Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.

Assumption of Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, Buyer agreesat the Closing, Purchaser shall assume, effective on as of the Effective DateClosing, to assume and shall timely perform, pay and discharge in accordance with their respective terms, the following liabilities and obligations Liabilities of Seller arising out of, relating to or otherwise in respect of the U.S. Business regardless of when incurred and including Liabilities incurred or arising prior to Closing (for the "ASSUMED LIABILITIES"avoidance of doubt, excluding those Liabilities of the Japan Business currently owned by the Selling Affiliate) (collectively, the “Assumed Liabilities”): (a) all liabilities and obligations Liabilities of Seller under the Assigned Contracts; (b) all Liabilities assumed by Purchaser in Article X; (c) Liabilities arising with respect to post-Closing periods under (i) from the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers sale of Products in the ordinary course of business prior business, including pursuant to the Closing product warranties, product returns and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")rebates; (d) liabilities which relate to periods on or after the Effective Date Liabilities in respect of which prorations are made under Section 2.08 (i) Environmental Laws; (ii) Environmental Claims; (iii) Releases; and liabilities which relate to periods prior (iv) any and all other matters relating to the Effective Environment arising out of or otherwise related to the U.S. Business, other than the Retained Environmental Liabilities, and subject to Seller’s obligations under Sections 12.03; (e) Liabilities constituting, or arising in connection with, accounts payable existing on the Closing Date (including, for which Seller has paid Buyerthe avoidance of doubt, (i) invoiced accounts payable and (ii) accrued but uninvoiced accounts payable); and (ef) subject to Section 8.02, any liability or obligation all Liabilities and commitments for Taxes arising from out of or with relating to or in respect to of the Purchased Assets, the System or the System Operations which is incurred in or attributable to Assets for any Post-Closing Tax PeriodPeriod (the “Assumed Tax Liabilities”).

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, Buyer agrees, effective on as of the Effective Closing Date, the Acquiror agrees to assume assume, satisfy, perform, pay and discharge each of the following liabilities and obligations of Seller Liabilities (the "ASSUMED LIABILITIES"“Assumed Liabilities”): (ai) all liabilities and obligations Liabilities of Seller arising 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 arise from any event, circumstance or condition occurring after the Closing; (ii) all Liabilities with respect to postthe Evamist Governmental Permits that are Purchased Assets 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 periods under Tax Period, other than the Excluded Tax Liabilities; (iv) the Liability for fifty percent (50%) of the payment due to Fempharm Pty Ltd. pursuant to Section 3.2(b) of the Acrux License; 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. (b) Notwithstanding anything contained in this Agreement to the contrary, from and 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 Contracts listed on Schedule 2.02(aSeller and its Subsidiaries, excluding fifty percent (50%) attached hereto, of the payment due to Fempharm Pty Ltd. pursuant to Section 3.2(b) of the Acrux License; (ii) Contracts entered into any Liability incurred by the Seller in accordance with subscribers Section 8.5 in the ordinary course of business prior to the Closing and obtaining Evamist NDA Approval; (iii) any Liability of Seller 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 similar claim for injury to person or property or any other Contracts entered into by Seller with claim related to the consent of Buyer (which consent is not to be unreasonably withheld Purchased Assets or delayed) in the ordinary course of business Evamist Business arising prior to the Closing (but excluding in including all of the foregoing cases any liabilities or obligations attributable proceedings relating to any failure by Seller to comply with the terms thereofsuch Liabilities); (bv) liabilities set forth on all Liabilities of the Closing Statement to refund the security deposits Seller and its Subsidiaries arising out of government seizures, field corrections, withdrawals or recalls of Evamist manufactured, transferred or sold prior to the customers who Closing, which are entitled to receive same in accordance with the terms of their service contractclaimed prior to, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in Closing Date; (vi) all Liabilities of the Seller and its Subsidiaries with respect of which prorations are made under Section 2.08 and liabilities which relate to periods any litigation or other claims related to the Evamist Business or Purchased Assets to the extent arising from any event, circumstance or condition occurring or alleged to have occurred prior to the Effective Date for 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 paid Buyerentered 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 (B) any actual or alleged violation by the Seller or any of its Affiliates of any equal employment or employment discrimination laws; (xii) any Liability under Environmental Laws arising out of or relating to the operation or conduct of the Evamist Business or the 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 (exiv) subject to any other Liability of Seller or any of its Subsidiaries or Affiliates that is not specifically listed as an Assumed Liability under Section 8.02, 3.1(a) (including any liability or obligation for Taxes arising from or with respect Liability to the extent resulting from the ownership, use, operation or maintenance of the Purchased AssetsAssets by or on behalf of Seller prior to the Closing, the System or the System Operations which is incurred in operation or attributable conduct of the Evamist Business by or on behalf of the Seller prior to any Post-Closing Tax Periodthe Closing).

Assumption of Liabilities. Upon At the terms and subject to the conditions of this AgreementClosing, Buyer agreesshall assume and agree to pay, effective on the Effective Dateperform and discharge as and when due, to assume each and all of the following liabilities and obligations of Seller Xxxxxxx Polymer or the Subsidiaries (collectively, the "ASSUMED LIABILITIES"): “Assumed Liabilities”): (a) all trade accounts payable of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (b) all accrued liabilities and rebate obligations of Xxxxxxx Polymer or the Subsidiaries included in the Closing Net Asset Value Statement; (c) all other liabilities of the Business included in the Closing Net Asset Value Statement; (d) all liabilities and obligations under the Contracts (other than the Excluded Contracts and the employee agreements and employee benefit plans excluded as assets under Section 2(b) of Seller arising this Agreement); and (e) to the extent reflected in the Closing Net Asset Value Statement, warranty or product return obligations of Xxxxxxx Polymer or the Subsidiaries with respect to post-Closing periods under (i) products and/or services sold by Xxxxxxx Polymer or the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business Subsidiaries prior to the Closing Closing. The parties acknowledge and (iii) agree that the liabilities assumed by Buyer under this Agreement shall consist only of those Assumed Liabilities described in this Section 3 and shall not include any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable of Xxxxxxx Polymer which are not specifically enumerated in this Section; provided that, for the avoidance of doubt, the provisions of this Section 3 shall not be construed to affect any failure by Seller to comply liabilities of any Subsidiary, which liabilities will remain with the terms thereof); (b) liabilities set forth on applicable Subsidiary notwithstanding the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodtransactions contemplated by this Agreement.

Assumption of Liabilities. Upon At the terms Closing, Seller shall sell, transfer, assign and subject convey to the conditions of this AgreementPurchaser, Buyer agreesand Purchaser shall assume, effective on as of the Effective DateClosing, to assume and shall timely perform, pay and discharge in accordance with their respective terms, the following liabilities and obligations Liabilities of Seller (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations Liabilities of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing all customers and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all advertisers of the foregoing cases Systems for any liabilities advance payments or obligations attributable deposits for which Purchaser shall have received a credit pursuant to any failure by Seller to comply with the terms thereof)Section 3.4; (b) liabilities set forth Liabilities with respect to the Business, the Purchased Assets, the Transferred Employees arising after the Closing, to the extent such Liabilities arise from or are related to any event that occurs on or after the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Date; (c) liabilities set forth on all Taxes applicable to the Closing Statement for unearned revenue, provided transfer of the Purchased Assets pursuant to this Agreement that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement are required to be paid by Purchaser pursuant to Section 11.1(b) and ("CLOSING UNEARNED REVENUE LIABILITIES"c); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior Liabilities for Taxes relating to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02Business, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System Transferred Employees for all taxable periods (or portions thereof) beginning after the System Operations which is incurred Closing Date; (e) all accrued expenses and trade accounts payable to the 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 or attributable adjusting the Base Purchase Price pursuant to any Post-Closing Tax PeriodSection 3.4(d) (i), (ii) and (iii); and (f) Liabilities relating to amounts required to be paid by Purchaser hereunder.

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth herein and in partial consideration of this Agreementthe sale of the Transferred Assets, at the Closing, Buyer agreesshall assume (or, effective on in the Effective Datecase of Assumed Liabilities of the Transferred Joint Venture Entities, acquire the Joint Venture Securities subject to) and discharge or perform (or in the case of Assumed Liabilities of the Transferred Joint Venture Entities, cause such Transferred Joint Venture Entities to discharge and perform) when due all the Assumed Liabilities; it being understood, that the assumption (or retention) of an Assumed Liability shall, except as otherwise allocated by Buyer in a manner consistent with the like allocations of Friendco pursuant to the Friendco Purchase Agreement (provided, that the effect of any such allocation so directed by Buyer that is different than the allocation that would occur in the absence of such direction shall be disregarded for the purposes of making any determination with respect to (x) the representations, warranties or covenants of Seller herein, (y) the Closing Adjustment Amount and (z) the satisfaction of the conditions set forth in Article VI, in each case, to assume the extent such determination would be different (but in the case of the Closing Adjustment Amount, only to the extent the aggregate Closing Adjustment Amount and the Closing Adjustment Amount (as defined in the Friendco Purchase Agreement) would be different) as a result of such direction), be allocated among each of the Specified Businesses and the Friendco Business in the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): manner: if such Assumed Liability is (a) all liabilities a Liability of a Transferred Joint Venture Entity, to the Joint Venture Business applicable to such Transferred Joint Venture Entity or (b) not a Liability of a Transferred Joint Venture Entity and obligations of Seller arising with respect to post-Closing periods under is (i) Related only to a single Specified Business and not to the Contracts listed on Schedule 2.02(a) attached heretoFriendco Business, to such Specified Business (and, in the case of the Group 1 Business, to the Group 1 Remainder Business), (ii) Contracts entered into by Seller with subscribers included in the ordinary course Group 1 Shared Assets and Liabilities pursuant to Schedule 1.1(f) of business prior the Seller Disclosure Schedule, to the Closing Group 1 Business (and within the Group 1 Business, to the Group 1 Remainder Business), (iii) any other Contracts entered into by included in the Group 2 Shared Assets and Liabilities pursuant to Schedule 1.1(f) of the Seller with Disclosure Schedule, to the consent Group 2 Business, (iv) solely Related to the Friendco Business or allocated to the Friendco Business pursuant to Schedule 1.1(h) of Buyer the Seller Disclosure Schedule (as defined in the Friendco Purchase Agreement), to the Friendco Business and (v) not allocated pursuant to clause (i), (ii), (iii) or (iv), then to the Friendco Business, to the extent Related to the Friendco Business, to the Group 1 Business (and within the Group 1 Business, to the Group 1 Remainder Business), to the extent Related to the Group 1 Business, and to the Group 2 Business, to the extent Related to the Group 2 Business (which consent is not to allocations shall be unreasonably withheld or delayed) made in the ordinary course of business prior each case after giving effect to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable allocations to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits each such Friendco Business and Specified Business pursuant to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"Designated Allocation); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer agrees, effective on the Effective Date, to shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and obligations of Seller (the "ASSUMED LIABILITIES"liabilities constitute Excluded Liabilities): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed liabilities arising out of or relating to the operation of the Station on Schedule 2.02(a) attached heretoor 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) Contracts entered into all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by Seller with subscribers the Business subsequent to the Balance Sheet date in the ordinary course of business 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 hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the 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” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the 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 liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) 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 and Date; (iiiix) all liabilities (x) arising out of any other Contracts entered into by Seller with the consent of Buyer (which consent Contract that is not an Assumed Contract or (y) relating to be unreasonably withheld any breach, default or delayednon-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 to any action, event, circumstance or condition occurring or existing prior the ordinary course Closing Date; (xi) other than as set forth in Section 6.2, any of business the liabilities 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 assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) 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 relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all 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 any group health plan of any of the Seller 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 3.22; (xvi) 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 under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodDate.

Assumption of Liabilities. Upon On, from and after the terms and subject to the conditions of this AgreementEffective Time, Buyer agreesshall assume and agree to duly and timely pay, effective on the Effective Datedischarge, to assume the following liabilities defend and obligations of Seller (the "ASSUMED LIABILITIES"):perform as and when due: (a) any and all obligations and liabilities of Sellers under the Assumed Contracts, the Licenses and the Station Licenses to the extent that such obligations and liabilities arise or accrue on or after the Effective Time, and, for the avoidance of Seller arising with respect doubt, it is hereby acknowledged and agreed that Buyer shall assume and agree to post-Closing periods under duly and timely pay (i) all payment obligations under the Contracts listed SpectraSite Agreements due on Schedule 2.02(a) attached hereto, or after the Effective Time and (ii) Contracts entered into by Seller with subscribers in all payment obligations of Sellers under the ordinary course of business prior Monroe Agreements for capital expenditures relating to KARD’s digital buildout due on or after the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Effective Time; (b) liabilities set forth on the Closing Statement and obligations of Sellers that are to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities be assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")by Buyer under Section 7.1; (c) any and all liabilities set forth and obligations of Sellers to the extent accrued as a current liability on the Closing Statement Balance Sheet and for unearned revenue, provided that which Buyer receives an adjustment to the aggregate amount Purchase Price as part of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES");Net Working Capital pursuant to Sections 2.5 and 2.6; and (d) any and all liabilities and obligations of Sellers for any advance payments or deposits for which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior Buyer receives an adjustment to the Effective Date for which Seller has paid Buyer; and Purchase Price as part of Net Working Capital pursuant to Sections 2.5 and 2.6. All of the foregoing under this Section 2.7, together with other liabilities or obligations expressly assumed by Buyer under this Agreement or any other document, agreement or instrument required of Buyer under this Agreement, are referred to herein collectively as the “Assumed Liabilities”. Sellers shall retain all liabilities of Sellers other than the Assumed Liabilities (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assetssuch retained liabilities, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period“Retained Liabilities”).

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) At the Closing, Purchaser shall assume and shall become responsible for the payment, performance and satisfaction of all liabilities and obligations of Seller arising with respect to post-Closing periods under the following Liabilities of the SCT Sellers: (i) the Contracts listed on Schedule 2.02(a) attached hereto, Liabilities with respect to any Purchased Asset; and (ii) Contracts entered into by Seller with subscribers the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of business the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES");Date. (c) liabilities set forth on the Closing Statement Purchaser shall not assume or become liable for unearned revenueany Liability of any SCT Seller that is not an Assumed Liability, provided that the aggregate amount of liabilities assumed hereunder does whether or not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect related to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, Buyer agreesshall assume and shall thereafter be obligated for, effective on the Effective Dateand shall agree to pay, to assume perform and discharge in accordance with their terms, only the following obligations and liabilities of Seller, Tribune or any of their respective Subsidiaries, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) all liabilities and obligations arising with, or relating to, the operation of Seller (the "ASSUMED LIABILITIES"):Stations, including the owning or holding of the Purchased Assets, on and after the Closing Date; (aii) all liabilities and obligations to the extent relating to the 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 (C) 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 arising or Tribune or any of their respective Subsidiaries, as applicable, shall solely retain, pay, perform, discharge and be obligated with respect to post-Closing periods all of its liabilities or obligations of any and every kind whatsoever, direct or indirect, known or unknown, not expressly assumed by Buyer under Section 2.3(a) (herein referred to as “Excluded Liabilities”) and, without limiting the generality of the foregoing and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) the Contracts listed on Schedule 2.02(a(A) attached heretoall Taxes (other than any Prorated Taxes or Transfer Taxes) of Seller, Tribune or any of their respective Subsidiaries, as applicable, for any Tax period, (iiB) Contracts entered into by Seller with subscribers in any Prorated Taxes for the ordinary course portion of business any Straddle Period prior to the 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 other Contracts entered into by 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 Ancillary Agreements (except as set forth in Section 6.2(c)); (v) any liabilities or obligations, including forfeiture expenses, arising from any complaints with the consent FCC in respect of Buyer events that occurred prior to the Closing; and (which consent is not to be unreasonably withheld vi) all liabilities and obligations arising with, or delayed) in relating to, the ordinary course operation of business the Stations, including the owning or holding of the Purchased Assets, prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodDate.

Assumption of Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, Buyer agreesAgreement and the Sale Order, effective on as of the Effective DateClosing, the Purchaser shall assume from the Sellers (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to assume Purchaser, the following liabilities and obligations of Seller Liabilities (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities Liabilities and obligations under the Assigned Contracts (other than those which are not assignable under Section 365 of Seller the Bankruptcy Code or as to which Consent is required to be obtained from any Person in order to permit the sale or transfer of the Assigned Contract) arising with respect to post-Closing periods under (i) out of the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in conduct of the ordinary course of business prior to Business from and after the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Date; (b) liabilities set forth on any Liabilities arising out of the conduct of the Business or the ownership of the Purchased Assets, in each case, from and after the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Date; (c) liabilities open purchase orders arising out of the conduct of the Business, including inventory held at NXP set forth on Schedule 1.3(c) (the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"“NXP Purchase Orders”); (d) liabilities which relate all Taxes related to the operation of the Business by Purchaser attributable to periods or portions thereof beginning on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior Closing Date, including, without limitation, Liabilities for Taxes attributable to the Effective ownership of the Purchased Assets from and after the Closing Date; (e) the obligation to credit to all Transferred Employees all vacation or other paid time off accrued or vested for each such Transferred Employee as of the Closing Date for which Seller has (“Assumed PTO”); (f) all Liabilities relating to amounts required to be paid Buyerby Purchaser under this Agreement; and (eg) subject to Section 8.02, any liability or obligation for Taxes all Liabilities and transfer charges arising from or third party licenses set forth on Schedule 1.3(g) (h) all Liabilities arising from the customer prepaid wafer starts from Philips Consumer Lifestyle B.V. and Xxxx-Werke GmbH & Co KG; (i) all Liabilities arising under the MSA; (j) cost and expenses associated with storage, transportation, and related taxes of acquired Business tangible assets held at sites other than where employees were transferred from; (k) with respect to the Purchased AssetsLiabilities listed on Schedule 1.3(k), the System or parties will each pay 50% of the System Operations which is incurred in or attributable to any Post-Closing Tax Periodtotal costs; and (l) all Liabilities set forth on Schedule 1.3(l).

Assumption of Liabilities. Upon (a) Except as set forth in Section 2 (b) below, CFC shall assume any and all liabilities of the terms and subject Sellers related exclusively to the conditions of this AgreementBusiness set forth in clauses (i), Buyer agrees(ii), effective on the Effective Date(iii) and (iv) below (collectively, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIESAssumed Liabilities"): (ai) all liabilities and The obligations of Seller arising with respect to post-Closing periods the Sellers under (ithe contracts described in Schedule l(a)(v) and the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts contracts which are entered into by Seller with subscribers in the ordinary course of business the Business and consistent with past practices from the date hereof to the Closing Date to the extent that such contacts are uncompleted and outstanding because, in the ease of purchase contracts, services have not been rendered to the Sellers or products or supplies have not been received by the Sellers, as the case may be, prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) Date and, in the ordinary course case of business sales contracts, products have nor been shipped by the Sellers prior to the Closing Date; (but excluding in all ii) The obligations of USSC under National Institute of Standards and Technology Cooperative Agreement No. 70NANB7H3065 (referred to as the "NIST Agreement"). (iii) The obligations and liabilities, including product liabilities, relating to products manufactured or sold by Purchasers after the date of Closing and relating to the Business. (iv) All other liabilities and obligations arising out of or resulting from the conduct of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with Business after the terms thereof);date of the Closing. (b) liabilities set forth on Accounts and other payables arising out of the Closing Statement conduct of the Business are specifically not assumed by the Purchasers and will be paid by Sellers when due. (i) To the extent that the assignment of any contract or any license, permit, approval or qualification issued or to refund the security deposits be issued by any government or agency or instrumentality thereof relating to the customers who are entitled Business or the Purchased Assets including, without limitation, the Permits (defined below) to receive be assigned to the CFC or Alexion pursuant to this Agreement shall require the consent of any other party, this Agreement shall not constitute a contract to assign the same in accordance if an attempted assignment would constitute a breach thereof. The Sellers shall use its reasonable commercial efforts, and the CFC or Alexion shall cooperate where appropriate, to obtain any consent necessary to any such assignment. If any such consent is not obtained, then the Sellers shall cooperate with the terms CFC and Alexion in any reasonable arrangement requested by CFC or Alexion designed to provide to the Purchasers the benefits under any such contract license, permit, approval or qualification and the Permits, including enforcement of their service contractany and all rights of the Sellers against the other party thereto arising out of breach or cancellation thereof by such other party or otherwise. (ii) Seller agrees to cooperate to the extent reasonably necessary to obtain approval of an Assignment of Seller's interest in the NIST Agreement to Alexion. This includes, provided without limitation, executing of any letters requested by Alexion directed to persons or entities designated by Alexion indicating that Sellers will no longer involved in the performance of the NIST Agreement and that the aggregate amount performance of liabilities assumed hereunder does not exceed its obligations will be undertaken by Alexion. Sellers shall also execute any other letters Alexion reasonably requires to obtain approval of the aggregate liability for such amount set forth in assignment of the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES");NIST Agreement to Alexion. (d) liabilities Obligations of the Sellers relating to the Business but not assumed by Purchasers herein shall constitute the "Excluded Liabilities", which relate to periods on or shall remain the responsibility of the Sellers after the Effective Date in respect Closing and shall not be obligations of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodPurchasers.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreementset forth herein, simultaneously with the Closing, Buyer agreesshall assume and be liable for, effective on the Effective Dateand shall pay, to assume the following liabilities perform and obligations discharge in accordance with their respective terms, only those Liabilities of Seller (and the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under Selling Affiliates set forth in clauses (i) the Contracts listed on Schedule 2.02(athrough (vi) attached heretobelow, (iicollectively, the “Assumed Liabilities”); provided, that Assumed Liabilities 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) Contracts entered into by all Liabilities of Seller with subscribers in and the ordinary course of business prior 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 shall not assume or agree to pay, discharge or perform any Liabilities 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) any other Contracts entered into by Seller with Transfer Taxes to the consent extent designated the responsibility of Buyer pursuant to Section 7.5; (which consent is not to be unreasonably withheld or delayediv) in the ordinary course of business prior Continuing Employee Liabilities; (v) all Warranty Obligations and Recall Obligations; and (vi) all Liabilities to the Closing (but excluding in all extent arising out of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereofActions set forth on Schedule 1.3(a)(vi);. (b) liabilities set forth on the Closing Statement to refund the security deposits Notwithstanding anything contained herein to the customers who are entitled to receive same in accordance with contrary, Seller and the terms Selling Affiliates shall not be liable or responsible for any of their service contractthe following Liabilities: (i) all Product Liability Obligations arising out of, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenuerelating to, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date otherwise in respect of which prorations are made any products (including any part or component) designed, manufactured, assembled or purchased by the Business after the Closing or any services provided after the Closing; (ii) except for Excluded Liabilities, Liabilities arising under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from Environmental Law or with respect to Hazardous Substances, in each case to the Purchased Assetsextent arising out of, or 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 System disposal or arrangement for disposal after the System Operations which is incurred in Closing, of Hazardous Substances at any location, whether or attributable to any not owned or operated by the Business); and (iii) except for Excluded Liabilities, all other Liabilities arising out of, or with respect to, the operation of the Business after the Closing (collectively, the “Post-Closing Tax PeriodOperational Liabilities”).

