the rights aggregate. Except as expressly provided in this Agreement, Purchaser shall not assume or remedies of third parties against Buyer be responsible for any Excluded Liabilities (as compared defined in Section 11.2 hereof). Following the Closing, the Company shall timely perform, pay or discharge all liabilities and obligations relating to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Business, other than the Assumed Liabilities, that arose or relate to events occurring prior to the Closing.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at At the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of Company shall assume, and shall agree to pay, perform and discharge according to their respective terms (if any), the Bankruptcy Case, including, without limitation, any accrued professional fees following (and expenses of attorneys, accountants, financial advisors and other professional advisors related to only the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (dfollowing) liabilities and obligations of Seller IMS and its Affiliates arising primarily from or related primarily to the Contributed CD Business, and no other liabilities or obligations of IMS or its Affiliates (liabilities to be assumed by the Company pursuant to this Section 1.4 being collectively referred to as the "Assumed Liabilities"): (i) all obligations of IMS or its Affiliates under this Agreement the Business Contracts (or under any side agreement between Seller on other than Excluded Contracts) that are part of the one hand and Buyer on Contributed CD Business that, by the other hand entered into on or terms of such Business Contracts, arise after the date of this Agreement); Closing Date, relate to periods following the Closing Date and are to be observed, paid, discharged, or performed, as the case may be, in each case at any time after the Closing Date; (eii) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all unpaid liabilities and obligations arising obligations, including trade accounts payable, of the Contributed CD Business (but excluding all payables to IMS or any of its Affiliates), incurred in the Ordinary Course of Business and other similar current liabilities of the Contributed CD Business as may be included in the calculation of Working Capital under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability Section 1.7 hereof (collectively, the "Excluded LiabilitiesAssumed Accounts Payable"). Seller agrees ; (iii) any product warranty, product liability or product returns, rebates, coupons, allowances or other discounting and promotional commitments arising from any product line produced or sold by the Contributed CD Business that has not been discontinued prior to provide for each the date hereof; (iv) any product warranty, product liability or product returns, rebates, coupons, allowances or other discounting and promotional commitments arising from any product line that has been discontinued prior to the date hereof by the Contributed CD Business, only to the extent of any contingency reserve related thereto on the Closing Date Balance Sheet; (v) any liability, obligation or expense of any kind or nature relating to Taxes (other than corporate Taxes based upon the income of such entity), including sales and value added taxes, owed by IMS or any of its Affiliates (including any contractual liability with respect to Taxes of another Person) arising from the conduct of the Excluded Liabilities either by payment or Contributed CD Business, to the extent as included in the calculation of Working Capital under Section 1.7; provided that Transfer Taxes and Apportioned Obligations shall be paid in the Plan. Buyer's assumption manner set forth in Sections 5.2 and 5.3 hereof; (vi) except as set forth in Section 1.4(vi) of the Assumed Liabilities shall in no way expand the rights Disclosure Schedule and with respect to any matter involving Taxes, any liability, obligation, cost or remedies expense of third parties against Buyer IMS or any of its Affiliates arising out of or relating to any investigation, claim, action, suit, complaint, dispute, audit, demand, litigation or judicial, administrative or arbitration proceeding (collectively, "Legal Proceeding") as compared and to the rights extent it arose or arises from the Contributed CD Business to which IMS or any of its Affiliates is or was a party whether it relates to any time prior to, at or after the Closing (regardless of whether the Legal Proceeding is commenced before or after the Closing), and remedies which any contingency reserve related thereto; (vii) upon hiring of a Transferred Employee by the Company or a Subsidiary of the Company, any liability or obligation with respect to such parties would have had against Seller had this Agreement not been consummated. The "Transferred Employee including all liabilities for accrued vacation pay, excluding any pension or similar liabilities; (viii) any liability, obligation or expense arising from the Business Contributed Intellectual Property after the Closing Date; and (ix) any liability or obligation arising from the conduct of the Contributed CD Business after the Closing Date.

Assumption of Liabilities. On If the Closing occurs, each Seller and subject Purchaser agree as follows: (a) Except for the Lawsuit Liabilities, Purchaser hereby assumes and agrees to pay, perform and discharge all liabilities and obligations that are attributable to the ownership or operation of the Assets on or after the Closing Date (the "Assumed Obligations"), (b) Subject to the terms and conditions of this AgreementArticle XII, Buyer which shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, control with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilitiestax matters covered thereby, includingand Section 10.3(d), but not limited to: (a) Taxes related which shall control with respect to the Business or matters covered thereby, Purchaser agrees to indemnify, defend and hold harmless Seller and its agents and representatives (the Acquired Assets for 'Seller Indemnified Parties") from and against any and all Tax periods claims, liabilities, losses, costs and expenses (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, court costs and reasonable attorneys' fees, but excluding any amounts reimbursed from third party insurance) (collectively, "Losses") that are attributable to (i) the Assumed Obligations, (ii) a breach by Purchaser of its representations, warranties, covenants and agreements here under, (iii) the ownership or operation of the Assets on or after the Closing Date, in each case without regard to the sole, partial or concurrent negligence of the Seller Indemnified Parties or (iv) Losses resulting from or attributable to the failure of Seller, other than by breach of Section 5.2, to obtain the consent of a third party to the assignment and conveyance of any Asset to Purchaser, (c) Subject to the terms of Article XII, which shall control with respect to the tax matters covered thereby, and the terms of Section 10.3(d), which shall control with respect to the matters covered thereby, Seller agrees to indemnify, defend and hold harmless Purchaser and its agents and representatives (the "Purchaser Indemnified Parties") from and against any and all Losses that are attributable to (i) a breach by any Seller of its representations, warranties, covenants and agreements hereunder, (ii) the Lawsuit Liabilities, or (iii) the ownership or operation of the Assets before the Closing Date (other than any matter with respect to which Purchaser has agreed to indemnify, defend and hold harmless Seller pursuant to clause (b) above), in each case without regard to the sole, partial or concurrent negligence of the Purchaser Indemnified Parties; (d) With respect to any claims made after the Closing Date (whether brought by Purchaser, its Affiliates, third parties or governmental entities or authorities) that involve damage to property, environmental matters (including environmental remediation and restoration costs), injury to or death of persons, or fines or penalties relating to the foregoing and are attributable to the condition of the Assets on the Closing Date ("Property Condition Claims"), Seller and Purchaser agree as follows: (i) Seller shall indemnify, defend and hold harmless Purchaser from and against any and all Losses arising out of any Property Condition Claims, to the extent such Losses accrued professional prior to the Closing Date and are attributable to the violation of any environmental or other laws or regulations in effect on the Closing Date (including, as to environmental laws and regulations in effect on the Closing Date, any such laws or regulations that, as of the Closing Date, establish final, specific and identifiable compliance standards that will become effective on or after the Closing Date); and (ii) Purchaser shall indemnify, defend and hold Sellers harmless from and against any and all Losses arising out of any Property Condition Claims to the extent that such Losses are not covered by the indemnification by Seller set forth in clause (i) preceding; (by way of example, if a release of a hazardous substance in violation of applicable law commences prior to the Closing Date and continues thereafter, and such release results in a Property Condition Claim, Seller would be liable for all Losses resulting from such Property Condition Claim relating to releases occurring prior to the Closing Date and Purchaser would be liable for all Losses relating to releases occurring after the Closing Date); (e) The indemnity, defense and hold harmless obligations set forth in Sections 10.3(b), (c) and (d) above shall not apply to (i) any amount that was taken into account as an adjustment to the Purchase Price pursuant to the provisions here of, and (ii) either party's costs and expenses with respect to the negotiation and consummation of this Agreement and the transactions contemplated hereby; (f) Upon request of Seller, Purchaser agrees to execute and deliver specific assumption agreements with respect to the Assumed Obligations; and (g) The party making a claim under this Section 10.3 is hereinafter referred to as the "Indemnified Party" and the party against whom such claims are asserted under this Section 10.3 is hereinafter referred to as the "Indemnifying Party." All claims by any Indemnified Party under this Section 10.3 shall be asserted and resolved as follows: (i) In the event that any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, said Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim or demand, specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to 18 the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand) (the "Claim Notice"); provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel to represent the Indemnified Party and any others the Indemnifying Party may designate in connection with such claim or demand (to the extent they are covered by the Indemnifying Party's indemnity) and shall pay the fees and disbursements of such counsel with regard thereto; provided, however, that any Indemnified Party is hereby authorized prior to the date on which it receives written notice from the Indemnifying Party designating such counsel to retain counsel (but Indemnified Party shall promptly notify the Indemnifying Party that the Indemnified Party has retained such counsel) whose reasonable fees and expenses shall be at the expense of the Indemnifying Party to file any motion, answer or other pleading and take such other action which it shall reasonably deem necessary to protect its interests or those of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party, whereupon the Indemnifying Party's counsel shall be substituted for the counsel of the Indemnified Party. In the event that an Indemnifying Party shall retain counsel as provided above, the Indemnified Party shall have the right to retain its own counsel but the fees and expenses of attorneyssuch counsel shall be at the expense of such Indemnified Party unless (A) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (B) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not, accountantsin connection with any proceeding or related proceedings in the same jurisdiction, financial advisors be liable for the reasonable fees and other professional advisors expenses of more than one such firm for all such Indemnified Parties. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnifying Party defends, or, if appropriate and related to the Bankruptcy Caseclaim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross-complaint against any person. No claim or demand may be settled by the Indemnifying Party without the consent of the Indemnified Party, which consent will not be unreasonably withheld. To the extent it shall be determined that the Indemnified Party shall not be entitled to indemnification pursuant to this Section 10.3, then the Indemnified Party shall promptly pay to the Indemnifying Party any amounts previously paid or advanced by the Indemnifying Party to or on behalf of the indemnified Party with respect to such matters pursuant to this Section 10.3. Notwithstanding the above, but without affecting any rights of Purchaser to proceed separately against Seller under this Agreement, unless required to do so, Purchaser shall not join any of the Sellers as a third party defendant to any action solely by reason of Seller's indemnity of Purchaser here under for any breach of Seller's representations hereunder. (ii) In the event any Indemnified Party should have a claim against any Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall as promptly as practical send a Claim Notice with respect to such claim to the Indemnifying Party; (c) liabilities provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent relating the rights of the Indemnifying Party are actually prejudiced. If the claim constitutes a Property Condition Claim and is brought by Purchaser, upon receipt of Purchaser's Claim Notice, Seller shall have the option of either (A) assuming the responsibility of performing operations necessary to bring the condition in compliance with applicable law ("Corrective Operations") or (B) electing not to do so, in which event Purchaser shall perform such operations. In either case the responsibility for such operation shall be allocated to the Excluded Assets; parties in accordance with the terms of Section 10.3(d). Should Seller fail to respond within 20 Business Days after receipt of Purchaser's Claim Notice, it shall be deemed to have elected not to assume such operation. Should Seller elect to perform such Corrective Operations, it shall promptly commence Corrective Operations and (d) liabilities and obligations continue the same with diligence until the necessary Corrective Operations have been completed. Should any undue delay by Seller either in the commencement of Seller under this Agreement the Corrective Operations (or in the continuation of the Corrective Operations once commenced) cause a deterioration or other increase in the scope of the Property Condition, any increased costs resulting from such undue delay shall be the responsibility of Seller. Any party performing Corrective Operations under any side agreement between Seller on the one hand and Buyer on provisions of the preceding paragraph (a "Performing Party") shall provide the other hand entered into on or party with reasonably detailed statements concerning the costs of such Corrective Operations and the costs thereof that it allocates to such party. The party receiving such notice shall as promptly as possible, but in no event more than 15 Business Days after receipt of such statement, pay the date amount noted, unless it disputes in good faith its responsibility for the amounts asserted to be due, in which case it shall promptly provide a reasonably detailed explanation of this Agreement); (e) all claims against Seller related what portion of the invoiced amount it is contesting and the reasons therefor, and shall make payment to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities Performing Party for any breachuncontested amounts. (iii) In the event that either party, act acting in the normal course of its business, pays any cost or omission under any Assigned Contract) arising on or prior expense for which it is indemnified by the other party hereunder, the paying party shall provide proof satisfactory to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each party of the Excluded Liabilities either by payment of such cost or under expense, whereupon the Plan. Buyer's assumption Indemnifying Party shall reimburse the paying party for such cost or expense, provided, however, that the Indemnifying Party shall not be obligated to so reimburse the paying party to the extent that (A) the Indemnifying Party in good faith disputes its liability to the third party in question for such cost or expenses, (B) the third party in question withholds its agreement to regard the paying party payment as a full discharge and satisfaction of the Assumed Liabilities shall in no way expand cost or expense, or (C) the rights Indemnifying Party makes a payment of such cost or remedies of third parties against Buyer as compared expense directly to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "third party in question.

Assumption of Liabilities. On (a) Upon the terms and subject to the terms and conditions of set forth in this Agreement, Buyer shall assume and become responsible for all as of the Closing Date, the Acquiror agrees to assume, satisfy, perform, pay and discharge each of the following Liabilities (the "ASSUMED LIABILITIES"): (i) all Liabilities of Seller or any of its Subsidiaries under the Assumed Contracts (in the case of an Assumed Contract requiring third party consent to assignment, where such consent has been obtained), but only to the extent such Liabilities at arise from any event, circumstance or condition occurring after the Closing. Buyer will not assume or have any responsibility, however, ; (ii) all Liabilities with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Evamist Governmental Permits that are Purchased Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the operation or conduct of the Evamist Business by or on the behalf of the Acquiror from and after the Closing, excluding the Evamist NDA; (iii) all Liabilities for Taxes arising out of or relating to, directly or indirectly, the Purchased Assets (including Evamist) or the ownership, sale or lease of any of the Purchased Assets attributable to the Post-Closing Tax Period, other than the Excluded Assets; Tax Liabilities; (iv) and (v) all Liabilities after the Closing Date arising out of or related to the Acquiror's ownership of the Purchased Assets and operation and conduct of the Evamist Business by or for the benefit of the Acquiror. (db) liabilities Notwithstanding anything contained in this Agreement to the contrary, from and obligations after the Closing Date, the Seller shall retain all of the following Liabilities ("EXCLUDED LIABILITIES"): (i) all accounts payable and other similar Liabilities of the Seller and its Subsidiaries, excluding fifty percent (50%) of the payment due to Fempharm Pty Ltd. pursuant to Section 3.2(b) of the Acrux License; (ii) any Liability incurred by the Seller in accordance with Section 8.5 in obtaining Evamist NDA ----------- Approval; (iii) any Liability of Seller under this Agreement or any of its Subsidiaries, or any member of any consolidated, affiliated, combined or unitary group of corporations of which Seller or any of its Subsidiaries is or has been a member, for Taxes and any liabilities for Taxes attributable to the Purchased Assets for any Pre-Closing Tax Period ("EXCLUDED TAX LIABILITY"); (iv) all Liabilities of the Seller and its Subsidiaries arising out of any product liability, patent infringement, breach of warranty or under similar claim for injury to person or property or any side agreement between other claim related to the Purchased Assets or the Evamist Business arising prior to the Closing (including all proceedings relating to any such Liabilities); (v) all Liabilities of the Seller on and its Subsidiaries arising out of government seizures, field corrections, withdrawals or recalls of Evamist manufactured, transferred or sold prior to the one hand and Buyer on the other hand entered into Closing, which are claimed prior to, on or after the date of this Agreement); Closing Date; (evi) all Liabilities of the Seller and its Subsidiaries with respect to any litigation or other claims against Seller related to the Hyatt Claims and Evamist Business or Purchased Assets to the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations extent arising under from any Assigned Contract (and all liabilities for any breachevent, act circumstance or omission under any Assigned Contract) arising on condition occurring or alleged to have occurred prior to the Closing; ; (vii) any Liability of the Seller related to any product or service of the Seller or any of its Subsidiaries other than Evamist or the operation or conduct by the Seller or any of its Subsidiaries of any business other than the Evamist Business; (viii) any Liability or obligation of Seller or any of its Subsidiaries (A) arising out of any actual or alleged breach by Seller or any of its Subsidiaries of, or nonperformance by Seller or any of its Subsidiaries under, any Assumed Contract prior to the Closing or (B) accruing under any Assumed Contract prior to the Closing; (ix) any Liability of the Seller to the extent arising out of (i) any suit, action or proceeding pending or, to the Knowledge of the Seller, threatened as of the Closing, with respect to claims which arise from facts, events or circumstances occurring prior to the Closing, or (ii) any actual or alleged violation by the Seller or any of its Affiliates of any Law applicable to the Seller or any of its Affiliates; (x) any Liability of the Seller that relates to any Excluded Asset; (xi) any Liability of Seller or any of its Subsidiaries or ERISA Affiliates under or relating to (A) any employee benefit plan, or relating to wages, bonuses, payroll, vacation, sick leave, workers' compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits, phantom stock, deferred compensation or other similar plan or arrangement, or any other employee plans or benefits of any kind, in each case, which Seller or any Subsidiary or ERISA Affiliate has entered into, maintains or administers or has maintained or administered, to which Seller or any Subsidiary or ERISA Affiliate contributes or has contributed or is or has been required to contribute, or under or with respect to which Seller or any ERISA Affiliate has or may have any Liability and (gB) all other liabilities and obligations for which Buyer does not expressly assume any liability actual or alleged violation by the Seller or any of its Affiliates of any equal employment or employment discrimination laws; (collectively, xii) any Liability under Environmental Laws arising out of or relating to the "Excluded Liabilities"). Seller agrees to provide for each operation or conduct of the Excluded Liabilities either by payment Evamist Business or under the Plan. Buyer's assumption use or ownership of the Purchased Assets in the Evamist Territory, in each case, before the Closing; (xiii) any Liability of the Seller to any of its Affiliates; and (xiv) any other Liability of Seller or any of its Subsidiaries or Affiliates that is not specifically listed as an Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared Liability under Section 3.1(a) -------------- (including any Liability to the rights and remedies which such parties would have had against extent resulting from the ownership, use, operation or maintenance of the Purchased Assets by or on behalf of Seller had this Agreement not been consummated. The "prior to the Closing, or the operation or conduct of the Evamist Business by or on behalf of the Seller prior to the Closing).

Assumption of Liabilities. On and subject to the terms and conditions of this AgreementClosing Date, Buyer shall assume and become responsible for all of agree to pay and perform only the following liabilities and obligations (collectively, the “Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability Liabilities”): 2.3.1 The obligations of Seller not included within arising under the definition Assigned Contracts after the Closing Date, other than the obligations arising from any breach of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending an Assigned Contract by Seller on or prior to the Closing; (b) Closing Date or from Seller’s failure to pay any costs or expenses incurred in connection with, or related to, the administration accounts payable outstanding under an Assigned Contract as of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related Closing Date that are not assumed by Buyer pursuant to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) Section 2.3.5; 2.3.2 All liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on in respect of the one hand and Buyer on Permits to the other hand entered into on or after the date of this Agreement); (e) all claims against Seller extent related to the Hyatt Claims and period following the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act Closing Date; 2.3.3 All returns of Products following the Closing Date with respect to Products sold or omission under any Assigned Contract) arising on or otherwise distributed prior to the Closing; Closing Date (i) from Wal-Mart which are returned solely as a result of Buyer, directly or indirectly, selling the Products to Wal-Mart during the [*] and (gii) all from any other liabilities customer of Seller which are returned solely as a result of Buyer, directly * Certain information has been omitted and obligations for which Buyer does not expressly assume any liability (collectively, filed separately with the "Excluded Liabilities")Commission. Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared Confidential treatment has been requested with respect to the rights and remedies omitted portions. Execution Version or indirectly, selling the Products to such other customer [*]; and 2.3.4 All warranty claims (other than product liability claims, which such parties would have had against are governed by Section 2.3.5) arising from or related to Products sold or otherwise distributed by or on behalf of Buyer after the Closing Date; 2.3.5 Any product liability claims arising from or related to Products manufactured, sold or otherwise distributed by or on behalf of Buyer after the Closing Date; and 2.3.6 The obligations of Seller had this Agreement not been consummated. The "with respect to the sales promotions identified on Schedule 3.6.2 to the extent they are in effect on the Closing Date or cover periods following the Closing Date.

Assumption of Liabilities. On and subject (a) Except as set forth in Section 1.5(b), neither Purchaser nor any affiliate of Purchaser shall assume any Liabilities of Seller or any Subsidiary of Seller (whether or not related to the terms and conditions of this Agreement, Buyer shall assume and become responsible for all of Business or the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed LiabilitiesTransferred Assets), including, but not limited to: (ai) Taxes related any Tax Liabilities of Seller or any Subsidiary of Seller; (ii) any Liabilities of Seller or any Subsidiary of Seller relating to accounts payable, accrued liabilities, indebtedness, legal services, accounting services, financial advisory services, investment banking services or other professional services performed in connection with the sale of the Transferred Assets; (iii) any wages or salaries or other Liabilities relating to any employee of Seller or any Subsidiary of Seller, including the Retained Employment Liabilities (as defined in Section 9.1(c)) but excluding any Post-Hiring Date Employment Liabilities; (iv) any Liability of Seller or any Subsidiary of Seller under the Shared Seller Contracts; and (v) any other Liabilities of Seller or any Subsidiary of Seller. (b) Notwithstanding Section 1.5(a), Purchaser and/or (at Purchaser’s discretion) an affiliate of Purchaser shall assume the following obligations and liabilities (the “Assumed Liabilities”): (i) the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under the Standard Merchant Agreements and the Other Business Contracts; (ii) the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under the Shared Seller Contracts to the extent that such obligations relate to the Business Offerings only; (iii) if and only if the Seller Contract identified in item #1 on Schedule 4.10 has been amended as set forth on Schedule 4.10 prior to the Closing, the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under the Australian Contracts, to the extent that such obligations relate to the Business Offerings only; (iv) the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under any other Seller Contracts relating to the Business entered into during the Pre-Closing Period in full compliance with Sections 4.2(d), 4.2(e)(i) and 4.2(e)(ii); and (v) the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under any other Seller Contracts relating to the Business that are entered into during the Pre-Closing Period to the extent that Purchaser notifies Seller at any time (either before or after the Acquired Assets for all Tax periods Closing) that such Seller Contracts are Transferred Assets, but in any case (under clauses “(i),” “(ii), “ “(iii),” “(iv)” and “(v)” of this sentence) only to the extent that such obligations: (A) arise after the Closing Date; (B) do not arise from or portions thereofrelate to any breach by Seller or any Subsidiary of Seller of any provision of any of such Contracts; (C) ending do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing; (b) Closing Date that, with notice or lapse of time, would constitute or result in a breach of any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assetssuch Contracts; and (dD) liabilities are ascertainable (in nature and amount) solely by reference to the express terms of such Contracts; provided, however, that Purchaser shall not assume any obligations of Seller under this Agreement (or have any rights under any side agreement between Seller on the one hand Contract that is a Specified Asset (as defined in Section 10.1(a)) until such time as such Seller Contract is deemed to have been assigned and Buyer on the other hand entered into on or after the date of this Agreementtransferred to Purchaser in accordance with Section 10.1(a); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".