Assumption of Liabilities. Upon As of and after the terms and subject to the conditions of this AgreementClosing Date, Buyer agrees, effective on the Effective Date, to shall assume only the following liabilities and obligations of Seller responsibilities (collectively, the "ASSUMED LIABILITIES"):“Assumed Liabilities”), and no others: (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed capital leases set forth on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof2.3(a); (b) liabilities the trade payables set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"Schedule 2.3(b); (c) liabilities 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 Closing Statement for unearned revenueparties 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, provided that by written notice to Company given at any time prior to the aggregate amount expiration of liabilities assumed hereunder does the Due Diligence Period, to not exceed assume such pending litigation, or (ii) Buyer and Company are unable to mutually agree upon a dollar value to assign to the aggregate liability for of Company associated with such amount set forth pending litigation after good faith negotiations during the Due Diligence Period in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")accordance with Section 2.6(a)(ii) below; (d) liabilities which relate the performance obligations of each Seller under all Assumed Contracts, but solely with respect to periods on or performance obligations arising after the Effective Date in respect Closing Date; provided, however, that Buyer shall have assumed substantially all of which prorations the outstanding Contracts that are made under Section 2.08 not subject to either (i) any dispute with or adverse claim by any Seller or the other contracting party, or (ii) any pending or threatened litigation, and liabilities which relate provided, further, however that subject to periods the prior proviso, Buyer shall not assume any Contract (and the parties shall cause Schedule 2.1(h) to be amended to remove any Contract from the list of Assumed Contracts) if and to the extent that Buyer has elected, by written notice to Company given not less than five (5) Business Days prior to the Effective Date for which Seller has paid BuyerClosing, to not assume such Contract; and (e) subject to Section 8.02, all other Contracts entered into by any liability or obligation for Taxes arising from or with respect Seller after the date of this Agreement but prior to the Purchased Assets, 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 System or the System Operations which is incurred Closing to include all Contracts described in or attributable to any Post-Closing Tax Periodclause (e) above.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Buyer agreesincluding the indemnification provisions of Section 10.01 and 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 Effective Closing Date, to assume other than the following liabilities Retained Liabilities (clauses (1) and obligations of Seller (2) collectively and other than the "ASSUMED LIABILITIES"Retained Liabilities, the “Assumed Liabilities”), which Assumed Liabilities shall include (in each case, other than the Retained Liabilities): (ai) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior Liabilities to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to extent included on the Closing (but excluding Date Statement, as finally determined after resolution of all disputes in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply accordance with the terms thereofSection 2.03(b); (bii) liabilities set forth 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, that are not required to be reflected on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Date Statement; (ciii) liabilities set forth on all Liabilities of Seller or any other member of the Closing Statement for unearned revenue, provided that Seller Group under the aggregate amount of liabilities assumed hereunder does not exceed Transferred Contracts and the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Transferred Permits; (div) all accounts payable and accrued liabilities which to the extent such Liabilities arise out of or relate to periods on the operation or after conduct of the Effective Date 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 which prorations are made under Section 2.08 any Action, pending or threatened, and liabilities which relate to periods prior claims, whether or not presently asserted, to the Effective Date for which Seller has paid Buyer; andextent at any time arising out of or relating to the operation or conduct of the Business; (eviii) subject solely to the extent such Liabilities are expressly assumed by Purchaser pursuant to Section 8.026.06, any liability or obligation for Taxes arising from or (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 Purchased AssetsRetained 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 System Transferred Assets or the System Operations which is incurred in or attributable to 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 liability in respect of any Retained Liability, each of which shall be retained and shall be paid, performed and discharged when due by Seller or the other applicable member of the Seller Group and (2) as between the parties to this Agreement, the 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 Transferred Entity that is a Retained Liability but continues to be a Liability of the Transferred Entity after the Closing by operation of Law). For the purposes of this Agreement, “Retained Liabilities” shall mean the following Liabilities of Seller or any other member of the Seller Group:

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities At the Closing, Xxxxxxxxx and obligations the Sellers shall execute and deliver the Xxxx of Seller arising with respect Sale pursuant to post-Closing periods under which the Sellers shall assign and Xxxxxxxxx shall assume and agree to fully (i) the Contracts listed on Schedule 2.02(a) attached heretoperform, (ii) Contracts entered into by Seller with subscribers pay and discharge all trade accounts payable and accrued liabilities which were incurred in the ordinary course of business of the Business and are accrued or outstanding on the Closing Date (“Accounts Payable and Accrued Expenses”) up to a maximum amount not to exceed $4,675,000; (ii) perform and discharge in accordance with their terms those obligations outstanding as of the Closing Date in respect of Contracts to the extent such obligations do not arise from the pre-Closing breach, default or violation under any such Contracts; and (iii) perform and discharge in accordance with their terms those liabilities directly arising after the Closing Date in connection with any contracts which Xxxxxxxxx has requested be transferred to it pursuant to Section 1.1(a) but which have not been so transferred due to the failure to obtain the consent or approval required for such transfer, provided that Xxxxxxxxx has requested and received the same economic benefit of such contract pursuant to Section 1.2(b) and such liability shall not have arisen as a result of the Sellers’ breach, default or violation under any such contract (the obligations set forth in (i), (ii) and (iii), collectively, the “Assumed Liabilities”). (b) Except as otherwise provided in this Agreement, Xxxxxxxxx shall not assume any other of the liabilities of the Sellers and Xxxxxxxxx shall not be or become liable for any claims, demands, liabilities or obligations to the extent that such liability arises out of or is related to the conduct of the Business by the Sellers or the ownership or operation of the Assets on or prior to the Closing Date. Without limiting the foregoing, Xxxxxxxxx shall not at the Closing assume or agree to perform, pay or discharge any liabilities of the Business arising from the operation of the Business prior to Closing other than the Assumed Liabilities and liabilities arising as a result of the breach of the terms of this Agreement by Xxxxxxxxx, and the Sellers shall remain unconditionally liable for, all obligations, liabilities and commitments, fixed or contingent, of the Sellers that are not Assumed Liabilities to the extent such obligations, liabilities and commitments arise out of or relate to the conduct of the Business on or prior to the Closing Date (iiiother than liabilities arising as a result of the breach of the terms of this Agreement by Xxxxxxxxx) (the “Retained Liabilities”), including but not limited to: (i) Severance, termination or other payments or benefits (including but not limited to post-retirement benefits or accrued vacation pay unless included as part of Accounts Payable and Accrued Expenses assumed under Section 1.3(a)) owing under any other Contracts entered into severance policy, union contract or employment agreement to any employees (union or non-union), sales agents, distributors or independent contractors employed by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business Sellers prior to the Closing (collectively, “Sellers’ Employees”), liabilities arising under any federal, state or local “plant closing law” including without limitation under the federal WARN Act, liabilities accruing under the Sellers’ employee benefit plans (except as provided in Section 9.5), retirement plans, pension plans or savings or profit sharing plans and liabilities for any Employee Benefit Plan (as defined in Section 2.19), including but excluding in all of the foregoing cases any liabilities or obligations attributable not limited to any failure by Seller to comply with the terms thereofobligations under Section 601 through 608 of ERISA or under COBRA (each as defined in Section 2.19); (bii) liabilities set forth on Liabilities for Workers’ compensation claims or audit adjustment premiums; (iii) Liabilities for any federal, state, local or foreign income Taxes (including interest, penalties or additions to such taxes), whether assessed, audited, or billed or not at Closing or any deferred income taxes or any Michigan single business taxes owed by or asserted against the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement Sellers ("CLOSING DEPOSIT LIABILITIES"“Income Taxes”); (civ) liabilities set forth on Liabilities which arose from any actions, events, or incidents which occurred prior to the Closing Statement for unearned revenueDate in connection with violations of or liability under Environmental Laws (as defined in Section 2.22) and environmental liabilities imposed by the Leases listed on Schedule 2.8 (as such Leases are in effect as of the date hereof), provided that if any, except to the aggregate amount of extent such violations or liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in result from activities subsequent to the Closing Statement Date including the action or inaction of Xxxxxxxxx after the Closing Date, but excluding the action of the Sellers after the Closing Date that gives rise to liability under Environmental Laws ("CLOSING UNEARNED REVENUE LIABILITIES"“Pre-Closing Environmental Liabilities”); (dv) liabilities Liabilities which relate to periods on arose from actions, assessments pending or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods for any actions, events, or incidents incurred prior to the Effective Closing Date in connection with violations of occupational safety, wage, health, welfare or employee benefit laws, except to the extent such violations result from the action or inaction of Xxxxxxxxx subsequent to the Closing Date; (vi) Liabilities primarily arising out of or relating to the Excluded Assets; (vii) Except to the extent such taxes are the responsibility of Xxxxxxxxx pursuant to Section 12, any tax (including but not limited to any federal, state, or local income, franchise, single business, value added, excise, customs, intangible, sales, transfer, recording, documentary or other tax) imposed upon, or incurred in connection with, the transfer of motor vehicles in connection with the sale of the Assets; (viii) Liabilities or debts owed to any sales representatives, agents, contractors, whether in oral or written agreements, other than those specifically listed and included in the Assumed Liabilities; (ix) Liabilities for which Seller has paid Buyerborrowed money of the Sellers; (x) Liabilities arising by reason of any action, inaction, or otherwise of the Sellers prior to the Closing Date that constituted either an infringement of the intellectual property rights of a third party, liabilities arising from product liability, or warranty claims for products manufactured or sold by Sellers prior to the Closing Date; and (exi) subject to Section 8.02, any liability or obligation Liabilities for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred Accounts Payable and Accrued Expenses in or attributable to any Post-Closing Tax Periodexcess of $4,675,000.

Assumption of Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Buyer agreeswill assume, effective on as of the Effective Closing Date, to assume and will, from and after the Closing Date, perform, satisfy and discharge, only the following liabilities and obligations Liabilities of Seller (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached heretoAccounts Payable, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior Accrued Expenses, all accrued but unpaid vacation days up to the Closing Date or the applicable Transfer Date for each Employee who becomes a Transferred Employee, and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld Accrued Rebates whether arising prior to, on or delayed) in the ordinary course of business prior to after the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Date; (b) liabilities set forth all Liabilities of Seller under the Assigned Real Property Leases, Assigned Contracts and Assigned Approvals (including all Liabilities arising out of, or relating to, 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 instrument described on Schedule 3.6(b)(iv), but in each case only to the extent relating to the period from and after the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Date; (c) liabilities 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 on to the Closing Statement for unearned revenue, provided that contrary in Section 6.5 (but subject to the aggregate amount reimbursement obligations of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"Buyer therein);; and (d) liabilities which relate to periods on all Liabilities arising out of, relating to, or after otherwise in respect of, the Effective Date Radiopharmacy Business or Purchased Assets in respect of which prorations are made under Section 2.08 the period from and liabilities which relate to periods prior to after the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodDate.

Assumption of Liabilities. Upon (a) On the terms and subject to the conditions of set forth in this Agreement, Buyer agreesat the Closing, Purchaser shall assume, effective on as of the Effective DateClosing, to assume and shall timely perform and discharge in accordance with their respective terms, only the following specific liabilities and obligations of Seller Sellers set forth below (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (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 listed on Schedule 2.02(a) attached hereto, will 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 prior to entry of such Order); (ii) Contracts entered into Current wages, salary and commissions for Employees payable by Seller Sellers (provided, however, Assumed Liabilities shall be deemed to not include any other obligation to, or benefits for, Employees including any severance, continuation, bonuses or benefits payable in connection with subscribers change of control provisions or otherwise, except to the 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 the ordinary course date hereof; (iv) accrued vacation costs for the Continuing Employees to the extent accrued on Seller’s books and records as of business 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 on or prior to the Closing 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; (iiix) 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 Contracts entered into accrued and unpaid expenses or obligations incurred by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business 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; (but excluding xiv) up to $25,000,000 of Liabilities arising after the Petition Date in all 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 foregoing cases any liabilities or obligations attributable 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 any failure an aggregate of $3,000,000 in Winddown Costs, to be paid by Seller to comply with Purchaser upon presentation by Debtors of invoices reflecting the terms thereof);payee, the amounts due and other reasonable documentation. (b) liabilities set forth on the Closing Statement Nothing in this Section 2.3 shall prohibit Purchaser from asserting or pursuing any claims or offsets it may have against any Person related to refund the security deposits any Assumed Liability or contesting any Assumed Liability, whether pursuant to the customers who are entitled to receive same in accordance with the terms of their service any agreement or contract, provided under Law or in equity. (c) To the extent that any Liability under any clause of Section 2.3(a) exceeds the aggregate amount of liabilities such Liability specifically assumed hereunder does not exceed the aggregate liability for by Purchaser pursuant to such amount set forth clause, Purchaser shall, in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (cits 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) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, extent it exceeds any liability dollar limitation in such clause or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred otherwise outside any other limitation in or attributable to any Post-Closing Tax Periodsuch clause.

Assumption of Liabilities. Upon the terms and subject Subject to the conditions exceptions and exclusions of this AgreementSECTION 2.3, Buyer agrees, effective Purchaser agrees that on the Effective Closing Date, Purchaser will assume and agree to assume perform and pay when due the following liabilities and obligations of Seller (collectively, the "ASSUMED LIABILITIESLiabilities"): (a) all All liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers reflected in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all Balance Sheet Report dated as of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereofMeasurement Date (except as hereinafter expressly set forth); (b) Liabilities and obligations of the Business incurred in the 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 obligations of Seller set forth herein; however, notwithstanding the foregoing or any provisions hereof to the contrary, the term "Liabilities" shall not include, and Purchaser shall not assume nor be deemed to have 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 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; (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 Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodDate.

Assumption of Liabilities. Upon (a) Buyer assumes no liabilities of, or related to, CRM. Except as expressly set forth in Section 2.5(b), neither the terms and subject to the conditions execution of this AgreementAgreement nor the consummation of the transactions contemplated herein shall obligate Buyer to pay any fixed or contingent, known or unknown, secured or unsecured obligation, debt or liability of Seller or any Shareholder, whether arising before or after the Closing, it being the express intention of the 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, indebtedness to banks and other financial institutions, indebtedness to current and former employees, officers, directors or shareholders of Seller, and, liability for payment of any and all accrued and unpaid salaries and wages, sick pay, vacation pay, time off or pay in lieu thereof, and any employee benefit due any employee. (b) Notwithstanding the foregoing, Buyer agrees, effective on the Effective Date, agrees to assume the following liabilities and obligations of Seller Seller, and no others (the "ASSUMED LIABILITIESAssumed Liabilities"): (ai) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed set forth on Schedule 2.02(a2.5(b) attached 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; (ii) Contracts entered into accounts payable then current and as agreed to in writing by Buyer and Seller with subscribers in the ordinary course of business at or prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid BuyerClosing; and (eiii) subject accrued payroll for the employees of Seller that will be employed by Buyer or an Affiliate of Buyer immediately after the Closing, and associated payroll taxes for the Seller's current payroll period in which the Closing Date occurs, as agreed to Section 8.02, any liability in writing by Buyer and Seller at or obligation for Taxes arising from or with respect prior to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodClosing.

Assumption of Liabilities. Upon From and after the terms and subject to the conditions of this AgreementClosing Date, Buyer agreesshall assume and fully pay, effective on the Effective Datedischarge, to assume satisfy and perform when due, the following liabilities or obligations listed in clauses (a) through (g) of this Section 2.3, whether now existing or hereafter arising, primary or secondary, direct or indirect, known or unknown, fixed or contingent, and specifically excluding any Excluded Liabilities; provided, however, that clauses (a)-(e) and (g) of this Section 2.3 shall not include any liabilities or obligations in respect of Seller Taxes, which shall be governed exclusively by clause (f) herein (such assumed debts, obligations, liabilities and commitments are collectively referred to herein as the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all All obligations, liabilities and obligations commitments of Seller Seller, the Selling Subsidiaries or any of their respective Affiliates to the extent arising under or relating to the Transferred Contracts or the Transferred Authorizations and Certifications, in 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 respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to and, if applicable, the Closing 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 (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereofe); (bd) All obligations, liabilities and 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 Section 2.3(e)), exclusively relating to Products to the extent sold by the Business on or after the Closing Statement Date; (e) All obligations, liabilities or commitments for manufacturer’s coupons relating to refund 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 security deposits Closing Date and (z) received by the clearinghouse for reimbursement more than 75 days after the Closing Date, but solely to the customers who extent such Products are entitled sold on or after the Closing Date; or (ii) issued, granted, delivered or otherwise made available by Buyer on or after the Closing Date; (f) Subject to receive same 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 their service contractthis Agreement, provided that in each case of clause (i) and (ii), exclusively in respect of the aggregate amount operation of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in Business to the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods extent on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodDate.

Assumption of Liabilities. Upon Effective as of the terms 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 conditions Business (ii) each obligation of this Agreement, Buyer agrees, effective on the Effective Date, Assignor to assume be performed after the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising Closing Date with respect to post-Closing periods under (i) the Transferred Assets and the Assigned Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) each other liability of the Assignor thereunder (including liabilities for any other Contracts entered into by Seller with the consent breach of Buyer (which consent is not to be unreasonably withheld a representation, warranty or delayed) in the ordinary course of business prior covenant, or for any claims for indemnification contained therein), to the Closing (but excluding in all extent and only to the extent that such liability is due to the actions of the foregoing cases Assignee (or any liabilities of the Assignee's affiliates (other than the Assignor), representatives or obligations attributable to any failure by Seller to comply with the terms thereof); (bagents) liabilities set forth on after the Closing Statement to refund Date (collectively, the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIESAssumed Liabilities"); (c) liabilities set forth on the Closing Statement for unearned revenue. The Assignee shall not assume, provided that the aggregate amount of liabilities assumed hereunder does and shall not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate be obligated to periods on pay, perform or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02discharge, any liability or obligation of the Assignor other than the Assumed Liabilities (whether or not related to the Transferred Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for Taxes arising from any other claim, loss or liability relating to any act, omission or breach by the Assignor with respect to the Purchased AssetsBusiness, the System Transferred Assets or the System Operations which is incurred Assigned Contracts, for any claim, loss or liability related to the Excluded 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 or attributable the prospectus attached hereto (the "Prospectus") under the caption "Legal Proceedings", shall be Excluded Liabilities except to any Post-Closing Tax Periodthe extent expressly assumed as provided in Schedule 1.3.

Assumption of Liabilities. Upon As of the terms Effective Time, Buyer shall, pursuant to a Xxxx of Sale, Assignment and subject to the conditions of this Assumption Agreement, Buyer agreessubstantially in the form attached hereto as Exhibit B (the “Xxxx of Sale, effective on the Effective DateAssignment and Assumption Agreement”), to assume assume, pay, and perform in accordance with their terms only the following liabilities and obligations of Seller (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations trade accounts payable of Seller arising with respect to post-Closing periods under outstanding as of the Effective Time and incurred in the Ordinary Course of Business that are listed (iby creditor and invoice) the Contracts listed on Schedule 2.02(a) attached hereto1.03(a), (ii) Contracts entered into by Seller with subscribers in the ordinary course of business 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 (iiiii) any credit, offset, defense, claim, remedy or other Contracts entered into by Seller with the consent of Buyer (which consent is not right related to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all any of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof(“Assumed Accounts Payable”); (b) all current liabilities set forth for accrued but unused vacation pay, sick pay and personal time off as of the Effective Time, and any 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 Statement pursuant to refund the security deposits Section 7.03, subject to the customers who are entitled to receive same subsequent adjustment in accordance connection with the terms calculation of their service contractClosing Net Working Capital, provided that and (ii) any credit, offset, defense, claim, remedy or other right related to any of the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement foregoing ("CLOSING DEPOSIT LIABILITIES"“Employee Accruals”); (c) liabilities set forth 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 Statement for unearned revenuepursuant to Section 7.03, provided that subject to subsequent adjustment in connection with the aggregate amount calculation of liabilities assumed hereunder does not exceed Closing Net Working Capital, and (ii) any credit, offset, defense, claim, remedy or other right related to any of the aggregate liability for such amount set forth in the Closing Statement foregoing ("CLOSING UNEARNED REVENUE LIABILITIES"“Assumed Accrued Expenses”);; and (d) liabilities which relate and obligations arising under the Purchased Contracts (“Deferred Revenue”), the Purchased Leases and the Real Property Leases, but only to periods the extent that such liabilities and obligations are first required to be performed on or after the Effective Date Time and arise out of the written terms or, to the extent described in respect Schedule 1.01(h) or Schedule 1.01(i), oral terms of which prorations are made under Section 2.08 such Purchased Contracts, Purchased Leases and Real Property Leases as provided by Seller to Buyer, and specifically excluding liabilities which relate to periods 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 Date for which Seller has paid Buyer; and (e) subject to Section 8.02Time, including, without limitation, any liability or obligation for Taxes arising from any transfer or with respect assignment pursuant to the this Agreement in contravention of such Purchased AssetsContracts, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodPurchased Leases and Real Property Leases.

Assumption of Liabilities. Upon (a) Subject to the terms and subject conditions hereof, at Closing the Buyer Parties shall assume and agree to the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume pay and discharge when due the following liabilities relating to the Assets and obligations of Seller existing at or arising on or after the Closing Date (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) liabilities, obligations and commitments relating exclusively to the Contracts listed Business or the Assets that are (x) reflected on Schedule 2.02(athe Audited Balance Sheet or (y) attached hereto, (ii) Contracts entered into by Seller with subscribers incurred after the date of the Audited Balance Sheet in the ordinary course of business consistent with prior to the Closing practice and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contractthis Agreement, provided that except, in each case, for (A) 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 aggregate amount of liabilities extent specifically assumed hereunder does by Buyer pursuant to Article VI, and (E) intercompany accounts payable which do not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")represent trade accounts payable; (cii) liabilities liabilities, obligations and commitments (x) arising out of the agreements set forth on Schedule 2.7(a) (or not required to be set forth therein because of the Closing Statement for unearned revenueamount involved), provided that the aggregate amount of liabilities assumed hereunder does but not exceed the aggregate including any obligation or liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods any breach thereof occurring prior to the Effective Closing Date for which Seller has paid Buyeror (y) listed on Schedule 1.3(a)(ii); and (eiii) subject to Section 8.02, any liability or obligation for Taxes arising from or with liabilities in respect of Transferred Employees to the Purchased Assetsextent specifically assumed by Buyer pursuant to Article VI. (b) At Closing, Buyer shall, or shall cause one of the System 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 System Operations which is incurred foreign Assumed Liabilities in or attributable to any Post-Closing Tax Periodaccordance with the respective Foreign Acquisition Agreement.

Assumption of Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, Buyer agreesat the Closing, Purchaser shall assume, effective on as of the Effective DateClosing, to assume only the following liabilities and obligations Liabilities of Seller (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities Liabilities arising from and obligations after the Closing under or related to the Customers’ accounts set forth on Schedule 5.16(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 Seller such Customers’ accounts and Purchased Contracts pursuant to Section 2.5(c), and specifically excluding any liability or obligation relating to or arising with respect to post-Closing periods under out of such Customers’ accounts and Purchased Contracts as a result of any (i) breach of such Customers’ accounts or Purchased Contracts by Seller occurring prior to the Contracts listed on Schedule 2.02(a) attached heretoClosing Date, (ii) Contracts entered into violation of Law by Seller with subscribers in the ordinary course of business occurring prior to the Closing and with respect to such Customers’ accounts or Purchased Contracts, or (iii) any breach or other amounts due and owing from Seller pursuant to such Customers’ accounts or Purchased Contracts entered into primarily as a result of the transactions contemplated by Seller with the consent of Buyer (which consent is not to be unreasonably withheld this Agreement and arising on or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Closing; (b) liabilities all Liabilities to the customers set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")WIP Schedule; (c) liabilities set forth on the Closing Statement for unearned revenue, provided all Liabilities with respect to Taxes that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")are allocable to Purchaser pursuant to Section 11.2; (d) liabilities which relate 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 periods 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 Liabilities incurred, accrued or arising on or after the Effective Closing Date in respect connection with the conduct or operation of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid BuyerBusiness or the use or ownership of the Purchased Assets; and (eh) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodall Liabilities set forth on Schedule 2.3(h).

Assumption of Liabilities. Upon On the terms and subject to the conditions of contained in this Agreement, at Closing Buyer agreesshall assume, effective on become liable for and agree to pay, discharge and perform, as the Effective case may be, the following Liabilities, whether incurred or arising before or after the Closing Date, to assume the following liabilities and obligations of Seller other than Excluded Liabilities (the collectively, "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities and obligations Liabilities of Seller arising with respect relating exclusively to postthe ownership or conduct of the Business reflected on the Year-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers End Balance Sheet or incurred in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into but not required by Seller with the consent of Buyer (which consent is not GAAP to be unreasonably withheld reflected thereon, or delayed) incurred in the ordinary course of business prior to since the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Balance Sheet Date; (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance Liabilities associated with the terms Assumed Contracts, customers and suppliers arising from the conduct of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Business; (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount Other than as set forth in Section 1.6(a), Liabilities for Taxes with respect to the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")ownership or use of the Purchased Assets or the conduct or operation of the Business; (d) liabilities which relate Other than as set forth in Section 1.6(c) and (e), Liabilities 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 periods on any Employees or after former Employees of the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid BuyerBusiness; and (e) subject Other than as set forth in Section 1.6(f), Liabilities relating to Section 8.02, any liability Action asserted against Seller that is set forth on Schedule 2.12 or obligation for Taxes any other Action arising from out of the ownership or with respect to use of the Purchased Assets, the System Assets or the System Operations which is incurred conduct or operation of the Business by Seller (provided that the foregoing shall not limit the effectiveness of Seller's representations pursuant to Article 2 or Buyer's right to indemnification in or attributable to any Post-Closing Tax Periodaccordance with the provisions of Article 10).

Assumption of Liabilities. Upon the terms On and subject to the terms and conditions of this Agreement, Buyer agreesshall assume and become responsible for all of the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, effective 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 Effective DateClosing; (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 assume the following 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 "ASSUMED LIABILITIES"): one hand and Buyer on the other hand entered into on or after the date of this Agreement); (ae) 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 of Seller arising with respect to post-Closing periods under any Assigned Contract (iand all liabilities for any breach, act or omission under any Assigned Contract) the Contracts listed arising on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business or prior to the Closing Closing; and (iiig) all other liabilities and obligations for which Buyer does not expressly assume any other Contracts entered into liability (collectively, the "Excluded Liabilities"). Seller agrees to provide for each of the Excluded Liabilities either by Seller with payment or under the consent Plan. Buyer's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior as compared to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by rights and remedies which such parties would have had against Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does had this Agreement not exceed the aggregate liability for such amount set forth in the Closing Statement (been consummated. The "CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer agreesAsset Buyers agree, effective on at the Effective Datetime of Closing, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations arising in connection with or related to the operation of Seller arising with the Business by Buyers subsequent to the Closing, to the extent not constituting Excluded Liabilities; (b) liabilities in respect to post-Closing periods under (i) of trade creditors accrued on the Contracts listed on Schedule 2.02(a) attached heretoReference Balance Sheet, (ii) Contracts entered into by Seller with subscribers or incurred in the ordinary course of business prior following the Reference Balance Sheet Date, and not discharged as of the Closing, but only to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth extent reflected in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Balance Sheet; (c) liabilities set forth on 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 Statement for unearned revenueor (ii) in any period prior to Closing, provided that and, in the aggregate amount case of liabilities assumed hereunder does not exceed (ii) only, to the aggregate liability for such amount set forth extent reflected in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Balance Sheet; (d) liabilities which relate to periods on Environmental Liabilities arising from or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior related to the Effective Date for which Seller has paid Buyer; andownership or the operation of the Business or the Purchased Assets subsequent to the Closing; (e) subject (i) liabilities, obligations and commitments to the customers of the Business for products manufactured on or prior to the Closing by the Business based on damage or quality claims and (ii) product liability arising out of products manufactured on or prior to the Closing; (f) other than as set forth in Section 8.026.07(c), any liability or obligation for Taxes liabilities in respect of value added Taxes, if any, arising from or in connection with the transaction contemplated hereby 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 Purchased AssetsEffective Time; (h) all of the liabilities of TCMS, the System Inc., except as provided for in Section 2.04(g); or (i) other liabilities listed or the System Operations which is incurred in or attributable to any Post-Closing Tax Perioddescribed on Schedule 2.03(i).

Assumption of Liabilities. Upon On the terms and subject to the conditions contained herein and 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 agreesthe Purchaser shall assume and agree to pay, effective on the Effective Date, to assume perform and discharge in accordance with their terms all of the following obligations, debts and liabilities of the Seller and obligations of Seller no others (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities accounts payable and obligations other accrued expenses (other than any intracompany accounts payable) as of Seller arising with respect to post-the Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached heretoDate, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior each case that relate to the Closing and (iii) any other Contracts entered into by Seller with Assets, as reflected on the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Accounting Records; (b) liabilities set forth on with respect to Mortgage Loans acquired by Xxxxxx Xxx, Freddie Mac or Xxxxxx Xxx 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 Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Date; (c) liabilities set forth with respect to Mortgage Loans other than GSE Mortgage Loans, all obligations imposed on the Closing Statement for unearned revenue, provided that servicer under the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in Servicing Agreements from and after the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES");Date; and (d) liabilities which relate to periods on or after all obligations of the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to (i) the Purchased lawsuits, judgments, claims or demands listed on Schedule 2.03(c), and (ii) any additional lawsuits, judgments, 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 of the Assets, but only to the System extent 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 System Operations which Seller in its reasonable judgment (as evidenced by written notice thereof given to the Purchaser), if such determination is incurred in made (and such notice is provided) within sixty (60) days after the Closing Date, or attributable to any Post-Closing Tax Periodby the mutual agreement of the Purchaser and the Seller, if such determination is after such sixty (60)-day period.

Assumption of Liabilities. Upon Except as otherwise expressly set forth herein or, if applicable, in the terms and subject to Interim Servicing Agreement, upon the conditions satisfaction or waiver of each condition precedent specified in Section X.A of this Agreement, Buyer agrees, effective on the Effective Date, to Purchaser shall assume the following liabilities and obligations obligations, each without the execution or delivery of Seller (any additional document, on the "ASSUMED LIABILITIES"):Closing Date: (a) all liabilities and 1. All of the obligations of Seller arising with respect after the Cut-Off Time to post-Closing periods perform under (i) the Contracts listed on Schedule 2.02(a) attached heretoCardholder Agreements, (ii) Contracts entered into by Seller with subscribers and the Security Agreements included in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not Accounts to be unreasonably withheld or delayed) in the ordinary course of business prior Sold (excluding obligations for Account Benefits pursuant to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereofArticle III); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject 2. All of the obligations of Seller arising after the Cut-Off Time to Section 8.02, any liability or obligation for Taxes arising from or perform with respect to the Purchased AssetsAccounts 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 System “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 System Operations which is incurred in operation of the Seller’s business prior to, at or attributable after the Cut-Off Time. 4. Seller expressly retains all liability arising out of or from the Account Benefits, including, but not limited to, points and the cost of the possible redemption of such points prior to any Postthe Cut-Closing Tax PeriodOff Time. Purchaser assumes liability for points and redemption thereof after the Cut-Off Time.

Assumption of Liabilities. Upon (a) Except as otherwise specifically provided in this Section 1.4, (i) in connection with the terms transfer of the Assets from Seller to Holdings, Holdings shall assume and subject agree to pay, discharge or perform, as appropriate, the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller (1) that accrue or arise after the Closing under the leases of the Leased Properties, the Holdings Contracts, and the Equipment Leases and (2) those that are set forth on SCHEDULE 1.4(A) (the "ASSUMED LIABILITIES"): (a) all liabilities ); and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in at the ordinary course of business prior Closing, Purchaser shall agree to cause Holdings to pay, discharge or perform, as appropriate, the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof);Assumed Liabilities. (b) Notwithstanding Section 1.4(a), it is expressly understood that, other than obligations and liabilities set forth on expressly assumed in Section 1.4(a), Purchaser shall not be liable for, and shall not assume, any of Seller's or Holdings' obligations or liabilities, whether known or unknown, matured or unmatured, fixed or contingent, including but not limited to liabilities relating to events occurring prior to the Closing, any Taxes (as hereinafter defined, other than those prorated as of the Closing Statement 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 refund the security deposits Closing, other than Assumed Liabilities. Seller shall remain obligated to the customers who are entitled to receive same in accordance with the terms pay and discharge any of their service contract, provided its liabilities and obligations not expressly assumed hereby. Seller hereby agrees that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount it will indemnify Purchaser as set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) Section 6.2 for any liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities Seller not expressly assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject by Purchaser pursuant to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period1.4(a).

Assumption of Liabilities. (a) Upon the terms and subject to the terms and conditions of this Agreement, the Buyer agreesshall assume and become responsible for, effective on from and after the Effective DateClosing, to assume only the following liabilities and obligations of Seller Liabilities (the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed Liabilities specified on Schedule 2.02(a1.2(a); (ii) attached heretoexpress contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and or (iii) any other Contracts entered into by Seller with of this Section 1.2(a), but only to the consent of Buyer (which consent is not to be unreasonably withheld or delayed) extent and in the ordinary course of business prior to amounts provided for on the Final Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof);Statement. The Buyer will assume no other Liabilities whatsoever. (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with Notwithstanding the terms of their service contract, provided that the aggregate amount Section 1.2(a) or any other provision of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior this Agreement to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assetscontrary, the System Buyer shall not assume or become responsible for, and the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodSellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, Buyer agreesat the Closing, Purchaser shall assume, effective on as of the Effective DateClosing, to assume and shall timely perform, pay and discharge in accordance with their respective terms, the following liabilities and obligations Liabilities of Seller (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations Liabilities resulting from, arising out of Seller arising with respect or related to post-the Purchased Contracts that are incurred or required to be paid, performed or otherwise discharged on or after the Closing periods under (i) the Date, other than for breaches or violations of such Purchased Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business occurring prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Date; (b) liabilities set forth on 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 Statement Date and Liabilities assumed by Purchaser pursuant to refund the security deposits to the customers who are entitled to receive same in accordance with the terms Section 8.5 of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")this Agreement; (c) liabilities Liabilities arising from the Products sold by Purchaser after the Closing Date, relating to product liability, warranty, refund or similar claims or returns, adjustments, allowances or repairs. (d) Liabilities constituting, or arising in connection with, accounts payable to Catena Holding b.v. with respect to the Catena Agreement from and after the Closing Date (regardless of when incurred), as set forth on Schedule 2.3(d) of the Closing Statement for unearned revenue, provided that Seller Disclosure Schedule (the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"“Purchaser Assumed Accounts Payable”); (de) liabilities which relate excise, value added, registration, recording, documentary, filing, conveyancing, sales, use, stamp, transfer, real or personal property, ad valorem and other similar Taxes applicable to periods on the 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 Transferred Employees arising after the Effective Date in Closing (other than those, if any, expressly retained by Seller pursuant to this Agreement), and, solely with respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date Inventory, all Liabilities arising after the applicable Inventory Transfer Date; (g) Liabilities for which Seller has paid BuyerTaxes relating to the Purchased Assets for all taxable periods (or portions thereof) beginning after the Closing Date, apportioned as set forth in Section 11.1(b); and (eh) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodall other Liabilities that are expressly assumed by Purchaser under this Agreement.

Assumption of Liabilities. Upon (a) On the terms and subject to the conditions of set forth in this Agreement, Buyer agreesPurchaser shall assume, effective on at the Effective DateClosing, to assume only the following Liabilities of Seller (the “Assumed Liabilities”): (i) the obligations and liabilities set forth on Schedule 1.3(a) (the “Transferred Liabilities”) to be delivered by Seller to Purchaser at Closing, which Transferred Liabilities shall not exceed an amount necessary to make the representation in Section 2.15 accurate as of the Closing; (ii) the obligations and liabilities relating to the operation of the Business by Purchaser or the Transferred Assets that first arise after the Closing; (iii) the obligations and liabilities of Seller under the Transferred Contracts that first arise after the Closing; and (iv) the wages, salaries or other Liabilities relating to the Transferred Employees with respect to the employment of such Transferred Employees for the period of time that they are employed by Purchaser or any of its Affiliates following the Closing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume any liabilities or obligations of Seller (whether or not related to the "ASSUMED LIABILITIES"): Transferred Assets or the Business and whether or not incurred prior to, at or following the Closing) other than the Assumed Liabilities (athe “Retained Liabilities”). Specifically, but not in limitation of the foregoing sentence, the following Liabilities shall be deemed to be Retained Liabilities: (i) any actual or alleged breach of or default under any Transferred Contract occurring on or prior to the Closing; (ii) any violation of a Legal Requirement, product liability, tort or infringement occurring on or prior to the Closing; (iii) any Proceeding relating to any of the foregoing. The Retained Liabilities shall also include any and all liabilities and obligations of Seller arising Liabilities with respect to postthe employment of the employees of the Business that arise from or relate to the period of time that such employees were employed by the Seller or any of its Affiliates, any and all Liabilities that arise from or relate to the termination of any such person’s employment with the Seller or any of its Affiliates, and any and all Liabilities related to the Seller Plans (as such term is defined in Section 2.17). (c) The parties agree that any Liabilities associated with any property Taxes payable by any party hereto in connection with the Business for a Tax period including the Closing Date, or any refunds, credits or offsets of such property Taxes associated with the Business for such period, will be allocated between Purchaser, on the one hand, and Parent and Seller, on the other hand, on a straight-Closing periods under (i) line proportionate basis for any such Tax period based on the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into number of days the Business is controlled by Parent and Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into the number of days the Business is controlled by Seller with Purchaser following the consent Closing. For the avoidance of Buyer (which consent is doubt, the preceding sentence shall not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable apply to any failure income Taxes or Taxes covered by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period1.4.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer agreesshall assume and shall thereafter be obligated for, effective on the Effective Dateand shall agree to pay, to assume perform and discharge in accordance with their terms, the following obligations and liabilities of the Seller Parties, LIN or their respective Affiliates, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities and obligations arising with, or relating to, the operation of Seller (the "ASSUMED LIABILITIES"):Station, including the owning or holding of the Purchased Assets, that are attributable to the period from and after the Closing Date; (aii) all accounts payable and accrued expenses reflecting expenses and costs incurred by the Business in the ordinary course prior to the Closing, to the extent constituting Current Liabilities; (iii) subject to Section 5.6, all liabilities and obligations under the Station Agreements and other Assumed Contracts (except to the extent that such liabilities or obligations were required by the terms thereof to be discharged prior to the Closing), in each case, excluding any liability or obligation relating to a breach or alleged breach thereof by the Seller Parties, LIN or their respective Affiliates; (iv) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (v) all liabilities and obligations of Seller arising with respect expressly assumed by the Buyer or its Affiliates pursuant to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all Section 6.2 hereof. All of the foregoing cases any liabilities or obligations attributable to any failure be assumed by Seller the Buyer hereunder are referred to comply with herein as the terms thereof);“Assumed Liabilities.” (b) The Buyer shall not assume or be obligated for any of, and the Seller Parties, LIN and their respective Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge all of, their liabilities set forth on or obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by the Closing Statement Buyer Parties under Section 2.3(a) (herein referred to refund the security deposits as “Excluded Liabilities”) and, notwithstanding anything to the customers who are entitled to receive same contrary in accordance with Section 2.3(a), each of the terms following shall be Excluded Liabilities for purposes of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount this Agreement: (i) except as otherwise set forth in Section 6.1 hereof, all liabilities in respect of Taxes of the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Seller Parties, LIN or their respective Affiliates; (cii) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount other than as set forth in Section 6.2, any of the Closing Statement liabilities of obligations under the employee benefit agreements, plans or arrangements of the Seller Parties, LIN or their respective Affiliates ("CLOSING UNEARNED REVENUE LIABILITIES")including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (diii) all liabilities, including with respect to severance, relating to any former employee of a Seller Party, LIN or any of their Affiliates, except for liabilities which relate relating to periods on Transferred Employees expressly assumed pursuant to Section 6.2; (iv) any intercompany payables of the Business owing to any of the Affiliates of the Seller Parties or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid BuyerLIN; and (ev) subject to Section 8.02any of Seller Parties', any liability LIN’s and their respective Affiliates’ liabilities or obligation for Taxes arising from or with respect to the Purchased Assets, the System obligations under this Agreement or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodAncillary Agreements.

Assumption of Liabilities. Upon (a) At the terms closing, Purchaser shall assume and subject to the conditions of this Agreementbecome responsible for, Buyer agreesand shall thereafter pay, effective on the Effective Dateperform, to assume and discharge as and when due, only the following liabilities and obligations of Seller (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (ai) 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 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; and (iii) all liabilities and obligations of Seller arising with respect to post-on or after the Closing periods Date under (i) the Contracts listed on Schedule 2.02(a2.3(a)(iii) attached hereto(the “Assumed Contracts”), other than Retained Liabilities. (b) Notwithstanding anything to the contrary contained in Section 2.3(a), Purchaser shall not 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 Business other than the Assumed Liabilities, including, without limitation, any of the following (collectively, the “Retained Liabilities”): (i) all accrued expenses of Seller not included in Section 2.3(a)(ii), including the accounts set forth on Schedule 2.3(b)(i); (ii) Contracts entered into 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 with subscribers in the ordinary course of business prior to the Closing and Date; (iiiiv) any other Contracts entered into by Seller with the consent liability under any Assumed Contract that arises out of Buyer (which consent is not or relates to be unreasonably withheld any breach or delayed) in the ordinary course of business violation that occurred prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Date; (bv) liabilities 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 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 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 the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Schedule 5.8 ; (cxiv) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability of Seller or obligation 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 from or in connection with, the transactions contemplated by this Agreement, and (C) Taxes with respect to the Purchased Assets, Assets arising on or prior to the System Closing Date or with respect to any Tax periods (or portions thereof) ending on or prior to the Closing Date; (xv) any liability or obligation of any Person relating to a Hazardous Substance in connection with the Business or the System Operations which is incurred in Leased Real Property that arises out of or attributable relates to any Post-action that occurred prior to the Closing Tax PeriodDate; (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 to any loans, management fees, and any accrued interest related thereto, from or owed to any Affiliate of Seller or any Affiliate of any Member; (xvii) any liability under any Assumed Contract, if either (A) Seller shall not have obtained or (B) Purchaser shall not have waived in writing Seller’s obligation hereunder to obtain, on or prior to the 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; (xviii) any liability that is inconsistent with or constitutes an inaccuracy in, or that arises or exists by virtue of any breach of, (A) 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 termination of the employment of Xxxxx Xxxxx or Xxxxx Xxxxxxxxx.

Assumption of Liabilities. Upon (a) Subject to and upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective on as of the Effective Closing Date, Purchaser agrees to assume from Sellers and to thereafter pay, perform and/or otherwise discharge in a timely manner only the following liabilities and obligations Liabilities of Seller Sellers to the extent that such Liabilities are not Excluded Liabilities (the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) Liabilities arising from and after the Closing Date under the Assumed Contracts listed on Schedule 2.02(aother than Liabilities arising from any tort, infringement or violation of law by Sellers that occurred (or arose from facts occurring) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing Date, and (iiiB) Liabilities arising from any other breach or default of any Assumed Contracts entered into by Seller with to the consent of Buyer extent occurring (which consent is not to be unreasonably withheld or delayedarising from facts and/or activities occurring) in the ordinary course of business on or prior to the Closing Date; (but excluding in all of ii) the foregoing cases any liabilities or obligations attributable Accounts Payable (to any failure by Seller to comply with the terms thereofextent reflected on the Closing Statement); (biii) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid BuyerLease; and (eiv) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect the Warranty Reserve (to the Purchased Assetsextent reflected on the Closing Statement). (b) Nothing herein shall be deemed to deprive Purchaser or any Affiliate of Purchaser of any defenses, set-offs or counterclaims which Sellers may have had or which Purchaser, or Purchaser, shall have (to the System or extent relating to the System Operations which is incurred in or attributable Assumed Liabilities) to any Post-Closing Tax Periodof the Assumed Liabilities (the “Defenses and Claims”). Effective as of the Closing, Sellers agree to assign, transfer and convey to Purchaser all Defenses and Claims and agrees to cooperate with Purchaser to maintain, secure, perfect and enforce such Defenses and Claims.

Assumption of Liabilities. Upon (a) Subject to and upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective on as of the Effective Closing Date, Purchaser agrees to assume from Seller and to pay, perform and discharge according to their terms ONLY the following liabilities and obligations of Seller specified Liabilities (collectively, the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under “Assumed Liabilities”), but no others: (i) the Contracts listed on Schedule 2.02(a) attached heretoall Liabilities, if any, of Seller specifically set forth herein, (ii) Contracts entered into by Seller all Liabilities incurred with subscribers in the ordinary course of business prior respect to the Assets, including the Assumed Contracts, from and after the Closing Date, and (iii) any other Contracts entered into by Transfer Taxes, Fees and Property Taxes, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2. Purchaser shall not assume any Liabilities of Seller, and Seller shall remain liable for and shall discharge any and all Liabilities incurred with respect to the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in Assets, including the ordinary course of business Assumed Contracts, prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof);Closing. (b) liabilities set forth on the Closing Statement Nothing herein shall be deemed to refund the security deposits deprive Purchaser or any Affiliate of Purchaser, as applicable, of any defenses, set-offs or counterclaims that Seller has or may have had or that Purchaser, or any Affiliate of Purchaser, as applicable, shall have (to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior extent relating to the Effective Date for which Seller has paid Buyer; and (eAssumed Liabilities) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodof the Assumed Liabilities (the “Defenses and Claims”). Effective as of the Closing, Seller agrees to assign, transfer and convey to Purchaser all Defenses and Claims and agrees to cooperate with Purchaser to maintain, secure, perfect and enforce such Defenses and Claims.