Assumption of Liabilities. On and subject (a) Subject to Section 2.3(b), at the terms and conditions of this AgreementClosing, Buyer shall assume, and shall agree to pay and discharge as and when due only the following liabilities (collectively, the “Assumed Liabilities”): (i) Those of Seller’s trade accounts payable and other operational accrued expenses including, without limitation, customer deposits, unearned revenue and payment obligations under credit cards, which have arisen in the Ordinary Course of Business and which constitute current liabilities and are included as such on the Final Balance Sheet (the “Other Accrued Expenses”); and (ii) All Liabilities of Seller under the Material Contracts of Seller (other than those expressly listed on Schedule 3.15(a) hereof as “Excluded Contracts”) arising after the Closing Date (the “Assumed Contracts”). (b) Notwithstanding anything to the contrary herein, Buyer shall not be deemed to assume or to be otherwise liable, and become Seller will be responsible for all for, any Liabilities of Seller other than the Assumed Liabilities at (the Closing“Excluded Liabilities”). Buyer will not assume or have any responsibilityThe Excluded Liabilities include, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited towithout limitation: (ai) Taxes related to the Business all amounts outstanding under any and all indebtedness for borrowed money, including lines of credit, letters of credit, notes payable and loans payable and any Related Party Loan Amounts; (ii) all environmental Liabilities that arise out of or the Acquired Assets for all Tax periods (result from events occurring or portions thereof) ending conditions existing on or prior to the ClosingClosing Date; (biii) except for those payment obligations expressly referenced in Section 2.3(a)(i) above all Tax Liabilities of Seller, including any such Liabilities of Seller related to consummation of the Contemplated Transactions; (iv) any Liabilities arising out of Seller’s violation or failure to comply with any Legal Requirement or any Order; (v) except for those payment obligations expressly referenced in Section 2.3(a)(i) above, any Liability arising under any Seller Benefit Plans; (vi) except for those payment obligations expressly referenced in Section 2.3(a)(i) above, any Liability arising out of or relating to payroll, workers’ compensation, workers’ compensation premiums, or unemployment benefits arising prior to the Closing Date; (vii) except for those payment obligations expressly referenced in Section 2.3(a)(i) above, any Liability attributable to employment with Seller, work by independent contractors, or work for Seller through temporary or seasonal labor; (ix) any fees, costs or and expenses incurred by Seller in connection with, or related to, with this Agreement and the administration Contemplated Transactions; (x) any Liabilities of the Bankruptcy CaseSeller to any of Seller’s Members, including, without limitation, equityholders or Affiliates; (xi) any accrued professional fees and expenses Liabilities arising out of attorneys, accountants, financial advisors and Seller’s Breach under any Contracts of Seller or Governmental Authorizations prior to the Closing Date; (xii) any Liability associated with indemnity rights or other professional advisors Claims under or related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded AssetsFebruary 7, 2003 Asset Purchase Agreement entered into between United Rental, Inc. and Seller; and (dxiii) liabilities and obligations of Seller under this Agreement any matter or condition disclosed in Section 3.9(j) (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related with respect to the Hyatt Claims “IRS Independent Contractor Matter” and the Seller Claims set forth on Schedule 2.1(i“2004 Withholding Discrepancy”); (f, Section 3.15(a)(xiii), Section 3.19, Section 3.21(c) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Section 3.23.

Assumption of Liabilities. On the terms and subject to the terms ------------------------- conditions set forth herein, from and conditions of this Agreementafter the Closing, the Buyer shall will assume and become responsible for satisfy or perform all of the following Liabilities of the Seller (the "Assumed Liabilities"): (a) all Environmental Liabilities at and Remediations, except as and to the Closing. Buyer will not assume or have any responsibilityextent set forth in Section 2.4(b) and subject to Seller's prior Remediations as required by Section 5.15 below; (b) only to the extent all rights under such agreements and permits are assigned to Buyer, howeverall Liabilities under (i) the Material Contracts, Leases, Emergency Preparedness Agreements and the Transferable Permits in accordance with the terms thereof, (ii) the other contracts, leases and other agreements entered into by the Seller with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets that are identified in accordance with Section 2.1(n), and (iii) the contracts, leases, commitments and other agreements entered into by the Seller with respect to the Acquired Assets during the Interim Period relating to Pre- Approved Projects or Required Nuclear Expenditures; except in each case, to the extent such Liabilities, but for all Tax periods (a breach or portions thereof) ending default by the Seller, would have been paid, performed or otherwise discharged on or prior to the Closing; Closing Date, or to the extent the same arise out of any such breach or default; (bc) all Liabilities under the Permitted Encumbrances, except as excluded pursuant to Section 2.4(i); (d) all Liabilities for which the Buyer is responsible under Section 5.7 relating to Employees; (e) all Liabilities of the Seller in respect of (i) the decommissioning of PNPS following permanent cessation of operations, (ii) the management, storage, transportation and disposal of Spent Nuclear Fuel, and (iii) any costs other post-operative disposition of PNPS or expenses incurred in connection with, or related to, the administration any other of the Bankruptcy CaseAcquired Assets; (f) all Liabilities from and after the Closing Date relating to the Decommissioning Trust and the Provisional Trust (if any), including the obligation of due and punctual performance of all of the covenants and conditions in the Trust Agreement and the Provisional Trust Agreement (if any); (g) any Liability of Seller for any Xxxxx-Xxxxxxxx Secondary Financial Protection retrospective premium obligations for (i) Seller's nuclear worker liability attributable to employment prior to Closing or (ii) for any third- party nuclear Liability arising out of any pre-Closing occurrence; (h) all Liabilities under the NRC License including fees or charges imposed after the Closing Date by the NRC or any other Governmental Authority; (i) all other Liabilities expressly allocated to the Buyer in this Agreement or in any of the Related Agreements, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related Liabilities for Taxes allocated to the Bankruptcy CaseBuyer pursuant to Section 8; and (cj) liabilities all Liabilities of Seller for retrospective premium obligations under Seller's Nuclear Electric Insurance Limited policies, subject to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims conditions set forth on in Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "5.12.

Assumption of Liabilities. On the terms and subject to the terms and conditions of set forth in this Agreement, Buyer effective as of the Closing, Purchaser shall assume from Sellers (and become responsible for all of pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Assumed Liabilities at Sellers shall irrevocably convey, transfer, delegate and assign to Purchaser, the Closing. Buyer will not assume or have any responsibilityfollowing liabilities and only the following liabilities (other than the Excluded Liabilities, howevercollectively, with respect to any other obligation or liability of Seller not included within the definition of “Assumed Liabilities, including, but not limited to: ”): (a) Taxes related all liabilities arising from the ownership or use of the Purchased Assets (including the Assigned Contracts), relating solely to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to occurring after the Closing; (b) , and excluding any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to Sellers’ ownership or use of the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related Purchased Assets prior to the Hyatt Claims and Closing or relating to any services that were sold or provided by Sellers prior to the Seller Claims Closing Date; (b) open purchase orders, for which the Account Receivable related thereto has not been collected by Sellers, arising out of the conduct of the Business solely to the extent set forth on Schedule 2.1(i2.3(b); . Schedule 2.3(b) shall be provided to Purchaser no later than three (f3) Business Days prior to the Closing and an updated Schedule 2.3(b) showing open purchase orders as of the Closing Date shall be provided to Purchaser within seven (7) Business Days after the Closing Date; (c) all liabilities and obligations arising under any Assigned Contract relating to, or in respect of vacation days, sick days or other paid time-off, that is earned or accrued by, or with respect to, Transferred Employees as of the Closing Date (and all liabilities for any breachsuch liabilities, act or omission under any Assigned Contract) arising on or prior as of the Agreement Date, are solely to the Closingextent set forth in Schedule 2.3(c) hereof); (d) subject to Purchaser’s right to exclude Assigned Contracts from the Purchased Assets as provided in Section 2.1(c) above, all Cure Amounts under the Assigned Contracts, solely to the extent such Cure Amounts are set forth in Schedule 2.1(c) hereof; provided that any excess of the actual Cure Amounts under the Assigned Contracts over the amounts set forth in Schedule 2.1(c) shall conclusively be deemed Excluded Liabilities hereunder as provided in Sections 2.4(o) and (gq) all other liabilities below and obligations for which Buyer does not expressly assume any liability (collectively, shall be paid by Sellers to the "Excluded Liabilities")relevant third parties concurrently with the assignment of such Assigned Contracts to Purchaser at the Closing. Seller agrees to provide for each of the Excluded Liabilities either The assumption by payment or under the Plan. Buyer's assumption Purchaser of the Assumed Liabilities shall not, in no way expand any way, enlarge the rights or remedies of any third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "relating thereto.

Assumption of Liabilities. On and subject to At the terms and conditions of this AgreementClosing, Buyer shall fully assume and become responsible for all of agrees to pay, perform and discharge the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: following: (a) Taxes related All liabilities, debts, obligations, claims, warranties and guaranties of any kind arising from and after the Closing under or in relation to the Business or agreements and leases listed in Exhibits A, B and D to this Agreement. Notwithstanding the Acquired Assets for all Tax periods (or portions thereof) ending on or prior above, Buyer's obligations in relation to the Closing; data center agreements described in Exhibit B shall only be applicable until the migration described in Article 3 is fully completed, which migration will be completed before March 31, 2002, at which time such obligations shall revert to Seller. Buyer shall provide Seller with at least fifteen (15) days advance written notice of its intention to cease utilizing Seller's data center. (b) any costs or expenses incurred All obligations and liabilities arising from and after the Closing Date in connection with, or related to, the administration with Buyer's ownership of the Bankruptcy CaseAssets and the conducting by Buyer of the operations of the Business, including, without limitation, any accrued professional fees including all obligations arising after the Closing Date under the contract between the Seller and expenses of attorneys, accountants, financial advisors and other professional advisors related to Microsoft Corporation included in the Bankruptcy Case; Assets. (c) liabilities All out of pocket expenses incurred by either party in relation to the extent relating to the Excluded Assetsperformance of migration services as set forth in Section 3.1 below; and provided that Seller shall obtain Buyer's prior written approval, including which approval may be given by email, before incurring such expenses. (d) liabilities The fully-burdened cost to Seller for the allocation by Seller of employees as set forth in Section 3.2 and obligations enumerated in Exhibit B. Payment therefor shall be made by Buyer within fifteen (15) days of receipt of an applicable invoice from Seller. Buyer shall provide Seller under this Agreement with at least fifteen (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date 15) days advance written notice of this Agreement); its intention to cease utilization of such employees' services. (e) all claims against Seller related All taxes relating to or arising at any time from the Hyatt Claims sale of the Assets, or in connection with the operation of the Business by Buyer from and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to after the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".

Assumption of Liabilities. On and subject Subject to the terms and conditions of this Agreement, Buyer the Manufacturing and Supply Agreements, the Cooperation Agreement and the Safety Monitoring Agreement, at and as of the Effective Time, the Purchaser shall assume and become responsible for all only those Liabilities of the Assumed Liabilities at Seller which are specifically enumerated below (collectively, the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of “Assumed Liabilities, including, but not limited to: ”): (a) Taxes related all Liabilities of the Seller or any of its Affiliates under the Assumed Contracts, but only to the Business extent such Liabilities arise from any event, circumstance or the Acquired Assets for all Tax periods Condition occurring in a period (or portions portion thereof) ending on or prior to after the Closing; Effective Time; (b) any costs or expenses incurred in connection with, or related to, the administration all Liabilities of the Bankruptcy CaseSellers and/or its Affiliates under the Contracts set forth on Schedule 2.1 (b) of the Seller Disclosure Schedule, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities solely to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement Products, but only to the extent such Liabilities arise from any event, circumstance or Condition occurring in a period (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into portion thereof) on or after the date Effective Time (“Assumed Contract Obligations”); (c) all Liabilities to the FDA arising directly out of this Agreement)the Transferred Assets on or after the Effective Time; (d) all Liabilities with respect to the Diprivan Litigation; and (e) all claims against Seller other Liabilities arising directly out of (i) the Licensed Assets in the Territory, but only to the extent such Liabilities arise on or after the Effective Time or (ii) the ownership or control of any of the Transferred Assets, but only to the extent such Liabilities arise on or after the Effective Time, including the obligation to conduct any Phase IV trials related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Products.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related Purchaser shall (or shall cause its designated Subsidiaries or Affiliates to) assume, and become solely and exclusively liable for, the following liabilities of Sellers and no others (collectively, the “Assumed Liabilities”): (i) all liabilities and obligations of Sellers under the Designated Contracts that arise exclusively after the Closing Date; (ii) any other liabilities and obligations that are specifically designated by Purchaser in writing on or prior to the Closing Date; (iii) all liabilities relating to, or arising in respect of the Acquired Assets accruing, arising out of or relating to events, occurrences, acts or omissions occurring or existing after the Closing Date, or the operation of the Business or the Acquired Assets for after the Closing Date; (iv) all Tax periods (or portions thereof) ending on or prior accrued liabilities with respect to the ClosingEmployees and the Transferred Employees; (b) any costs or expenses incurred in connection withincluding all accrued salary, or related tovacation, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors compensation, and workers’ compensation obligations (except for liabilities related to the Bankruptcy CaseEmployee Benefit Plans and the Canadian Plans and such other non-assumed liabilities as are set forth in Section 2.4); (cv) all liabilities arising out of or resulting from a change of control, layoffs or termination of the Employees and the Transferred Employees by any Seller prior to or on the extent relating to Closing Date that arises from the Excluded Assetsconsummation of the Transactions, including WARN Obligations; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (fvi) all liabilities and obligations arising of the Purchaser under any Assigned Contract Section 6.7 herein (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (described in Sections 2.3(a)(iv), 2.3(a)(v) and 2.3(a)(vi), collectively, the "Excluded Liabilities"“Employee Obligations”). Seller agrees ; provided, that Purchaser shall not assume the Employee Obligations to provide for each the extent they exceed $30 million in the aggregate. (b) Nothing contained in this Agreement shall require Purchaser or any of the Excluded Liabilities either by payment its Affiliates to pay, perform or under the Plan. Buyer's assumption of the discharge any Assumed Liabilities Liability so long as it shall in no way expand good faith contest or cause to be contested the rights amount or remedies validity thereof. (c) Nothing contained in this Section 2.3 or in any Instrument of third parties against Buyer as compared to Assumption or similar instrument, agreement or document executed by Purchaser at the rights Funding or the Closing shall release or relieve Sellers from their representations, warranties, covenants and remedies which such parties would have had against Seller had agreements contained in this Agreement not been consummated. The "or any Ancillary Agreement or any certificate, schedule, instrument, agreement or document executed pursuant hereto or in connection herewith.

Assumption of Liabilities. On and subject Subject to the terms exceptions and conditions exclusions of this AgreementSection 2.3, the Buyer shall agrees that on the Effective Date, it will assume and become responsible for agree to perform and pay the following, but without duplication: (a) those liabilities set forth on Schedule 2.3; (b) Jobs-in-Progress; (c) all Current Liabilities other than "Deferred Revenue" as specified on the Final Effective Date Balance Sheet; and (d) all obligations of Seller under the Contracts (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities at shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Closing. Buyer will not assume Business, the Division or have any responsibility, however, the Seller incurred prior to the Effective Date (or with respect to any the Seller other obligation than the Business or liability of Seller not included within the definition of Assumed LiabilitiesDivision, includingon and after the Effective Date), including but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (bi) any costs or expenses incurred in connection with, or related to, tax imposed on the administration Seller because of the Bankruptcy Caseoperations of any of its business, including, including without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and the Division (other professional advisors related to than the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and taxes expressly being assumed by Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims as set forth on Schedule 2.1(i2.3), (ii) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement; (fiii) all any obligations of the Seller under employee benefits agreements, including but not limited to, the Plans; (iv) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.3; (v) any liabilities and or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement; (vi) liabilities arising under any Assigned Contract (and all liabilities for any breach, act from sales of products or omission under any Assigned Contract) arising services by the Division or otherwise on or prior to before the ClosingEffective Date, including without limitation the Pre-Closing Warranties; (vii) liabilities, costs, and expenses associated with any claim, proceeding or litigation, whether known or unknown, including those described in Schedule 3.11; (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "

Assumption of Liabilities. (a) On the terms and subject to the terms and conditions of this AgreementAgreement and in reliance upon the representations and warranties contained herein, Buyer shall assume in addition to purchasing and become responsible for all of acquiring the Assumed Liabilities Transferred Assets at the Closing. Buyer will not assume , Purchaser hereby assumes only the following obligations of Sellers related to the Transferred Assets (collectively, the “Assumed Liabilities”): (i) obligations to perform, in the ordinary course of business, that arise after the Closing Date under those Transferred Assets that are contracts and other agreements listed on Schedule 2.2(a)(i) hereto, only to the extent such contracts and other agreements are properly and effectively assigned to Purchaser or have any responsibility, however, with respect to contractual arrangement that Sellers made every effort to properly and effectively assign but which assignment was not concluded prior to Closing, which Sellers shall hold for Purchaser’s benefit until assigned, transferred or replaced by a new contractual arrangement with Purchaser post Closing (collectively, the “Assumed Contracts”); (ii) obligation to reimburse monthly the balance of $164,170.61 USD (£112,499.56 GBP Sterling) remaining as of May 28, 2010 under the IEL Loan pursuant to the terms of the signed agreement by and among Imaging Equipment Limited, Misonix Ltd. and Purchaser in a form attached as Exhibit A (the “IEL Assumption Agreement”), which shall in no way constitute an assignment, novation or other such transfer to Purchaser of any other obligation liabilities or obligations of Imaging Equipment Limited or of the Sellers, and the loan shall remain the liability of Seller not included within Imaging Equipment Limited as evidenced by the definition of Assumed Liabilities, including, but not limited to: IEL Assumption Agreement; and (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (biii) any costs or expenses incurred in connection withobligation arising in, or related to, and under the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees Transferred Assets that is expressly assumed by Purchaser and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i2.2(a)(iii); . (fb) all liabilities Except for the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the Transactions nor voluntarily pay, and shall have no liability for, any debt, claims, indebtedness, obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume (whether absolute, accrued, contingent, fixed or otherwise, whether due or to become due) (collectively, “Liabilities”) of Sellers, of any liability kind, character or description whatsoever, including the following (collectively, the "Excluded “Retained Liabilities"). ): (i) current liabilities, accounts payable, long-term liabilities, including those relating to indebtedness of any Seller agrees or its Affiliates; (ii) any obligation or Liabilities accruing, arising out of, or relating to provide for each acts or omissions, prior to Closing, including any acts or omissions in connection with (A) any Assumed Contract, (B) the business or operation of the Excluded Business, including all malpractice, product and general liability claims, whether or not same are pending, threatened, known or unknown, (C) the Terminated Agreements or (D) the Transferred Assets; (iii) any obligation or Liabilities either accruing, arising out of, or relating to any act or omission by payment any Seller and its Affiliates after Closing; (iv) (A) any federal, state, local or under foreign tax obligations of any Seller and its Affiliates whether before or after Closing, including any income tax, any franchise tax, any tax recapture and any sales and/or use tax and any payroll or withholding tax and (B) federal, state or local income tax obligations or Liabilities of any Seller and its Affiliates resulting from the Plan. Buyer's assumption consummation of the Assumed Transactions; (v) any obligation or Liabilities shall in no way expand the to any employee of any Seller or its Affiliates including those for accrued wages, employee bonuses, accrued vacation pay, sick pay, severance pay and other compensation and benefits for employees of any Seller or its Affiliates; (vi) any obligation or Liabilities relating to or arising out of any violation or alleged violation of Law by any Seller or its Affiliates; and (vii) any obligation or Liabilities relating to or arising out of any Seller’s or its Affiliates’ infringement or alleged infringement of any intellectual property rights of any Person, including those related to any patent, trademark, servicemark, software, copyright, information technology, licensing rights granted to or remedies of third parties against Buyer as compared by such Seller or its Affiliates, know-how or other proprietary rights except to the extent that any claim of infringement or alleged infringement against any Seller(s) arises from Intellectual Property licensed from FSI prior to Closing, such Seller(s) shall have all rights and remedies which under law and the contractual arrangements with FSI against FSI as a result of such parties would have had against Seller had this Agreement not been consummated. The "alleged infringement.

Assumption of Liabilities. On Except as otherwise specifically provided herein, the Purchaser shall, as of the Effective Time on the Closing Date, assume and subject thereafter pay, perform or discharge when due, to the terms and conditions of this Agreement, Buyer shall assume and become responsible for all complete exculpation of the Assumed Liabilities at Seller, or reimburse the Closing. Buyer will not assume or have Seller for any responsibility, however, payments made on the Purchaser's behalf with respect to any other obligation or liability of Seller not included within (collectively, the definition of "Assumed Liabilities, including, but not limited to: "): (a) Taxes related the obligations of the Seller accruing as and from the Effective Time on the Closing Date under the capital leases listed in Schedule 1.3(a) (the "Capital Leases"); (b) all trade and other accounts payable and all accrued liabilities relating to the Acquired Business that are outstanding as at the close of business on the Closing Date and which are listed on Schedule 1.3(b) (for the period up to August 31, 2003) or on the Closing Balance Sheet (collectively, the "Accrued Liabilities"); (c) all trade and other accounts payable relating to the Acquired Assets Business that accrue as and from the Effective Time on the Closing Date; (d) the Seller's obligations accruing as and from the Effective Time on Closing Date under the Contracts (including those Contracts in respect of which the Seller has been paid in advance for all Tax periods (or portions thereof) ending the services to be provided thereunder, a list of which Contracts for which payments have been received on or prior to August 31, 2003 is attached hereto as Schedule 1.3(d)) and the Closing; Immovable Property Leases; (be) the Seller's obligation to complete all purchase orders/requests for services entered into in the ordinary course of the operations of the Acquired Business (a list of uncompleted purchase orders/requests involving payments in excess of CDN$150,000 each and dated on or earlier than August 31, 2003 is attached as Schedule 1.3(e)) to the extent unfilled on the Closing Date, except for those purchase orders/requests for service which are cancelled (without any obligation surviving) by the Purchaser after the Closing Date; (f) the Seller's obligation to pay the Settlement Amount; (g) the Seller's obligation to pay the commission, in the amount of $406,113.29 (including GST of $24,500.00, QST of $28,087.50 and out of pocket expenses of $3,525.79), owing to CIBC in connection with the transactions herein contemplated; (h) the indebtedness owing by the Seller to Montcap Financial Corporation pursuant to the agreement dated April 2, 2003. The amount of such indebtedness as at the close of business on September 30, 2003 is two million five hundred sixty-three thousand thirty-six Canadian Dollars and fifty-four cents (CDN$2,563,036.54) inclusive of the Montcap Fee, legal fees and miscellaneous charges to be included in the final statement to be delivered by Montcap Financial Corporation; (i) the obligation of the Seller to pay the Montcap Fee; (j) any costs liability or expenses incurred in connection withclaim arising out of the ownership of the Assets or the operation of the Acquired Business accruing as and from the Effective Time on the Closing Date, including without limitation, any claim for injury to any employee, to the extent that the occurrence alleged to give rise to such liability is subsequent to the Effective Time on the Closing Date; (k) any liabilities of the Seller accruing from or related being determined by reference to any period prior to, as at and subsequent to the administration Effective Time on the Closing Date relating to the employment of those of the Bankruptcy Case, employees of the Seller who shall have continued their employment with the Purchaser as contemplated under Section 6.1 including, without limitation, any accrued professional fees and expenses of attorneysliabilities to said employees (i) for salary, accountantswages, financial advisors accumulated overtime, severance payment or other separation benefits, bonuses, vacation pay, accumulated vacation time and other professional advisors related compensation and (ii) arising out of the Employee Plans such liabilities accruing from or being determined by reference to any period prior to, as at and subsequent to the Bankruptcy Case; Closing Date; (cl) any liabilities of the Purchaser for or relating to the extent any Taxes relating to the Excluded AssetsAcquired Business or the Assets accrued or incurred after the Effective Time on the Closing Date; (m) any obligation or liability under Contract which is not assignable to the Purchaser (or which is assignable to the Purchaser but only with the consent of a third party and such consent is not obtained) and with respect to which the Purchaser receives all or substantially all of the benefits of the Seller thereunder; and and (dn) any other liabilities and obligations of incurred by the Seller with respect to the Acquired Business expressly assumed by the Purchaser under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".