Assumption of Liabilities. Upon (a) Subject to the terms and conditions of this Agreement, on the Closing Date, Vet Labs shall assign and Buyer shall assume and agree to pay, perform or otherwise discharge, in accordance with their respective terms and subject to the respective conditions of this Agreementthereof, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (ai) all obligations and liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached heretoindebtedness of the Joint Venture to Commerce Bank, N.A. secured by the Permitted Liens, (ii) Contracts entered into all obligations and liabilities in connection with or arising out of the use or ownership of the Assets by Seller with subscribers in the ordinary course of business prior Joint Venture, the Buyer or any successor to the business of the Joint Venture following the Closing Date, and (iii) any other Contracts entered into by Seller with all obligations and liabilities arising out of the consent business or operations of the Joint Venture (collectively, the “Assumed Liabilities”), and no others. Other than the Assumed Liabilities, the Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course assumes no obligations and liabilities of business prior Vet Labs, whether related to the Closing (but excluding in all of the foregoing cases any liabilities Assets or obligations attributable to any failure by Seller to comply with the terms thereof);otherwise. (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contractALL OBLIGATIONS AND LIABILITIES OF VET LABS, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenueWHETHER ACCRUED OR CONTINGENT, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02OR DUE OR NOT DUE, any liability or obligation for Taxes arising from or with respect to the Purchased AssetsWHICH ARE NOT SPECIFICALLY ASSUMED HEREIN, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodSHALL BE AND REMAIN THE SOLE OBLIGATIONS AND LIABILITIES OF VET LABS, AND BUYER SHALL HAVE ABSOLUTELY NO OBLIGATION OR LIABILITY WITH RESPECT THERETO.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer agrees, effective on the Effective Date, to shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and obligations of Seller (the "ASSUMED LIABILITIES"liabilities constitute Excluded Liabilities): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed liabilities arising out of or relating to the operation of the Station on Schedule 2.02(a) attached heretoor 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) Contracts entered into all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by Seller with subscribers the Business subsequent to the Balance Sheet date in the ordinary course of business 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 hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the 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” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the 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 liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) 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 and Date; (iiiix) all liabilities (x) arising out of any other Contracts entered into by Seller with the consent of Buyer (which consent Contract that is not an Assumed Contract or (y) relating to be unreasonably withheld any breach, default or delayednon-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 to any action, event, circumstance or condition occurring or existing prior the ordinary course Closing Date; (xi) other than as set forth in Section 6.2, any of business the liabilities 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 assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) 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 relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all 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 any group health plan of any of the Seller 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 3.22; (xvi) 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 under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodDate.

Assumption of Liabilities. Upon (a) As of the terms Closing Date, Buyer shall, without any further action on the part of Buyer or Sellers, assume and agree to pay, perform and discharge when due, and, subject to ARTICLE XVI, indemnify, defend and hold the conditions Seller Indemnitees harmless from all Claims and Damages to the extent arising from or related to each of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and or obligations of Seller (collectively, the "ASSUMED LIABILITIES"):“Assumed Liabilities”), provided, that the Assumed Liabilities shall not include the Excluded Liabilities: (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Any Obligation of Sellers expressly described in Schedule 2.02(a) attached hereto, 3.6; (ii) Contracts entered into by Seller with subscribers in the ordinary course All Obligations of business prior Sellers to the Closing and (iii) any other extent arising out of, incurred in connection with or related to the Assigned Contracts entered into but only such Obligations for goods or services received by Seller with the consent or on behalf of Buyer (which consent is not to be unreasonably withheld from and after the Effective Time or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who that are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods otherwise performable on or after the Effective Date Time; (iii) All Obligations of Sellers to the extent arising out of, incurred in connection with or related to the Contracts set forth in Schedule 9.19(e) in the event and to the extent such Contracts have been transferred and assigned to Pride Products prior to the Closing but only such Obligations for goods or services received by or on behalf of Pride Products from and after the Effective Time or that are otherwise performable on or after the Effective Time; (iv) All Obligations of Sellers attributable or relating to the period from and after the Effective Time under any Permit constituting Purchased Property; (v) Environmental Conditions of the Purchased Property existing as of the date hereof (excluding Environmental Conditions related to breaches by Sellers of the representations or warranties in Section 9.18, without regard to Section 14.2(a)) to the extent such Environmental Conditions require Remedial Action pursuant to Environmental Laws; (vi) All Environmental Liabilities owed to Third Persons (excluding current and former employees of Sellers and their Affiliates) for personal injuries or property damages to the extent related to or arising from Releases originating at, on, under or from the Tanks, Terminals, Pipelines or Real Property that occurred prior to the date hereof (excluding Environmental Liabilities related to breaches by Sellers of the representations or warranties in Section 9.18, without regard to Section 14.2(a)); (vii) all Obligations with respect to Third Party Inventory pursuant to Section 18.2; (viii) all Obligations in respect of prepaid deposits and expenses paid to Sellers by Third Person customers which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyerconstitute Purchased Property; and (eix) subject all other Obligations specifically assumed by Buyer pursuant to Section 8.02this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, the Parties expressly agree that Buyer is not assuming or otherwise becoming liable for, nor shall Buyer nor any of its Affiliates be deemed to have assumed or become liable for, any liability Obligation of Sellers or obligation for Taxes arising from or with respect their Affiliates (including Obligations related to the Purchased AssetsProperty, Business or operation of the System Refinery), whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory or otherwise, except as expressly provided in this Section 3.6 or as otherwise expressly provided for in this Agreement or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodRelated Agreements.

Assumption of Liabilities. Upon On the terms and subject to the conditions of this AgreementClosing Date, Buyer agrees, effective on the Effective Date, shall assume and agree to assume pay and perform only the following liabilities and obligations (collectively, the “Assumed Liabilities”): 2.3.1 The obligations of Seller (arising under the "ASSUMED LIABILITIES"):Assigned Contracts after the Closing Date, other than the obligations arising from any breach of an Assigned Contract by Seller on or prior to the Closing Date or from Seller’s failure to pay any accounts payable outstanding under an Assigned Contract as of the Closing Date that are not assumed by Buyer pursuant to Section 2.3.5; (a) all 2.3.2 All liabilities and obligations of Seller arising under or in respect of the Permits to the extent related to the period following the Closing Date; 2.3.3 All returns of Products following the Closing Date with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business Products sold or otherwise distributed prior to the 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 (iiiii) from any other Contracts entered into by customer of Seller which are returned solely as a result of Buyer, directly * Certain information has been omitted and filed separately with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller Commission. Confidential treatment has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or been requested with respect to the Purchased Assetsomitted portions. or indirectly, selling the System Products to such other customer [*]; and 2.3.4 All warranty claims (other than product liability claims, which 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 System Operations which is incurred 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 with respect to the sales promotions identified on Schedule 3.6.2 to the extent they are in effect on the Closing Date or attributable to any Post-cover periods following the Closing Tax PeriodDate.

Assumption of Liabilities. Upon On the terms and subject to the conditions of this Agreementset forth herein, Buyer agrees, effective on from and after the Effective Closing Date, to CRRA will assume and satisfy and perform all of the Liabilities of CL&P in respect of, or otherwise arising from the operation or use of the Acquired Assets, other than the Excluded Liabilities (as set forth in Section 2.4 below), including, without limitation, the following liabilities and obligations of Seller Liabilities (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods Environmental Liabilities, other than the Excluded Liabilities set forth in Section 2.4 below; (b) all Liabilities under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in and the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same Transferable Permits in accordance with the terms thereof, (ii) the contracts, leases and other agreements entered into by CL&P with respect to the Acquired Assets which would be required to be disclosed on Schedule 2.1(e) but for the exception provided in clause (iv) of their service contractSection 3.8(a), provided that in accordance with the aggregate amount terms thereof, and (iii) the contracts, leases, commitments and other agreements entered into by CL&P with respect to the Acquired Assets during the Interim Period consistent with the terms of liabilities assumed hereunder does this Agreement. Provided, however, Liabilities shall not exceed be included (x) in each case, to the aggregate liability extent such Liabilities, but for such amount set forth in a breach or default by CL&P, would have been paid, performed or otherwise discharged on or prior to the Closing Statement Date, or to the extent the same arise out of any such breach or default, or to the extent the same relate to performance rendered to CL&P prior to the Closing Date or ("CLOSING DEPOSIT LIABILITIES")y) as otherwise provided in Section 2.4; (c) liabilities set forth all Liabilities under the Permitted Encumbrances other than under or with respect to the exercise of the Reserved Easements; provided, however, Liabilities shall not be included to the extent such Liabilities, but for a breach or default by CL&P, would have been paid, performed or otherwise discharged on or prior to the Closing Statement for unearned revenueDate, provided that or to the aggregate amount extent the same arise out of liabilities assumed hereunder does not exceed any such breach or default, or to the aggregate liability for such amount set forth in extent the same relate to performance rendered to CL&P prior to the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Date; (d) liabilities all Liabilities relating to Employees for which relate to periods on or after the Effective Date in respect of which prorations are made CRRA is responsible under Section 2.08 5.7 and liabilities which relate to periods prior related Schedules; (e) to the Effective Date for which Seller has paid Buyerextent agreed by CRRA, all Capital Commitments; and (ef) subject all other Liabilities expressly allocated to Section 8.02, CRRA in this Agreement or in any liability or obligation for Taxes arising from or with respect to of the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodRelated Agreements.

Assumption of Liabilities. Upon The only obligations and liabilities ------------------------- to be assumed by the terms Buyer in connection with its acquisition of the Transferred Assets (the "Assumed Liabilities") are the accounts payable and subject accrued liabilities in the amounts set forth on the Sellers Balance Sheet (as defined in Section 2.04) and obligations under executory contracts listed thereon arising as a result of the operation of the Business after the Closing Date (provided such contracts are not in default and are assigned in writing by the Seller and the other party thereto, if necessary, and are delivered on or prior to the conditions of this Agreement, Buyer agrees, effective on the Effective Closing Date). The Sellers shall duly provide, to assume the following satisfaction of the Buyer, for the payment of all other liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business Sellers prior to the Closing and (iii) any other Contracts entered into by Seller with Closing. Except for the consent of Buyer (which consent is not to be unreasonably withheld or delayed) Assumed Liabilities in the ordinary course of business prior amount and to the Closing (but excluding extent provided in all of this Section, the foregoing cases Buyer shall not assume or be responsible for any liabilities or obligations attributable to which relate in any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits manner to the customers who are entitled to receive same in accordance with operation of the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods Business prior to the Effective Date Closing, and the Seller shall indemnify, defend, and hold the Buyer harmless from all of such obligations and liabilities. In lieu of direct assumption of the liabilities under his residential lease on the condominium in Palos Verdes, California, Xxxxxxxx shall remain directly liable on such lease but Buyer shall reimburse Xxxxxxxx for (i) lease payments on such lease in the amount of $1,575 per month and (ii) an amount not to exceed $200 per month for utilities (e.g. water, sewer, gas, telephone and electricity) and property taxes, assessments and other governmental charges, in each case only for the remainder of the lease term, which Seller has paid Buyer; and shall not exceed twelve (e12) subject to Section 8.02months from the date hereof. Without limiting the generality of the foregoing, Buyer is not assuming any liability liability, past, present or obligation future, for Taxes arising from any liabilities, acts or omissions of Sellers with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable regard to any Post-Closing Tax PeriodSellers Employee Plans (as defined in Section 2.16(a)) except for such Employee Plans listed on Schedule 2.16(a) attached ---------------- hereto.

Assumption of Liabilities. Upon (a) Without limiting Section 4(c) below, the terms parties agree and subject acknowledge that prior to the conditions Closing Date, Seller will pay or reserve against the following liabilities: (i) fees of this AgreementWendel, Rosen, Black & Xxxx LLP not to exceed $25,000; (ii) fees of Mah & Associates, LLP not to exceed $25,000; (iii) any accrued paid time off of employees and all other accrued employee benefits; (iv) an aggregate distribution not to exceed $200,000 to the shareholders of Seller on account of their reasonably anticipated tax liabilities for calendar year 2006 as a result of Seller’s status as an S corporation; and (v) all other liabilities of Seller, excluding the liabilities assumed by Buyer under Section 4(b) below. (b) On the Closing Date, effective upon consummation of the Closing, Buyer agrees, effective on shall assume and agree to discharge only the Effective Date, to assume the following liabilities and obligations of Seller identified on Exhibit D hereto (the "ASSUMED LIABILITIES"):“Assumed Liabilities”). (ac) all Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall not assume and shall not be liable for any liabilities and obligations of Seller, the Shareholders or the conduct of the Business by Seller of whatever nature whether presently in existence or arising hereafter, except for the Assumed Liabilities. All such liabilities and obligations, other than the Assumed Liabilities, shall be retained by and remain liabilities and obligations of Seller arising and the Shareholders, as the case may be (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, Buyer shall not assume and shall not be liable for any of the following liabilities or obligations of Seller or the Shareholders: (i) any and all taxes levied by and owing to any foreign, federal, state or local taxing authority with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, ownership or use of the Assets or Subsidiary’s assets by Seller or Subsidiary or the conduct of the Business by Seller or Subsidiary; (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable related to any failure the Excluded Assets or which are not directly incident to or arising out of or incurred with respect to the Business; (iii) all lawsuits, claims and other liabilities or obligations arising in connection with all actions, suits, claims, investigations or proceedings to the extent relating to the conduct of the Business by Seller to comply with or Subsidiary or the terms thereof); ownership of the Assets or Subsidiary’s assets by Seller or Subsidiary; (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (eiv) subject to Section 8.0212(d) below, all liabilities or obligations relating to the employment, failure to employ or termination of employment of any liability or obligation for Taxes arising from or individual with respect to the Purchased AssetsBusiness by Seller or Subsidiary or relating to or under any labor agreements or employee benefit or compensation arrangements, plans, programs, policies, practices or agreements, including, without limitation, severance or accrued vacation pay, of Seller or Subsidiary or for the benefit of employees of Seller or Subsidiary; (v) any liability arising under Environmental Laws (as such term is defined in Section 5(j) hereof) with respect to the conduct of the Business by Seller or Subsidiary; (vi) any indebtedness for borrowed money or otherwise of Seller, the System Shareholders or the System Operations which is incurred in Subsidiary; (vii) any amounts payable to Seller’s or attributable Subsidiary’s affiliates; (viii) any workers’ compensation claims relating to employees of Seller or Subsidiary; or (ix) all liabilities or obligations related to any Post-Closing Tax Periodand all agreements between Seller and Suppress Products, LLC.

Assumption of Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, Buyer agreesfrom the Closing Date and thereafter, effective on Purchaser shall assume, discharge and be solely responsible and liable for all liabilities and obligations with respect to the Effective DateDeposit Accounts, the Safe Deposit Business, the Advance Lines and the Negative Deposits, the Branches, the Service Contracts and the Property, which collectively may be referred to assume herein as the following “Assumed Liabilities“. At the Closing, Seller and Purchaser shall execute an Assignment and Assumption Agreement with respect to the Assumed Liabilities (the “Assignment and Assumption Agreement“) in the form of the attached Exhibit C. All liabilities and obligations of Seller (not expressly included in the "ASSUMED LIABILITIES"):Assumed Liabilities are excluded from the transactions contemplated by this Agreement, including without limitation, the following items: (a) all liabilities associated with cashier’s checks or other official bank checks and traveler’s checks issued by Seller; (b) all liabilities associated with accounts of Seller’s employees, officers and directors, other than accounts of Transferred Employees; (c) certificate of deposit accounts and XXX certificates that (a) are subject to any order, agreement or encumbrance that in any way restricts the payment of funds representing such account on the order of the depositor, or (b) are “brokered deposits“ (as that term is defined in 12 C.F.R. section 337.6(a)(2)); (d) all liabilities of Seller for violation of any terms of any contract or agreement relating to the Assumed Liabilities, the Purchased Assets, and the Real Property prior to Closing; and (e) all liabilities and obligations of Seller arising with respect relating to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers Branches that are not expressly included in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodAssumed Liabilities.

Assumption of Liabilities. Upon PRGI agrees to assume, from and after the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Closing Date, to assume only the following liabilities and obligations of Seller (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all obligations and liabilities and obligations of Seller relating to the Business arising with respect to post-Closing periods under (i) from and after the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers Effective Date in the ordinary course of business prior 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 Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not Business to be unreasonably withheld or delayed) 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 other service providers (including those to Seller if solely in Seller's capacity as an auditor) on accounts receivable collected prior to the Closing Effective Date; and (but excluding in v) all accounts payable, accrued expenses or other indebtedness due to the Seller as of the foregoing cases Effective Date under the Principal Agreement, or in connection with any liabilities advances to Associates or obligations attributable otherwise (except for certain commissions provided for in Section 2.2(c) below and advances by Owners used to any failure by pay normal trade payables of Seller to comply with incurred after the terms thereofEffective Date); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES");; and (c) liabilities set forth on the Closing Statement commission amounts for unearned revenueaudit services which will be owed by Seller to its Associates, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth auditors or other service providers (including to Seller, if solely in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date Seller's capacity as an auditor and in respect of which prorations are made under Section 2.08 and liabilities which relate to periods services performed prior to the Effective Date Date) upon collection of Accounts Receivable, Unbilled Claims and Work in Progress outstanding at the Effective Date. Except for which the Assumed Liabilities, PRGI shall not assume any debts or liabilities of Seller has paid Buyer; and (eof 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 limitation any contribution, tax, lien, penalty, cost, interest, claim, loss, action, suit, damage, cost assessment, withdrawal liability, liability to the PBGC, liability under Section 412 of the Code or Section 302(a)(2) subject to Section 8.02of ERISA, any or other similar liability or obligation for Taxes arising from expense of Seller or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable any ERISA Affiliate and PRGI shall not become a party to any Post-Closing Tax PeriodEmployee Benefit Plan as a result of any of the transactions contemplated by this Agreement.

Assumption of Liabilities. Upon Subject to the terms and subject to conditions set forth in this Agreement and the conditions of this Agreement, Buyer agreesMaster Restructuring Agreement and except as set forth in Section 3.6 hereof, effective on as of the Effective DateTime, KBI Sub shall assume and agree to assume perform when due all of the following liabilities and obligations Liabilities of Seller (the "ASSUMED LIABILITIES"):KBI, including without limitation: (a) Liabilities arising out of the Transferred Contracts (whether before, on or after the Closing Date), including without limitation, all liabilities and obligations arising out of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior or relating to the Closing P&G Agreements, and (iii) any other Contracts entered into by Seller with and all Liabilities arising out of or resulting from the consent assignment of Buyer (which consent is not any Transferred Contract to be unreasonably withheld KBI Sub or delayed) in the ordinary course further assignment of business prior to any such Contract to, and the Closing (but excluding in all performance of any such Contract by, the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Partnership; (b) liabilities set forth Liabilities associated with returns in respect of or otherwise associated with or arising out of products sold by KBI on or prior to the Closing Statement Date, including without limitation obligations with respect to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contractrebates, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")chargebacks and similar arrangements; (c) liabilities set forth on the Closing Statement for unearned revenueLiabilities described in Article 6 hereof to be paid, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")or borne by KBI Sub; (d) liabilities which relate all billed and unbilled accounts payable and notes payable to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid BuyerMerck-Medco Managed Care L.L.C.; and (e) subject to Section 8.02, any liability Liabilities otherwise arising out of the consummation of the transactions contemplated by this Agreement or obligation for Taxes arising from or the Master Restructuring Agreement (other than Liabilities with respect to Income Taxes); provided, however, that nothing in this Agreement shall require KBI Sub to assume or perform any of the Purchased Assets, Excluded Liabilities. The Liabilities assumed hereby are referred to herein as the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period"Assumed Liabilities." 15 12

Assumption of Liabilities. Upon (a) Subject to and upon the terms and subject to the conditions of this Agreement and any applicable conditions of the Transition Services Agreement, Buyer agreeseffective as of the Closing, effective on the Effective Date, Purchaser agrees to assume from Seller and to pay, perform and discharge according to their terms all contractual liabilities or obligations arising on or after the following Closing Date under the Contracts, but specifically excluding the Manufacturing Contracts (the "Assumed Liabilities"). Purchaser shall assume its responsibilities under the Contracts pursuant to this Section 2.3 by executing a Novation Agreement (the "Novation Agreement") by and among Purchaser, Seller and Hitachi Data Systems Corporation ("HDS"). Notwithstanding the preceding, Seller shall agree to continue to perform the certain obligations under the Master Reseller Agreement, by and between Seller and HDS, dated as of July 21, 2000 (the "HDS Master Reseller Agreement") described in Section 6.12 below. Purchaser's responsibilities under the Novation Agreement shall terminate upon the execution of an amendment by Purchaser and HDS to that certain International OEM Agreement by and between Purchaser and HDS, dated as of July 14, 1999 (the "HDS International OEM Agreement") that will enable Purchaser to furnish Existing HBA Products (as that term is defined below) to HDS. (b) Nothing herein shall be deemed to deprive Purchaser of any defenses, set-offs or counterclaims which Seller may have had or which Purchaser shall have with respect to any of the Assumed Liabilities. Effective as of the Closing, Seller agrees to assign, transfer and convey to Purchaser all such defenses, set-offs and counterclaims and agrees to cooperate with Purchaser to maintain, secure, perfect and enforce such defenses, set-offs and counterclaims, including the execution of any documents, the giving of any testimony or the taking of any such other action as is reasonably requested by Purchaser in connection with such defenses, set-offs and counterclaims. (c) Purchaser does not assume, and Seller does not transfer or assign, any liabilities or obligations, whether or not related to the HBA Business, and whether presently fixed and determined, contingent or otherwise, other than the Assumed Liabilities to be expressly assumed by Purchaser pursuant to Section 2.3(a) hereof. All such liabilities and obligations not expressly assumed by Purchaser ("Excluded Liabilities") shall remain liabilities of Seller (Seller, which shall be solely liable to perform and discharge such liabilities and obligations. Excluded Liabilities shall include, without limitation, the "ASSUMED LIABILITIES"):following: (ai) all liabilities and any federal, state or local taxes, including, but not limited to, income or similar taxes based upon or measured by revenue, income, profit or gain from the transfer of the Purchased Assets or the operation of the HBA Business prior to the Closing, other than Transfer Taxes; (ii) any outstanding obligations of Seller arising for borrowed money due to banks or other lenders; (iii) any obligation of Seller for legal, accounting or other professional fees, or any other costs or expenses of Seller which are related to the consummation of the transactions contemplated herein; and (iv) any warranty obligation with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into HBA Products sold by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodDate.

Assumption of Liabilities. (a) Upon the terms sale and subject to purchase of the conditions of this AgreementSubject Assets, except as excluded in paragraph (b), Buyer agrees, effective on shall assume and agree to perform and discharge in the Effective Date, to assume ordinary course of business the following following: (i) all of the liabilities and obligations of Seller Sellers arising under the unfilled portions of those purchase or sales orders from customers of Sellers, as identified in Schedule 1.2(a)(i) (the "ASSUMED LIABILITIESAcquired Sales Orders"):), (ii) effective as of the Closing Date, all of the liabilities and obligations of Sellers arising under the software license agreements being transferred to Buyer, as identified in Schedule 1.2(a)(ii) (the "License Agreements") (including service, warranty and upgrade obligations) solely to the extent such obligations and liabilities arise and relate to events, acts or omissions occurring after the Closing Date and become due and payable after the Closing Date, and (iii) liabilities and obligations related to the Prepaid Maintenance Amounts set forth on Schedule 1.3(b). The liabilities to be assumed by Buyer under this Section 1.2(a) are hereinafter sometimes referred to as the "Assumed Liabilities." (ab) Except to the extent expressly assumed pursuant to Section 1.2(a) above, Buyer shall not assume or be bound by or be liable for any debt, obligation, responsibility or liability of Sellers or any Affiliate (as defined below) of any kind or nature, known, unknown, accrued, absolute, contingent, or otherwise. Without limiting the foregoing sentence, Buyer shall have no responsibility with respect to the following, whether or not disclosed in the Base Balance Sheet or a Schedule hereto: (i) liabilities and obligations related to or arising from the Excluded Assets and/or related to or arising from Fonix's operations and assets other than the operations and assets of the Business acquired under this Agreement; (ii) liabilities and obligations related to or arising from transactions with any officer, director or stockholder of either of the Sellers or any person or organization controlled by, controlling, or under common control with any of them (an "Affiliate"); (iii) liabilities and obligations for taxes of any kind, including taxes related to or arising from the transfers contemplated hereby; (iv) liabilities and obligations for damage or injury to person or property based upon events occurring prior to the date of Closing; (v) liabilities and obligations to employees of Sellers, whether for accident, disability, or workers compensation insurance or benefits, benefits under employee benefit plans, back pay, accrued vacation, or obligations related to or resulting from severance of employment by Sellers; (vi) workmen's liens on any of the Subject Assets; (vii) liabilities incurred by Sellers in connection with this Agreement and the transactions provided for herein, including counsel and accountant's fees, filing fees and expenses, transfer and other taxes, and expenses pertaining to ASI's liquidation or the performance by either of the Sellers of their obligations hereunder; (viii) liabilities of Sellers with respect to any options, warrants, agreements or convertible or other rights to acquire or cause registration of any shares of their capital stock of any class; (ix) liabilities and obligations related to or arising from products or services delivered or performed prior to the Closing Date (including warranty or service claims and upgrades of existing products); (x) liabilities and obligations under outstanding indebtedness of Sellers or otherwise to the former shareholders of Articulate Systems, Inc.; (xi) all liabilities and obligations with respect to any claims or litigation, except as described in Schedule 1.2(b)(xi) hereof, including liabilities and obligations for attorneys' fees for work performed and expenses incurred prior to the Closing; (xii) all liabilities and obligations under the Excluded Contracts or under any Purchased Contracts not identified on Schedule 1.2(a)(i) or Schedule 1.2(a)(ii); (xiii) all liabilities and obligations of Seller arising with respect Fonix under the MRC Agreement, including, without limitation, the obligation to post-Closing periods pay royalties received under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable License Agreements to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES");MRC. (c) liabilities set forth on The assumption of the Closing Statement for unearned revenueAssumed Liabilities by Buyer hereunder shall be treated as independent of Buyer's existing business and shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Sellers or any of their respective affiliates or subsidiaries. Nothing herein shall prevent Buyer from contesting in good faith any of the Assumed Liabilities; provided, provided that the aggregate amount however, no such contest by Buyer shall relieve Buyer of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made its indemnification obligations under Section 2.08 and 8.3 hereof. Nothing herein shall prevent Sellers from contesting in good faith any of the liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyerretained by them; and (e) subject to provided, however, no such contest by Sellers shall relieve Sellers of their indemnification obligations under Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period8.2 hereof.

Assumption of Liabilities. Upon Buyer shall, as of the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Closing Date, to assume assume, pay and perform in accordance with their terms or otherwise satisfy the following liabilities and obligations of Seller only the following (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all Trade payables (including Assumed Intercompany Liabilities) and accrued liabilities and obligations of Seller arising with respect to post-Closing periods under (iexcluding intercompany Liabilities other than as described above) reflected on the Contracts listed on Schedule 2.02(aInterim Balance Sheet, and trade payables (including Assumed Intercompany Liabilities) attached hereto, and accrued Liabilities of Seller (iiexcluding intercompany Liabilities other than as described above) Contracts entered into by Seller with subscribers that have been incurred in the ordinary course of business prior to consistent with past practice since the date of the Interim Balance Sheet through the Closing Date, a complete list of which, based on information then available, will be provided to Buyer at the Closing, subject to being updated and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) finalized as provided in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)SECTION 6.11 and SECTION 8.02; (b) liabilities set forth Seller's obligations under the leases, agreements, contracts, arrangements and licenses listed as Assumed Contracts on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")SCHEDULE 4.20; (c) To the extent provided in SECTION 7.02(c), UIC's and Seller's liabilities set forth for surety and bonding obligations related to Assumed Contracts, which surety and bonding obligations are identified on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"SCHEDULE 2.03(C); (d) Seller's liabilities in the first two bulleted items on SCHEDULE 4.08, but not including any other litigations, whether or not identified on such Schedule; provided, that with respect to the Drabek v. AAI et al. litigation, the first monies paid by the insuranxx xxxrier under the applicable insurance policies against which relate a claim based on such litigation has been made, and/or by Skoda a.s. or its Affiliates under a claim for indemnification asserted by Seller, shall be paid to periods on Buyer to the extent of payment made by it in settlement of the litigation or after in payment of a judgment or award entered therein; the Effective Date in respect balance, if any, of which prorations are made under Section 2.08 and liabilities which relate monies so paid shall be paid first to periods Seller to the extent of out-of-pocket costs paid by Seller prior to July 2, 2000 in connection with such litigation and then to Buyer to the Effective Date for which Seller has extent of out-of-pocket costs paid Buyerby Buyer in connection with such litigation; and (e) subject Liabilities under Environmental Laws occurring in connection with acts, omissions or conditions occurring on or after the Closing Date. Seller shall retain, and Buyer shall not assume, and nothing contained in this Agreement shall be construed as a transfer to Section 8.02Buyer of, any liability Liabilities owed by Seller that are not described in this SECTION 2.03 or obligation for Taxes arising from or with respect to not used in the Purchased Assets, conduct of the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodBusiness.

Assumption of Liabilities. Upon Subject to the terms and subject to the conditions of this Agreement, Buyer agreesfrom the Closing Date and thereafter, effective on Purchaser shall assume, discharge and be solely responsible and liable for all liabilities and obligations with respect to the Effective DateDeposit Accounts, the Safe Deposit Business, the Advance Lines and the Negative Deposits, the Branches, the Service Contracts and the Property, which collectively may be referred to assume herein as the following “Assumed Liabilities”. At the Closing, Seller and Purchaser shall execute an Assignment and Assumption Agreement with respect to the Assumed Liabilities (the “Assignment and Assumption Agreement”) in the form of the attached Exhibit C. All liabilities and obligations of Seller (not expressly included in the "ASSUMED LIABILITIES"):Assumed Liabilities are excluded from the transactions contemplated by this Agreement, including without limitation, the following items: (a) all liabilities associated with cashier’s checks or other official bank checks and traveler’s checks issued by Seller; (b) all liabilities associated with accounts of Seller’s employees, officers and directors, other than accounts of Transferred Employees; (c) certificate of deposit accounts and IXX certificates that (a) are subject to any order, agreement or encumbrance that in any way restricts the payment of funds representing such account on the order of the depositor, or (b) are “brokered deposits” (as that term is defined in 12 C.F.R. section 337.6(a)(2)); (d) all liabilities of Seller for violation of any terms of any contract or agreement relating to the Assumed Liabilities, the Purchased Assets, and the Real Property prior to Closing; and (e) all liabilities and obligations of Seller arising with respect relating to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers Branches that are not expressly included in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodAssumed Liabilities.

Assumption of Liabilities. Upon (a) As of the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Closing Date, the Buyer shall assume and undertake to assume pay, perform and discharge according to their terms only the following liabilities and obligations Liabilities of the Seller (the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) Liabilities arising under the Assigned Contracts listed on Schedule 2.02(a) attached hereto, from and after the Closing Date; (ii) Contracts entered into Liabilities set forth on the Estimated Statement, as revised by Seller with subscribers the Closing Date Statement, including, without limitation, trade account payables, [outstanding indebtedness], 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 the Seller’s customers with respect to work performed by the Seller prior to the Closing Date pursuant to any of the Assigned Contracts (“Seller Warranty Liabilities”); and (iv) Other Liabilities, 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, the Buyer shall not assume or become liable or obligated in any way, and the Seller shall retain and remain solely liable for and obligated to pay, perform and discharge all Liabilities of the Seller, including, without limitation any of the following (iiicollectively, the “Excluded Liabilities”): (i) Liabilities under any other Excluded Contracts; (ii) Liabilities arising under any Assigned Contracts entered into by Seller with that relate to the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business time period prior to the Closing (but excluding in all Date or arise out of events occurring prior to the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Closing Date; (biii) liabilities set forth on the Closing Statement to refund the security deposits Any forfeiture, claim or pending litigation or proceeding relating to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods Business prior to the Effective Date for which Seller has paid BuyerClosing Date; and (eiv) subject Any Liabilities for Taxes (a) of Seller, any Principal or any affiliate of Seller or any Principal for all taxable periods (including and through the Closing Date); (b) which may be applicable to the Business or the Acquired Assets for any taxable period ending on or before the Closing Date and for any taxable period beginning before and ending after the Closing Date to the extent allocable to the portion of such taxable period ending on the Closing Date; or (c) for which Seller is responsible pursuant to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period6.06.

Assumption of Liabilities. Upon the terms and subject to the conditions terms, conditions, representations and warranties of this AgreementSeller contained herein, and subject to Section 2.04, Buyer agrees, effective on at the Effective Datetime of Closing, to assume only the following liabilities and obligations of Seller no others (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) liabilities arising in connection with or related to the operation of the Business by Buyer subsequent to the Closing, including without limitation any liability or obligation to Transferred Employees arising or accruing after the Closing under any of Buyer’s contracts with, or Buyer Benefit Arrangements and Plans covering, such Transferred Employees, or, unless constituting an Excluded Liability under Section 2.04 hereof, under applicable federal, state, local, foreign or other laws (including the Directive) and regulations relating to wages, benefits, hours, collective bargaining, unemployment insurance, leaves of absence, workers’ compensation, military service, immigration control, the payment and withholding of employment Taxes, and equal employment opportunity, but only to the extent that such liabilities relate to the period subsequent to the Closing; provided, however, that for avoidance of doubt, (i) subject to the provisions of clause (ii) of this Section 2.03(a), liabilities which either are not asserted or matured until after the Closing but which arise or relate to facts or circumstances prior to or on the Closing Date are not Assumed Liabilities hereunder, and (ii) liabilities arising under applicable foreign laws and regulations (including the Directive) on account of Buyer’s failure to provide benefits and compensation to EU Transferred Employees following the Closing as required by applicable law shall be Assumed Liabilities (collectively, “EU Employment Liabilities”); (b) all liabilities and or obligations of Seller arising with respect to post-Closing periods under either (i) the Assigned Contracts listed set forth on Schedule 2.02(a) attached hereto2.01(b), or (ii) Contracts entered into by any other Contract for which Buyer assumes the benefit after Closing, which liabilities or obligations either accrue following the Closing or are expressly included within the reserves reflected on the Reference Statement as a separate line item (but only to the extent of such reserves); (c) all liabilities or obligations of Seller arising in connection with subscribers or relating to the operation of the Business (except for the liabilities or obligations owed to Seller or any Affiliate of any Seller that do not relate to bona fide products delivered or services rendered on arms-length terms), including liabilities in respect of trade creditors, but only to the extent that such liabilities are (i) set forth on the Reference Statement or (ii) incurred after the date of the Reference Statement, to the extent the liabilities and obligations were incurred in the ordinary course of business consistent with past practice of the Business and are included in the calculation of Closing Net Asset Value; (d) all product warranty liabilities of Seller incurred prior to and after the Closing in the operation of the Business and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) incurred in the ordinary course of business prior but only to the Closing (but excluding in all extent of the foregoing cases Warranty Limitation Amount; (e) Environmental Liabilities that first arise and are created after the Closing related to the operation of the Business after the Closing; (f) the disposal of Hazardous Materials (the release of which first occurs after the Closing) by Buyer after the Closing; (g) all utilities being furnished to the Business after the Closing; (h) all German Pension Plan Liabilities, but only to the extent associated with any German Pension Plan Employee who becomes an EU Transferred Employee; (i) all liabilities or obligations attributable to any failure by Seller to comply with arising under the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits Real Property Leases pursuant to the customers who are entitled to receive same in accordance with the terms of their service contractLease Assignments, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 Sublease Agreement and liabilities which relate to periods prior to the Effective Date for which Seller has paid BuyerDeerfield Letter Agreement; and (ej) subject to Section 8.02, any liability other liabilities listed or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Perioddescribed on Schedule 2.03(j).

Assumption of Liabilities. Upon PRGI agrees to assume, from and after the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Closing Date, to assume only the following liabilities and obligations of Seller (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all obligations and liabilities and obligations of Seller relating to the Business arising with respect to post-Closing periods under (i) from and after the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers Effective Date in the ordinary course of business prior 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 Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not Business to be unreasonably withheld or delayed) 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 other service providers on accounts receivable collected prior to the Closing Effective Date; and (but excluding in v) all accounts payable, accrued expenses or other indebtedness due to the Seller as of the foregoing cases Effective Date under the Principal Agreement, or in connection with any liabilities advances to Associates, or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")otherwise; (c) liabilities set forth on the Closing Statement commission amounts for unearned revenueaudit services which will be owed by Seller to its Associates, provided that the aggregate amount auditors or other service providers upon collection of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth Accounts Receivable, Unbilled Claims and Work in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after Progress outstanding at the Effective Date 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 which prorations are made 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 limitation any contribution, tax, lien, penalty, cost, interest, claim, loss, action, suit, damage, cost assessment, withdrawal liability, liability to the PBGC, liability under Section 2.08 and liabilities which relate to periods prior to 412 of the Effective Date for which Seller has paid Buyer; and (eCode or Section 302(a)(2) subject to Section 8.02of ERISA, any or other similar liability or obligation for Taxes arising from expense of Seller or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable any ERISA Affiliate and PRGI shall not become a party to any Post-Closing Tax PeriodEmployee Benefit Plan as a result of any of the transactions contemplated by this Agreement.

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer Purchaser agrees, effective on at the Effective Datetime of the Closing, to assume assume, pay, perform and discharge the following liabilities and obligations of Seller Liabilities (the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities and of Sellers’ Liabilities under the Assigned Contracts; provided, however, that Purchaser’s obligations of Seller arising with respect to post-Closing periods monetary defaults under (i) any Assigned Contract upon the Contracts listed on Schedule 2.02(a) attached heretoassumption thereof by Purchaser shall be limited to Cure Costs, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior subject to the Closing and (iii) any other Contracts entered into by Seller with the consent terms of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Section 2.5; (b) liabilities set forth on to the extent not already paid or included in the DIP Obligations, all ordinary course Liabilities with respect to the Acquired Assets (including ordinary course trade payables) arising after the Petition Date to the extent (i) relating to the conduct of the Business after the Petition Date through the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount Date and (ii) set forth in the Closing Statement Budget; provided, however, under no circumstances shall Purchaser assume or be liable for any such Liabilities in excess of an amount to be determined by Purchaser in its sole discretion; and provided, further however, that such Liabilities shall specifically exclude any fees and expenses of any attorneys, financial advisors, consultants or other representatives of the Sellers or anyone else for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller or any predecessor of any Seller or anyone else in connection with, resulting from or attributable to ("CLOSING DEPOSIT LIABILITIES")A) the Bankruptcy Cases or the transactions contemplated by this Agreement or (B) in pursuing or supporting claims, objections, avoidance actions, or any other litigation against Purchaser; (c) liabilities set forth on all Liabilities relating to the Closing Statement for unearned revenueAssumed Plans, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")if any; (d) liabilities which relate all Liabilities relating to periods Taxes as set forth on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid BuyerSchedule 2.3(d); and (e) subject to Section 8.02with the prior written consent of each ABL Credit Party, any liability or obligation for Taxes all Liabilities arising from or with respect to under the Purchased Assets, ABL Credit Agreements; if such Liabilities are not paid in full in cash as of Closing in the System or amount required under the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodABL Credit Agreements.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreementcontained herein, Buyer agrees, effective on the Effective Date, to shall assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) become responsible for any and all liabilities and obligations arising out of, or relating to events occurring after 12:01 am Eastern Standard Time on the Closing Date (the "Adjustment Time") the ownership of the Land and the Towers, and the operation of the business relating to the Assets (collectively, the "Assumed Liabilities"). (b) Subject to the provisions of Section 13, it is understood and agreed that all liabilities to third parties relating to the Assets that arise out of any act, event, or transaction of Seller arising with respect or the ownership of the Assets or the operator of the business relating to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in Assets subject to the ordinary course provisions of business Section 13 prior to the Closing Date (the "Retained Liabilities") shall remain the responsibility of Seller. Buyer shall not be required to defend any suit or claim arising out of any Retained Liabilities, and (iii) any other Contracts entered into by Seller with the consent of shall and hereby agrees to satisfy in due course all such Retained Liabilities, and Seller shall protect and forever hold Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in harmless from all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or claims with respect to such Retained Liabilities. It is understood and agreed that all liabilities relating to the Purchased AssetsAssets that arise out of any act, event, or transaction of Buyer following the System Closing Date (the "Assumed Liabilities") shall be the responsibility of Buyer. Seller shall not be required to defend any suit or claim arising out of any Assumed Liabilities, and Buyer shall and hereby agrees to satisfy in due course all such Assumed Liabilities, and subject to the System Operations which is incurred in or attributable provisions of Section 13 Buyer shall protect and forever hold Seller harmless from all claims with respect to any Post-Closing Tax Periodsuch Assumed Liabilities.

Assumption of Liabilities. (a) Upon the terms and subject to Section 1.2(b) and the other terms and conditions of this Agreement, the Buyer agreesshall assume, effective pay and discharge when due, from and after the Closing, the following liabilities of the Seller (collectively, the "Assumed Liabilities") and no other liabilities: (i) the liabilities shown on or reflected on the Effective DateBalance Sheet, to the extent such liabilities have not been paid or discharged, and those liabilities of a similar nature incurred since the Balance Sheet Date by the Seller in the ordinary course of business consistent with past practice and the terms of this Agreement (the "Ordinary Course") (including liabilities in the ordinary course for sales, use, or excise taxes, for federal and state income tax withholding with respect to employees of the Seller, and for employer FICA and unemployment taxes, but no other Taxes); provided that Buyer shall assume liability for accrued employee vacation days only to the extent such time is carried over as accrued vacation days, and shall not assume any obligation of the Seller, statutory or otherwise, to compensate such employees for such vacation days in connection with the termination of their respective employment with the Seller; (ii) the liabilities and obligations of the Seller specifically listed on Schedule 1.2, to the extent they are to be paid or performed after the ------------ Closing; (iii) the liabilities and obligations of the Seller under the Assigned Contracts; provided, however, that the Buyer shall not assume any such liabilities or obligations to the extent relating to any breach of contract, breach of warranty (except to the extent specifically described on Schedule 1.2 ------------ ("Assumed Warranty Claims")), tort, product liability claim, or other infringement occurring prior to the Closing; (iv) liabilities and obligations of the Seller up to and not exceeding $35,000 in the aggregate, including amounts paid before Closing, for costs and expenses incurred in connection with the preparation, execution, and performance of the letter of intent between the parties dated November 5, 1998 and this Agreement or the consummation of the transactions contemplated by this Agreement, including without limitation all fees and expenses of agents, representatives, counsel, and accountants; and (v) liabilities and obligations of the Seller to the employees of the Seller for the amounts held by employees in accounts under the Seller's 401(k) Plan. (b) Notwithstanding Section 1.2(a), the Buyer shall not assume or become responsible for, and the Seller shall remain liable for, and shall pay, perform, and discharge, the following liabilities and obligations of Seller and all other liabilities and obligations not included in Section 1.2(a), whether known or unknown, absolute or contingent, liquidated or unliquidated, accrued or unaccrued, or due or to become due, and whether claims with respect thereto are asserted before or after the Closing (collectively, the "ASSUMED LIABILITIESRetained Liabilities"): (ai) all liabilities and obligations with respect to borrowed money other than pursuant to the promissory notes payable to Silicon Valley Bank (the "Silicon Valley Bank Notes"), including without limitation any liability for payment of principal or interest with respect to the Seller's convertible promissory notes issued in December 1997 and any guaranty of the obligations of others; (ii) all liabilities and obligations of the Seller for any Taxes not listed in Section 1.2(a)(i), including without limitation Taxes arising in connection with the consummation of the transactions contemplated by this Agreement, deferred Taxes or Taxes measured by income of the Seller, and any liabilities for sales, use, ad valorem or excise taxes or customs and duties incurred; (iii) all liabilities and obligations of the Seller under or with respect to post-Closing periods this Agreement and the transactions provided for herein in excess of $35,000 for costs and expenses described in Section 1.2(a)(iv), including brokerage, accounting and counsel fees, transfer and other taxes, and expenses pertaining to the Seller's liquidation or the performance by the Seller of its obligations hereunder; (iv) all liabilities and obligations with respect to ownership or claims of ownership of any of the Seller's securities (including without limitation the Seller's common or preferred stock, any options or warrants for the purchase of any such stock, and any notes or other instruments convertible into any such stock) or with respect to payments, dividends, issuances of securities, or other distributions, upon liquidation or otherwise, on account of ownership or possession of any securities; (v) all liabilities and obligations of the Seller under any contracts, agreements, or arrangements that are not Assigned Contracts or otherwise included within the Acquired Assets, including without limitation any obligation of the Seller to indemnify any person, including any of the Stockholders, by reason of the fact that such person was a director, officer, employee, or agent of the Seller or was serving at the request of the Seller in any capacity with another entity; (ivi) all liabilities and obligations to the Contracts listed on Schedule 2.02(a) attached heretoextent relating to any actual or alleged tort, (ii) Contracts entered into by Seller with subscribers in the ordinary course infringement or violation of business any law, rule, regulation, judgment, decree, order, or Permit occurring prior to the Closing or to the extent arising out of any charge, complaint, action, suit, proceeding, hearing, investigation, claim or demand based upon acts, events or conduct occurring prior to the Closing, whether or not such matter is pending, threatened, or asserted before, on, or after the Closing Date; (vii) all liabilities and (iii) any other Contracts entered into by obligations of the Seller with the consent arising out of Buyer (which consent is not to be unreasonably withheld events, conduct or delayed) in the ordinary course of business conditions existing or occurring prior to the Closing that constitute or allegedly constitute an infringement or violation of or a misappropriation of, any Intellectual Property rights of any other person or entity; (but excluding in viii) all liabilities and obligations of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with Xxxxx Xxxxxxx for compensation beyond the terms thereofbase salary amount of $150,000 recorded on the Balance Sheet, including any obligation for "paid in-kind" compensation based on the Sale Proceeds (as that term is defined in the letter dated August 26, 1998 between the Seller and Xxxxx Xxxxxxx); (bix) liabilities set forth on the Closing Statement liability and obligation of the Seller under Section 2.(a)(ii) of the Agreement between the University of Massachusetts (the "University") and the Seller dated December 29, 1998 (the "University Agreement") to refund the security deposits pay to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth University in the Closing Statement form of the consideration received by the Seller one-half percent ("CLOSING DEPOSIT LIABILITIES")0.5%) of the total consideration received by the Seller under this Agreement and the transactions contemplated hereby; (cx) liabilities set forth any liability or obligation of the Seller under Section 1.(A.)(iii) of the Agreement among the Seller, the Applied Computing Systems Institute of Massachusetts, Inc. ("ACSIOM"), the University, W. Xxxxx Xxxxx and Xxxxx X. Xxxxxx dated December 29, 1998 (the "ACSIOM Agreement") for payment to ACSIOM of any amounts other than as recorded on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Balance Sheet; (dxi) liabilities which relate any liability of the Seller to periods Xxxx XxXxxx for expenses incurred on or after behalf of the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods Seller that cannot be substantiated with receipts prior to the Effective Date for which Closing; (xii) any liability or obligation of the Seller has paid Buyerto Xxxxx Xxxxx other than as recorded on the Balance Sheet; and (exiii) subject to Section 8.02, any liability or obligation of the Seller for Taxes arising from or compensation to employees and consultants of the Seller other than as accrued on the Balance Sheet and as incurred since the Balance Sheet Date by the Seller in the Ordinary Course in connection with respect to any Employee Benefit Plan being assumed by the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodBuyer.