Assumption of Liabilities. On and subject to At the terms and conditions of this AgreementClosing, Buyer Purchaser shall assume and become responsible for liable for, and shall pay, perform and discharge as and when due all of the Assumed Liabilities at the Closing. Buyer will not assume debts, liabilities, claims, demands, expenses, commitments and obligations (whether accrued or have any responsibilitynot, howeverknown or unknown, with respect to any other obligation disclosed or liability undisclosed, fixed or contingent, asserted or unasserted, liquidated or unliquidated) (collectively, "Liabilities") of Seller not included within and the definition Designated Subsidiaries which are set forth below in this Section 2.3 (any and all of such items, but other than the Excluded Liabilities, the "Assumed Liabilities, including, but not limited to: "): (a) Taxes related all Liabilities arising after the Closing Date under the Interpool Exclusive Leases and all Liabilities under the leases relating to the Business or Transamerica Containers and Transamerica Trailers (collectively the Acquired Assets for all Tax periods (or portions thereof"Transamerica Leases") ending on or arising prior to the Closing; Transamerica Closing Date or following the Closing Date (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related the obligation to refund security deposits to customers in accordance with the terms thereof); (b) all Liabilities after the Closing Date under the Interpool Non- Exclusive Leases relating to the Bankruptcy Case; Intermodal Assets (including, without limitation, the obligation to refund security deposits to customers in accordance with the terms thereof); (c) liabilities all Liabilities under the Scheduled Lease-In Transactions (including, without limitation, the Purchaser's assumption and, if obtained, novation of the Indebtedness) acquired pursuant to Section 2.1(f); (d) all Liabilities arising in the ordinary course of business prior to or after the Closing with respect to any condition of or return or warranty relating to the Intermodal Assets; (e) all Liabilities for death, personal injury, other injury to persons, property damage, or other loss or damage, to the extent relating to, resulting from, caused by or arising out of, the Acquired Assets, including the use thereof, whether such Liabilities are based on tort, negligence, strict liability, failure to warn, design or manufacturing defect, conspiracy, breach of express or implied warranties of merchantability or fitness for any purpose or use, employment, workers' compensation, occupational health and safety or occupational injury laws but in any such case only to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or extent such Liabilities relate to events occurring after the date of this AgreementClosing and excluding any Liabilities under Environmental Laws (which are covered under clause (g) below); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); ; (f) all liabilities the obligation to refund security deposits to customers in accordance with the Intermodal Exclusive Leases and obligations arising under any Assigned Contract (and all liabilities for any breachthe Intermodal Non-Exclusive Leases, act or omission under any Assigned Contract) arising on or prior to the Closingextent reflected on the Closing Date Schedule of Security Deposits; and and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, except to the "Excluded Liabilities"). Seller agrees to provide for each extent of Hazardous Materials or violations of Environmental Laws present or existing as of the Excluded Closing Date, all Liabilities either under Environmental Laws relating to, resulting from, caused by payment or under arising from the Plan. Buyer's assumption use of the Assumed Liabilities shall in no way expand Acquired Assets from and after the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Closing.

Assumption of Liabilities. On (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for for, from and after the Closing, all of the following liabilities (collectively, the "Assumed Liabilities Liabilities"): (i) all accounts payable of the Seller (other than accounts payable to any Affiliate of the Seller) reflected on the estimated balance sheet of the Seller as at December 31, 1996 attached hereto as SCHEDULE 1.2 (the Closing. "Estimated Balance Sheet"), and allocated to the Buyer will thereon, as adjusted in accordance with Section 1.6; (ii) all liabilities of the Parent under the guarantees and documentary letters of credit issued for the benefit of third party trade creditors of the Seller specifically listed on SCHEDULE 1.2(a) attached hereto; (iii) accrued liabilities and expenses of the Seller, including without limitation, sales taxes payable (but not assume or have any responsibility, however, including unrecorded penalties and interest) with respect to any other obligation or liability product sales and the provision of Seller not included within services, reflected on the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related Estimated Balance Sheet and allocated to the Business Buyer thereon, as adjusted in accordance with Section 1.6; (iv) all deferred revenue of the Seller reflected on the Estimated Balance Sheet and allocated to the Buyer thereon, as adjusted in accordance with Section 1.6; (v) liabilities of the Seller for up to 80 hours of vacation time accrued prior to the Closing for each employee of the Seller listed on SCHEDULE 6.8(a) attached hereto; (vi) all leases payable of the Seller reflected on the Estimated Balance Sheet and allocated to the Buyer thereon, as adjusted in accordance with Section 1.6, and the leases payable specifically listed on SCHEDULE 1.2(a) attached hereto, to the extent they have not been paid or the Acquired Assets for all Tax periods (or portions thereof) ending on or discharged prior to the Closing; and (vii) all obligations of the Seller to its customers for the repair, replacement, rework or return of products manufactured or sold in the Ordinary Course of Business (as defined in Section 2.4) prior to the Closing, but only to the extent that (i) such obligations are not the subject of claims or litigation required to be disclosed in Section 2.19 of the Disclosure Schedule attached hereto and (ii) such obligations are not the result of product liability claims. (b) The Buyer shall not assume or become responsible for, and the Seller shall remain liable for, any costs and all liabilities or expenses incurred in connection withobligations (whether known or unknown, whether absolute or related tocontingent, whether liquidated or unliquidated, whether due or to become due, and whether claims with respect thereto are asserted before or after the Closing) of the Seller which are not Assumed Liabilities (collectively, the administration of the Bankruptcy Case, including"Retained Liabilities"). The Retained Liabilities shall include, without limitation, any accrued professional fees and expenses the following: (i) all liabilities of attorneys, accountants, financial advisors the Seller for income and other professional advisors related to Taxes (excluding transfer, sales or use Taxes) arising in connection with the Bankruptcy Case; (c) liabilities to consummation of the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under transactions contemplated by this Agreement (including without limitation any income Taxes arising as a result of (A) the transfer by the Seller to the Buyer of the Acquired Assets or under (B) the Seller having deferred gain on any side agreement between "deferred intercompany transaction" (within the meaning of Treasury Regulation [section]1.1502-13); (ii) all liabilities of the Seller on for costs and expenses incurred by the one hand and Buyer on Seller in connection with this Agreement or the other hand entered into on or after consummation of the date of transactions contemplated by this Agreement); ; (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (fiii) all liabilities and obligations arising of the Seller under this Agreement or the Ancillary Agreements; (iv) all liabilities of the Seller for any Taxes, including without limitation deferred taxes or taxes measured by income of the Seller earned prior to the Closing, any liabilities for federal or state income tax and FICA taxes of employees of the Seller which the Seller is legally obligated to withhold prior to the Closing, any liabilities for employer FICA and unemployment taxes incurred prior to the Closing, and any liabilities for sales, use or excise taxes or customs and duties incurred prior to the Closing, except to the extent set forth in Section 1.2(a)(iii); (v) all liabilities and obligations of the Seller under any agreements, contracts, leases or licenses which are not Assigned Contract Contracts; (vi) all obligations of the Seller arising prior to the Closing under the Assigned Contracts, and all liabilities for any breach, act or omission by the Seller prior to the Closing under any Assigned Contract, except to the extent set forth in Section 1.2(a)(vii); (vii) arising on or all liabilities and obligations of the Seller for any product liability claim relating to products sold prior to the Closing; and ; (gviii) all other liabilities and obligations of the Seller arising out of events, conduct or conditions existing or occurring prior to the Closing that constitute a material violation of or non-compliance with any law, rule or regulation (including without limitation Environmental Laws (as defined in Section 2.23)), any judgment, decree or order of any Governmental Entity, or any Permit; (ix) except to the extent set forth in Sections 1.2(a)(v) and 6.8(b), all liabilities and obligations of the Seller as of the Closing (A) in connection with or relating to any of the Seller's existing or former employees, or (B) to pay severance benefits to any employee of the Seller whose employment is terminated (or treated as terminated) in connection with the consummation of the transactions contemplated by this Agreement and all liabilities resulting from the termination of employment of employees of the Seller prior to the Closing that arose under any federal or state law or under any Employee Benefit Plan established or maintained by the Seller; (x) all liabilities and obligations of the Seller for all compensation and benefits accrued by or otherwise payable to employees of the Seller, including without limitation accrued vacation time and sick leave, premiums or benefits under any Employee Benefit Plan established or maintained by the Seller and severance pay, except to the extent set forth in Sections 1.2(a)(v) and 6.8(b); (xi) all liabilities and obligations of the Seller with respect to any option, warrant, right, agreement or commitment providing for the issuance, disposition or acquisition of any capital stock of the Seller; (xii) all liabilities of the Seller for injury to or death of persons or damage to or destruction of property occurring prior to the Closing (including without limitation any workers compensation claim); (xiii) all liabilities of the Seller as of the Closing for medical, dental and disability (both long-term and short-term benefits), whether insured or self-insured, owed to employees or former employees of the Seller based upon (A) exposure to conditions in existence prior to the Closing or (B) disabilities existing prior to the Closing; (xiv) all liabilities and obligations of the Seller with respect to any lines of credit with any bank or other financial institution; (xv) all liabilities of the Seller to any Affiliate of the Seller, except to the extent set forth in Section 1.2(a)(vii) for products purchased by the Parent and resold (other than to an Affiliate of the Parent); (xvi) all liabilities and obligations of the Seller with respect to product sales or other arrangements to IBM Corporation which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each terms that are materially different from those in effect on November 30, 1996; (xvii) all liabilities of the Excluded Liabilities either by payment or Parent arising prior to the Closing under the Plan. Buyer's assumption guarantees and documentary letters of credit listed on SCHEDULE 1.2(a) attached hereto; (xviii) all liabilities of the Seller in connection with or relating to all actions, suits, claims, proceedings, demands, assessments and judgments, costs, losses, liabilities, damages, deficiencies and expenses (whether or not arising out of third-party claims) other than with respect to an Assumed Liabilities shall Liability, including without limitation interest, penalties, attorneys' fees, accountant fees' and all amounts paid in no way expand investigation, defense or settlement of any of the rights or remedies of third parties against Buyer as compared to the rights foregoing; and (xix) all unrecorded and remedies which such parties would have had against Seller had this Agreement not been consummated. The "undisclosed liabilities.

Assumption of Liabilities. On and subject (a) Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Buyer shall assume and become responsible for agree to pay, honor and discharge when due all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) following liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (Assets and, except as provided in SECTION 2.06 existing at or under any side agreement between Seller on the one hand and Buyer on the other hand entered into arising on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability Closing Date (collectively, the "Excluded Assumed Liabilities"): (i) any and all liabilities, obligations and commitments relating exclusively to the Acquired Business or the Assets that are (x) reflected on the December Balance Sheet (as herein defined). Seller agrees to provide for each , or (y) incurred after the date of the Excluded Liabilities either December Balance Sheet in the ordinary course of business consistent with prior practice and in accordance with the terms of this Agreement; (ii) any and all liabilities, obligations and commitments (x) arising out of the agreements, contracts and commitments set forth on SECTION 2.05(A)(II) SCHEDULE (A) but not including any obligation or liability for any breach thereof occurring prior to the Closing Date or (y) listed on SECTION 2.05(A)(II) SCHEDULE (B); (iii) all obligations of the Companies pursuant to all outstanding quotes, blanket purchase orders and monthly releases by payment and between the Companies and PACCAR as of the Closing Date, incurred in the ordinary course of business and consistent with the Companies' policies; (iv) all obligations of the Companies, from and after the Closing, with respect to the leases of real property set forth on SECTION 2.05(A)(IV) SCHEDULE (A) (the "Included Leased Property"); (v) liabilities with respect to all litigation and claims which are specifically reserved for on the Closing Balance Sheet, but only to the extent of the reserve designated as the Litigation Reserve as set forth on the Closing Balance Sheet; (vi) liabilities with respect to all product liability, product recalls, warranty claims, defective material claims and merchandise returns, but only to the extent of the reserve designated as the Warranty Reserve as set forth on the Closing Balance Sheet; and (vii) liabilities for Taxes relating to or under arising out of the Plan. Buyer's assumption Acquired Business accruing with respect to any time period occurring, at or prior to Closing, but only to the extent of the reserve reserve designated as the Tax Reserve as set forth on the Closing Balance Sheet. (b) At the Closing, Buyer shall assume the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared relating to the rights Acquired Business by executing and remedies which such parties would have had against Seller had this Agreement not been consummated. The delivering to the Sellers an assumption agreement in a form reasonably satisfactory to the Sellers (the "ASSUMPTION AGREEMENT") and attached hereto as SECTION 2.05(B) SCHEDULE(A).

Assumption of Liabilities. On and subject (a) Subject to the terms and conditions of this Agreementset forth herein, at the Closing the US Buyer shall assume and become responsible for agree to pay, honor and discharge when due all of the Assumed Liabilities following liabilities of Granutec and GHC relating to the Granutec Assets and existing at or arising on or after the Closing. Buyer will not assume or have any responsibilityClosing (collectively, howeverthe "ASSUMED GRANUTEC LIABILITIES"): (i) all liabilities, with respect obligations and commitments relating exclusively to any other obligation or liability the IRB Loan Agreement; (ii) trade accounts payable incurred in the ordinary course of Seller not included within the definition of Assumed Liabilitiesbusiness, includingincluding trade accounts payables to Novopharm, but not limited to: excluding trade accounts payable that have been outstanding for more than 90 days; and (iii) any and all liabilities, obligations and commitments arising out of the agreements, contracts and commitments and other instruments and arrangements specified in Schedule 3.1.12 (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior not required to the Closing; (b) any costs or expenses be set forth therein and incurred in connection with, the ordinary course of business) to which Granutec or related to, the administration of the Bankruptcy CaseGHC is a party, including, without limitation, any accrued professional fees Leases of real property in North Carolina and expenses Florida listed therein, but not including (A) any agreements, contracts or commitments or other instruments or arrangements identified on Schedule 1.5 or (B) any obligation or liability with respect thereto (other than trade accounts payable assumed pursuant to clause (ii) above) occurring or arising prior to or as a result of attorneysthe Closing, accountantsexcept customer allowances, financial advisors credits, discounts, rebates and other professional advisors related to the Bankruptcy Case; (c) liabilities returns and sales commissions, to the extent of the amount thereof reflected on the Granutec Closing Balance Sheet, as adjusted pursuant to Section 2.2 and taken into account as a current liability in determining the Granutec Closing Net Working Capital. (b) Subject to the terms and conditions set forth herein, at the Closing the Canadian Buyer shall assume and agree to pay, honor and discharge when due all of the following liabilities of Xxxxxxx relating to the Excluded Assets; Xxxxxxx Assets and (d) liabilities and obligations of Seller under this Agreement (existing at or under any side agreement between Seller on the one hand and Buyer on the other hand entered into arising on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability Closing (collectively, the "Excluded ASSUMED XXXXXXX LIABILITIES"): (i) trade accounts payable incurred in the ordinary course of business, including trade accounts payables to Novopharm, but excluding trade accounts payable that have been outstanding for more than 90 days; and (ii) any and all liabilities, obligations and commitments arising out of the agreements, contracts and commitments and other instruments and arrangements specified in Schedule 3.1.12 (a) (or not required to be set forth therein and incurred in the ordinary course of business) to which Xxxxxxx is a party, including, without limitation, any Leases of real property in British Columbia and Ontario listed therein, but not including (A) any agreements, contracts or commitments or other instruments or arrangements identified on Schedule 1.5 or (B) any obligation or liability with respect thereto (other than trade accounts payable assumed pursuant to clause (i) above) occurring or arising prior to or as a result of the Closing, except customer allowances, credits, discounts, rebates and returns and sales commissions, to the extent of the amount thereof reflected on the Xxxxxxx Closing Balance Sheet, as adjusted pursuant to Section 2.2, and taken into account as a current liability in determining the Xxxxxxx Closing Net Working Capital. (c) Subject to the terms and conditions set forth herein, at the Closing the US Buyer or the Canadian Buyer, as specified in writing by the Buyers prior to the Closing, shall assume and agree to pay, honor and discharge when due all of the following liabilities of Novopharm relating to the Novopharm Assets and existing at or arising on or after the Closing (collectively, the "Assumed Novopharm Liabilities"). Seller agrees to provide for each ): any and all liabilities, obligations and commitments arising out of the Excluded Liabilities either by payment agreements, contracts and commitments and other instruments and arrangements specified in Schedule 3.1.12 (a) (or under not required to be set forth therein and incurred in the Plan. Buyer's assumption ordinary course of business) to which Novopharm is a party, but not including (A) any agreements, contracts or commitments or other instruments or arrangements identified on Schedule 1.5 or (B) any obligation or liability with respect thereto occurring or arising prior to or as a result of the Closing. (d) At the Closing, the US Buyer shall assume the Assumed Granutec Liabilities and the Canadian Buyer shall assume the Assumed Xxxxxxx Liabilities, in no way expand the rights or remedies of third parties against Buyer as compared each case by executing and delivering to the rights and remedies which such parties would have had against applicable Seller had this Agreement not been consummated. The an assumption agreement in a form reasonably satisfactory to the Sellers (the "ASSUMPTION AGREEMENTS").

Assumption of Liabilities. On the terms and subject to the terms and conditions of this Agreementset forth herein, at the Closing, Buyer shall assume and become responsible for all of agrees to discharge or perform when due only the Assumed following Liabilities at (the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of “Assumed Liabilities, including, but not limited to: ”): (a) Taxes related each Seller’s Liabilities arising on or after the Closing under each Assigned Contract, but only to the Business extent that such obligations do not result from any breach, non-compliance or the Acquired Assets for all Tax periods (or portions thereof) ending on or default of Seller prior to the Closing; for the avoidance of doubt, each Seller is hereby assigning and Buyer is hereby assuming the License Agreement pursuant to Section 10.3(ii) of the License Agreement in that Buyer is acquiring ownership in their entirety of the assets of Sellers’ business to which the License Agreement relates and this Agreement is in no way intended to grant a license to, or create a sublicense agreement in favor of, either Party as to the Transferred Assets; (b) any costs or Sellers’ out-of-pocket expenses and other payments incurred in connection withthe ordinary course of the Program during the period beginning March 1, or related to2022 and ending on the Closing Date (excluding compensation and benefits of Brickell employees and consultants), the administration categories of which, and associated estimates, are attached as Schedule 2.3(b) (the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; “Reimbursement Amounts”); (c) liabilities to the extent all Liabilities arising out of or relating to the Excluded Assets; and (d) liabilities and obligations acquisition or maintenance of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into Transferred Intellectual Property arising on or after the date Closing Date; (d) all Liabilities arising out of this Agreement); or relating to the research, Development, manufacturing, registration, Commercialization, use, handling, supply, storage, import, export or other disposition or exploitation of the Compound and Products on or after the Closing Date; (e) all claims against Seller related to Liabilities arising from the Hyatt Claims and ownership, operation, maintenance, possession, control, sale, lease, disposition, exploitation or use of the Seller Claims set forth Transferred Assets on Schedule 2.1(i)or after the Closing Date; and (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations Liabilities for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared is responsible pursuant to the rights and remedies which such parties would have had against Seller had terms of this Agreement not been consummated. The "Agreement.

Assumption of Liabilities. On and subject to the terms and conditions of this AgreementClosing Date, Buyer shall assume the liabilities which accrue under the Contracts and become responsible for all Station Licenses on and after the Closing Date (the closing of the Assumed Liabilities at transactions contemplated herein, the "Closing"). Buyer will shall not assume or have any responsibilityundertake to pay, however, with respect to satisfy or discharge any other obligation liabilities, obligations, commitments or liability responsibilities of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy CaseSeller, including, without limitation, (i) any accrued professional fees and expenses of attorneysobligations or liabilities under any contract, accountantsagreement or lease not included in the Contracts, financial advisors and other professional advisors related to (ii) any obligations or liabilities under the Bankruptcy Case; (c) liabilities to the extent Contracts relating to the Excluded Assets; period prior to the Closing except for those obligations or liabilities arising out of the Trade Agreements or Barter Agreements assumed by Buyer and subject to adjustment pursuant to Article IV, (diii) any obligations or liabilities and of Seller relating to or arising out of any claims or pending litigation proceedings, (iv) any obligations or liabilities of Seller under this Agreement any agreement or arrangement, written or oral, with salaried or non-salaried employees of the Stations, other than those obligations or liabilities of Seller under agreements or arrangements with employees of the Stations that Buyer has identified pursuant to Section 9.11(b) as agreements or arrangements that Buyer will assume from Seller and provided, further, that Buyer actually hires such employees pursuant to such agreements or arrangements (as opposed to entering into new employee agreements with such employees), (v) any Employee Plan and (vi) any obligations or under liabilities to any side agreement between Seller on employee of the one hand and Buyer on the other hand entered into on Stations for accrued commissions, vacation time or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (sick leave, and all such obligations and liabilities for shall remain and be the obligations and liabilities of Seller. If any breach, act or omission under any Assigned Contract) arising on or prior to Contract requires the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies consent of third parties against for assignment, but (i) such consent has not been obtained as of the Closing Date, as required by Section 10.2.7, and (ii) in the case of Material Contracts, Buyer as compared waives such condition precedent to the rights Closing in its sole discretion, then Buyer shall assume Seller's obligations under such Contract only for the period after Closing during which Buyer receives the benefits to which Seller is currently entitled under such Contract (unless consent is subsequently obtained and remedies which such parties would have had against Seller had this Agreement delay has not been consummated. The "prejudiced Buyer, and unless the failure of Buyer to receive benefits under such Contract is due to Buyer's failure to perform Seller's obligations thereunder after Closing).