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreementcontained herein, at the Closing, Buyer agrees, effective on the Effective Date, to shall assume the following following, and only the following, liabilities and obligations of Seller (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities and obligations accruing, arising out of, or relating to events or occurrences happening after Closing under the Assigned Contracts, but not including any liability for any breach or default under any such Assigned Contract occurring on or prior to the Closing , or for any occurrence of Seller arising an event on or before the Closing that, with respect to post-Closing periods under the passage of time or the giving of notice or both, would constitute a breach or default thereunder; (ib) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers Seller's accounts payable incurred in the ordinary course of business prior to the Business as of the Closing and Date, listed on Schedule 1.3(b) (iii) any other Contracts entered into "Accounts Payable"), which Schedule shall be updated by Seller with and Buyer as of the consent of Buyer (which consent is not Closing Date, subject to be unreasonably withheld or delayed) reduction in the ordinary course of business prior Purchase Price pursuant to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES");Section 1.4; and (c) liabilities set forth on Seller's obligation to store, insure and deliver 800 Code Inventory as directed by the Closing Statement for unearned revenue, owners of such goods; provided that nothing herein shall be deemed to obligate Buyer to continue Seller's customer program regarding 800 Code Inventory after Closing. Notwithstanding any other provision of this Agreement and regardless of whether any of the aggregate amount following may be disclosed to Buyer pursuant to Article III hereof or whether Buyer may otherwise have Knowledge of the same, Buyer shall not assume, and Seller shall retain sole responsibility for, any claims (other than claims for which Buyer has agreed to indemnify Seller under Section 8.2), against, or liabilities, potential liabilities assumed hereunder does not exceed or obligations of Seller other than the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on Assumed Liabilities, whether liquidated or unliquidated, known or unknown, whether arising out of occurrences prior to, at or after the Effective Date in respect date hereof and the Closing Date. All liabilities of which prorations Seller other than the Assumed Liabilities are made under Section 2.08 hereinafter referred to collectively as the "Retained Liabilities" and liabilities which relate to periods prior to shall be excluded from the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodterm "Assumed Liabilities."

Assumption of Liabilities. Upon On the terms and subject to the conditions of this Agreement, Buyer including Section 2.6, and except for the Excluded Liabilities set forth in Section 2.4 and as otherwise provided in Section 6.8, Section 6.10 or Article VIII, Purchaser agrees, effective on at the Effective DateClosing, to assume and shall agree to pay, perform and discharge when due, all Liabilities (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the following liabilities and obligations of Seller date hereof) (collectively, the "ASSUMED LIABILITIES"):“Assumed Liabilities”) of (a) all liabilities the Conveyed Entities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on Seller and/or its Subsidiaries arising out of the Closing Statement to refund operation or conduct of the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement Terminal Operations ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date including Liabilities in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; andan undivided fifty percent (50%) interest as tenant-in-common by virtue of its ownership of the Syracuse Interest) including, but not limited to, the following: (ei) subject to Section 8.02, any liability or obligation for Taxes arising from or all Liabilities with respect to the Purchased AssetsAssets (including all (x) ongoing operational, compliance and maintenance Liabilities under the System Port Reading Consent Decree, as it may be amended or modified and (y) ongoing operational, compliance, construction, acquisition and maintenance Liabilities associated with doming of tanks and secondary containment impermeability upgrades at Terminals in New Jersey), other than ORVR Upgrade Liabilities and Taxes for which Seller is responsible pursuant to Section 6.10 and/or Section 8.2(d); (ii) all Liabilities relating to Affected Employees, arising on or after the System Closing Date, except as otherwise expressly provided in Section 6.8; and (iii) all Liabilities of Seller or any of its Subsidiaries under the Permitted Liens relating to the Terminal Operations which is incurred (other than Liens described in or attributable to any Post-Closing Tax Periodclause (b) of the definition of “Permitted Liens”).

Assumption of Liabilities. Upon 2.2.1 As additional consideration for the terms sale, conveyance, assignment, transfer and subject delivery to Buyer of the conditions Assets, Buyer, as of this Agreement, Buyer agrees, effective on the Effective Closing Date, to shall assume the following liabilities and obligations lease of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts real property entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or TAG with respect to the Purchased AssetsTAG Premises (the “Lease”) and the obligations under the contracts set forth on Schedule 3.7 of the Disclosure Schedule other than the Private Label Agreement between SinuTopic, Inc. and R1 Technology Partners LLC dated February 18, 2015 (the “Assumed Contracts”) together with the Lease, collectively, the System “Assumed Liabilities”), provided that, in connection with the assumption of the Lease, at Closing Buyer shall reimburse TAG for, and thereafter Buyer shall be entitled to all benefits of and any right to receive a return of, the Six Thousand Eight Hundred and Seventy-Eight Dollars and Ninety-Eight Cents ($6,878.98) deposit held in connection with and pursuant to the terms of the Lease (the “Lease Deposit Reimbursement”). 2.2.2 Notwithstanding any provision in any Transaction Agreements (as defined in Section 13.1) to the contrary, except for assumption of the Assumed Liabilities, Buyer shall not assume or be deemed to have assumed any liabilities of Sellers or any subsidiaries or affiliates of Sellers (or any predecessor owner of all or part of Sellers’ respective businesses or assets), whether as transferee or successor, by contract or otherwise, and Sellers shall remain liable for, any and all liabilities of Sellers of any kind whatsoever, whether known, unknown, liquidated or contingent, whether presently in existence or arising or asserted hereafter, including, without limitation, any accounts payable of the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodSellers (collectively, the “Excluded Liabilities”).

Assumption of Liabilities. Upon (a) Subject to the terms and subject to the conditions of set forth in this Agreement, Buyer agreesat the Initial Closing, effective on the Effective DatePurchaser shall assume, to assume the following pay, perform and discharge all duties, responsibilities, obligations or liabilities and obligations of Seller (to be discharged, performed, satisfied or paid after the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising Initial Closing Date with respect to post-the following (collectively, the “Initial Closing periods under Assumed Liabilities”): (i) Initial Closing Loans and the servicing of the Initial Closing Loans pursuant to Section 2.6: and (ii) liabilities for Taxes of, or relating to, the Initial Closing Assets or the Initial Closing Assumed Liabilities (other than Excluded Taxes). (b) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller to be discharged, performed, satisfied or paid after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Closing Assumed Liabilities” and, together with the Initial Closing Assumed Liabilities and the Subsequent Closing Assumed Liabilities, if any, the “Assumed Liabilities”): (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Deposits; (c) liabilities set forth on Notwithstanding anything to the Closing Statement contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, including for unearned revenueavoidance of doubt any employment-related or other claims or litigation liabilities, provided that other than the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement Assumed Liabilities ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 all duties, responsibilities, obligations and liabilities which relate to periods prior to of Seller or any of its Affiliates, other than the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability Assumed Liabilities or obligation for Taxes arising from or with respect to the Purchased Assetsother obligations expressly assumed hereunder, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period“Excluded Liabilities”).

Assumption of Liabilities. Upon the terms sale and purchase of the Subject Assets, Buyer (subject to the conditions last sentence of this Agreement, Buyer agrees, effective Section 1.1(a)) shall assume and agree to pay or discharge when due in accordance with their respective terms (a) those liabilities shown or reflected on the Effective Date, to assume Base Balance Sheet and thereafter assumed by Seller which are outstanding at the following time of the Closing and those liabilities and obligations incurred by MDCI, MDC, SMI or Seller in connection with the MacGregor Dental Centers business since the date of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers Base Balance Sheet in the ordinary course of business prior to the Closing consistent with past practice and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) otherwise in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance a manner consistent with the terms of their service contractthis Agreement which are outstanding at the time of the Closing (in each case, except as provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in clauses (i) through (vii) below), subject to Section 1.6 in the Closing Statement case of accounts payable-trade, (b) obligations for performance from after the date hereof of those agreements listed on Schedule 1.2(b) (the "CLOSING DEPOSIT LIABILITIESAssumed Contracts"); , (c) liabilities set forth on the Closing Statement fees of attorneys, investment bankers and accountants for unearned revenueSeller and Parents as described in clause (i) below and Section 8.2(a) in an amount not to exceed $1,050,000, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); and (d) liabilities which relate to periods on or after the Effective Date those obligations listed in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior Schedule 1.2(d) up to the Effective Date for which Seller has paid Buyer; andamounts specified (the "Disclosed Matters"). The liabilities to be assumed by Buyer under this Agreement are hereinafter sometimes referred to as the "Liabilities." Except as specifically provided in the first sentence of this Section 1.2, Buyer shall not assume or be bound by any obligations or liabilities of Seller, any Parent or any of their affiliates or predecessors of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whatsoever, and without limiting the generality of the foregoing, Buyer shall not assume and shall not pay any of the following liabilities: (ei) subject to Section 8.02liabilities incurred by Seller, any liability Parent or obligation any of their affiliates or predecessors in connection with this Agreement and the transactions provided for Taxes arising from or with respect to herein, except as contemplated by the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.preceding paragraph and Section 8.2(a);

Assumption of Liabilities. Upon the terms and subject to the conditions of contained in this Agreement, at the Closing, Buyer agrees, effective on the Effective Date, to shall assume and shall be solely responsible for the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all Liabilities of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or Sellers with respect to the Purchased Assets and the Business (other than Liabilities of a Purchased Entity or a Subsidiary of a Purchased Entity, which shall remain Liabilities of such Purchased Entity or such Subsidiary following the Closing and which will be assumed by Buyer indirectly at the Closing via the purchase of the Purchased Stock) (together, the “Assumed Liabilities”): (i) any and all Liabilities of any Seller or any of its Subsidiaries to the extent resulting from or arising out of the operation or conduct of the Business, or the ownership or use of any Purchased Assets, by Buyer at or after the System Closing, (ii) (A) all Liabilities allocated to Buyer pursuant to Section 1.8 and Section 9.1 of this Agreement (including the Liabilities assumed directly or indirectly by Buyer and its Affiliates in respect of the System Operations which is Transferring Pension Plans), (B) all Liabilities assumed by or agreed to be performed by Buyer pursuant to this Agreement or any of the Ancillary Agreements and (C) all Liabilities for Property Taxes that are specifically allocated to or made the obligation of Buyer pursuant to Section 8.3, (iii) all Liabilities, obligations, commitments, claims, and losses related to employment, labor, compensation or employee benefits of each Transferring Employee (or any dependent or beneficiary of any Transferring Employee) that (A) are incurred before, on or after the Closing Date (other than Liabilities, obligations or claims relating to the Transaction Bonus Agreements; provided, however, that Buyer shall assume all Liabilities for severance due under Transaction Bonus Agreements as set forth in Section 9.1), (B) Buyer or attributable its Affiliates have specifically agreed to assume pursuant to this Agreement or (C) transfer automatically to Buyer or its Affiliates under applicable Law (including any Liabilities related to accrued benefits under any pension plan that transfers by operation of Law), (iv) Taxes related to each Purchased Entity, each Subsidiary of a Purchased Entity, the Purchased Assets and the Parent IP Assets for the Post-Closing Tax PeriodPeriods, and (v) all Liabilities primarily related to the Purchased Assets and/or the Business, whether arising before, on or after the Closing Date, including (A) all Liabilities reflected in the calculation of the Net Working Capital Amount, (B) all Liabilities resulting from or arising out of Contracts that constitute Purchased Assets, and (C) all Liabilities of the Business arising from trade payables, accrued expenses, capital and operating lease obligations, employee claims, product claims and litigation matters.

Assumption of Liabilities. Upon the terms and subject (a) Subject to the terms, provisions and conditions of contained in this Agreement, Buyer agrees, effective on and after the Effective Closing Date, Purchaser will assume, pay, discharge, and perform all obligations and liabilities; (i) for subscriber deposits, but only to assume the following extent that the Base Purchase Price is reduced therefor; (ii) arising under the Contracts and relating to the period from and after the Closing Date; (iii) vacation obligations with respect to Transferred Employees but only to the extent that the Base Purchase Price is reduced therefor and only to the extent allowed by applicable law; and (iv) arising out of Purchaser’s ownership of the Purchased Assets or operation of the System from and after the Closing Date (collectively, the “Assumed Liabilities”). All obligations and liabilities arising out of or relating to the Purchased Assets or the operation of the System prior to the Closing other than the Assumed Liabilities and all Liabilities required to be paid by Seller under this Agreement, including by way of example under Article X will remain and be the obligations and liabilities solely of Seller (the "ASSUMED LIABILITIES"):“Excluded Liabilities,” which are described more fully in Section 2.4 hereto). (ab) all liabilities and obligations The Assumed Liabilities shall additionally include: (i) Liabilities of Seller arising to all customers and advertisers of the Systems for any advance payments or deposits for which Purchaser shall have received a credit pursuant to Section 3.4, but only to the extent of such payment or deposit; (ii) Liabilities with respect to post-the Business, the Purchased Assets, or the Transferred Employees arising after the Closing, to the extent such Liabilities arise from or are related to any event that occurs on or after the Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers Date in the ordinary course operation of business the Business by the actions of Purchaser; (iii) all Taxes applicable to the transfer of the Purchased Assets pursuant to this Agreement that are required to be paid by Purchaser pursuant to Section 11.1(b); (iv) Liabilities for Taxes relating to the Business, the Purchased Assets, or the Transferred Employees for all Taxable Periods (or portions thereof) beginning after the Closing Date; (v) all accrued expenses, trade accounts payable and other accrued current liabilities of Seller (including subject to Section 2.3(a)(iii) above accrued and unused vacation time of Transferred Employees) to the extent arising out of the Business, the Purchased Assets or the Transferred Employees prior to the Closing and (iii) any other Contracts entered into by Seller with the consent that are outstanding as of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth 12:01 a.m. on the Closing Statement Date and are taken into account in adjusting the Base Purchase Price pursuant to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"Section 3.4(d);; and, (cvi) liabilities set forth on the Closing Statement for unearned revenueLiabilities required to be paid by Purchaser under this Agreement, provided that the aggregate amount including by way of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made example under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.Article X.

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to (a) The Purchaser shall assume the following liabilities and obligations of the Seller (under all Assigned Contracts and Licenses, but only to the "ASSUMED LIABILITIES"): (a) all extent such liabilities and obligations of Seller arising with respect relate to post-the Business and arise after the Closing periods under Date; provided that the Purchaser shall not assume (i) obligations under any contract or agreement that falls within the Contracts listed definition of Material Contract (as defined in Section 5(g)), but was not disclosed on Schedule 2.02(aSchedules 1(a)(iv), 1(a)(v) attached hereto, or 1(a)(vi) or (ii) Contracts entered into by Seller with subscribers in obligations under any purchasing contracts (collectively, the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof"Assumed Liabilities"); (b) liabilities set forth on Except for the obligations expressly assumed under Sections 2(a), (d) or (e), the Purchaser shall not assume and shall in no event be liable for any debt, liability, obligation or commitment relating to or arising out of the Seller's conduct of the Business prior to the Closing Statement Date or any other business of the Seller whether arising prior to refund or after the security deposits Closing Date (collectively, the "Excluded Liabilities"), including (without limitation): (i) Any Tax that is the responsibility of the Seller under Section 13(b); (ii) Any payments or benefits due to employees and/or independent contractors of the Seller or any payments or damages (including interest, fines and penalties) relating to or arising out of any claims made by or with respect to such employees or independent contractors; (iii) All welfare-benefit and fringe-benefit claims that were incurred prior to the customers who Closing by a Transferred Employee (or a Transferred Employee's eligible spouse or dependent) that are entitled presented within twelve (12) months following the Closing. For purposes of the foregoing sentence, a claim will be deemed to receive same have occurred when an individual is provided with medical, dental, vision or other services that are covered expenses and give rise to the claim; provided, however, that a claim for life insurance or similar death benefits will be deemed to have been incurred at the time of death; (iv) Any long-term disability benefits in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability an applicable plan to any Transferred Employee whose claim for such amount set forth long-term disability benefits was incurred prior to the Closing. For purposes of the preceding sentence, a long-term disability benefit shall be treated as having been incurred before the Closing only if the illness or injury giving rise to such claim occurred before the Closing and such claim is covered by a long-term disability benefit insurance coverage prior to the Closing; (v) All workers' compensation benefits and employers' liability benefits in accordance with the terms of the applicable workers' compensation program and applicable law, to any Transferred Employee who immediately prior to the Closing was legally entitled to workers' compensation benefits and employers' liability benefits from Seller for any injury or illness that occurred before the Closing; (vi) All benefits, if any, accrued with respect to Transferred Employees prior to the Closing under any deferred compensation plan or right accrued and vested with respect to a Transferred Employee prior to the Closing; (vii) Any liability or obligation accruing or arising out of any claim, circumstance, fact, event or course of conduct occurring or existing at any time prior to the Closing Date including (without limitation) (A) claims arising from sales made prior to the Closing Date, including claims due to Product recalls or for personal injury, death or damage, (B) claims arising from defects in materials or workmanship, or failure to conform to all other applicable warranties (other than defects in the design of Products), related to Products manufactured prior to the Closing Statement Date, ("CLOSING DEPOSIT LIABILITIES"C) rebates accrued or payable with respect to Products sold to end users (whether by third party resellers or the Seller) prior to the Closing Date, and (D) intellectual property infringement claims relating to sales of Products made before the Closing Date; and (viii) Any liability or obligation relating to assets (including real properties) used in the Business and retained by the Seller; and (ix) Any liability or obligation with respect to the Sheridan Agreement (as defined below);. The Seller shall retain, pay, perform, discharge and continue to bear all responsibility for all Excluded Liabilities. (c) liabilities set forth on To the Closing Statement for unearned revenue, provided extent that the aggregate amount assignment of liabilities assumed hereunder does any Assigned Contract or any License issued or to be issued by any government or agency or instrumentality thereof relating to the Business or the Purchased Assets, including, without limitation, the Permits (as defined in Section 5(k)) to be assigned to the Purchaser pursuant to this Agreement shall require the consent of any other party, this Agreement shall not exceed constitute a contract to assign the aggregate liability for same if an attempted assignment would constitute a breach thereof. The Seller shall use commercially reasonable efforts, and the Purchaser shall cooperate where appropriate, to obtain any consent necessary to any such amount set forth assignment. The Seller shall not, without the Purchaser's approval, agree to amend or modify any Assigned Contract or License in order to obtain consent to assignment. If any such consent is not obtained, then the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES");Seller shall cooperate with the Purchaser, at Purchaser's sole cost and expense, in any reasonable arrangement requested by the Purchaser designed to provide to the Purchaser the benefits under any such contract, license, permit, approval or qualification, including keeping any Assigned Contract or License in effect and enforcing any and all rights of the Seller against the other party thereto arising out of breach or cancellation thereof by such other party or otherwise. (d) liabilities which relate The Seller shall retain responsibility for, and shall pay all amounts associated with, all rebate claims associated with the sale of Products by third party resellers to periods on or end-user customers within thirty (30) days after the Effective Date in respect Closing Date. The Purchaser shall be responsible for, and shall pay all amounts associated with, all rebate claims associated with the sale of which prorations are Products by third party resellers to end-user customers more than thirty (30) days after the Closing Date; provided, however, that the parties acknowledge that the Seller will process such rebates claims during the term of the Transition Services Agreement (as defined below) and deduct such payments from remittances to be made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; andPurchaser pursuant to, and in accordance with, Section 3(a) of the Transition Services Agreement. (e) subject The Seller shall retain responsibility for, and shall pay all amounts associated with, all return claims associated with the sale of Products by the Seller prior to Section 8.02the Closing Date that are received by the Seller or the Purchaser within forty-five (45) days after the Closing Date (the "Transition Period"). The Purchaser shall assume all responsibility for, any liability or obligation for Taxes arising from or and shall pay all amounts associated with, all Product returns with respect to Products sold (other than returns relating to a Product recall to the Purchased Assets, extent such recall involves Products manufactured or sold prior to the System or Closing Date) after the System Operations which is incurred in or attributable to any Post-Closing Tax Transition Period.

Assumption of Liabilities. Upon On the terms and subject to the conditions of this Agreementset forth herein, from and after the Closing, Buyer agreeswill assume and satisfy or perform all of the Liabilities of Seller or its Affiliates in respect of, effective on or otherwise arising from the Effective Dateoperation or use of the Acquired Assets, to assume other than the Excluded Liabilities (as set forth in Section 2.4 below), including, without limitation, the following liabilities and obligations of Seller Liabilities (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under Environmental Liabilities, other than the Excluded Liabilities (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers as set forth in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereofSection 2.4 below); (b) liabilities set forth on all Liabilities under (i) the Closing Statement to refund Contracts, the security deposits Leases, the Transferable Permits, and the Power Contracts (including but not limited to the customers who are entitled obligation to receive same provide performance and credit assurance) in accordance with the terms of their service contractthereof, provided that (ii) the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth other contracts, leases and other agreements included in the Acquired Assets, and (iii) the contracts, leases, commitments and other agreements entered into by or on behalf of Seller with respect to the Acquired Assets during the Interim Period consistent with the terms of this Agreement (including, without limitation, Capital Commitments and agreements with respect to Liabilities for real or personal property Taxes on any of the Acquired Assets, in each case, entered into in accordance with the provisions of Section 5.3) in each case, to the extent such Liabilities, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or prior to the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Date, or to the extent the same arise out of any such breach or default, or to the extent the same relate to performance rendered to or by Seller prior to the Closing Date; (c) liabilities set forth on all Liabilities under the Closing Statement for unearned revenue, provided that Permitted Encumbrances other than under or with respect to the aggregate amount exercise of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Reserved Easements; (d) liabilities all Liabilities relating to employees for which relate to periods on or after the Effective Date in respect of which prorations are made Buyer is responsible under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and5.7; (e) subject to Section 8.025.15, any liability or obligation all Liabilities for Taxes arising the calendar year in which the Closing occurs for timely submitting to the relevant Governmental Authorities all compliance filings and reports regarding air emissions from or the Facility as required by applicable Environmental Laws; (f) all Liabilities with respect to claims and causes of action set forth on Schedule 3.10 as of the Purchased date hereof; and (g) all other Liabilities of any nature whatsoever to the extent arising from the ownership or operation of the Facility, the Assumed Liabilities and the Acquired Assets, the System or the System Operations which is incurred in or attributable unless expressly excluded pursuant to any Post-Closing Tax PeriodSection 2.4.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, Buyer agreesshall assume and shall thereafter be obligated for, effective on the Effective Dateand shall agree to pay, to assume perform and discharge in accordance with their terms, only the following obligations and liabilities of Seller, Tribune or any of their respective Subsidiaries, whether direct or indirect, known or unknown (except to the extent such obligations and obligations of Seller (the "ASSUMED LIABILITIES"liabilities constitute Excluded Liabilities): (ai) all liabilities and obligations arising with, or relating to, the operation of Seller arising with respect to post-the Stations, including the owning or holding of the Purchased Assets, on and after the Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, Date; (ii) Contracts entered into by Seller with subscribers in all liabilities and obligations to the ordinary course extent relating to the Business or the Purchased Assets arising out of business Environmental Laws, excluding all such liabilities and obligations that, to the Knowledge of Seller, have arisen prior to the Closing and or that are reasonably likely to arise following the Closing; (iii) any subject to Section 5.6, all liabilities and obligations under the Station Agreements and other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) included as Purchased Assets, in the ordinary course of business prior each case only to the Closing (but excluding in all of the foregoing cases any extent that such liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods accrue on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; andClosing Date; (eiv) subject to (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 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.6.1) and

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement(a) Except as set forth in Section 1.3(b), Buyer agrees, effective on the Effective Date, to shall not assume the following liabilities and obligations any Liabilities of Seller (whether or not related to the "ASSUMED LIABILITIES"): (aPurchased Assets) all liabilities and obligations or otherwise relating to any of Seller arising with respect to post-Closing periods under the Purchased Assets, including: (i) any Tax Liabilities of Seller relating to the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business time period prior to the Closing and Date (as defined below); (ii) any Liabilities of Seller relating to accounts payable, 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, salaries, redundancy, notice, severance payments or other Contracts entered into Liabilities relating to any employee of Seller (including any Designated Employee with respect to any period prior to the date such Designated Employee becomes an employee of the Buyer, at which time all wages, salaries, redundancy, notice, severance payments and other Liabilities relating to the Designated Employees following such date shall be Buyer’s sole responsibility); (iv) any Liabilities with respect to any Contract; (vii) the Retained Employment Liabilities; and (viii) any other Liabilities other than the Assumed Liabilities specifically set forth in Section 1.3(b) below. As used herein, the term “Excluded Liabilities” refers to any Liabilities of Seller or otherwise relating to the Purchased Assets that are not specifically set forth in Section 1.3(b). (b) At the Closing, Buyer shall assume the obligations and liabilities (the “Assumed Liabilities”) of Seller under the Transferred Contracts, but only to the extent that such obligations: (A) arise after the Closing Date; (B) do not arise from or relate to any breach by Seller with of any provision of any of the consent of Buyer Transferred Contracts; (which consent is C) do not arise from or relate to be unreasonably withheld any event, circumstance or delayed) in the ordinary course of business condition occurring or existing on or prior to the Closing (but excluding Date that, with notice or lapse of time, would constitute or result in all a breach of any of the foregoing cases any liabilities or obligations attributable to any failure Transferred Contracts; and (D) are ascertainable (in nature and amount) solely by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits reference to the customers who are entitled to receive same in accordance with the express terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodTransferred Contracts.

Assumption of Liabilities. Upon Except as otherwise expressly set forth herein or, if applicable, in the terms and subject to Interim Servicing Agreement, upon the conditions satisfaction or waiver of each condition precedent specified in Section X.A of this Agreement, Buyer agreesPurchaser shall and hereby does assume performance and payment of the following obligations, effective each without the execution or delivery of any additional document, on the Effective Closing Date, to assume : All of the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect after the Cut-Off Time to post-Closing periods perform under (i) the Contracts listed on Schedule 2.02(a) attached heretoCardholder Agreements, (ii) Contracts entered into by Seller with subscribers and the Security Agreements included in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not Accounts to be unreasonably withheld or delayed) in the ordinary course of business prior Sold (excluding obligations for Account Benefits pursuant to the Closing (but excluding in all Article III); and All of the foregoing cases any liabilities or obligations attributable to any failure by of Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or arising after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate Cut-Off Time to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or perform with respect to the Purchased AssetsAccounts 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 System "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. 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 System Operations which is incurred in operation of the Seller’s business prior to, at or attributable after the Cut-Off Time. Seller expressly retains all liability arising out of or from the Account Benefits, including, but not limited to, points and the cost of the possible redemption of such points prior to any Postthe Cut-Closing Tax PeriodOff Time. Purchaser assumes liability for points and redemption thereof arising at or after the Cut-Off Time.

Assumption of Liabilities. Upon Purchaser shall assume and agree to perform and discharge as of the terms Closing the following as they become due for all periods from and subject after the Closing, to the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under extent not previously performed or discharged: (i) all obligations of the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing which accrue and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not are to be unreasonably withheld or delayed) in the ordinary course of business prior to performed from and after the Closing (but excluding x) under those permits, authorizations, licenses, leases, rights of way, easements and other agreements, including, without limitation, agreements with customers and suppliers in all of existence on the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities Closing set forth on the Closing Statement to refund the security deposits Schedules 2.01(a) AND (d) attached hereto and (y) under those permits, authorizations, licenses, leases, rights of way, easements, subscriber and other agreements related to the customers who are entitled to receive same Business which Purchaser on behalf of Seller entered into in accordance with the terms and conditions of their service contract, provided that the aggregate amount Management Agreement; (ii) all other obligations of liabilities assumed hereunder does not exceed Seller entered into during the aggregate liability for such amount set forth in period from the date hereof to the Closing Statement by Seller and identified to and consented by Purchaser (all of such permits, authorizations, licenses, leases, rights of way, easements and other agreements referred to in items (i) and (ii) being referred to hereinafter as the "CLOSING DEPOSIT LIABILITIESAssumed Contracts"); ; and (ciii) all liabilities set forth on of Seller which are properly allocated to Purchaser as part of the Closing Statement prorations pursuant to Section 6.01 hereof for unearned revenue, provided that which Purchaser received a credit against the aggregate amount of liabilities assumed hereunder does not exceed Purchase Price (such items (i) through (iii) are collectively referred to herein as the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIESAssumed Liabilities"); (d) liabilities which relate to periods on . Purchaser shall not be liable for any liabilities, debts, contracts, agreements or after other obligations of Seller or Xxxxxxx other than the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodAssumed Liabilities.

Assumption of Liabilities. Upon the terms Purchaser shall not assume or be responsible for, and subject shall in no event be liable for, any debts, liabilities or obligations of or relating to the conditions Business or the Sellers, whether fixed or contingent, known or unknown, liquidated or unliquidated, suspected or unsuspected, material or immaterial, absolute or contingent, matured or unmatured, determinable or undeterminable, direct or indirect, secured or unsecured, or otherwise; provided, however, that effective as of this Agreementthe Closing, Buyer agreesPurchaser shall assume and agree to pay, effective on the Effective Date, to assume discharge or perform the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) any and all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all Liabilities of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Sellers under each Assigned Contract and each Assigned Lease; (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contractall claims for accrued payroll obligations, provided that the aggregate amount of liabilities assumed hereunder does including, but not exceed the aggregate liability for such amount set forth limited to, accrued payroll taxes, severance, unused sick and vacation leave, and employer insurance premium contributions incurred in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Ordinary Course of Business, but only so long as the underlying obligations are included as current liabilities in the calculation of Net Working Capital; (c) liabilities set forth on the Closing Statement obligation to pay the amounts owed for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth goods or services received by Sellers in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Ordinary Course of Business in respect of any trade and vendor accounts payable, so long as the underlying obligation is included as a current liability in the calculation of Net Working Capital; (d) liabilities which relate to periods all Liabilities arising out of the conduct of the Business or ownership of the Purchased Assets or assumption of the Assumed Liabilities on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; andClosing Date; (e) subject to Section 8.02, any liability or obligation and all Liabilities for Taxes arising from or (i) with respect to the Purchased Assets, the System Assets or the System Operations which is incurred in or Business to the extent attributable to any Post-a Tax Period (or portion thereof) beginning after the Closing Tax PeriodDate or (ii) allocated to the Purchaser pursuant to Section 10.1(a). (f) all Liabilities of MSN under the limited liability company agreement of InteliStaf; provided, however, that the Liabilities of InteliStaf shall not be assumed and shall be Excluded Liabilities hereunder; (g) the Assumed Workers Compensation Claims; and (h) the Assumed Professional Liability Claims.

Assumption of Liabilities. Upon (a) Liabilities to be Assumed by the terms and subject Purchasers. As partial consideration for the consummation of the Transactions, at the Closing, Silgan shall cause the respective Purchasers purchasing the Purchased Assets as designated by Silgan prior to Closing (each such Purchaser to assume the liabilities or obligations set forth below that correspond to the conditions of Purchased Assets it shall acquire pursuant to this Agreement) to assume and agree, Buyer agrees, effective on and as of the Effective DateClosing Time shall be deemed to have assumed and agreed, to assume perform when due and discharge in accordance with their respective terms, only the following liabilities and obligations of Seller the Asset Sellers (the "ASSUMED LIABILITIESAssumed Liabilities"): (ai) all The liabilities and obligations of Seller arising with respect to post-the Asset Sellers included in the Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, Working Capital; (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all The accounts payable of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereofAsset Sellers described in Section 6.10(a); (biii) Subject and without prejudice to the Selling Parties' indemnification obligations under Sections 10.2 and 10.3 of this Agreement, the liabilities and obligations of the Asset Sellers under the Real Property Leases, the Personal Property Leases, the Licenses and the Assumed Contracts, only to the extent such Real Property Leases, Personal Property Leases, Licenses or Assumed Contracts are assigned to the respective Purchasers, notwithstanding that there may be a deferred income item on the books of the Subject Companies with respect to such Contracts; (iv) The liabilities and obligations of the Asset Sellers for benefits in respect of the Employees and Retired Employees of the Asset Sellers, including under Seller Benefit Plans that are Assumed Contracts; (v) The liabilities and obligations of the Asset Sellers as set forth on, and only to the extent set forth on, Schedule 1.1(B), consistent with the classifications set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms Business' chart of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities account codes set forth on the Closing Statement for unearned revenue, provided Schedule 1.1(B) (it being understood that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount amounts set forth on Schedule 1.1(B) also include liabilities and obligations of the Acquired Companies referred to in clause (v) of the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"definition of Acquired Company Excluded Liabilities); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (evi) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect The liabilities and obligations of the Asset Sellers otherwise expressly assumed by the Purchasers pursuant to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodterms of this Agreement.

Assumption of Liabilities. Upon the terms and subject to the conditions (a) As of this Agreement, Buyer agrees, effective on the Effective Date, COF shall, and hereby does, assume and covenant and agree to assume pay, defend, satisfy, discharge and perform as and when due the following debts, liabilities and or obligations of Seller arising from or related to the Christopher's Business (the "ASSUMED LIABILITIESAssumed Liabilities"): (a1) all Debts, liabilities and or obligations described or identified in the "Unpaid Bills Detail" attached hereto as Schedule 4(a)(2); (2) Debts, liabilities or obligations arising from or related to the License Agreements; (3) Debts, liabilities or obligations arising from or related to the Assigned Contracts; (4) Debts, liabilities or obligations arising from or related to any payroll tax liabilities in the principal sum of roughly $161,806.12 which were or may have been assumed by NSI in the Acquisition Agreement; (5) Debts, liabilities or obligations arising from or related to any of the related party debt obligations described on Schedule 4(a)(5). (b) Except as expressly set forth in Section 4(a) above, COF shall not assume or in any way be responsible for any other liabilities or obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached heretoNSI whatsoever, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases including without limitation any liabilities or obligations related to the operation or condition of the Christopher's Business or the Transferred Assets arising or attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods time prior to the Effective Date Date. Further, in the event of any failure or refusal of NSI to make any installment payment of the Settlement Sum as contemplated by Section 1 above, after written notice and opportunity to cure of not less than ten (10) business days, COF shall be exonerated from liability for which Seller has paid Buyer; and (e) subject to Section 8.02the Assumed Liabilities. Further, COF shall not assume or in any liability or obligation way be responsible for Taxes arising from or with respect to the Purchased Assetsdefending any lawsuits pending against the VL Parties, the System or the System Operations which is incurred in or attributable to and shall notify VL Parties upon making any Post-Closing Tax Periodpayment on such Assumed Liabilities.

Assumption of Liabilities. Upon (a) Subject to the terms and subject to the conditions of set forth in this Agreement, Buyer agreesat the Closing, effective on the Effective DatePurchaser shall assume, to assume the following pay, perform and discharge all duties, responsibilities, obligations or liabilities and obligations of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date, with respect to the following (collectively, the "ASSUMED LIABILITIESLiabilities"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached heretoDeposits, including IRA and Keogh Accounts to the extent contemplated bx Xectiox 0.0; (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior Real Property, to the extent arising out of Purchaser's use after the Closing Date, the Branch Leases and Tenant Leases and the Other Assets; (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior Personal Property, to the extent arising out of Purchaser's use after the Closing Date, and the Safe Deposit Agreements; (but excluding in all iv) the contractual obligations of the foregoing cases any liabilities or obligations attributable Seller under the Loan Documents, and the servicing of the Loans pursuant to any failure by Seller to comply with Section 2.5; and (v) the terms thereofAccrued Liabilities, if any, described in Section 2.2 (a)(v);. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities of Seller, or of any of Seller's Affiliates, of any kind or nature, known, unknown, contingent or otherwise, other than the Liabilities or as otherwise expressly set forth on the Closing Statement herein. Seller shall continue to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contractbe responsible for all its known and unknown liabilities and obligations, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenuewhether arising before, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect Closing Date, not expressly assumed by Purchaser pursuant to this agreement, including and without limitation, liabilities relating to Seller's employment of which prorations are made under Section 2.08 its employees or former employees and their beneficiaries, including and without limitation, liabilities which and obligations relating to Seller's benefit plans, vacation benefits to employees or their beneficiaries earned through the Closing Date, medical and other benefit obligations to retirees and their beneficiaries, medical and other benefit obligations to employees and their beneficiaries that relate to periods prior to events or activities occurring or conditions or states of fact at or before the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodDate.

Assumption of Liabilities. Upon (a) Subject to the terms and subject conditions set forth in this Agreement, Purchaser shall, at the Closing, assume and shall pay, perform, satisfy and discharge when due, and Purchaser shall hold harmless and indemnify Seller and its Affiliates from and against, the following Liabilities of the Vuforia Business (collectively, the "Assumed Liabilities"): (i) all Liabilities reflected or reserved for on the Vuforia Balance Sheet; (ii) all Liabilities arising out of or relating to the conditions Transferred Contracts; (iii) all Liabilities with respect to product warranties and service obligations arising out of or relating to the operations of the Vuforia Business, or any products manufactured, sold or distributed on behalf of the Vuforia Business, on or after the Closing; (iv) all liabilities related to the Swiss Subsidiary and the ownership of the capital shares, stock or similar ownership rights of the Swiss Subsidiary, arising on or after the Closing; (v) all Liabilities relating to the Vuforia Business Employees that become employees of Purchaser or any of its Affiliates at Closing, pursuant to applicable law or pursuant to Section 7 of this Agreement, Buyer agreesregardless of when such Liabilities arose, effective including but not limited to all Liabilities (i) based on any act or omission of Purchaser or one of its Affiliates (including claims for wrongful or unfair termination or dismissal, advance notice and/or severance) or (ii) arising out of or resulting from Purchaser's or its Affiliates' failure to comply with the Effective covenants in Section 7 of this Agreement; (vi) all Liabilities relating to the Vuforia U.S. Employees for any Employment Loss under the WARN Act arising out of or resulting from Purchaser's or its Affiliates' failure to comply with the covenants in Section 7 of this Agreement; (vii) all Liabilities for accounts payable for goods and services received or rendered by or on behalf of the Vuforia Business prior to the Closing Date; and (viii) all Liabilities for Taxes attributable to the Vuforia Business and the Purchased Assets (A) for periods other than the Pre-Closing Tax Periods, to (B) described in Section 6.7(a), or (C) arising from a breach by Purchaser, its Affiliates and/or its Representatives of its obligations in Section 6.7(b). (b) Seller shall retain, and shall be responsible for paying, performing, satisfying and discharging when due, and Purchaser shall not assume or have any responsibility for, the following liabilities and obligations Liabilities of Seller (collectively, the "ASSUMED LIABILITIESExcluded Liabilities"): (ai) all liabilities and obligations Taxes not described in Section 1.3(a)(viii) that are (x) now or hereafter owed by Seller or any Affiliate of Seller arising (other than the Swiss Subsidiary), or attributable to the Purchased Assets or the Vuforia Business relating to any Pre-Closing Tax Period or (y) of the Swiss Subsidiary (1) with respect to post-any Taxable period (or portion thereof, determined in a manner consistent with Section 1.3(c) hereof) ending on or before the Closing periods under Date, (i2) resulting from or attributable to the Contracts listed consummation of the transactions contemplated by this Agreement, or (3) for any Taxes of any other Person imposed on Schedule 2.02(a) attached heretothe Swiss Subsidiary as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing; (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior all Liabilities to the Closing and extent relating exclusively to the Excluded Assets and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior all Liabilities relating to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities matters set forth on Part 3.18 of the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES");Disclosure Schedule. (c) liabilities set forth on In the Closing Statement for unearned revenuecase of any Straddle Period, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods any Taxes based on or after measured by income, receipts or payroll for the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any PostPre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of the Closing Date, and the amount of other Taxes that relates to the Pre-Closing Tax Period shall be deemed to be an amount of such Tax for the entire period multiplied by a fraction the numerator of which is the number of days from the beginning of the Straddle Period through and including the Closing Date and the denominator of which is the number of days in the Straddle Period.

Assumption of Liabilities. Upon (a) At the Closing, Purchaser shall assume (i) the liabilities and obligations of Sellers arising from and after the Closing Date under or in respect of the Leases (including any obligation to refund any Security Deposits), the Operating Agreement, the Assumed Contracts (with the liability of Purchaser being limited to the same extent, if any, as Sellers’ liability is limited thereunder), and Assumed Debt but only to the extent such liabilities and obligations do not arise out of any transaction, event, circumstance, action, failure to act or occurrence of any sort or type which occurred, existed or was taken prior to the Closing Date and (ii) other liabilities and obligations herein described to the extent Purchaser has received proration credit therefor or is expressly obligated to pay under the terms of this Agreement. All of the obligations to be assumed by Purchaser pursuant to this Section 2.3(a) are hereinafter referred to as the “Assumed Liabilities”. (b) Except as otherwise herein expressly provided, Purchaser is not assuming and subject shall not by virtue of the consummation of the Transactions be deemed to have assumed any liabilities or obligations which are not Assumed Liabilities (collectively, “Sellers’ Liabilities”). Without limiting the foregoing, Sellers’ Liabilities shall include (i) all federal, state and local taxes of whatever kind and nature assessed against, incurred by or due from Sellers or the Property (other than real estate taxes and assessments on real property for which Purchaser has received credit under Article V) for periods prior to closing, (ii) liabilities relating to any employees, employee benefit plans or collective bargaining agreements of Sellers, including without limitation compliance with all applicable laws, rules and regulations in connection with employment, benefits and labor issues, severance obligations, and liabilities or expenses relating to the conditions claims disclosed by Sellers in pursuant to the terms of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assetsany litigation, the System proceedings or claims against Sellers or the System Operations which is incurred in Property, whether or attributable to any Post-Closing Tax Periodnot then pending or threatened and whether or not then known.

Assumption of Liabilities. Upon On the terms Closing Date, Buyer shall execute and deliver to Sellers the Assignment and Assumption Agreement pursuant to which Buyer shall assume and agree to pay, perform and discharge when due, and subject to the conditions provisions of this AgreementArticle X, Buyer agreesindemnify Sellers against and hold them harmless from and after the Closing, effective on the Effective Date, to assume only the following liabilities and obligations Liabilities of Seller Sellers (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities of the Liabilities of Sellers specifically accrued or reserved against, or reflected on, the Most Recent Balance Sheet to the extent the same have not been or will not be satisfied or discharged at or prior to the Effective Time; (b) all of the Liabilities of Sellers relating to the Business of the type customarily accrued, reserved against or reflected in the accounts of the Business, arising between the date of the Most Recent Balance Sheet and obligations of Seller arising with respect to post-the Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers Date in the ordinary course of business the Business, to the extent the same have not been or will not be satisfied or discharged at or prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Effective Time; (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount all Liabilities in respect of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES");Transferred Employees other than those specifically excluded pursuant to Article IX; and (d) liabilities which relate subject to periods on the specific provisions of this Agreement applicable to specific categories of Liabilities, all Liabilities (except the Excluded Liabilities) of Sellers, arising out of the Purchased Assets or the Business before or after the Effective Date Time, including those related to (i) warranty or guarantee obligations or Liabilities (including product liability) in respect of which prorations are made under Section 2.08 and liabilities which relate to periods claims for defective Business Products manufactured or sold prior to the Effective Date Time, (ii) refunds, adjustments, allowances, repairs, exchanges, returns and warranty of merchantability and other claims in respect of Business Products manufactured or sold prior to the Effective Time, (iii) general tort liability, (iv) environmental Liability for which Seller has paid Buyer; and the Acquired Property and (ev) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to Contract included within the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.

Assumption of Liabilities. Upon The only obligations and liabilities to be assumed by the terms and subject to Buyer in connection with its acquisition of the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller Transferred Assets (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under are (i) the Contracts obligations specified under the executory contracts and work orders listed on Schedule 2.02(a1.05 (the "Assigned Contracts") attached hereto(provided such contracts and work orders are assigned to the Buyer in writing by the Seller and the other parties thereto, if necessary, and provided such contracts and assignments are delivered on or prior to the Closing Date), other than obligations (A) arising thereunder as a result of any breach of or default under any such contract by the Seller prior to the Closing, or as to any continuing obligations of the Seller, after the Closing or (B) incurred on account of the operation of the Business by the Seller prior to the Closing Date; (ii) Contracts entered into obligations for performance by the Buyer that arise after the Closing Date under the Transferred Licenses, other than obligations (A) arising thereunder as a result of any breach of or default by the Seller with subscribers prior to the Closing, or as to any continuing obligations of the Seller, after the Closing or (B) incurred on account of the operation of the Business by the Seller prior to the Closing Date; (iii) accounts payable of the Seller (in an aggregate amount not to exceed $7,000) incurred in the ordinary course of business prior and which relate to inventories and supplies being transferred to the Closing Buyer hereunder; and (iiiiv) any other Contracts entered into by Seller with those liabilities and obligations of the consent Buyer arising out of Buyer (which consent is not to be unreasonably withheld its operation or delayed) in ownership of the ordinary course of business prior to Transferred Assets after the Closing (but excluding in all of Date. Except for the foregoing cases Assumed Liabilities, the Buyer shall not assume or be responsible for any liabilities or obligations attributable to of the Seller, including any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits which relate in any manner to the customers who are entitled operation of the Business prior to receive same the Closing, and the Seller shall indemnify, defend, and hold the Buyer (and its Affiliates and their respective officers, directors and employees) harmless from all of such obligations and liabilities in accordance with and to the terms extent provided in Article VIII hereof. In furtherance of their service contractthe foregoing, provided that at the aggregate amount of liabilities assumed hereunder does not exceed Closing, the aggregate liability for such amount set forth Seller and the Buyer shall enter into one or more Assignment and Assumption Agreements in substantially the Closing Statement form attached hereto as Exhibit C --------- (the "CLOSING DEPOSIT LIABILITIESAssignment and Assumption Agreement"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.