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes Orkin shall assume on the Closing Date and shall pay, perform and discharge when due all of PRISM's obligations and liabilities arising from and after the Closing under the Customer Contracts (and the related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related toguarantees of PRISM), the administration of Other Contracts, the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims Leases and the Seller Claims set forth on Schedule 2.1(i); Purchase Orders (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Executory Contractual Liabilities"). Seller agrees In consideration of a reduction in the Purchase Price for the Assets, Orkin shall also assume the liabilities of PRISM relating to provide the Pest Business for each accrued but unused vacation, bonus days with pay, banked sick days, and/or personal choice days of Transferred Employees (as defined in Section 5.04) as of the Excluded Closing Date and certain specified accounts payable as identified and in the amount contained on the Assumed Payables List (the "Special Liabilities") (the Special Liabilities either collectively, together with the Executory Contractual Liabilities are the "Assumed Liabilities"). Orkin's obligations under this Section 1.04(a) shall not be subject to offset or reduction by payment reason of any actual or under the Plan. Buyer's assumption alleged breach of any representation, warranty or covenant contained in this Agreement or any agreement or document delivered in connection herewith or any right or alleged right to indemnification hereunder. (b) Except for the Assumed Liabilities shall and except as provided in no way expand Section 5.04(g) or Section 5.10(a) hereof, it is expressly understood and agreed between the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "hereto that ORKIN SHALL NOT ASSUME AND IS NOT ASSUMING, NOR SHALL ORKIN BECOME LIABLE, OBLIGATED OR RESPONSIBLE FOR THE PAYMENT OF ANY DEBTS, LIABILITIES OR OBLIGATIONS OR THE PERFORMANCE OF ANY DUTIES OF PRISM OF ANY KIND OR NATURE WHATSOEVER, KNOWN OR UNKNOWN, WHETHER ARISING BEFORE, ON OR SUBSEQUENT TO THE CLOSING AND WHETHER CONTINGENT OR [***] - CONFIDENTIAL TREATMENT REQUESTED LIQUIDATED IN AMOUNT (INCLUDING, WITHOUT LIMITATION, ANY DEBT, LIABILITIES, OBLIGATIONS OR DUTIES ARISING OUT OF ACCOUNTS PAYABLE, TAX LIABILITIES, ENVIRONMENTAL, IMMIGRATION OR PRODUCT LIABILITY MATTERS, EMPLOYEE BENEFITS, CUSTOMER CONTRACTS OR OTHER CONTRACTS, AGREEMENTS OR OTHER LIABILITIES OF PRISM) RELATED TO THE ASSETS OR THE OPERATION OF PRISM'S BUSINESS PRIOR TO CLOSING.

Assumption of Liabilities. On From and subject after the Closing, Purchaser will assume only the following obligations and liabilities of Seller, to the terms extent such obligations and conditions of liabilities relate to the Assets, the Facilities, or, as applicable, the Navajo Mine (the “Assumed Liabilities”): (a) All liabilities and obligations under all agreements, contracts, undertakings, and licenses assigned to Purchaser under this Agreement, Buyer shall assume including the Facilities Contracts and become responsible for all of the Assumed Liabilities at Transferable Permits in accordance with the Closing. Buyer will not assume or have any responsibilityterms thereof, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited toexcept: (ai) Taxes related in each case to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or extent such liabilities and obligations were incurred by Seller prior to the Closing; Effective Date and not otherwise assumed by Purchaser pursuant to Sections 2.3(c), (d), (e) and (f), (ii) the payment obligations pro-rated to Seller under Section 3.6, and (iii) as specifically contemplated under Section 2.4; (b) any costs All liabilities or expenses incurred in connection withobligations, whether or related tonot accrued, the administration of the Bankruptcy Casecontingent, absolute, determined or determinable (including, without limitation, any accrued professional fees fines, penalties or costs imposed by a Governmental Authority) arising under Environmental Laws (whether such laws are enacted before or after the Effective Date), and expenses of attorneysall liabilities and obligations relating to Environmental Conditions or Hazardous Substances, accountants, financial advisors and other professional advisors related in each case to the Bankruptcy Case; extent attributable to actions or failures to act occurring, or conditions first arising, on or after the Effective Date, including any threatened Releases that do not exist prior to the Effective Date (the “Post-Closing Environmental Liabilities”); (c) All liabilities or obligations, whether or not accrued, contingent, absolute, determined or determinable (including, without limitation, any fines, penalties or costs imposed by a Governmental Authority) arising under Environmental Laws or relating to Environmental Conditions or Hazardous Substances in connection with EPE’s or Seller’s ownership of the Assets or Facilities or with respect to the Navajo Mine (in each case, solely in connection with the pre-Effective Date period) (collectively, “Pre-Closing Environmental Liabilities”) to the extent relating to such Pre-Closing Environmental Liabilities arise out of (i) the Excluded Assets; and enactment, coming into force or change in any Environmental Law (including any change in the interpretation, application or enforcement of any such Environmental Law) on or after the Effective Date or (ii) Post-Closing Actions; (d) That incremental portion, and only that incremental portion, if any, of the Landfill Obligations that are directly attributable to any Post-Closing Actions; (e) All liabilities and obligations of Seller under this Agreement with respect to decommissioning the Facilities and the Facilities Switchyard, including without limitation the dismantling and removal of the Facilities and the Facilities Switchyard and the restoration of their sites (collectively, “Decommissioning”); (f) All liabilities and obligations of Seller with respect to reclamation of the Navajo Mine, and the site comprising the same or under on which the Navajo Mine exists or has existed (collectively, “Reclamation”); (g) All of Seller’s share of any side agreement between Seller on liabilities or obligations of the one hand and Buyer on Operating Agent or its Affiliates with respect to pensions or other post-employment benefits attributable to Operating Agent’s operation of the other hand entered into Facilities; (h) Any liabilities or obligations in respect of Purchaser’s share of the items prorated in Section 3.6(a); (i) Taxes attributable to the ownership, operation or use of the Assets on or after the date of Effective Date (except for Taxes for which Seller is liable pursuant to Section 3.6, including Seller’s Income Taxes) and any Taxes for which Purchaser is liable under Section 6.3; and (j) All other liabilities expressly allocated to Purchaser in this Agreement); (e) all claims against Seller related to . For the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all avoidance of doubt, Purchaser is not assuming hereunder any liabilities and or obligations arising under of any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared Facilities Owners other than Seller pursuant to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Agreement.

Assumption of Liabilities. On and subject Subject to the terms and conditions of in this Agreement, Buyer shall on the Closing Date, Purchaser will deliver an undertaking in form and substance reasonably satisfactory to Seller and its counsel pursuant to which Purchaser will assume and become responsible for agree to pay, perform and discharge (i) all obligations and liabilities of Seller to the extent reflected or reserved against in Seller's balance sheet as of September 30, 1995, included in the Seller Financial Statements (defined below), (ii) all obligations and liabilities of Seller arising after the Closing Date under any contracts, agreements, instruments and arrangements listed on Schedule 3.19 furnished by Seller to Purchaser pursuant to this Agreement or entered into in the ordinary course of business, and (iii) all current liabilities and obligations of Seller of the Assumed Liabilities at nature contained on Seller's September 30, 1995 balance sheet or of the Closing. Buyer nature disclosed on Schedule 3.7 hereto, arising after the date of such balance sheet in the ordinary course of business and not in violation of Section 10.1 of this Agreement PROVIDED, HOWEVER, that Purchaser will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within in excess of Four Hundred Thousand Dollars ($400,000) under the definition Promissory Note dated December 18, 1995 made by Seller in favor of Assumed Liabilities, including, but not limited to: Neville in the original principal amount of One Million Two Hundred Thousand Dollars (a$1,200,000) Taxes related to (the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration "Neville Note"). Any of the Bankruptcy Caseforegoing notwithstanding, Purchaser will not assume any other obligations or liabilities of Seller, including, without limitation, any accrued professional those arising out of or in connection with the negotiation and preparation of this Agreement or the consummation of the transactions provided for in this Agreement (except for the fees and expenses of attorneys, accountants, financial advisors and other Seller's professional advisors related in an amount not to the Bankruptcy Case; exceed Forty-Five Thousand Dollars (c$45,000), or for any taxes of Seller of any nature other than VAT Taxes and GST Taxes (each as defined in Section 3.10) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller reserved for on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related Financial Statement. The liabilities to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior be assumed by Purchaser hereunder are collectively referred to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, as the "Excluded Assumed Liabilities."). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "

Assumption of Liabilities. On and subject to In partial payment of the terms and conditions of this AgreementPurchase Price, the Buyer shall assume assume, and become responsible for hereby covenants and agrees to timely perform, pay or discharge, only the following obligations, liabilities and commitments, and no other obligations, liabilities or commitments whatsoever (collectively, the “Assumed Liabilities”): (i) all of the Assumed Liabilities at obligations, liabilities and commitments of the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within Sellers and the definition of Assumed Liabilities, includingHealth Center Operator under the Transferred Contracts, but not limited to: (a) Taxes related only to the Business extent that such obligations, liabilities and commitments relate to the period from and after the Closing Date or to the Acquired Assets extent that Buyer receives a credit therefor against the Purchase Price pursuant to Section 2.6, and specifically excluding any liability arising thereunder for all Tax periods (or portions thereof) ending on or a breach thereof that occurred prior to the Closing; Closing Date; (bii) any costs or expenses incurred in connection with, or related to, the administration all of the Bankruptcy Caseobligations, includingliabilities and commitments of the Sellers arising under the Sellers’ Personal Income Protection Plan (“XXXX”), without limitationbut in the case of XXXX deposit liabilities, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities only to the extent relating set forth on Schedule 4.8(d) (as updated through the Closing Date); (iii) all of the obligations, liabilities and commitments of the Sellers related to or otherwise in respect of the Freedom Village Master Trusts, but in the case of refund liabilities secured by the Freedom Village Master Trusts, only to the Excluded Assets; and extent set forth on Schedules 4.8(a) (das updated through the Closing Date); (iv) all of the obligations, liabilities and obligations commitments of Seller the Sellers to refund the entrance fees or deposits under this Agreement the Life Care Contracts that are listed on Schedule 4.8 (or under any side agreement between Seller on as updated through the one hand and Buyer on the other hand entered into Closing Date) that are terminated on or after the date Closing Date; (v) all Straddle Entrance Fee Refunds; (vi) all liability for the amount of all accrued (vested or unvested) vacation, personal time, time off, holiday or sick leave as of the Closing Date for Transferred Employees (which shall be assumed by Buyer’s manager or lessee), but only to the extent that Buyer receives a credit therefor against the Purchase Price pursuant to Section 2.6(b); and (vii) to the extent not otherwise described in clauses (i) through (vi) of this Agreement); (eSection 2.2, any specifically identified payment obligation(s) all claims against Seller related to of the Hyatt Claims and Sellers or the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations Health Center Operator for which the Buyer does not expressly assume any liability (collectively, receives a corresponding credit(s) against the "Excluded Liabilities"). Seller agrees Purchase Price pursuant to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Section 2.6.

Assumption of Liabilities. On and subject to (a) As of the terms and conditions of this AgreementClosing Date, Buyer shall assume and become responsible for all pay, perform and discharge in a timely manner according to their terms only the following Liabilities of each Domestic Seller Company (the "Assumed Liabilities"): (i) Liabilities arising under the Assigned Contracts from and after the Closing Date; (ii) Liabilities set forth on the Estimated Statement, as revised by the Closing Date Statement, including, without limitation, trade account payables, payroll, accrued vacation pay or other paid time off obligations, 401(k) matching contributions and other accruals and other current Liabilities arising in the ordinary course of business that remain unpaid at and are not delinquent as of the Assumed Closing Date; (iii) Liabilities at related to any warranty claims by such Domestic Seller Company's customers with respect to work performed or Software licensed by such Domestic Seller Company prior to the Closing. Closing Date pursuant to any of the Assigned Contracts ("Domestic Seller Companies Warranty Liabilities"), subject to the Buyer's rights under ARTICLE VIII hereof; (iv) Liabilities related to Continuing Domestic Employees set forth in Section 5.06; (v) Liabilities for Periodic Taxes made payable by Buyer will not assume or have pursuant to Section 5.06 for Taxes with respect to the Acquired Assets for any responsibility, howeverPost-Closing Period and, with respect to Straddle Periods, that are allocable pursuant to Section 5.06 to the portion of such period beginning on the Closing Date; (vi) Liabilities under any other Plant Closing Law that arise out of actions by Buyer after the Closing Date or a breach of this Agreement by Buyer; and (vii) Other Liabilities, if any, listed on Schedule 2.03(a). (b) Notwithstanding anything contained in this Agreement to the contrary, except as expressly set forth in Section 2.03(a) above, Buyer shall not assume or become liable or obligated in any way, and each Domestic Seller Company shall retain and remain solely liable for and obligated to pay, perform and discharge all Liabilities of such Domestic Seller Company, including all of the following (collectively, the "Excluded Liabilities"): (i) Liabilities under any Excluded Contracts; (ii) Except Domestic Seller Company Warranty Liabilities, Liabilities arising under any Assigned Contracts that relate to the time period prior to the Closing Date or arise out of events occurring prior to the Closing Date; (iii) Any forfeiture, claim or pending litigation or proceeding relating to the Business prior to the Closing Date; (iv) Except as set forth in Section 5.06, any Liabilities under any Employee Benefit Plan, including, without limitation, any obligation of such Domestic Seller Company to any persons under so-called phantom stock or liability of Seller not included within the definition of Assumed Liabilitiesinterest plans, including, but not limited to: , the Zeon Solutions Incorporated 2011 Phantom Stock Plan; (av) Any Liabilities for severance payments or other payments incurred as a result of the termination of the employment of any employee or independent contractor of such Domestic Seller Company who is not a Continuing Domestic Employee or Continuing Domestic Independent Contractor; (vi) Any Liabilities for Taxes related (A) of such Domestic Seller Company for all taxable periods or portions thereof ending on or before the day immediately prior to the Closing Date, other than such Taxes as are made payable by Buyer pursuant to Section 5.08, (B) which may be applicable to the Business or the Acquired Assets for all Tax periods (any taxable period or portions thereof) portion thereof ending on or before the day immediately prior to the Closing; (b) Closing Date and for any costs or expenses incurred in connection with, or related to, taxable period beginning before and ending after the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities Closing Date to the extent relating allocable pursuant to Section 5.08 to the Excluded Assets; and (d) liabilities and obligations portion of Seller under this Agreement (or under any side agreement between Seller such taxable period ending on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related day immediately prior to the Hyatt Claims and Closing Date, (C) of such Domestic Seller Company for Taxes arising in connection with the consummation of the transactions contemplated hereby, other than such Taxes as are made payable by Buyer pursuant to Section 5.08 or (D) for which such Domestic Seller Claims Company is responsible pursuant to Section 5.08; and (vii) Any Liability of such Domestic Seller Company incurred as a result of legal proceedings set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "3.11.

Assumption of Liabilities. On (a) Buyer shall at Closing assume and subject agree to pay, discharge and perform the following Liabilities of the Emmis Entities and the Station (collectively, the "Assumed Liabilities"): (i) All Liabilities arising under all Station Agreements assigned and transferred to Buyer in accordance with this Agreement to the terms extent such Liabilities arise during and conditions relate to any period on or after the Closing Date (excluding, however, any Liability arising from either (A) the breach of any Station Agreement by reason of its assignment to Buyer without a required consent or (B) any other breach or default by an Emmis Entity upon or prior to Closing under any Station Agreement); and (ii) Notwithstanding anything to the contrary set forth in the foregoing provisions of this Section -------- 2.3 (a) or in Section 2.3(b) or elsewhere in this Agreement, those Liabilities of the Emmis Entities to the ------ -------------- extent, and only to the extent, the amount thereof is included as a credit to Buyer in calculating the Closing Date Adjustments as ultimately determined pursuant to Section 2.10. ------------ (b) Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have be obligated for any responsibilityof, howeverand the Emmis Entities shall solely retain, with respect pay, perform, and discharge all of, their respective Liabilities of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer under Section 2.3(a) and, notwithstanding -------------- anything to any other obligation or liability the contrary in Section 2.3(a), none of Seller not included within the definition of following shall be “Assumed Liabilities” for purposes of this -------------- Agreement: (i) any foreign, includingfederal, but not limited to: (a) state, county or local income Taxes related to which arise from the operation of the Station or the Business or the Acquired ownership of the Purchased Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; Closing Date; (bii) any costs liability or expenses incurred obligation of an Emmis Entity in connection with, respect of indebtedness for borrowed money or any intercompany payable of an Emmis Entity or any of its Affiliates; (iii) all liabilities and obligations related to, associated with or arising out of (A) the administration occupancy, operation, use or control of any of the Bankruptcy CaseReal Property prior to the Closing Date or (B) the operation of the Station prior to the Closing Date, in each case incurred or imposed as an environmental, health or safety Requirement of Law existing prior to the Closing Date, including, without limitation, any accrued professional fees Release or storage of any Contaminants prior to the Closing Date on, at or from (1) any such real property (including, without limitation, all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder) or any conditions whatsoever on, under or in such real property or (2) any real property or facility owned by a third party at which Contaminants generated by the Business were sent prior to the Closing Date; (iv) any liabilities or obligations, whenever arising, related to, associated with or arising out of the Employee Plans; (v) any costs and expenses incurred by the Emmis Entities incident to their negotiation and preparation of attorneys, accountants, financial advisors this Agreement and other professional advisors their performance and compliance with the agreements and conditions contained herein or therein; (vi) any of the Emmis Entities´ liabilities or obligations under this Agreement or the Emmis Entities Ancillary Agreements; and (vii) any and all Liabilities arising out of or related to the Bankruptcy Case; (c) liabilities to the extent contracts relating to the Excluded Assets; and (d) Station that are not identified in this Agreement as a Station Agreement, including, without limitation, all contracts identified in this Agreement as “Contracts Not Assumed.” All liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on Emmis Entities which do not constitute Assumed Liabilities are referred to herein as the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "“Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".”

Assumption of Liabilities. On the terms and subject to the terms and conditions of set forth in this Agreement, Buyer shall Purchaser shall, effective as of the Closing, assume and become responsible for all agree to pay, discharge and perform in accordance with their terms the following Liabilities of the Assumed Liabilities at Seller Group as the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability same shall exist on the Closing Date and irrespective of Seller not included within whether the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or same shall arise prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date Closing Date (each, an “Assumed Liability,” and collectively, the “Assumed Liabilities”): (a) subject to Section 2.4, all Liabilities (other than Taxes) arising under the Assigned Contracts, incurred or arising after the Closing, and all of this Agreementthe Determined Cure Costs; (b) subject to Section 2.4, all Liabilities (other than Taxes) arising from the Transferred Assets, incurred or arising after the Closing; (c) (i) all Transfer Taxes for which Purchaser is liable pursuant to Section 2.13 and (ii) all Property Taxes for which Purchaser is liable pursuant to Section 7.4(c). (d) all Liabilities arising out of or relating to any of the Transferred Employees solely to the extent such Liabilities relate to periods following the Closing (but in all cases, other than Liabilities related to any Seller Plans); and (e) all claims against Seller related Liabilities arising out of or relating to any action, charge, claim (including any cross-claim or counter-claim), suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation with respect to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act Transferred Assets or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights extent arising from acts, omissions or events occurring from and remedies which such parties would have had against Seller had this Agreement not been consummated. The "after the Closing.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at At the Closing. Buyer , Cheniere, Investments, and General Partner agree that the Partnership will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within reimburse the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability following (collectively, the "Excluded Assumed Liabilities"). Seller agrees to provide for each ): (i) The Partnership shall reimburse or directly pay on behalf of the Excluded Liabilities either Cheniere Entities at the Closing: (A) all non-Affiliate third party accounts payable (including legal fees related to the FERC permitting) incurred by the Cheniere Entities and directly related to the Project, which accrued between June 30, 2002 through the Closing Date; and (B) all payment or obligations the Cheniere Entities have incurred, regardless if incurred prior to June 30, 2002, under the Plan. Buyer's assumption ENE Agreement and Technip Agreement; provided, however, that the Partnership shall only be obligated to reimburse or directly pay on behalf of the Assumed Liabilities Cheniere Entities (as the case may be) those accounts payable (X) listed and described on Schedule 2.1(c)(i), which as of the Effective Date, shall include all accounts payable from June 30, 2002 through July 31, 2002 and shall be updated on or before September 10, 2002 to include those accounts payable from August 1, 2002 through August 31, 2002 and (Y) those non-Affiliate third party accounts that are incurred in the ordinary course of business between September 1, 2002 through the Closing Date; further provided, however, that in no way expand event shall the rights Partnership be responsible for or remedies assume more than $300,000 of non-Affiliate third parties against Buyer as compared party accounts payable incurred prior to the rights Closing Date, excluding the payment obligations under the ENE Agreement and remedies which such parties would have had against Seller had this the Technip Agreement not been consummated. (collectively, the "Assumed Accounts Payable"); (ii) The Partnership shall reimburse or directly pay on behalf of the Cheniere Entities at the Closing, all payables incurred by the Cheniere Entities in the ordinary course under the Contracts (but excluding the Employment Agreement between Cheniere and Xxxxxxx Xxxxxx) between June 30, 2002 through the Closing Date (the "Assumed Contract Payables"); (iii) The Partnership shall assume the Royalty (as defined in the Crest Settlement) payment obligation contained in and pursuant to Section 1.03(a) of the Crest Settlement for gas processed and produced solely at the Project after Closing; (iv) The Partnership shall assume all obligations directly related to the Contributed Assets accruing from and after the Closing Date; (v) The Partnership shall assume any salary or bonus payable to the Management Team accruing from and after the Closing Date; and (vi) The Partnership shall reimburse Cheniere at Closing $75,000 for salary and other overhead expenses (the "Cheniere Payable");

Assumption of Liabilities. On PRGI agrees to assume, from and subject to after the terms and conditions of this AgreementClosing Date, Buyer shall assume and become responsible for all of only the Assumed Liabilities at following (the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of "Assumed Liabilities, including, but not limited to: "): (a) Taxes all obligations and liabilities of Seller relating to the Business arising from and after the Effective Date in the ordinary course of business under the Contracts with Customers, Associates and Employees and other Contracts, and equipment and other Leases expressly designated by PRGI as Assigned Contracts and Assigned Leases; (b) Seller's normal trade payables relating to the Business to be acquired by PRGI pursuant hereto incurred in the ordinary course of business and outstanding at the Effective Date or incurred in the ordinary course of business thereafter and advances made after August 31, 1998 used to pay normal trade payables relating to the Business to be acquired by PRGI pursuant hereto, excluding (i) all Seller Transaction Expenses; (ii) non-trade payables (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), including any Prior Period Payments to RBA; (iii) non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto); (iv) commission amounts for audit services due to Associates, auditors, or the Acquired Assets for all Tax periods other service providers (or portions thereofincluding those to Seller if solely in Seller's capacity as an auditor) ending on or accounts receivable collected prior to the ClosingEffective Date; and (bv) any costs all accounts payable, accrued expenses or expenses incurred other indebtedness due to the Seller as of the Effective Date under the Principal Agreement, or in connection withwith any advances to Associates or otherwise (except for certain commissions provided for in Section 2.2(c) below and advances by Owners used to pay normal trade payables of Seller incurred after the Effective Date); and (c) commission amounts for audit services which will be owed by Seller to its Associates, auditors or related toother service providers (including to Seller, if solely in Seller's capacity as an auditor and in respect of services performed prior to the administration Effective Date) upon collection of Accounts Receivable, Unbilled Claims and Work in Progress outstanding at the Bankruptcy CaseEffective Date. Except for the Assumed Liabilities, PRGI shall not assume any debts or liabilities of Seller of any kind or nature whatsoever. Seller agrees to make full and prompt payment of all of its trade payables not assumed by PRGI as and when due. Anything to the contrary contained herein notwithstanding, PRGI shall neither assume nor have any obligations or liabilities whatsoever in respect of severance, WARN Act, income tax withholding, payroll and/or unemployment tax, workers' compensation, pension, profit-sharing, health insurance, COBRA or any other employee or other benefit liabilities in respect of any Business Employees or in respect of any Employee Benefit Plans, including, without limitationlimitation any contribution, any accrued professional fees and expenses of attorneystax, accountantslien, financial advisors and other professional advisors related penalty, cost, interest, claim, loss, action, suit, damage, cost assessment, withdrawal liability, liability to the Bankruptcy Case; (cPBGC, liability under Section 412 of the Code or Section 302(a)(2) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of ERISA, or other similar liability or expense of Seller under this Agreement (or under any side agreement between Seller on ERISA Affiliate and PRGI shall not become a party to any Employee Benefit Plan as a result of any of the one hand and Buyer on the other hand entered into on or after the date of transactions contemplated by this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".

Assumption of Liabilities. On the terms and subject to the terms and conditions of set forth in this Agreement, Buyer shall assume and become responsible for all Purchaser assumes only the following liabilities of the Assumed Liabilities at Selling Parties (collectively, the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of “Assumed Liabilities, including, but not limited to: ”): (a) all Liabilities of Sellers under the Purchased Contracts that arise out of or relate to the period from and after the Closing Date; (b) all trade accounts payable and accrued expenses (including payroll, Taxes related to payroll, sales commissions, bonuses, and similar payments, in each case accrued through the Business or the Acquired Assets for all Tax periods (or portions thereofClosing Date) ending on or prior to the Closing; (b) any costs or expenses of Sellers that were both incurred in connection withthe Ordinary Course of Business and are listed on Schedule 2.3(b); provided that, or related tofor clarification, all such accrued expenses payable to Employees will be paid by Purchaser to Sellers, and then paid to Employees through Sellers’ payroll system in accordance with the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; Transition Services Agreement; (c) liabilities all Liabilities of Sellers under each of the Real Property Leases that arise out of or relate to the extent relating to period from and after the Excluded Assets; and Closing Date; (d) liabilities all Liabilities of the Member under each of the Permits, bonds and obligations guarantees listed on Schedule 2.3(d) (in each case that are not terminated, released or replaced at or before Closing by Purchaser) that arise out of Seller under this Agreement (or under any side agreement between Seller on relate to the one hand period from and Buyer on the other hand entered into on or after the date of this Agreement); Closing Date; (e) all claims against Seller related to the Hyatt Claims and the Seller Claims Liabilities in respect of any pending or threatened Legal Proceeding set forth on Schedule 2.1(i2.3(e); ; (f) all liabilities Liabilities in respect of any workers’ compensation claims against Sellers that relate to the period commencing on February 14, 2012 and obligations arising under any Assigned Contract (and all liabilities for any breachending on February 13, act or omission under any Assigned Contract) arising on or 2013, irrespective of whether such claims are made prior to or after the Closing; and ; (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for Liabilities of Sellers under each of the Excluded Liabilities either by payment Vehicle Leases that arise out of or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared relate to the rights period from and remedies which such parties would have had against Seller had this Agreement not been consummated. The "after the Closing Date; and (h) Unpresented Checks.

Assumption of Liabilities. (a) On and subject after the Closing Date, Purchaser will assume and agree to perform and fully discharge when due all Liabilities of the Company (i) solely related to or solely arising from or in connection with the Assets or the Business and (ii) in the case of any Liabilities related to or arising partly from or in connection with the Assets or the Business and partly from any other assets or business of the Company, to the extent such Liabilities relate to or arise from or in connection with the Assets or the Business (in each case including, without limitation, any Claims and Damages arising from the assignment to Purchaser of any contract or other agreement pursuant to the terms and conditions of this Agreement), Buyer shall assume and become responsible for all of the Assumed whether such Liabilities at the Closing. Buyer will not assume specified in clause (i) or have any responsibility(ii) are incurred or arising prior to, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection withon, or related to, after the administration of the Bankruptcy CaseClosing Date, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and those obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the Company to be assumed by Purchaser pursuant to Section 5.2 hereof, other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability than Retained Liabilities (collectively, the "Excluded Assumed Liabilities"). Seller agrees to provide for Except as set forth in this Section 1.3 and except as otherwise expressly provided in this Agreement, Purchaser will assume no other Liabilities of any kind of description of the Company. (b) Without limiting the generality of Section 1.3(a) hereof, and notwithstanding any other provision hereof, each of the Excluded Liabilities either following is a "Retained Liability" (except to the extent that it is a Liability that decreases Net Financial Assets): (i) any of the Company's obligations hereunder; (ii) any Liability for federal, state or local income taxes of the Company, its stockholders and any other Person (other than payroll withholding taxes to the extent that they decrease Net Financial Assets, which shall constitute Assumed Liabilities); (iii) Corporate Office expenses other than those liabilities for certain Corporate Office Employees set forth in Section 5.2 hereof (all of which shall constitute Assumed Liabilities); (iv) any Liability of the Company arising from Indebtedness or any overdrafts on any bank accounts of the Company; (v) any Liability assumed or to be assumed by payment or Newco under the Plan. BuyerContribution Agreement; (vi) except for the Company's assumption obligations under a sharing agreement and sublease agreement in the form set forth as Exhibits F-1 and F-2 hereto, any of the Assumed Company's obligations under the Contribution Agreement, the Maine Media Purchase Agreement, the Adjustment Escrow Agreement or the Security Escrow Agreement; (vii) any Liability for dividends; and (viii) any Liabilities shall in no way expand the rights relating to current, former or remedies of third parties against Buyer as compared inactive Corporate Office Employees that are not to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "be assumed by Purchaser pursuant to Section 5.2 hereof.

Assumption of Liabilities. On and subject 2.3.1 The German Buyer hereby assumes from the Seller the obligations to service or repair products sold by the Voumard Business prior to the terms Transfer Date or after the Transfer Date to the extent such obligations arise from the written warranties applicable to those products set forth in Annex 2.3.1 or the written warranties applicable to those products set forth in Annex 2.2.1 (“Assumed Warranty Liabilities”). 2.3.2 With the exception of the Assumed Warranty Liabilities, the Buyer does not assume any other liabilities of the Seller in relation to the Voumard Business whether absolute, fixed, contingent or otherwise. For the avoidance of doubt and conditions without limiting the generality of the foregoing, the Buyer is not assuming from the Seller (i) any obligation or liability under the Retained Customer Contracts (except to the extent of the Assumed Warranty Liabilities), (ii) any indebtedness or accounts payable of the Seller, (iii) any obligation to employees or (iv) any liability for property damage or personal injury caused or alleged to be caused by products of the Voumard Business sold prior to the Transfer Date or after the Transfer Date pursuant to the Retained Customer Contracts; or (v) any liability for taxes assessed against or imposed on Seller except, for the avoidance of doubt, for VAT triggered by the Transaction according to Section 5.2.2 of this Agreement. 2.3.3 To the extent that the Buyer’s cost (including parts, Buyer shall assume labor, payments to third parties and become responsible for all overhead allocation) of performing the Assumed Warranty Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, date on which all written warranties applicable to products sold by the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related Voumard Business prior to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on Transfer Date or after the Transfer Date have expired (the "Warranty Expiration Date") exceeds the Euro-denominated equivalent of USD 600,000 calculated using, for any date of this Agreement); determination, a Euro (eEUR) all claims against Seller related to US Dollar (USD) exchange rate that is the Hyatt Claims and closing European Central Bank Reference Rate for the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations most recent day immediately preceding such date of determination for which Buyer does not expressly assume any liability such a rate is available (collectivelysuch amount, the "Excluded LiabilitiesWarranty Reserve"). , the Seller agrees Guarantor shall pay such excess to provide for each the Buyer in accordance with the terms of the Excluded Liabilities either by payment or under TSA. Buyer shall (i) provide Seller Guarantor with written quarterly updates setting forth the Plan. amounts remaining in the Warranty Reserve as of each quarter and Buyer's assumption forecast for spending in relation to the Assumed Warranty Liabilities for the upcoming quarter and (ii) provide Seller Guarantor with a final written accounting of any amounts remaining in the Warranty Reserve or costs incurred in excess of the Assumed Liabilities shall in Warranty Reserve (the "Final Accounting") no way expand later than seventy-five (75) days after the rights or remedies of Warranty Expiration Date. In the event the Buyer’s aggregate cost (including parts, labor, payments to third parties against and overhead allocations) of performing the Assumed Warranty Liabilities is less than the Warranty Reserve, then, within fifteen (15) days following the earlier of the (x) date on which the Final Accounting was provided to Seller Guarantor and the (y) final date on which the Final Accounting is required to be provided to Seller Guarantor in accordance with this Section 2.3.3, the Buyer as compared shall pay such difference to the rights PWSPA Sellers' Agent (as defined in Section 5.2.1) for the benefit of the PWSPA Sellers (as defined in Section 5.2.1) in accordance with the provisions of the PWSPA (as defined in Section 5.2.1) referred to in Section 5.2.1. Such payment shall be in EUR and remedies which such parties would have had against Seller had this Agreement not been consummated. The "made by wire transfer of immediately available funds free and clear of costs and charges to the account specified in Section 5.2.1.

Assumption of Liabilities. On Except for the Excluded Liabilities as provided in Section 1.4, at the Closing and subject to with effect as of the terms and conditions of this AgreementClosing Date at 11:59 p.m., (i) the U.S. Buyer shall assume and become responsible for all of the obligations and liabilities of the Sellers, the Sellers’ Guarantors and their Affiliates to the extent related to the Business within the United States, whether direct or indirect, known or unknown, fixed or unfixed, cxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise (the “U.S. Assumed Liabilities at Liabilities”), and (ii) the Canadian Buyer shall assume all of the obligations and liabilities of the Sellers, the Sellers’ Guarantors and their Affiliates to the extent related to the Business outside of the United States (other than the U.S. Assumed Liabilities), whether direct or indirect, known or unknown, fixed or unfixed, cxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise (the “Canadian Assumed Liabilities” and together with the U.S. Assumed Liabilities, the “Assumed Liabilities”), including the following: (a) all obligations of the Sellers to the extent related to the Conveyed Leases and the Assumed Contracts whether arising prior to or following the Closing. Buyer will ; (b) all unpaid trade accounts payable of the Business as of the Closing Date (other than payables to Affiliates of the Seller) to the extent reflected in the final determination of the Closing Working Capital (the “Assumed Accounts Payable”); and (c) all liabilities in respect of any of the Acquired Employees to the extent they are not assume Excluded Liabilities; (d) any product liability, warranty or have any responsibility, however, recall with respect to any other obligation or liability of Seller not included within product to the definition of Assumed Liabilities, including, but not limited to: (a) Taxes extent related to the Business or included in the Acquired Assets for all Tax periods (or portions thereof) ending on or Purchased Assets, whether arising prior to or after the Closing; , other than (bx) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related outstanding product liability claims relating to the Bankruptcy Case; Business set forth on Schedule 2.24 and (cy) the liabilities set forth in Section 1.4(k); (e) all liabilities to the extent relating related to the Excluded Intellectual Property and Know How of the Business or included in the Purchased Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on , whether arising prior to or after the date of this Agreement); (e) all claims against Seller related to Closing, other than the Hyatt Claims and the Seller Claims liabilities set forth on Schedule 2.1(iin Section 1.4(h); ; (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closingextent related to Environmental Claims at the Conveyed Leases Premises; and and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, related to the "Excluded Liabilities"). Seller agrees to provide for each conduct or operation of the Excluded Liabilities either by payment or under Business after the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Closing.

Assumption of Liabilities. On From and subject to after the terms and conditions of this AgreementClosing, ------------------------- the Buyer shall assume and become responsible for the Buyer hereby agrees to pay, perform and discharge when due all liabilities of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes directly related to the Business (i) arising pursuant to the terms of the Assigned Contracts (including the Green Manufacturing, Inc. 401(k) Retirement Plan (the "401(k) Plan")), (ii) related to the Business and arising on or after the Acquired Assets for Closing Date, or (iii) related to the Business and arising in the ordinary course of business after December 31, 1997 and prior to the Closing Date, to the extent set forth on Schedule 2.4(a) (the "Assumed Liabilities"); provided, however, that the Buyer shall not assume (and -------------------- -------- ------- the term "Assumed Liabilities" shall not be deemed to include) (i) income and franchise taxes of the Seller; (ii) except as contemplated by Schedule 2.4(a), all Tax other Taxes attributable to periods (or portions thereof) ending on or prior to the ClosingClosing Date; (biii) Taxes of any other Person for which the Seller may be liable by contract or otherwise; (iv) any costs liability of any kind due to illegal or expenses incurred tortuous conduct prior to the Closing Date by the Seller, or the Seller's officers, directors or employees, whether to employees or third parties; (v) any liability for product liability lawsuits arising from the sale of any Product before the Closing Date; (vi) any liability for the infringement of any item of Intellectual Property in connection with, with the sale of any Product before the Closing Date; (vii) any and all liabilities under Environmental Laws arising from or related to, the administration of the Bankruptcy Case, including, without limitation, in any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors way related to acts, omissions, occurrences or conditions first occurring or in existence prior to the Bankruptcy CaseClosing Date; (cviii) any liabilities with respect to the extent relating to the Excluded AssetsContracts listed on Schedule 2.4(b); and (dix) any other liability not expressly assumed by the Buyer pursuant to this Agreement. All the liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior other than the Assumed Liabilities are hereinafter referred to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, as the "Excluded -------- Liabilities"). On the Closing Date, the Buyer shall in addition execute and ----------- deliver to the Seller agrees to provide for each an instrument of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of liabilities with respect to the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Liabilities.

Assumption of Liabilities. On and subject Subject to the terms and conditions of this Agreement, Buyer shall assume Pechiney Plastics hereby assumes and become responsible for agrees to pay, fulfill, perform or otherwise discharge when due any and all of the Assumed Liabilities at debts, liabilities and obligations of ANC (whether fixed or contingent, matured or unmatured, arising by law or by contract or otherwise, on or prior to the Closing. Buyer will not assume date hereof or have any responsibility, however, with respect to any other obligation or liability of Seller not included within hereafter) (the definition of "Assumed Liabilities, including, but not limited to: (a") Taxes related to the extent relating to the Business or the Acquired Assets for Contributed Assets, other than the liabilities set forth in Section 3.02 below. The Assumed Liabilities include, without limitation: (a) any and all Tax periods (liabilities in respect of Environmental Claims relating to or portions thereof) ending on arising out of the Business or prior to the Closing; Contributed Assets; (b) obligations and liabilities in respect of employee and employee benefits matters to the extent set forth in Article VIII; (c) any costs and all liabilities in respect of any pending or expenses incurred in connection withthreatened litigation, claims, suits, actions, investigations, indictments, or related proceedings to which ANC is or may become a party or any of the Contributed Assets is or may become subject (other than those relating to, or arising out of, the patent infringement litigation, claims and proceedings involving the Viskase Corporation and ANC, in respect of which Pechiney Plastics has agreed to indemnify ANC under Section 11.02(iii) of this Agreement), arising out of, or relating to, the administration conduct of the Bankruptcy CaseBusiness, including, without limitation, any accrued professional fees the litigations set forth in Schedule 3.01(c); (d) all liabilities and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent obligations relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); Contributed Real Property; (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i)letters of credit, guarantees or other financial accommodations which support any Assumed Liabilities or Contributed Assets; and (f) all liabilities of the general type reflected in the December 31, 1998 Pro-Forma Balance Sheet set forth in Schedule 3.01(f), recognizing that such Balance Sheet is only illustrative of the liabilities of the Business that may exist as of the date of this Agreement and obligations arising under any Assigned Contract (and further recognizing that it does not necessarily reflect all contingent liabilities for any breach, act or omission under any Assigned Contract) arising on or prior relating to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Business.

Assumption of Liabilities. On and subject to (a) As of the terms and conditions of this AgreementClosing Date, Buyer shall assume and pay, perform and discharge in a timely manner according to their terms only the following Liabilities of Seller (the "Assumed Liabilities"): (i) Liabilities arising under the Assigned Contracts from and after the Closing Date; (ii) Liabilities set forth on the Estimated Statement, as revised by the Closing Date Statement, including, without limitation, trade account payables, payroll, 401(k) matching contributions and other accruals and other current Liabilities arising in the ordinary course of business that remain unpaid at and are not delinquent as of the Closing Date; (iii) Liabilities related to any warranty claims by Seller's customers with respect to work performed or Software licensed by Seller prior to the Closing Date pursuant to any of the Assigned Contracts ("Seller Warranty Liabilities"), subject to the Buyer's rights under ARTICLE VII hereof; (iv) Liabilities related to Continuing Employees set forth in Section 5.04; and (v) Other Liabilities, if any, listed on Schedule 2.03(a). (b) Notwithstanding anything contained in this Agreement to the contrary, except as expressly set forth in Section 2.03(a) above, Buyer shall not assume or become responsible liable or obligated in any way, and Seller shall retain and remain solely liable for and obligated to pay, perform and discharge all Liabilities of Seller, including all of the Assumed following (collectively, the "Excluded Liabilities"): (i) Liabilities at under any Excluded Contracts; (ii) Except Seller Warranty Liabilities, Liabilities arising under any Assigned Contracts that relate to the Closing. Buyer will not assume time period prior to the Closing Date or have arise out of events occurring prior to the Closing Date; (iii) Any forfeiture, claim or pending litigation or proceeding relating to the Business prior to the Closing Date; (iv) Except as set forth in Section 5.04, any responsibility, however, with respect to Liabilities under any other obligation or liability of Seller not included within the definition of Assumed LiabilitiesEmployee Benefit Plan, including, but without limitation, any obligation of Seller to any persons under so-called phantom stock or interest plans; (v) Any Liabilities for severance payments or other payments incurred as a result of the termination of the employment of any employee or independent contractor who is not limited to: a Continuing Employee or Continuing Independent Contractor; (avi) Any Liabilities for Taxes related (A) of Seller or any Affiliate of Seller for all taxable periods or portions thereof ending on or before the Closing Date, (B) which may be applicable to the Business or the Acquired Assets for all Tax periods (any taxable period or portions thereof) portion thereof ending on or prior to before the Closing; (b) Closing Date and for any costs or expenses incurred in connection with, or related to, taxable period beginning before and ending after the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities Closing Date to the extent relating allocable to the Excluded Assets; and portion of such taxable period ending on the Closing Date, (dC) liabilities and obligations of Seller under this Agreement or any Affiliate of Seller for Taxes arising in connection with the consummation of the transactions contemplated hereby, or (or under any side agreement between D) for which Seller on the one hand and Buyer on the other hand entered into on or after the date is responsible pursuant to Section 5.06; (vii) Any Liability incurred as a result of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims legal proceedings set forth on Schedule 2.1(i)3.11; and (fviii) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or Any Liability under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Megazzini Agreement.

Assumption of Liabilities. On (a) Upon the terms and subject to the terms conditions set forth herein, at the Closing Buyer shall assume from Seller (and conditions thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and Seller shall irrevocably convey, transfer and assign to Buyer, only the following Liabilities of Seller (the "Assumed Liabilities"): (i) Liabilities of Seller reflected on the Closing Working Capital Statement finally determined in accordance with Section 1.6; (ii) Liabilities arising after the Closing under the Assigned Contracts (other than Liabilities arising out of or relating to any act or omission that occurred prior to the Closing); (iii) Liabilities of Seller arising after the Closing under any Assigned Contract included in the Assets that is entered into by Seller after the date hereof in accordance with the provisions of this AgreementAgreement (other than Liabilities to the extent arising out of or relating to any act or omission that occurred prior to the Closing); (iv) Liabilities for pension Liability, Accrued Vacation, retiree medical, flexible spending accounts, sick leave, and personal time, to the extent provided in Section 6.2. (v) Warranty obligations and claims and associated costs and damages arising from products (or component parts thereof) delivered after the Closing Date; (vi) Liabilities arising from the defective manufacture of products (or component parts thereof) delivered after the Closing Date, whether manufactured or repaired before, on or after the Closing Date; (vii) Liabilities arising from defects in a product specification and/or design defects in products (or component parts thereof) delivered after the Closing Date, but not including any design defects with regard to items designated with an engineering delegation level of 3 or below on Attachment 4 to the Special Business Provisions (Sustaining), the Special Business Provisions (787) or the Special Business Provisions (Spares); (viii) Liabilities of Seller described in Schedule 1.2(a)(viii); and (ix) Liabilities arising out of exposure to asbestos, as follows: (A) With respect to exposure to asbestos in a product (or component part thereof), Buyer shall assume and become responsible such Liabilities to the extent that the product was manufactured or produced after the Closing Date; and (B) With respect to exposure to asbestos in a Facility, Buyer shall assume such Liabilities to the extent that the exposure to asbestos occurred after the Closing Date. This Section 1.2(a)(ix) shall not apply to claims for all exposure to asbestos asserted under workers compensation Laws. (b) Buyer shall not assume any Liabilities other than the "Assumed Liabilities." All Liabilities of Seller other than the Assumed Liabilities at (the Closing"Excluded Liabilities") shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. Buyer will not assume Without limiting the generality of the foregoing, "Excluded Liabilities" shall include, without limitation: (i) Liabilities for Income Taxes of Seller; (ii) Liabilities of Seller in respect of transaction costs payable by it pursuant to Section 11.10 hereof or have any responsibility, however, with respect to any other obligation or liability otherwise; (iii) Liabilities of Seller not included within the definition arising out of Assumed Liabilities, including, but not limited to: (a) Taxes or related to the Business or the Acquired Assets for Assets; (iv) Liabilities of Seller related to all Tax periods Benefit Plans, except as set forth in Section 6.2; (or portions thereofv) ending Liabilities of Seller to employees of the Business who are not hired by Buyer immediately following the Closing Date, except as provided in Section 9.2(a)(v); (vi) Liabilities of Seller arising under any Environmental Law relating to conditions existing on or prior to the Closing; (b) any costs Closing Date with respect to Seller's Facilities or expenses incurred in connection withto properties formerly owned, operated or related to, used by Seller or the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees Business and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent Liabilities relating to properties to which Seller or the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breachBusiness have sent waste, act or omission under any Assigned Contract) arising on or prior to the Closing; Closing Date, for treatment, storage or disposal, except as set forth in Sections 6.13 and 9.5; (gvii) all other liabilities Liabilities for amounts of Taxes collected or withheld by Seller and payable to any Governmental Authority; (viii) Warranty obligations for which Buyer does not expressly assume any liability and claims and associated costs and damages arising from products (collectivelyor component parts thereof) shipped FOB the Facilities or otherwise on or prior to the Closing Date; (ix) Liabilities arising from the defective manufacture of products (or component parts thereof) shipped FOB the Facilities or otherwise on or prior to the Closing Date; (x) Liabilities arising from defects in a product specification and/or design defects in products (or component parts thereof) shipped FOB the Facilities or otherwise on or prior to the Closing Date; (xi) Liabilities arising from design defects in products (or component parts thereof), but only with regard to items designated with an engineering delegation level of 3 or below on Attachment 4 to the Special Business Provisions (Sustaining), the "Excluded Liabilities"Special Business Provisions (787) or the Special Business Provisions (Spares). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ";

Assumption of Liabilities. (a) On the terms and subject to the terms and conditions of set forth in this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer , Purchaser shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with their respective terms, only the specific liabilities of Sellers set forth below (collectively, the "Assumed Liabilities"): (i) Current accruals and related Cure Costs for those Accepted Contracts (including Accepted Real Property Leases and Accepted Intellectual Property Licenses) which Purchaser directed Sellers to accept pursuant to Section 8.12 for which Purchaser has not changed its direction prior to the Closing, or as to any Accepted Contract which Purchaser directed Sellers to accept pursuant to Section 8.12 where the hearing to determine the amount of Cure Costs is not held until after the Closing Date, current accruals and Cure Costs for such Accepted Contracts will not be paid by Purchaser to the applicable counterparty promptly after an Order determining the amount of such Cure Costs is entered by the Bankruptcy Court (unless Purchaser has changed its direction to assume or have any responsibilityprior to entry of such Order); (ii) Current wages, salary and commissions for Employees payable by Sellers (provided, however, with respect Assumed Liabilities shall be deemed to not include any other obligation to, or liability benefits for, Employees including any severance, continuation, bonuses or benefits payable in connection with change of Seller not included within control provisions or otherwise, except to the definition extent specifically assumed pursuant to Sections 2.3(a)(iii), 2.3(a)(iv), and 2.3(a)(v)); (iii) Up to $438,000 in Current bonuses payable pursuant to incentive plans for sales employees and retail store employees existing as of Assumed Liabilities, including, but not limited to: the date hereof; (aiv) Taxes accrued vacation costs for the Continuing Employees to the extent accrued on Seller's books and records as of the Closing; (v) costs for reimbursement claims of Continuing Employees submitted after the Closing and related to medical and dental costs incurred by the Continuing Employees prior to Closing; (vi) Current premiums under insurance policies that are Purchased Assets; (vii) Current payroll Taxes payable by the Sellers in connection with the operation of its Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the ClosingClosing Date; (viii) Current Trade Payables existing on the Closing Date (including accrued but unbilled Trade Payables); (ix) quarterly U.S. Trustee fees accrued and unpaid through the Closing Date; (x) real and personal property taxes and any miscellaneous secured claims related to Purchased Assets allowed in the Bankruptcy Case with priority over the liens of the First Lien Lenders and the Second Lien Lenders; (xi) Transfer Taxes applicable to the transfer of the Purchased Assets pursuant to this Agreement to the extent not exempt under Section 1146(c) of the Bankruptcy Code or otherwise; (xii) Current sales and use Taxes and similar Taxes including gross receipts Taxes plus up to an additional $645,000 of sales and use Taxes and similar Taxes including gross receipts Taxes (including, solely for this purpose, the Michigan Single Business Tax) whether incurred before or after the Petition Date; (xiii) any other accrued and unpaid expenses or obligations incurred by the Sellers prior to the Closing Date that Purchaser expressly agrees to assume in a writing signed by an executive officer of Purchaser that specifically refers to this Section 2.3(a)(xiii) delivered to the Company prior to the Closing Date; (xiv) up to $25,000,000 of Liabilities arising after the Petition Date in the Ordinary Course of Business that would have been recorded as "Customer Accommodations" in the line item "Accrued Liabilities" in a consolidated balance sheet of the Business prepared in accordance with GAAP and using the same accounting principles, policies and practices used in the preparation of the December Financial Statements; and (xv) up to an aggregate of $3,000,000 in Winddown Costs, to be paid by Purchaser upon presentation by Debtors of invoices reflecting the payee, the amounts due and other reasonable documentation. (b) Nothing in this Section 2.3 shall prohibit Purchaser from asserting or pursuing any costs claims or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, offsets it may have against any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors Person related to the Bankruptcy Case; any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity. (c) liabilities To the extent that any Liability under any clause of Section 2.3(a) exceeds the aggregate amount of such Liability specifically assumed by Purchaser pursuant to such clause, Purchaser shall, in its sole and absolute discretion, select which of such Liabilities it shall assume pursuant to such clause. Any such Liability under any such clause shall be deemed selected to be assumed by Purchaser under such clause if Purchaser makes payment or otherwise satisfied such Liability. In no event will Purchaser be required to or deemed to assume any Liability under any clause of Section 2.3(a) to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (it exceeds any dollar limitation in such clause or under is otherwise outside any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall limitation in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "clause.

Assumption of Liabilities. On and subject Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Buyer shall assume and become responsible for agree to pay, honor, perform and discharge when due all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related and obligations relating to the Transferred Assets and the Business or (other than the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy CaseExcluded Liabilities), including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; following: (ca) liabilities to the extent relating to the Excluded Assets; and (d) liabilities Liabilities and obligations of Seller under or relating to the Transferred Assets, Assumed Contracts and the Transferred Facilities that are due to be performed from and after the Closing Date (without giving effect to any amendment, waiver or extension entered into after execution of this Agreement with respect to the respective due date for such performance), except warranty obligations which are specifically assumed in accordance with Section 2.3(d); (or under any side agreement between Seller on b) all Liabilities and obligations arising out of the one hand and Buyer on conduct of the other hand entered into Business on or after the date of this Agreement); Closing Date; (ec) all claims against Seller related Liabilities identified on Schedule 2.3(c) and reflected on the Financial Statements, but only to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising extent such Liabilities are incurred on or after the Filing Date and are not due and payable prior to the ClosingClosing Date after giving effect to Section 7.1(a) (without giving effect to any amendment, waiver or extension entered into after execution of this Agreement with respect to the respective due date for such payment); and and (gd) all Liabilities with respect to warranty claims relating to the Business arising solely out of the express terms of Seller's warranty Contracts with its customers that are in the form of (and solely in the form of) the express warranties identified on Schedule 4.16 hereto and that relate solely to products sold by Seller with respect to the Business on or after the Filing Date, but excluding Liabilities for personal injury or damage to property other liabilities than damage to windows and doors manufactured by Seller and sold to such customers. The Liabilities and obligations for which Buyer does not expressly assume any liability described in clauses (collectively, a) through (d) are collectively referred to as the "Excluded Assumed Liabilities."). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "

Assumption of Liabilities. On and subject (a) Subject to the terms and conditions of this Agreement, Buyer shall Purchaser hereby agrees to (i) assume and become responsible for pay, perform and discharge as and when due the Closing Liabilities of Seller reflected on the Closing Statement (as each term is defined in Section 1.4(b)), (ii) assume the debt equal to $1,185,000 owed by Seller to Dan Xxxxxxxxx (xxe "Shareholder Debt") and within two days of the Closing to pay, perform and discharge the Shareholder Debt, and (iii) assume and agree to perform and discharge when due all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations under the Contracts listed on Schedule 2.19 of the Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into Disclosure Schedule that are to be performed on or after the date of Closing Date (as defined in Section 1.5) (the "Assumed Liabilities"). (b) Except for the Assumed Liabilities and as may be expressly provided for in this Agreement); , Purchaser shall not assume and Seller shall not assign to Purchaser and Seller shall remain liable for any liability, obligation, guaranty, indebtedness, claim, loss, cost, expense or responsibility, direct or indirect, absolute or contingent, of Seller including without limitation (ei) all claims against any amount of principal and interest owed by Seller related to Dan Xxxxxxxxx xxxeeding $1,185,000, (ii) taxes with respect to or attributable to the Hyatt Claims Assets for all taxable periods through the Closing Date, (iii) any liabilities associated with the Excluded Assets, (iv) any expenses and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations costs arising under any Assigned Contract (and all liabilities for any breachfrom this transaction, act or omission under any Assigned Contract) arising on or prior to the Closing; and (giv) all any other liabilities and obligations for which Buyer does of Seller not expressly assume any liability specifically assumed by Purchaser (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related Subject to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration Purchaser agrees to discharge, assume, fulfil and perform the following Contracts, debts and liabilities of the Bankruptcy Case, including, without limitation, any accrued professional fees Vendor and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded AssetsPurchased Business as and from the Effective Time on the Closing Date (collectively, the “Obligations”): (i) Obligations set out on the Interim Balance Sheet and Schedule 3.5(a)(i) other than (A) any amount advanced to the Vendor by its sole shareholder, including Current Liabilities of Three Million Nine Hundred Forty-Two Thousand Four Hundred Ninety-Six Dollars ($3,942,496); (B) any amounts outstanding under the Vendor’s loan from the Royal Bank of Canada, (C) any Taxes other than income Taxes for periods up until the Closing that are not accrued on the Closing Balance Sheet, and (dD) liabilities any income Taxes; (ii) Obligations incurred in the ordinary course of business by the Purchased Business subsequent to the date hereof and obligations of Seller under this Agreement which there has been no uncured default; (or under any side agreement between Seller on iii) Obligations incurred by the one hand and Buyer on the other hand entered into on or after Purchased Business since the date of this Agreement with the written consent of the Purchaser; (iv) Obligations in respect of Claims for latent defects, design faults, workmanship Claims or other warranty matters in connection with goods or services sold by the Purchased Business before or after the Closing Date (“Warranty Claims”) against the Purchased Business; (v) Obligations accruing after the date hereof under the Leases and other Contracts being acquired by the Purchaser as set out in Section 2.1 or elsewhere in this Agreement); ; (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (fvi) all liabilities and obligations of the Vendor relating to the Employees hired by the Purchaser as of the Effective Time to the extent accrued on the Closing Balance Sheet; (vii) liabilities for Taxes based upon, arising under any Assigned Contract out of, or resulting from the Purchased Business for periods after the Closing Date; and (viii) all liabilities arising out of events, transactions, facts, acts or omissions by the Purchaser or its affiliates relating to the Purchased Business occurring after the Closing Date. (b) For greater certainty, the following debts and all liabilities incurred on or before the Effective Time shall remain the responsibility of the Vendor, and Vendor shall pay, perform or otherwise discharge such debts and liabilities as the same shall become due and payable in accordance with their respective terms: (i) liabilities for income Taxes based upon, arising out of, or resulting from the Purchased Business for periods up to and including the Closing Date; (ii) liabilities for any breachTaxes other than income Taxes based upon, act arising out of or omission under any Assigned Contractresulting from the Purchased Business for periods up to and including the Closing Date that are not accrued on the Closing Balance Sheet; (iii) arising on or prior liabilities to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each shareholders of the Excluded Liabilities either by payment Vendor or under to any person, firm or corporation not dealing at arm’s length (as defined in the Plan. Buyer's assumption Tax Act) with any of the Assumed Liabilities shall foregoing; (iv) liabilities for any amounts due to KPMG Corporate Finance Inc. in no way expand respect of the rights or remedies transactions contemplated by this Agreement; (v) liabilities in respect of third parties against Buyer as compared to any Obligations not assumed by the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Purchaser hereunder; and (vi) any liabilities of the Vendor incurred in connection with the conduct of any business of the Vendor other than the Purchased Business.

Assumption of Liabilities. On the terms and subject to the terms and conditions of this Agreementset forth herein, at the Closing, Buyer shall assume and thereafter pay, discharge, perform or otherwise satisfy all Liabilities (other than any Excluded Liabilities) of any kind and nature, whether known or unknown, express or implied, primarily or secondary, direct or indirect, absolute, accrued, contingent or otherwise and whether due or to become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibilitydue, however, with respect to any other obligation or liability of Seller not included within to the definition extent arising out of Assumed Liabilities, including, but not limited to: (a) Taxes related or primarily relating to the operation of the Business or the Acquired ownership or use of the Transferred Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date Closing Date (the “Assumed Liabilities”), including the following: (a) all Liabilities to the extent arising out of this Agreementor relating to the Transferred Contracts, Permits, the Transferred Intellectual Property, the Leased Real Property, the operation of the Business or the ownership of the Transferred Assets, in each case to the extent Related to the Business; (b) all Liabilities to the extent arising out of or relating to products and services developed, sold, delivered or otherwise provided by the Business; (c) all Liabilities for Taxes relating to or arising out of the Business or Transferred Assets for any Post-Closing Tax Period, other than Excluded Tax Liabilities; (d) all Liabilities arising out of or relating to Business Guarantees (none of which results from, arises out of, relates to or was caused by any pre-Closing breach of contract, breach of warranty, tort, infringement or violation of Law); ; (e) all claims against Seller related Liabilities arising out of or relating to accounts payable, trade accounts payable and notes payable and other payables of the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i)Business; and (f) all liabilities and obligations Liabilities to the extent resulting from, arising under any Assigned Contract (and all liabilities for any breach, act out of or omission under any Assigned Contract) arising relating to Xxxxx’s employment of the Transferred Employees on or prior after the Closing Date or as otherwise provided in Section 5.7 (but excluding any Liabilities to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectivelyextent resulting from, the "Excluded Liabilities"). arising out of or relating to employment with Seller agrees to provide for each or termination thereof of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall Business Employees (such as severance due from Seller), except as otherwise expressly provided in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Section 5.7).

Assumption of Liabilities. On Upon the terms and subject to the terms and conditions of set forth in this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. , Buyer will not assume shall (or have shall cause its designated Affiliate or Affiliates to) assume, and thereafter pay, perform and discharge when due (in accordance with their respective terms and subject to the respective conditions thereof), only the following liabilities of Sellers (the “Assumed Liabilities”) and no others: (a) all Cure Costs in respect of the Assigned Contracts; (b) fifty percent (50%) of all Transfer Taxes; (c) except, in each case in this Section 1.3(c), for liabilities described in clauses (a)-(s) of Section 1.4, to the extent recorded or accrued as a current liability on the Adjustment Balance Sheet and taken into account in determining the Final Adjusted Net Working Capital, as finally determined in accordance with Section 2.3, (i) all current liabilities arising in the Ordinary Course of Business or the Pre-Petition Ordinary Course of Business (A) in respect of express, standard warranties issued or provided in respect of products sold in connection with the Acquired Business, (B) for amounts arising either (1) under any responsibilityAcquired Contract or (2) after the filing of Petition for Relief to be paid to dealers of the Acquired Business in respect of products sold in connection with the conduct of the Acquired Business, howeverincluding without limitation, under any dealer agreement, published program or other arrangement or (C) liabilities for payroll or accrued vacation with respect to any other obligation or liability Transferred Employees, (ii) all accounts payable and accrued expenses arising in the Ordinary Course of Seller not included within Business from and after the definition filing of Assumed Liabilitiesthe Petition for Relief out of the conduct of the Acquired Business in the Ordinary Course of Business, includingincluding without limitation, for commissions payable to Sales Agents, but not limited to: excluding all liabilities (aA) Taxes related to for Indebtedness of any Person or (B) described in Section 1.4(c) or otherwise arising in connection with the Business Bankruptcy Case or the Acquired Assets for transactions contemplated hereby (including all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection withwith the Bankruptcy Case or the transactions contemplated hereby) or the related sale process, or related to, (iii) liabilities in respect of certificates issued after the administration filing of the Bankruptcy CasePetition for Relief by the Acquired Business that are exchangeable or redeemable for products or services of the Acquired Business, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (civ) liabilities with respect to the extent rent under operating leases, utility payments, real property taxes, assessments, common area payments, leasing costs and commissions or other customarily prorated real estate items, in each case in this clause (iv), relating to any Real Property and attributable to periods beginning before and ending after the Excluded AssetsClosing Date; and and (d) all other liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i1.3(d); (f) all . Buyer acknowledges that Buyer or its designated Affiliates, as applicable, will be responsible for liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act from its or omission under any Assigned Contract) arising on or prior to their operation of the Acquired Business after the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".

Assumption of Liabilities. (a) On the terms and subject to the terms and conditions of this Agreementset forth herein, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. , the Buyer will shall assume, become liable for and agree to pay, discharge and perform, as the case may be, only the following Liabilities of the Seller (collectively, the “Assumed Liabilities”): (i) Liabilities reflected on the Closing Date Working Capital Statement; (ii) Liabilities of the Seller arising out of or in connection with facts or events that occur at or after the Closing Time under the Contracts, including the Intellectual Property Contracts, but excluding the Excluded Contracts; (iii) Liabilities of the Seller arising out of or in connection with facts or events that occur prior to the Closing Time under any Intellectual Property Contract, other than those Liabilities set forth in Section 1.3(b)(ii) and (vii); and (iv) Liabilities associated with any Employee Plan covering any of the Transferred Employees arising out of or in connection with facts or events that occur at or after the Closing Time, and as provided in Section 6.2. (b) Notwithstanding anything else contained in this Agreement or in any Related Agreement, other than the Assumed Liabilities, the Buyer shall not assume any Liabilities of the Seller or have the Principal, including, without limitation, those (collectively, the “Excluded Liabilities”): (i) arising or accruing under any responsibilityExcluded Contract; (ii) under any Contract (other than an Intellectual Property Contract) occurring prior to the Closing Time, howeverby reason of or for any default, breach or penalty, whether known or unknown, and monetary obligations under any Intellectual Property Contract accruing or otherwise arising out of or in connection with facts or events that occurred prior to the Closing Time, whether by reason of or for any default, breach or penalty of the Seller or otherwise; (iii) for Taxes of any and all types (including, without limitation, whether due to the Seller’s existence, its form of ownership, the Tax treatment elected by its shareholders) as a result of the operations of the Business or the ownership of the Purchased Assets prior to the Closing Time, or otherwise; (iv) with respect to events occurring prior to the Closing Time arising out of or in connection with non-compliance with Laws, including Environmental Laws; (v) with respect to severance Liabilities as set forth in Section 6.2(b) and Liabilities associated with the Seller’s obligation, if any, to continue medical and life insurance benefits for former employees of the Seller (other than Transferred Employees); (vi) Liabilities associated with any Excluded Employee; (vii) with respect to pre-Closing periods, Liabilities arising out of or in connection with investigations or audits by licensors or other business partners of the Business; (viii) for accrued but unpaid dividends due shareholders of the Seller; (ix) related to the Stock Repurchase Agreements; (x) with respect to events occurring prior to the Closing Time arising out of or in connection with workers’ compensation claims; (xi) with respect to events occurring prior to the Closing Time, Liabilities associated with any Employee Plans, including any unused and accrued vacation and, subject to the Transition Services Agreement, with respect to events occurring prior to, at or after the Closing Time, Liabilities associated with any other obligation or liability Employee Plan covering the employees of Seller not included within the definition of Assumed Liabilities, including, but not limited to: Hong Kong Subsidiary; (axii) Taxes related with respect to the Business characterization or the Acquired Assets for all Tax periods (or portions thereof) ending on or treatment of certain Persons prior to the Closing; Closing Time as independent contractors, exempt employees or non-exempt employees; (bxiii) any costs arising out of or expenses incurred in connection with, with any Action to the extent it relates to facts or related to, events occurring prior to the administration of the Bankruptcy CaseClosing Time; (xiv) long-term debt Liabilities, including, without limitation, any accrued professional such Liabilities arising under any credit agreement between the Seller and another Person, including any letter of credit facility, and any indebtedness owed to any shareholder of the Seller; (xv) with respect to so-called “owner expenses,” consisting of personal expenses of the Principal and members of his family paid for by the Seller, including, lease expenses for aircraft, residences, and automobiles, salary, benefits and other compensation payable to the Excluded Employee, personal tax preparation costs, charitable donations, and estate planning fees; (xvi) fees and expenses of attorneys, accountants, financial advisors the Seller and other professional advisors related to the Bankruptcy CasePrincipal arising out of or in connection with the transactions hereby contemplated; and (cxvii) liabilities to the extent relating to any Liabilities of the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities")Entities. Seller agrees to provide for each All of the Excluded Liabilities either shall be paid, performed or otherwise discharged by payment or under the Plan. Buyer's assumption of Seller as and when due; provided, however, that the Assumed Liabilities foregoing shall not restrict the Seller from contesting, in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "good faith, any third-party Liability.

Assumption of Liabilities. On (a) Upon and subject to the terms and conditions of this AgreementAgreement (including but not limited to the Sellers' satisfaction of its assumption and assignment obligations with respect to the Assigned Contracts and Leases pursuant to Section 4.4(c) and the condition set forth in Section 5.1(b)), the Buyer shall assume and become responsible for for, from and after the Closing (collectively, the "Assumed Liabilities"): (i) all obligations of the Sellers under the Assigned Contracts and Leases, including but not limited to the obligations of the Sellers for the unexpired portion of the Sellers' warranty for parts and labor on goods sold by the Sellers to customers that are party to the Assigned Contracts and Leases prior to the Closing Date (the "Assumed Liabilities at Warranty Obligations"); (ii) all accepted orders from customers of the Closing. Buyer will not assume Sellers (excluding orders relating to the Belgian Entities, Cisco or have any responsibilityNokia) and all the purchase orders of the Sellers (excluding orders relating to the Belgian Entities, however, with respect Cisco and Nokia) issued in the ordinary course of business; (iii) the customer accounts payable and certain supplier accounts payable of the Sellers (other than to any other obligation or liability affiliates thereof), subject to the next two succeeding sentences (the "Assumed Payables"). Within seven (7) business days after the Filing Date, the Buyer shall deliver to the Sellers a confidential memorandum (the "Confidential Memorandum") setting forth certain supplier payables which the Buyer is willing to assume hereunder, which supplier payables in the aggregate shall not exceed the lesser of Seller not (A) one million five hundred thousand dollars ($1,500,000) and (B) the amount of the Included Receivables (the "Supplier Payables"). In the event that the amount of the Supplier Payables would have exceeded the amount of the Included Receivables, the Buyer shall designate which of the accounts payable listed in the Confidential Memorandum that shall be included within the definition of Assumed LiabilitiesSupplier Payables; (iv) liabilities arising after the Closing out of the ownership and operation of the Acquired Assets after the Closing, including, without limitation, liability for personal injury of customers or employees; (v) liabilities related to the termination of employment after the Closing of any Continuing Employee, including, but not limited to: to any liability arising under the WARN Act; (avi) Taxes liabilities related to earned but unpaid salary, payroll and related taxes and accrued but unpaid vacation and sick days (collectively, the Business "Accrued Employee Liabilities"), of active employees of the Sellers employed by the Buyer ("Continuing Employees") and, whether or not accrued, any obligations under Section 4980B of the Internal Revenue Code to provide continuation of group medical coverage with respect to any Continuing Employee or other qualified beneficiary of any such Continuing Employee that occur after the Closing; (vii) the liabilities and obligations with respect to the Retention Plan, the MCMS Plan and the Executive Employment Agreements up to the maximum aggregate amount of $3,700,000, subject to the terms of Section 1.4(c)(ii) and Section 1.8 hereof (the Assumed Liabilities described in clauses (v) through this clause (vii) collectively, the "Assumed Employee Liabilities"); (viii) all liabilities and obligations relating to the Continuing Employees arising after the Closing Date as set forth in the Buyer's Plans; and (ix) all liabilities and obligations for taxes that the Buyer is liable for pursuant to Section 6.6(b). (b) The Buyer shall not assume or otherwise become responsible for, and the Sellers shall remain liable for, any and all liabilities or obligations (including but not limited to "claims" as defined under 'SS'101(5) of the Bankruptcy Code) of the Sellers which are not Assumed Liabilities (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, whether due or to become due, and whether claims with respect thereto are asserted before or after the Closing) (collectively, the "Retained Liabilities"). The Sellers agrees that the Retained Liabilities shall constitute claims and alleged claims in the Sellers' Bankruptcy Cases; provided, however, that nothing herein shall grant or create any rights in favor of the holders of Retained Liabilities or create any priority to right of payment. It is expressly understood and agreed that the Parties intend that the Buyer shall not be considered to be a successor to the Sellers by reason of any theory of law or equity and that the Buyer shall have no liability except as expressly provided in this Agreement for any liability of the Sellers. The Retained Liabilities shall include, without limitation, the following (for purposes of the following clauses, the term "Sellers" shall include the Sellers and each of its direct and indirect subsidiaries): (i) all liabilities and obligations of the Sellers for any federal, state, foreign local or other taxes other than any liabilities and obligations for taxes that the Buyer is liable for pursuant to Section 6.6(b); (ii) all liabilities and obligations of the Sellers for costs and expenses incurred by the Sellers in connection with this Agreement or the consummation of the transactions contemplated by this Agreement; (iii) all liabilities and obligations of the Sellers under this Agreement or the Ancillary Agreements; (iv) all liabilities and obligations of the Sellers under any agreements, contracts, leases or licenses which are not Assumed Liabilities; (v) all liabilities and obligations of the Sellers relating to the design, manufacture, sale or distribution of products or the provision of services, including, without limitation, claims for infringement, product liability, customer support claims, or claims for repair, replacement or return of products manufactured or sold or distributed by the Sellers prior to the Closing (but excluding any of the foregoing liabilities or obligations arising from the sale by the Buyer after the Closing of Acquired Assets consisting of products produced by the Sellers, and excluding the Assumed Warranty Obligations); (vi) all liabilities and obligations of the Sellers arising out of events, conduct or conditions to the extent existing or occurring prior to the Closing that constitute a violation of or non-compliance with any law, rule or regulation, any judgment, decree or order of any Governmental Entity, or any Permit; (vii) all liabilities and obligations of the Sellers related directly or indirectly to the environmental condition (and any adverse consequences arising therefrom) or operation of the facilities located on the Owned Real Property or pursuant to the Leases (the "Facilities") under applicable Environmental Laws, equipment and properties owned, leased or operated by the Sellers (including but not limited to on- and off-site liabilities and liabilities associated with the transportation or migration of hazardous substances or environmental contaminants to an offsite location) or arising out of events, conduct or conditions occurring prior to the Closing, regardless of whether such condition or operation constitutes a violation of, or non-compliance with, any Environmental Laws; provided, however, that to the extent that the amount of any such liabilities or obligations with respect to the environmental condition or operations of the Facilities which is known to the Buyer is increased as a result of the Buyer's operations of the Facilities occurring after the Closing, such increased amount of such liabilities or obligations shall not be a Retained Liability; (viii) except for the Assumed Employee Liabilities, (A) all liabilities and obligations of the Sellers to pay any wages, compensation, bonus, incentives, accrued salary, accrued vacation, sick pay or severance benefits, or unemployment compensation, employee welfare or pension benefits, in each case to any current or former employee, agent, consultant, advisor or independent contractor of the Sellers, (B) all liabilities and obligations resulting from the termination of employment of employees of the Sellers that arose under any federal, state, local or foreign law or regulation or under any employee benefit plan established or maintained by the Sellers and (C) all liabilities and obligations of the Sellers with respect to any stock option plans or other equity benefit programs; (ix) all liabilities and obligations of the Sellers for injury to or death of persons or damage to or destruction of property arising out of events, conduct or conditions to the extent occurring prior to the Closing (except for obligations with respect to parts and labor as part of Assumed Warranty Obligations); (x) all liabilities and obligations of the Sellers for medical, dental and disability (both long-term and short-term) benefits, whether insured or self-insured, owed to employees or former employees of the Sellers; (xi) all liabilities and obligations of the Sellers and each ERISA affiliate arising out of or with respect to any "multiemployer plan" (as defined in Section 3(37) of ERISA) or other employee benefit plan, including but not limited to any Section 401(k) benefits or matching contribution obligations; (xii) all liabilities and obligations of the Sellers arising out of any claim, suit, action, arbitration, proceeding, investigation or other similar matter which commenced prior to the Closing or relates to the ownership of the Acquired Assets for all Tax periods (or portions thereof) ending the operation of the business of the Sellers on or prior to the Closing; ; (bxiii) except for Assumed Liabilities, all liabilities and obligations of the Sellers for any costs claims and administrative or other expenses incurred in connection withof whatever kind or nature, arising prior or related to, subsequent to the administration commencement of the Bankruptcy Case, whether or not asserted; (xiv) all liabilities and obligations of the Sellers, or any of their officers, directors or employees (in such capacities) to any person or entity as a shareholder of the Sellers, including, without limitation, in connection with any accrued professional fees and expenses of attorneyspending, accountants, financial advisors and other professional advisors related to the Bankruptcy Casethreatened or future shareholder lawsuit; and (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (fxv) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of Sellers for trade debt (except for the Assumed Liabilities shall Payables), borrowed money or other indebtedness, including, without limitation, in no way expand connection with all notes, bonds or other instruments or documents issued by the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Sellers.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related At the Closing, pursuant to one or more written agreements in a form reasonably satisfactory to the Business or parties, the Acquired Assets for Buyer will assume and agree to pay, perform and discharge, and to indemnify Seller against and hold it harmless from, all Tax periods obligations and liabilities of Seller (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection withwhether imposed by contract, by operation of law, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (cotherwise) liabilities to the extent primarily relating to the Excluded Assets; Assets or the Business of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, which arise, accrue or are incurred on and after the Closing Date related primarily to or based upon the past, present or future Business or operation of the Assets or the Business as heretofore, currently or hereafter conducted (d"Assumed Liabilities"), including without limitation: (i) all liabilities and obligations of Seller under this Agreement the Contracts, Permits or Leases included in the Assets; (or under any side agreement between Seller ii) all accounts payable and accrued liabilities; (iii) all liabilities shown on the one hand books and Buyer records of the Business as of the Closing Date; (iv) obligations associated with open purchase orders on and as of the other hand entered into on or after Closing Date, (v) the date obligations with respect to the Transferred Employees in accordance with Article 7 of this Agreement; (vi) the obligations of Seller pursuant to that certain Asset Purchase Agreement dated as of February 11, 1996 by and among Xxxxxx Eyecare Corporation, BEC Group, Inc. and Optical Radiation Corporation (as Sellers) and Monsanto Company (as Buyer) (the "ORC Agreement"); (evii) all claims against obligations and liabilities of Seller related with respect to Environmental Claims (as defined below); and (viii) the Hyatt Claims and the Seller Claims obligations or liabilities set forth on Schedule 2.1(i2.3(a); . (fb) all Notwithstanding the foregoing, the Assumed Liabilities shall not include, and Buyer shall not assume or become liable for, the obligations and liabilities and obligations arising under any Assigned Contract of Seller set forth on Schedule 2.3(b) (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".

Assumption of Liabilities. On and subject 1.3.1 Subject to the terms and conditions of this Agreementset forth herein, at the Closing, the Buyer shall assume and become responsible for all of agree to pay, honor and discharge when due the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes following liabilities related to the Business or the Acquired Purchased Assets for all Tax periods (existing at or portions thereof) ending arising on or prior after the Closing Date (collectively, the "ASSUMED LIABILITIES"): 1.3.1.1 any and all liabilities, obligations and commitments relating to the Business or the Purchased Assets that are reflected and to the extent accrued on the Financial Statements (as defined below), (but excluding liabilities to ITW) and all such liabilities, obligations and commitments as such may change in the ordinary course of business between the date of such Financial Statements and Closing except, in each case, for Excluded Liabilities; 1.3.1.2 any liability, obligation, cost or expense relating to any claim, litigation or proceeding based on the conduct of the Business, the products sold or the ownership, possession, use or sale of the Purchased Assets subsequent to the Closing Date; 1.3.1.3 accrued vacation for Transferees (as defined below) pursuant to Sellers' vacation policy as set forth in the November Financial Statements, as such vacation entitlement may change in the ordinary course of business between the date of the November Financial Statements and Closing; (b) and 1.3.1.4 To the extent assignable, any costs or expenses incurred and all liabilities, obligations and commitments arising out of the agreements, contracts and commitments entered into by the Sellers exclusively in connection withwith the Business, or related to, the administration of the Bankruptcy Case, including open Business purchase orders and other contracts listed on SCHEDULE 1.1.4 including, without limitation, any accrued professional fees upon consent of the Lessor, the Lease for the 1500 Facility. 1.3.2 The Buyer hereby assumes the Assumed Liabilities, effective upon and expenses of attorneys, accountants, financial advisors and other professional advisors related subject to the Bankruptcy Case; Closing. The Buyer shall also execute and deliver to Sellers an assumption agreement in a form reasonably satisfactory to Sellers (c) liabilities the "ASSUMPTION AGREEMENT"), if requested in writing by the Sellers at or after the Closing. 1.3.3 As of the Closing Date, Buyer shall assume any and all liabilities, obligations and commitments arising from and after the Closing relating to the extent maintenance, renewal, prosecution, issuance, opposition, attorney, assignment, recording, and/or other fees relating to the Excluded Assets; Intellectual Property Assets transferred hereunder, and (d) liabilities any and all royalty payments and/or obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related due pursuant to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall License Agreements attached in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "SCHEDULE 3.10.

Assumption of Liabilities. On the terms and subject to the terms and conditions of set forth in this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, howeverPurchaser shall assume, effective as of the Closing, and shall timely perform and discharge in accordance with respect to any other obligation or liability their respective terms, the following Liabilities of Seller not included within the definition Sellers existing as of the Closing Date (collectively, the “Assumed Liabilities, including, but not limited to: ”): (a) Taxes related all Liabilities of the Sellers under the Mineral Leases and the Purchased Contracts (excluding, for the avoidance of doubt, Legal Proceedings arising out of or relating to such Contracts), together with all statutory Liabilities relating to the Business Mineral Leases, including plugging and abandonment obligations; (b) any Cure Costs that Purchaser is required to pay pursuant to Section 2.6(c); (c) any Transfer Taxes; (d) the Assumed Accounts Payable; (e) the DIP Obligations, to the extent such obligations are not included in the Credit Bid Amount; (f) sponsorship of the Transferred Benefit Plans and related trusts, insurance policies and third-party administrator contracts as provided in Section 8.11(f); provided, that certain Liabilities in respect of the Transferred Benefit Plans shall constitute Excluded Employee Liabilities; (g) all obligations of the Company to contribute capital to the Joint Venture pursuant to the terms of the JV Formation Documents; (h) the Sellers’ obligations under Section 7.7 of the Pre-Petition Senior Secured Indenture to pay compensation to the Trustee for services rendered thereunder, reimburse the Trustee for its and its Representatives’ reasonable fees and expenses and indemnify each of the Trustee and its agents, employees, shareholders, Affiliates (as defined in the Pre-Petition Senior Secured Indenture) and directors and officers, in each case, as set forth in and pursuant to Section 7.7 of the Pre-Petition Senior Secured Indenture (and notwithstanding anything to the contrary in this Section 2.3, including any such obligations relating to actions performed by the Trustee and its Representatives after the Closing Date in connection with the Pre-Petition Senior Secured Indenture on behalf of the First Lien Lenders); and (i) the Company’s obligations under the 1992 ISDA Master Agreement (and all Schedules, the Credit Support Annex, and Confirmations related thereto), by and between the Company and EDF Trading North America, LLC, dated as of March 20, 2012 (the “EDF Contract”), to the extent that the EDF Contract is terminated by EDF Trading North America, LLC or rejected by the Acquired Assets for all Tax periods (or portions thereof) ending Company on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".

Assumption of Liabilities. On At the Closing, Seller shall sell, transfer, assign and subject convey to the terms Purchaser, and conditions of this AgreementPurchaser shall assume, Buyer shall assume and become responsible for all effective as of the Closing, and shall timely perform, pay and discharge in accordance with their respective terms, the following Liabilities of Seller (collectively, the “Assumed Liabilities”): (a) Liabilities at of Seller to all customers and advertisers of the Closing. Buyer will not assume System for any advance payments or deposits for which Purchaser shall have any responsibility, however, received a credit pursuant to Section 3.4; (b) Liabilities with respect to any other obligation the Business, the Purchased Assets, the Transferred Employees arising after the Closing, to the extent such Liabilities arise from or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes are related to any event that occurs on or after the Business or Closing Date; (c) all Taxes applicable to the Acquired transfer of the Purchased Assets pursuant to this Agreement that are required to be paid by Purchaser pursuant to Section 11.1(b) and (c); (d) Liabilities for Taxes relating to the Business, the Purchased Assets, the Transferred Employees for all Tax taxable periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or beginning after the date of this Agreement); Closing Date; (e) all claims against Seller related accrued expenses and trade accounts payable to the Hyatt Claims extent arising out of the Business, the Purchased Assets, the Transferred Employees prior to the Closing that are outstanding as of 12:01 a.m. on the Closing Date and are taken into account in adjusting the Seller Claims set forth on Schedule 2.1(iBase Purchase Price pursuant to Section 3.4(d) (i), (ii) and (iii); and (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior Liabilities relating to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees amounts required to provide for each of the Excluded Liabilities either be paid by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Purchaser hereunder.

Assumption of Liabilities. On and subject Subject to the terms and conditions of set forth in this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not , in consideration for the assignment, conveyance, transfer and delivery of the Acquired Assets to Purchaser or the Purchaser Designees, Purchaser or the Purchaser Designees shall assume the following Liabilities (collectively, the “Assumed Liabilities”): a. the Liabilities and executory obligations of Sellers under the Assigned Contracts (specifically excluding the Excluded Assets) that arise after, or have any responsibilityrelate to the period from and after, however, Closing; b. the Liabilities arising in connection with the use and operation of the Owned Real Property from and after the Closing Date; c. the Liabilities with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: Cure Costs (aincluding for Undisputed Cure Costs and Disputed Cure Costs) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims Assigned Contracts set forth on Schedule 2.1(i2.3(c) (subject to adjustment pursuant to, and in accordance with, Section 2.7 and Section 2.8); ; d. the Liabilities and obligations relating to or arising from the Acquired Assets or the operation of the Business relating to or arising from the period commencing after the Closing Date; e. the Liabilities of Sellers for Property Taxes to the extent specifically allocated to Purchaser pursuant to Section 11.1(b); f. the Liabilities of Sellers for all accrued and unpaid wages and accrued and unused vacation, time-off, bonus, commissions, severance, sick days, and personal days with respect to the Transferred Employees as of the Closing Date; g. the Liabilities and obligations relating to or arising from the Assumed Plans or the Assumed Plan Related Matters; h. the Liabilities arising out of or relating to the Acquired Permits, including (fi) all liabilities reclamation Liabilities, (ii) obligations to replace bonds associated with the Acquired Permits, and (iii) regulatory violations and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior in relation to the Acquired Assets or the Acquired Permits arising post-Closing; and i. the Liabilities assumed pursuant to Section 7.3 and (g) all other liabilities Section 7.1. j. Notwithstanding anything in this Agreement to the contrary, Sellers hereby acknowledge and obligations for which Buyer does agree that Purchaser and the Purchaser Designees are not expressly assume assuming from Sellers, nor is in any liability (collectivelyway responsible for, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either The transactions contemplated by payment or under the Plan. Buyer's assumption of the Assumed Liabilities this Agreement shall in no way expand the rights or remedies of any third parties party against Buyer any of Purchaser, the Purchaser Designees, or Sellers as compared to the rights and remedies which that such parties third party would have had against Seller Sellers absent the Chapter 11 Cases had this Agreement Purchaser or the Purchaser’s Designees not been consummatedassumed such Assumed Liabilities as set out above. The "Other than the Assumed Liabilities assumed by Purchaser or the Purchaser Designees, Purchaser and the Purchaser Designees are not assuming and shall not be liable for any liabilities or obligations of Sellers.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller Sellers, the Business, or the Purchased Assets not included within the definition of Assumed Liabilities, including, but not limited towithout limitation: (ai) Taxes (x) imposed on any Seller for any period or (y) related to the Business or the Acquired Purchased Assets for all Tax periods (or portions thereof) ending on or prior to the ClosingClosing (except, in each case, as expressly provided below); (bii) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy CaseCases, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy CaseCases; (ciii) liabilities to the extent relating to the Excluded Assets, including Liabilities relating to Excluded Contracts; and (div) liabilities Liabilities and obligations of Seller Sellers under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (ev) all claims against obligations, Liabilities and Indebtedness, including any note Indebtedness, owed by any Seller, including any owed to any Affiliate of any Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i)which is not expressly identified as an Assumed Liability; (fvi) all liabilities and obligations any Employee Obligations to any Employee arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or out of such Employee’s employment by Sellers prior to the Closing; and (gvii) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each Employee Claim of the Excluded Liabilities either any Employee arising out of such Employee’s employment by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared Sellers prior to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Closing; and

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer shall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume any liabilities or have any responsibility, however, with respect to any other obligation or liability obligations of Seller except for those liabilities and obligations which Buyer expressly assumes pursuant to this Section 1.1(c). Without limiting the foregoing, it is expressly agreed that Buyer shall not included within the definition assume any liabilities for payroll, bonus, severance, change of Assumed Liabilitiescontrol, includingaccrued vacation, but not limited to: (a) Taxes 401K, other benefits or related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or obligations accrued prior to the Closing; (b) any costs or expenses incurred in connection withClosing Date, or related totaxes thereon, the administration of the Bankruptcy Caseor for employment, includingincome, without limitationsales, any property or other taxes incurred or accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of by Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees will indemnify and hold Buyer harmless from and against any and all losses, costs, expenses, claims, liabilities, deficiencies, judgments and damages incurred or suffered by Buyer or any of its affiliates related to provide or arising out of any liabilities or obligations of Seller, except for those liabilities or obligations expressly assumed by Buyer in this Section 1.1(c). At the Closing, Buyer shall assume the following obligations and liabilities of Seller (collectively, the "ASSUMED LIABILITIES"): (i) All of Seller's implementation and software development obligations, whether arising from License Agreements, Maintenance Agreements, Implementation Agreements, statements of work, purchase orders, work or services orders or other agreements, that are transferred to Buyer ("IMPLEMENTATION OBLIGATIONS") as of the Closing Date, provided that Seller identifies on Schedule 1.1(c)(i) (which schedule shall be updated by Seller prior to the Closing for any Implementation Obligations entered into after the date of this Agreement) each such Implementation Obligation to Buyer and provides to Buyer on Schedule 1.1(c)(i) the following information for each such Implementation Obligation: (1) Customer name; (2) Commencement date and estimated completion dates of implementation project; (3) Method of fee calculation (time and materials or fixed price) and the agreed upon billing rates involved, where applicable; (4) Amount, if any, of deposits received from customer in advance of work performed; (5) Nature of any custom software development involved with the implementation, excluding normal configuration and integration to back-end accounting systems; and (6) Material problems, if any, in connection with the implementation; (ii) All of Seller's maintenance, support and warranty obligations, whether arising from License Agreements, Maintenance Agreements, Implementation Agreements, statements of work, purchase orders, work or service orders or other agreements, that are transferred to Buyer ("MAINTENANCE OBLIGATIONS") as of the Excluded Liabilities either Closing Date, provided that Seller identifies each such Maintenance Obligation to Buyer on Schedule 1.1(c)(ii) (which schedule shall be updated by payment or under Seller prior to the Plan. Buyer's assumption Closing for any Maintenance Obligations entered into after the date of this Agreement) and provides to Buyer on Schedule 1.1(c)(ii) the following information for each such Maintenance Obligation: (1) Customer name; (2) Maintenance period and related maintenance fee; and (3) Any Maintenance Obligations assumed by Buyer that are out of the Assumed Liabilities shall in no way expand the rights or remedies ordinary course of third parties against Buyer as compared business; and (iii) The following liabilities of Seller solely to the rights extent they are set forth with supporting detail on Schedule 1.1(c)(iii): (1) Accounts payable and remedies which such parties would have had against Seller had this Agreement not been consummated. accrued expenses incurred in the normal course of business (excluding Excluded Liabilities); (2) Deferred revenue; and (3) The "Assigned Contracts set forth on Schedule 2.11.

Assumption of Liabilities. On (a) Upon the terms and subject to the terms and conditions of this Agreement, as of the Closing, the Buyer shall assume the following obligations and become responsible for all liabilities of the Assumed Liabilities at Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer will hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or have be obligated to pay, perform, or otherwise discharge any responsibilityliability or obligation of the Seller Parties or their Affiliates, howeverand the Seller Parties and their Affiliates, with respect as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any other obligation and every kind whatsoever, direct or liability indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of Seller not included within the definition following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities, including, but ” for purposes of this Agreement: (i) all liabilities that do not limited to: (a) Taxes related primarily relate to the Business or the Acquired Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all Tax periods liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or portions thereofsolely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) ending on all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing; Closing Date; (bix) all liabilities (x) arising out of any costs Contract that is not an Assumed Contract or expenses incurred in connection with(y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related toto any action, event, circumstance or condition occurring or existing prior the administration Closing Date; (xi) other than as set forth in Section 6.2, any of the Bankruptcy Caseliabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any accrued professional fees and expenses assets of attorneysany such agreement, accountants, financial advisors and other professional advisors related to plan or arrangement; (xii) all liabilities (x) of the Bankruptcy Case; (c) liabilities to the extent Seller Parties or their Affiliates under or relating to the Excluded Assets; WARN Act and any similar state statutes and Laws, or (dy) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities and obligations relating to the termination of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or Transferred Employees if such termination occurred after the date of this Agreement); transfer; (exiii) all claims against Seller related liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to the Hyatt Claims and any group health plan of any of the Seller Claims Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 2.1(i); 3.22; (fxvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties’ and their Affiliates liabilities or obligations arising under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Assigned Contract (between any Seller Party or any Affiliate of the Seller Parties and all liabilities for the FCC, or any breach, act fines or omission under any Assigned Contract) arising on or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Closing Date.

Assumption of Liabilities. On Effective as of the Closing Date and subject to the terms and conditions of set forth in this Agreement, Buyer shall Purchaser will assume and become responsible for agree to discharge all liabilities of Seller arising out of the Assumed Liabilities at the Closing. Buyer will Transferred Business, whether known or unknown, whether absolute, accrued, contingent, cxxxxx, inchoate or otherwise, whether due or to become due, whether or not assume determined or have any responsibilitydeterminable (“Liabilities”) which were incurred after October 1, however1997 and were not fulfilled, with respect to any other obligation settled or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or waived prior to the Closing; (b) any costs or expenses incurred Closing Date, but excluding all Retained Liabilities as defined and specified in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability Section 3.02 below (collectively, the "Excluded “Assumed Liabilities"”). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the The Assumed Liabilities shall include the following, in no way expand each case except for Retained Liabilities as specified in Section 3.02 below: Section 2.01; Trade Creditors: all Liabilities of Seller to trade creditors for accounts payable which arose in the rights or remedies ordinary course of third parties against Buyer as compared business with respect to the rights Transferred Business for goods or services actually received by the Seller or its subsidiaries after October 1, 1997 and remedies prior to the Closing Date; Section 2.02; Employees: except as provided in Section 7.09, all Liabilities of Seller with respect to (i) Transferred Employees (as defined in Section 7.09.1 below) incurred or arising from acts or omissions after October 1, 1997, (ii) employees of Seller engaged in the Transferred Business whose employment was terminated prior to the Closing Date (“Terminated Employees”) incurred or arising from acts or omissions between October 1, 1997 and the Closing Date (even if asserted after the Closing Date), and such Liabilities in (i) and (ii) above shall include but not be limited to Liabilities assumed by Purchaser as described in Section 7.09 and Liabilities incurred or arising from acts or omissions in said time periods (A) under Seller’s Welfare Plans (as defined in Section 5.12.1 below), (B) for accrued vacation, sick leave, holiday pay or other compensation, and (C) for employment discrimination, unemployment benefits and wrongful termination claims arising from employment by Seller in the Transferred Business, but notwithstanding the foregoing, Purchaser shall not assume any Liabilities under or relating to any employment agreements that are to be terminated under Section 7.09.1 below. Section 2.03; Contracts: all Liabilities of Seller which such parties would arose after October 1, 1997 and prior to the Closing Date or which arise after the Closing Date under Seller’s Contracts; Section 2.04; Existing Claims: all Liabilities of Seller for workers compensation, general liability, product liability and automobile liability claims which have had been made against Seller had this Agreement with respect to the Transferred Business (but not been consummated. The "paid) after October 1, 1997 and prior to the Closing Date or which arise after the Closing Date as a result of events occurring in the Transferred Business after October 1, 1997 and prior to the Closing Date, and all Liabilities arising out of any retroactive premium adjustments assessable against the Seller for any insurance policies in effect at the Closing Date, if the adjustments result from events occurring in the Transferred Business after October 1, 1997 and before the Closing Date; Section 2.05; Previous Business of Seller first engaged in after October 1, 1997: all Liabilities of Seller arising out of any business or operation which Seller first engaged in after October 1, 1997, but which is not part of Seller’s Business at the date hereof; and Section 2.06; Transaction Liabilities: all Liabilities (including any Liabilities under applicable federal and state securities laws) of Seller arising in connection with the investment election offered to employees of Seller to acquire a beneficial interest in Purchaser’s common stock by investing their eligible rollover or transfer funds in certain Seller’s Plans (as defined in Section 5.12.1 below) in the employee stock ownership plan established by Purchaser (“ESOP”), or any other act or omission of Purchaser (or its officers or key managers) that results, directly or indirectly, in a Liability to Seller in connection with such election.

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement and the Sale Order, at the Closing, the Purchaser shall assume only the following Liabilities of the Sellers (collectively, but in all cases excluding the Excluded Liabilities, the “Assumed Liabilities”): (a) any and all Liabilities of the Sellers under each Assigned Contract arising on or after the Closing Date, together with any Cure Costs; (b) any and all Liability of the Sellers arising under the Intercompany Notes, solely to the extent such Liabilities are owed to Xxxxxxxx Islands or any other Xxxxxxxx Islands Subsidiary; (c) any and all Liabilities of the Sellers to Transferred Employees or other Retained Employees, if any, arising under or otherwise in respect of the Employee Plans (to the extent transferable in accordance with the existing terms and conditions of this Agreementthe applicable Employee Plans), Buyer shall assume but, for the avoidance of doubt, excluding the Excluded Plans and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and current or former employees who are not Transferred Employees or other Retained Employees; (d) liabilities any and obligations all Liabilities for Taxes attributable to the Purchaser’s ownership of Seller under this Agreement (the Purchased Assets or under any side agreement between Seller on the one hand and Buyer on Purchaser’s operation of the other hand entered into International Business on or after the date of this Agreement); Closing Date; (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); [Reserved]; (f) all liabilities and obligations Liabilities arising under any Assigned Contract (and all liabilities for any breach, act out of the conduct of the Business or omission under any Assigned Contract) arising ownership of the Purchased Assets on or prior to after the Closing; and Closing Date; (g) all other liabilities Liabilities arising out of any claims asserted in the Ordinary Course of Business and obligations for which Buyer does not expressly assume any liability arising out of events, occurrences or actions on or after the Closing Date but solely to the extent that such claims are insured under the Sellers’ insurance policies in effect at or after such time; (collectively, the "Excluded Liabilities"). Seller agrees to provide for each h) Liabilities of the Excluded Sellers with respect to Transferred Employees or other Retained Employees as specified on Schedule 1.3(h) of the Disclosure Schedule (but excluding, for the avoidance of doubt, any Liabilities either by payment or under the Plan. Buyer's assumption Excluded Plans); and (i) any Liabilities for wages due as of the Assumed Liabilities shall Closing Date to employees of the Sellers and their subsidiaries for customary services performed by such employees in no way expand the rights or remedies Ordinary Course of third parties against Buyer as compared Business prior to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Closing Date.

Assumption of Liabilities. On and subject Subject to the terms and conditions of this Agreementset forth herein, at the Closing the Buyer shall assume and become responsible for agree to pay, honor and discharge when due all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related following liabilities relating to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection withAssets, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) such liabilities and obligations of Seller under this Agreement (exist at or under any side agreement between Seller on the one hand and Buyer on the other hand entered into arise on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability Closing Date (collectively, the "Excluded Assumed Liabilities"). Seller agrees to provide for each ): (i) trade accounts payable and accrued expenses reflected on the Closing Balance Sheet incurred in the ordinary course of business consistent with past practices, outstanding as of the Excluded Liabilities either Closing Date; (ii) all capital leases and operating leases set forth on Schedules 3.9(b) and 3.10(a), but not including any obligation or liability for any breach thereof occurring prior to or on the Closing Date; (iii) any and all liabilities, obligations and commitments arising out of the agreements, contracts and commitments set forth on the Schedule 3.10(a), but not including any obligation or liability for any breach thereof occurring prior to or on the Closing Date unless any such breach occurring on the Closing Date is solely attributable to any action of the Buyer and is in no way attributable to any action of the Seller; and (iv) liabilities in respect of Transferred Employees to the extent specifically assumed by payment or under the Plan. Buyer's assumption of Buyer pursuant to Article X. Notwithstanding the foregoing, the Assumed Liabilities shall in no way expand not include any liability (x) with respect to Taxes or (y) accrued pursuant to Item 1 of Schedule 2.7(a), whether or not any such liability is reflected on the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Closing Balance Sheet.

Assumption of Liabilities. On At the Closing, on and subject to the terms and conditions of this Agreement, Buyer shall OrthoLogic hereby agrees to assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: . (a) Taxes related The Assumed Liabilities shall mean: (i) all liabilities, obligations and commitments of AzERx pursuant to or relating to the Business Assumed Contracts arising after the Closing Date; (ii) all liabilities, obligations and commitments of AzERx pursuant to or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior relating to the ClosingAzTE Agreement and the Washington University Agreement arising after the Closing Date; and (iii) the liabilities, if any, listed on Exhibit C. (b) Assumed Liabilities shall not include (by way of example and without limitation): (i) any Liabilities of AzERx not assumed as part of the Assumed Liabilities under Section 2.3(a) above; (ii) any Debt of AzERx not assumed as part of the Assumed Liabilities under Section 2.3(a) above; (iii) any Liability of AzERx for Taxes; (iv) any Liability of AzERx for income, transfer, sales, use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because AzERx is transferring the Acquired Assets); (v) any Liability of AzERx for the unpaid Taxes of any Person (other than AzERx) under Treas. Reg. §1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise; (vi) any obligation of AzERx to indemnify any Person by reason of the fact that such Person was a director, manager, officer, employee or agent of AzERx or was serving at the request of AzERx as a partner, manager, trustee, director, officer, employee or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise, and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement or otherwise); (vii) any Liability of AzERx for costs or and expenses incurred in connection with, with this Agreement and the transactions contemplated hereby; (viii) any Liability or related to, the administration obligation of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) liabilities and obligations of Seller AzERx under this Agreement (or under any side other agreement between Seller AzERx on the one hand and Buyer OrthoLogic on the other hand entered into on or after the date of this Agreement); or (eix) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations any Liability or obligation of AzERx arising under any Assigned Contract (and all liabilities for any breach, act out of AzERx’s Employee Benefit Plans or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "severance agreements with its employees.

Assumption of Liabilities. On and subject to (a) As of the terms and conditions of this AgreementClosing Date, Buyer shall assume and pay, perform and discharge in a timely manner according to their terms only the following Liabilities of Seller (the “Assumed Liabilities”): (i) Liabilities of Seller arising under the Assigned Contracts on and after the Closing Date; (ii) Liabilities of Seller set forth on the Estimated Statement, as revised by the Closing Date Statement, including (A) trade account payables, payroll, payroll related Taxes, 401(k) matching contributions and other accruals and other current Liabilities of Seller arising in the ordinary course of business that remain unpaid at and are not delinquent as of the Closing Date, and (B) the obligation to provide or to perform services relating to xxxxxxxx in excess of costs or otherwise to be delivered or performed following the Closing; (iii) Liabilities of Seller related to any warranty claims by Seller’s customers with respect to work performed by Seller prior to the Closing Date pursuant to any of the Assigned Contracts (“Seller Warranty Liabilities”); (iv) All immigration-related Liabilities of or with respect to the Continuing Employees and the family members of such Continuing Employees being sponsored by Seller as of the Closing Date, including such family members set forth on Schedule 2.03(a)(iv) (as such schedule may, from time to time, be amended by Seller after the Closing to add such family members not reflected on such schedule as of the Closing), and any prospective employees hired in accordance with the Transition Services Agreement; and (v) Other Liabilities of Seller, if any, listed on Schedule 2.03. (b) Notwithstanding anything contained in this Agreement to the contrary, except as expressly set forth in Section 2.03(a) above, Buyer shall not assume or become responsible liable or obligated in any way, and Seller shall retain and remain solely liable for and obligated to pay, perform and discharge all Liabilities of Seller, including all of the Assumed following (collectively, the “Excluded Liabilities”): (i) Liabilities at under any Excluded Contracts; (ii) Except Seller Warranty Liabilities, Liabilities arising under any Assigned Contracts that relate to the Closing. Buyer will time period prior to the Closing Date or arise out of events occurring prior to the Closing Date; (iii) Any forfeiture, claim or pending litigation or proceeding relating to the Business prior to the Closing Date; (iv) Any Liabilities under any Employee Benefit Plan; (v) Any Liabilities for severance payments or other payments incurred as a result of the termination of the employment of any employee or independent contractor who is not assume a Continuing Employee or have Continuing Independent Contractor; (vi) Any Liabilities relating to a breach, violation or default under any responsibility, however, with respect agreement to any other obligation or liability which an employee of Seller not included within is a party that relates to such employee’s employment by Seller; (vii) Any Liabilities for the definition broker’s fees, commissions or finder’s fees incurred by either of Assumed Liabilitiesthe Companies in connection with any of the transactions contemplated by this Agreement; and (viii) Any Liabilities for Taxes (A) of Seller for all taxable periods through the Closing Date, including, but not limited to: (aB) Taxes related which may be applicable to the Business or the Acquired Assets for all Tax periods (or portions thereof) any taxable period ending on or prior to before the Closing; (b) Closing Date and for any costs or expenses incurred in connection with, or related to, taxable period beginning before and ending after the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities Closing Date to the extent relating allocable to the Excluded Assets; and (d) liabilities and obligations portion of Seller under this Agreement (or under any side agreement between Seller such taxable period ending on the one hand and Buyer on the other hand entered into on Closing Date, or after the date of this Agreement); (eC) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees is responsible pursuant to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "Section 7.07.

Assumption of Liabilities. On and subject to (a) As of the terms and conditions of this AgreementClosing Date, Buyer shall assume and become responsible for all of undertake to pay, perform and discharge according to their terms only the Assumed following Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within (the definition of “Assumed Liabilities”): (i) Liabilities arising under the Assigned Contracts from and after the Closing Date; (ii) Liabilities reflected in the Estimated Statement, including, but not limited to: (a) Taxes related to as revised by the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy CaseClosing Date Statement, including, without limitation, any accrued professional fees and expenses of attorneys(A) trade account payables, accountantspayroll related Taxes, financial advisors 401(k) matching contributions and other professional advisors accruals arising in the ordinary course of business that remain unpaid at and are not delinquent as of the Closing Date, and (B) the obligation to provide products or to perform services relating to xxxxxxxx in excess of costs or otherwise to be delivered or performed following the Closing; (iii) Liabilities related to the Bankruptcy Case; (c) liabilities any warranty claims by Seller’s customers with respect to the extent relating to the Excluded Assets; and (d) liabilities and obligations of work performed by Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the ClosingClosing Date pursuant to any of the Assigned Contracts (“Seller Warranty Liabilities”); and (iv) Liabilities listed on Schedule 2.03. (b) Except as expressly set forth in Section 2.03(a) above, Buyer shall not assume or become liable or obligated in any way, and (g) Seller shall retain and remain solely liable for and obligated to pay, perform and discharge all other liabilities and obligations for which Buyer does not expressly assume Liabilities of Seller, including, without limitation any liability of the following (collectively, the "“Excluded Liabilities"). Seller agrees to provide for each of ”): (i) Liabilities under any Contract other than the Excluded Assigned Contracts; (ii) Liabilities either by payment or arising under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared Assigned Contracts that relate to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The "time period prior to the Closing Date or arise out of events occurring prior to the Closing Date; (iii) Any forfeiture, claim or pending litigation or proceeding relating to the Business prior to the Closing Date; (iv) Any Liabilities relating to unpaid Taxes or to any Employee Benefit Plan or associated Contract.

Assumption of Liabilities. On and subject to (a) At the terms and conditions of this AgreementClosing, Buyer shall assume and become responsible for all of for, and shall thereafter pay, perform, and discharge as and when due, only the Assumed following Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending arising on or after the Closing Date (collectively, the “Assumed Liabilities”): (i) trade and carrier payables of the Selling Companies related to the Businesses as of the Closing Date set forth on Schedule 1.3(a)(i) (collectively, the “Payables”); (ii) those certain accrued expenses (other than expenses that are Retained Liabilities) related to the Businesses set forth in the accounts listed on Schedule 1.3(a)(ii); and (iii) all Liabilities arising on or after the Closing Date under (A) the Assumed Contracts, (B) the permits and authorizations from Governmental Authorities relating to the Business as of the Closing, other than Retained Liabilities under Sections 1.3(b)(ii), 1.3(b)(iv) or 1.3(b)(v), (C) the Assumed Leases, (D) the equipment leases and (E) any other liabilities associated with the Purchased Assets; (iv) any Liability arising prior to the ClosingClosing Date relating to the Work in Progress and Escrow Accounts, other than Retained Liabilities under Section 1.3(b)(iv); and (b) Notwithstanding anything to the contrary contained in Section 1.3(a), the Buyer shall not assume, and shall have no liability under or by reason of this Agreement for any costs or expenses incurred in connection withobligations, duties, or related to, liabilities relating to Selling Companies or the administration operation of the Bankruptcy CaseBusinesses arising prior to the Closing Date and relating to the operation of the Businesses prior to the Closing Date, other than the Assumed Liabilities, including, without limitation, any accrued professional fees and expenses of attorneysthe following (collectively, accountants, financial advisors and other professional advisors related the “Retained Liabilities”): (i) all payables of Selling Companies originating prior to the Bankruptcy Case; (c) liabilities Closing Date, except to the extent relating that a portion of a payable is applicable to the Excluded Assets; and (d) liabilities and obligations of Seller under this Agreement (or under any side agreement between Seller on the one hand and Buyer on the other hand entered into operations on or after the date of this Agreement)Closing Date in which case the Parties will pay their respective pro rata share; (eii) all claims against Seller related to expenses of, or portion any portion thereof attributable to, the Hyatt Claims Selling Companies and the Seller Claims set forth on Schedule 2.1(i); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or their operations prior to the ClosingClosing Date, whether or not accrued, unless specifically set forth in this Agreement as expenses, including prorated expenses, Buyer will be paying; and (giii) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees Liability under any Assumed Contract that arises out of or relates to provide for each of the Excluded Liabilities either by payment any breach or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared violation that occurred prior to the rights Closing Date, including, without limitation, any error and remedies which such parties would have had against Seller had this Agreement not been consummated. The "omission of Selling Companies or any employee, agent or representative of Selling Companies, but excluding Liabilities unknown to Selling Companies relating to the Work In Progress; 5 | P a g e

Assumption of Liabilities. (a) On and subject to the terms and conditions of this Agreement, as of and after the Effective Time (as defined in Section 5.1), Buyer shall assume the following liabilities and become responsible for obligations (the “Assumed Liabilities”): (i) all trade payables and accrued expenses existing as of the Effective Time to the extent such liabilities are incurred in the ordinary course but excluding any contingent liabilities or liabilities of the type described in Section 1.4(b), (ii) all contractual liabilities of Seller under the Contracts assigned to Buyer and listed on Schedule 1.4(c) and any Contracts entered into after the date of this Agreement in the ordinary course of business of Seller to the extent such Contracts are disclosed to Buyer in an update to Schedule 1.4(c) at least two (2) days prior to Closing and accepted by Buyer in writing (the “Assumed Liabilities at Contracts”) but only with respect to performance obligations arising after the ClosingEffective Time, (iii) all liabilities and obligations under the Employee Benefit Plans (as defined in Section 2.14) set forth on Schedule 1.4(a), but only with respect to liabilities and obligations that accrue after the Effective Time, and (iv) all liabilities and obligations under any and all product or service warranties furnished to Seller’s customers with respect to goods and products sold or services provided to such customers on or prior to the Closing Date (“Warranty Claims”). (b) Except as expressly provided in Section 1.4(a) above, Buyer shall not assume or be liable for any other liabilities, obligations or duties of Seller. Without limiting the preceding sentence, Buyer will not assume or have be responsible for any responsibilityof the following: (i) any liability of Seller or Parent for Taxes; (ii) other than accounts payable owing to CLE or B&B Roadway, however, any liability of Seller with respect to accounts payable or accrued expenses or other obligations that are subject to a payment plan, are past due by more than ninety (90) days or have otherwise been written off (the “Excluded Payables”); (iii) any other obligation liability associated with or arising out of any Excluded Asset; (iv) any liability of Seller to indemnify any natural person, corporation, partnership, association, trust, business trust, limited liability company, joint venture organization, whether or not included within a legal entity, or a Governmental Authority or other entity(collectively, a “Person”), unless such indemnity is set forth in the definition of Assumed LiabilitiesContracts; (v) any claims or pending or threatened litigation against Seller, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or the Business relating to events occurring prior to the Closing; Closing Date regardless of when such claims are asserted or such litigation or proceedings commenced; (bvi) other than accounts payable owing to CLE or B&B Roadway, any liability of Seller relating to intercompany obligations or other obligations between Seller and Parent or any other Affiliate of Seller; (vii) any liability of Seller for costs or and expenses incurred in connection withwith the transactions contemplated by this Agreement; (viii) indebtedness for borrowed money, capital lease obligations, deferred purchase price of property or related to, the administration services or other interest bearing obligations of Seller or any guarantee by Seller of any of the Bankruptcy Caseforegoing, including, without limitationexcept with respect to Permitted Liens; (ix) accrued workers’ compensation and medical insurance liabilities for any period prior to the Effective Time; (x) except as provided in clauses (ii) and (iii) of Section 1.4(a) above, any accrued professional fees and expenses liability or obligation under any Employee Benefit Plan (as defined in Section 2.14); (xi) any liability of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; Seller under any Contract that is not an Assumed Contract; (cxii) liabilities to the extent relating any Governmental Authority except with respect to the Excluded AssetsAssumed Contracts; (xiii) tort liabilities of Seller; (xiv) criminal claims against Seller; (xv) any other liabilities of Seller not expressly assumed hereunder; and or (dxvi) liabilities and obligations any liability of Seller under this Agreement Agreement. (c) To the extent that after Closing an Excluded Payable is owed to a current vendor of Buyer and such vendor threatens to either cease supplying products to Buyer or under any side agreement between to materially change the payment terms applicable to such vendor unless the applicable Excluded Payable is paid current, Buyer shall have the right to pay such Excluded Payable on behalf of Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement); (e) all claims obtain reimbursement against Seller related to the Hyatt Claims and the Seller Claims set forth on Schedule 2.1(ior as provided in Section 6.7(e); (f) all liabilities and obligations arising under any Assigned Contract (and all liabilities for any breach, act or omission under any Assigned Contract) arising on or prior to the Closing; and (g) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".

Assumption of Liabilities. On and subject (a) Subject to the terms and conditions set forth herein, on the Closing Date, as further consideration for the sale and transfer of this Agreementthe Assets, the Buyer shall assume and become responsible for all of agree to pay, honor and discharge the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of Seller not included within the definition of Assumed Liabilities, including, but not limited to: (a) Taxes related to the Business or the Acquired Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (c) liabilities to the extent relating to the Excluded Assets; and (d) following specified liabilities and obligations of Seller under this Agreement the Sellers in connection with the Business and no others: (or under any side agreement between Seller on i) the one hand and Buyer on the other hand entered into on or after the date Sellers' liability as guarantor of this Agreement); (e) all claims against Seller related amounts due to AGR pursuant to the Hyatt Claims A/R Agreements in accordance with the terms of the AGR Assumption Agreement among the Buyer, AGR and the Seller Claims set forth Sellers (the "AGR Assumption Agreement"); (ii) the responsibility for employment of all of the Sellers' permanent employees and Field Employees as of the Closing Date, on Schedule 2.1(i); terms consistent with such employees' current salary and benefit arrangements; (fiii) the responsibility for maintaining the Sellers' employment records and files for all liabilities permanent employees and obligations arising under any Assigned Contract Field Employees employed by the Sellers within the five (and all liabilities for any breach, act or omission under any Assigned Contract5) arising on or years prior to the ClosingClosing Date; (iv) the unexpired Leases with respect to occupancy obligations and lease payments for periods on and after the Closing Date and executory contracts, each of which is listed on Schedule 2.4(a) hereto; (v) the payment of all accrued vacation and holiday time and pay of the Sellers' permanent employees and Field Employees; and (vi) the responsibility for payment of all sales, use and transfer taxes, if any, arising as a result of the transfer of the Assets (g"Transfer Taxes") (all other liabilities of the foregoing being herein called the "Assumed Liabilities"). (b) On the Closing Date, the Buyer shall assume the Assumed Liabilities by executing and obligations for which delivering to the Sellers an assumption agreement in form and substance satisfactory to Sellers (the "Assumption Agreement"). (c) It is expressly agreed and understood that, except as provided in Section 2.4(a) above, the Buyer does shall not expressly assume any liability or obligation of the Sellers and/or the Business of any kind or nature, whether known or unknown as of the Closing Date, whether fixed or contingent, and however arising (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by payment or under the Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. The ".