Assumption of Liabilities. Upon the terms and subject Subject to the conditions of this Agreement, Buyer agreesClosing, effective on as of and from the Effective DateTime, to the Purchaser shall assume and become responsible for, and shall perform, discharge and pay when due the following obligations and liabilities and obligations of Seller (the collectively, "ASSUMED LIABILITIESAssumed Liabilities"): (a) all obligations and liabilities and obligations of Seller arising any kind with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior Purchased Business to the Closing extent such obligations and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all liabilities arise out of the foregoing cases conduct of the Purchased Business by the Purchaser or the use, ownership or operation of the Purchased Assets from and after the Effective Time; provided, however, that the Purchaser shall not assume nor shall the Purchaser become responsible or liable for any liabilities liability or obligations attributable to obligation arising from or out of any failure by Seller to comply with breach or non-performance of any Contract occurring before the terms thereof)Effective Time; (b) the current liabilities set forth on of the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Purchased Business as at Closing; (c) all obligations and liabilities set forth on relating to or arising from or in connection with the Closing Statement for unearned revenue, provided that Purchaser's employment of each of the aggregate amount of liabilities assumed hereunder does not exceed Transferred Employees from and after the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES");Employee Start Date; and (d) subject in all respects to Section 5.15, all obligations and liabilities which relate to periods on or after of the Effective Date Vendor and the Vendor Affiliates in respect of accrued and unused vacation relating to or arising from or in connection with the Vendor's or a Vendor Affiliate's employment of each of the Transferred Employees which prorations are made under Section 2.08 obligations and liabilities which relate to periods existed and accrued at any or all times prior to the Effective Date for which Seller has paid Buyer; and (e) subject Employee Start Date. Nothing in this Section 2.4 shall be construed to Section 8.02, negate any liability or obligation for Taxes arising from explicitly assumed by the Purchaser elsewhere in this Agreement or with respect to in any other Transaction Document. Other than those liabilities explicitly assumed by the Purchased AssetsPurchaser in this Section 2.4 and elsewhere in this Agreement or any other Transaction Document, the System Purchaser, directly or the System Operations which is incurred in indirectly, shall assume no liabilities or attributable to obligations of Vendor or any Post-Closing Tax PeriodVendor Affiliate and shall not be liable therefor.

Assumption of Liabilities. Upon At the terms Closing, Purchaser shall assume and subject agree to pay, discharge or perform, as appropriate, the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume following and only the following liabilities and obligations of Seller (collectively, the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities and obligations accounts payable CNS of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a1.6(a) attached hereto(excluding accounts payable, (iiif any, to affiliates of CNS) Contracts entered into by Seller with subscribers existing as of the Closing Date that relate to the Business and that were incurred in the ordinary course of business, and that were not paid as of the Closing Date in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller consistent with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)past practice; (b) liabilities set forth on accrued salaries, wages, vacation and sick pay (and Taxes with respect to such items) with respect to Transferred Employees (as defined herein) of CNS and Xxxxxxx Neurosurgical listed in Section 7.1(b) of the Disclosure Statement existing as of the Closing Statement to refund the security deposits Date (except to the customers who are entitled extent specifically excluded in Section 1.7 hereof), and any other liabilities and obligations with respect to receive same such employees to the extent expressly provided in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Section 7.3 hereof; (c) all liabilities set forth on and obligations of CNS arising under the Closing Statement for unearned revenueContracts, provided including unfilled sale orders assigned to Purchaser pursuant to Section 1.1(j) hereof; provided, however, that Purchaser shall not assume or be responsible for, but shall be indemnified with respect to, any liabilities or obligations which arise from breaches of such Contracts or defaults thereunder by CNS prior to the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Closing; (d) all liabilities and obligations of Xxxxxxx Neurosurgical arising under the CN Contracts, including unfilled sale orders assigned to Purchaser pursuant to Section 1.2(g) hereof; provided, however, that Purchaser shall not assume or be responsible for, but shall be indemnified with respect to, any liabilities or obligations which relate to periods on arise from breaches of such CN Contracts or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods defaults thereunder by Xxxxxxx Neurosurgical prior to the Effective Date for which Seller has paid BuyerClosing; (e) the Exton Lease; and (ef) subject liabilities for bodily injury to Section 8.02, any liability person or obligation for Taxes damage to any property arising from out of or with respect relating to any product manufactured or assembled by CNS related to the Purchased AssetsBusiness prior to the Closing, except for product liability claims existing on the System Closing Date or potential product liability claims of which either Seller had knowledge on the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodDate.

Assumption of Liabilities. Upon As additional consideration for the terms Acquired Assets, the Buyer hereby assumes the Assumed Liabilities (as defined below). All other liabilities of any nature whatsoever of the Seller shall remain and subject be the sole obligation of the Seller including, without limitation, product liability, product warranties, all other pending litigation, liabilities related to outstanding debentures of the conditions Seller (the "Debentures") and liabilities for any unpaid legal fees and disbursements payable to Richardx, Xxxxxn & Xxxshon (xxx "RWG Liabilities") not included in the Assumed Liabilities. For purposes of this Agreement, Buyer agreesthe term "Assumed Liabilities" shall be defined as and shall be expressly limited to the following listed liabilities: (i) unsecured liabilities (other than the Reorganization Liabilities, effective as defined below) of the Seller as of the Closing, as reflected on the Effective Datebooks and records of the Seller, up to assume the following liabilities and obligations of Seller a maximum aggregate amount not to exceed $3,600,000 (the "ASSUMED LIABILITIESTrade Liabilities"): (a) all liabilities . The Trade Liabilities shall consist solely of the amounts set forth next to the names of the respective suppliers and obligations other creditors of the Seller arising with respect to post-Closing periods under (i) the Contracts whom such Trade Liabilities are due, as listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof2.7(i); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (eii) subject unsecured liabilities (other than the Trade Liabilities) owed to Section 8.02, any liability or obligation for Taxes arising from or with respect holders of allowed claims pursuant to the Purchased Assetsplan of reorganization of Image Laboratories, Inc., up to a maximum amount not to exceed $3,065,000 (the System or "Reorganization Liabilities"). The Reorganization Liabilities shall consist solely of the System Operations which is incurred in or attributable amounts set forth next to any Post-Closing Tax Periodthe names of the respective holders of such claims to whom such Reorganization Liabilities are due, as listed on Schedule 2.7(ii).

Assumption of Liabilities. Upon (a) At the terms and subject to the conditions of this AgreementClosing, Buyer agreesshall assume and thereafter pay, effective on the Effective Date, to assume honor and discharge when due and payable only the following liabilities and obligations Liabilities of Seller (the "ASSUMED LIABILITIES"“Assumed Liabilities”): (ai) all liabilities and obligations Liabilities of Seller arising and its Affiliates accruing with respect to post-periods commencing on and after the Effective Time under the Assumed Contracts and which relate to the performance of the Assumed Contracts after the Effective Time; (ii) all Liabilities with respect to employee matters to be assumed or performed by Buyer pursuant to Article 7 (the “Assumed Employment Obligations”); (iii) all Liabilities occurring, arising out of or related to the ownership and operation of the Business and the Transferred Assets on and after the Effective Time; and (iv) any Liability created by this Agreement that is the express obligation of Buyer. (b) Buyer does not assume or agree to pay, honor or discharge, and will not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing periods under pursuant to this Agreement, or as a result of the consummation of the transactions contemplated hereby, to have assumed, or to have agreed to pay, honor or discharge, any Liability of Seller, existing prior to the Effective Time or arising thereafter and which arise out of or relate to or are otherwise attributable to events or circumstances occurring prior to, or in existence prior to, the Effective Time (the “Retained Liabilities”), including, without limitation, the following: (i) all Liabilities related to the Contracts listed on Schedule 2.02(a) attached heretoemployment by Seller or its Affiliates of any current or past employees prior to the Effective Time, other than the Assumed Employment Obligations; (ii) Contracts entered into by Seller with subscribers all Liabilities arising under any contracts which are not Assumed Contracts; (iii) all Liabilities arising under any actions, suits and proceedings pending or threatened at Law or in equity or before any Governmental Entity (whether or not service of process has been perfected) as of the Effective Time; (iv) to the extent that such are unpaid, all trade accounts payable arising from goods or products received or services performed for the Business in the ordinary course of business prior to the Closing and which either (iiiA) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities are set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with Balance Sheets or (B) have been incurred since March 26, 2006 without violating the terms of their service contractSection 6.1 had such terms been in effect as of March 26, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")2006; (cv) liabilities set forth on all Liabilities arising from the Closing Statement for unearned revenue, provided that ownership or operation of any of the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid BuyerExcluded Assets; and (evi) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Periodall Liabilities of Seller that are not Assumed Liabilities.

Assumption of Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, Buyer agreesat the Closing, Purchaser shall assume, effective on as of the Effective DateClosing, to assume and shall timely perform, pay and discharge in accordance with their respective terms, all Liabilities of Seller other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, without limitation, the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"):Liabilities: (a) all liabilities and obligations Liabilities of Seller under the Purchased Contracts arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to from and after the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Date; (b) liabilities set forth on the Closing Statement to refund the security deposits any sales, use, stamp, transfer and other Taxes applicable to the customers who are entitled transfer of the Purchased Assets pursuant to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities this Agreement for which Purchaser has assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"responsibility pursuant to Section 7.15(b); (c) liabilities set forth on all Accounts Payable as of the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES")Date; (d) liabilities which relate to periods on or Liabilities arising from and after the Effective Closing Date in with respect of which prorations are made under Section 2.08 to the Business and liabilities which relate the Purchased Assets; (e) all product Liabilities, all product warranties or guaranty Liabilities, and all Liabilities for product recall or replacement with respect to periods any product sold by the Business (including prior to the Effective Date Closing and whether or not any claim thereof has been made or is pending as of the Closing), in each case, solely to the extent of the amount of proceeds actually received by Purchaser for which Seller has paid Buyerclaims made pursuant to the Assigned Insurance Policy; (f) Liabilities under the Leased Real Property leases arising from and after the Closing Date; and (eg) subject to except as otherwise provided in Section 8.027.15(c), any liability or obligation Liabilities for Taxes arising from or with respect relating to the Purchased Assets, Assets for all taxable periods (or portions thereof) beginning after the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodDate.

Assumption of Liabilities. Upon the terms and subject to the conditions of contained in this Agreement, at the Closing, Buyer agrees, effective on the Effective Date, to or one of its Subsidiaries shall assume the following liabilities following, and obligations only the following, Liabilities of Seller (individually, an “Assumed Liability” and collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all the trade accounts payable and accrued liabilities and obligations of Seller arising with (other than intercompany accounts payable and accrued liabilities between or among any Seller Parties or the Affiniti Companies or accrued liabilities in respect of any present or former employees of any Seller Party, provided that the Accrued Employee Vacation Pay shall be so assumed hereunder) specifically set forth on the Closing Net Asset Value Statement, solely to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers extent relating to the Business and incurred in the ordinary course of business prior to as of the Closing Date, and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is in an amount not to be unreasonably withheld or delayed) in exceed the ordinary course of business prior to amount set forth for such Liabilities on the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Net Asset Value Statement; (b) liabilities all Liabilities accruing, arising out of, or relating to events or occurrences happening from and after the Closing under the Assumed Contracts and the Lease set forth on the Closing Statement to refund the security deposits Schedule 2.2(b), but not including any Liability for any Default under any such Assumed Contract or Lease occurring prior to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Closing; (c) liabilities set forth on all Liabilities to the extent accruing, arising out of, or relating to events or occurrences happening from and after the Closing Statement for unearned revenueinsofar as they relate to the ownership or operation of the Business or the ownership, provided that use or operation of the aggregate amount of liabilities assumed hereunder does not exceed Assets from and after the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES");Closing; and (d) liabilities which relate all Liabilities for Taxes, other than Income Taxes, relating to the Business for the periods on or portions thereof from and after the Effective Closing Date (other than for certain Transfer Taxes as provided in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period2.7 below).

Assumption of Liabilities. Upon (a) On the terms and subject to the conditions of this AgreementClosing Date, Buyer agreesshall assume and agree to discharge and perform, effective on the Effective Dateas and when due, to assume only the following liabilities and obligations as they exist as of Seller the Closing Date: (the "ASSUMED LIABILITIES"): (ai) all liabilities and obligations of each Seller arising that are “accounts payable - trade” of such Seller as determined in accordance with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached heretoGAAP, (ii) Contracts each Seller’s accrued ad valorem, real and tangible personal property taxes payable, and (iii) all obligations of each Seller pursuant to leases, licenses, contracts or commitments that (A) are disclosed on Schedule 1.1(k) or (B) are entered into after the date of this Agreement in accordance with Section 3.1, but only to the extent such obligations relate to periods or goods or services provided to Buyer on or after the Closing Date or are included within the obligations assumed pursuant to clause (i) of this Section 1.8, in all cases excepting any liabilities or obligations of any nature whatsoever of either Seller or any Related Party for any Employee Benefit Plans (as defined in Section 2.1.19(a)) (collectively the “Assumed Liabilities”). Notwithstanding the foregoing and anything else contained in this Agreement to the contrary, Buyer shall not assume any liabilities or obligations of either Seller under any dealer agreement (including those listed on Schedule 1.8), any intercompany agreement (including those listed on Schedule 1.8) or any of the other contracts listed on Schedule 1.8 (collectively, the “Excluded Contracts”) or any liabilities or obligations of either Seller to the other Seller or to any Related Party, and “Assumed Liabilities” shall not include any such liabilities or obligations. (b) Notwithstanding the foregoing, Buyer shall not assume or agree to pay, discharge or perform any liabilities or obligations to the extent arising out of any breach by either Seller of any provision of any contract, including liabilities or obligations to the extent arising out of either Seller’s failure to perform any contract in accordance with subscribers in the ordinary course of business its terms prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all liability arising out of the foregoing cases assignment to Buyer of any liabilities or obligations attributable to any failure by Seller to comply with contract in violation of the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES");. (c) This is a purchase of assets and Buyer shall not assume or be bound by or responsible for any obligations or liabilities set forth on of either Seller, or the Closing Statement for unearned revenuepredecessors, provided that the aggregate amount shareholders or members of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on either Seller, of any kind or after the Effective Date in respect of which prorations are made under Section 2.08 nature, known or unknown, contingent or otherwise, other than those obligations and liabilities which relate expressly assumed by Buyer pursuant to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to this Section 8.021.8. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 1.8, any liability or obligation for Taxes arising from or with respect to the Purchased AssetsBUYER SHALL NOT ASSUME OR BE RESPONSIBLE FOR ANY DEBTS, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodLIABILITIES OR OBLIGATIONS OF EITHER SELLER, THE SHAREHOLDERS OR MEMBERS OF EITHER SELLER, OR ANY RELATED PARTY, INCLUDING ANY LIABILITIES OR OBLIGATIONS OF ANY NATURE WHATSOEVER WITH RESPECT TO TAXES AND LIABILITIES OR OBLIGATIONS OF ANY NATURE WHATSOEVER ARISING WITH RESPECT TO ANY EMPLOYEE BENEFIT PLAN.

Assumption of Liabilities. Upon (a) In addition to payment of the terms Purchase Price, upon and subject to the terms and conditions of this Agreementhereof, Buyer agreesat the Closing, effective on the Effective DatePurchaser shall assume and agree to pay, to assume perform and discharge only the following liabilities and obligations of Seller Sellers exclusively relating to the Purchased Business (the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) those liabilities reflected on the Contracts listed Interim Financial Statements which remain unpaid on Schedule 2.02(a) attached hereto, the Closing Date and which are not Excluded Liabilities (as defined in Section 1.4(b)); (ii) Contracts entered into by Seller with subscribers those liabilities which have arisen in the ordinary course of Sellers' business up to and including the date of the Interim Financial Statements, which were not of a type or nature required to be, or that could be, reflected on either such Statement under GAAP, including warranty claims relating to products manufactured by either Seller prior to the Closing and Closing; (iii) any other Contracts entered into by Seller with the consent of Buyer (those liabilities which consent is not to be unreasonably withheld or delayed) have arisen in the ordinary course of Sellers' business subsequent to the date of the Interim Financial Statements, including warranty claims relating to products manufactured by either Seller prior to Closing; (iv) those liabilities and obligations arising under Sellers' contracts, agreements, other instruments, commitments, arrangements and understandings which are either (1) listed on Schedule 2.13 or other Schedules to this Agreement, or (2) exempt from listing on Schedule 2.13 by the terms of Section 2.13; and (v) those liabilities and obligations otherwise disclosed in this Agreement (including any schedule, exhibit or document delivered pursuant to this Agreement) unless such disclosure identifies the liability or obligation as an Excluded Liability. (b) Notwithstanding anything in this Agreement to the contrary, the Assumed Liabilities are the only liabilities of the Sellers or the Purchased Business to be assumed, paid, performed and discharged by Purchaser. All liabilities and obligations of the Sellers or the Purchased Business other than the Assumed Liabilities are herein sometimes referred to as the "Excluded Liabilities." Without limiting the generality of the foregoing, Purchaser shall not assume, pay, perform or discharge any of the following Excluded Liabilities: (i) any liability or obligation of the Sellers for fees, costs and expenses of the Sellers' attorneys, independent public accountants or other outside representatives incurred in connection with the negotiation, preparation or consummation of this Agreement or the transactions contemplated hereby; (ii) liabilities or obligations of the Sellers to the Shareholders as such or in connection with or arising out of the issuance or redemption of any shares; (iii) liabilities of the Sellers arising out of any claim, demand or proceeding based on any Environmental Matters, other than continuing obligations under ISRA Approval and under any contract assumed by Purchaser hereunder (e.g. California labeling requirements under the DiPixxx Xxxeement) which shall be Assumed Liabilities and not Excluded Liabilities; (iv) liabilities arising out of any pending litigation disclosed on Schedule 2.10 or arising out of or based on any contract or commitment entered into prior to the Closing Date and which is required to be, but is not disclosed herein or in any Schedule hereto or any document to be delivered hereunder; provided that Sellers shall be entitled to all benefits arising under or out of any such contract or commitment not assumed by Purchaser; (but excluding in all v) liabilities or obligations of the foregoing cases Sellers for any income taxes imposed by federal, state, municipal or any other governmental authority payable by the Shareholders based on Seller's income accrued through the Closing Date; (vi) liabilities or obligations of the Sellers for Excluded Debt; provided that between June 1, 2000 and the Closing Date, Sellers shall not pay down the Excluded Debt by an amount that exceeds 50% of the Post-May 2000 Earnings (it being recognized that Sellers may inadvertently violate this proviso since at the Closing Date the exact amount of the Post-May 2000 Earnings will not yet be known). Upon determination of the Post-May 2000 Earnings, if it is determined that between June 1, 2000 and the Closing Date the Excluded Debt was paid down by an amount exceeding 50% of the Post-May 2000 Earnings, then an adjustment shall be payable from Sellers to Purchaser (in the form of an offset against the Post-May 2000 Earnings and Tax Differential payable by Purchaser to Seller) to reflect what the Excluded Debt would have been on the Closing Date had it been paid down after May 31, 2000 by an amount equal to 50% of the Post-May 2000 Earnings; (vii) any liabilities or obligations attributable of the Sellers with respect to any failure by Seller to comply with transaction entered into after the terms thereof)Closing Date; (bviii) liabilities set forth or obligations of the Sellers for legal and accounting expenses, user fees and other administrative costs of terminating any Plans which are to be terminated by either Seller pursuant to this Agreement, but excluding Plan contributions accrued as liabilities accrued on Sellers' books as of the Closing Statement to refund the security deposits to the customers who and mandatory post-Closing administrative costs, which shall be Assumed Liabilities, and liabilities under any Plans of either Seller that are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for terminated by such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Seller; (cix) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on COBRA obligations arising under any health or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which medical benefit plan maintained by either Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to any employee terminated prior to Closing; or (x) any liability for which the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodSellers are indemnifying Purchaser under this Agreement.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreementcontained herein, Buyer agrees, effective on the Effective Date, to shall assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) become responsible for any and all liabilities and obligations arising out of, or relating to events occurring after 12:01 am Eastern Standard Time on the Closing Date (the "Adjustment Time") the ownership of the Land and the Tower, and the operation of the business relating to the Assets (collectively, the "Assumed Liabilities"). (b) Subject to the provisions of Section 13, it is understood and agreed that all liabilities to third parties relating to the Assets that arise out of any act, event, or transaction of Seller arising with respect or the ownership of the Assets or the operator of the business relating to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in Assets subject to the ordinary course provisions of business Section 13 prior to the Closing Date (the "Retained Liabilities") shall remain the responsibility of Seller. Buyer shall not be required to defend any suit or claim arising out of any Retained Liabilities, and (iii) any other Contracts entered into by Seller with the consent of shall and hereby agrees to satisfy in due course all such Retained Liabilities, and Seller shall protect and forever hold Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in harmless from all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or claims with respect to such Retained Liabilities. It is understood and agreed that all liabilities relating to the Purchased AssetsAssets that arise out of any act, event, or transaction of Buyer following the System Closing Date (the "Assumed Liabilities") shall be the responsibility of Buyer. Seller shall not be required to defend any suit or claim arising out of any Assumed Liabilities, and Buyer shall and hereby agrees to satisfy in due course all such Assumed Liabilities, and subject to the System Operations which is incurred in or attributable provisions of Section 13 Buyer shall protect and forever hold Seller harmless from all claims with respect to any Post-Closing Tax Periodsuch Assumed Liabilities.

Assumption of Liabilities. Upon the terms and subject Subject to the conditions provisions of this AgreementSECTION 1.4, on the Closing Date, Buyer agreesshall only assume and undertake to pay, effective on satisfy or discharge the Effective Dateliabilities, to assume the following liabilities obligations and obligations commitments of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller Industries arising with respect to post-Closing periods under (i) the Real Estate Contracts listed on Schedule 2.02(a) attached hereto, and the Contracts described more fully in SECTIONS 7.9 AND 7.10; (ii) Contracts entered into by Seller with subscribers all other contracts of Industries arising in the ordinary course of business prior to and consistent with past practices between the date hereof and the Closing and Date; (iii) any other Contracts contracts entered into by Seller with between the consent date hereof and the Closing Date which Buyer expressly agrees in writing to assume; and (iv) all liabilities of Buyer (which consent is not to be unreasonably withheld or delayed) Industries as set forth on the Financial Statements as well as those incurred in the ordinary course of business consistent with the terms hereof and set forth on SCHEDULE 7.16 and for taxes as set forth herein. All of the foregoing liabilities and obligations shall be referred to herein collectively as the "Assumed Liabilities". Except as set forth in this SECTION 1.4, Buyer expressly does not, and shall not, assume or be deemed to assume, under this Agreement or otherwise by reason of the transactions contemplated hereby, any liabilities, obligations or commitments of Industries of any nature whatsoever. Without limiting the generality of the foregoing, except as set forth in this SECTION 1.4 Buyer shall not assume or be liable for any liability or obligation of Industries arising out of any contract of employment, collective bargaining agreement, insurance, pension, retirement, deferred compensation, incentive bonus or profit sharing or employee benefit plan or trust, or any judgment, litigation, proceeding or claim by any person or entity relating to Industries prior to the Closing (but excluding in all of the foregoing cases any liabilities Date, whether or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contractnot such judgment, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenuelitigation, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods proceeding or claim is pending, threatened or asserted before, on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodDate.

Assumption of Liabilities. Upon Except for the terms Retained Liabilities, at the Closing hereunder, the Purchaser shall assume and subject agree to the conditions of this Agreementtimely pay, Buyer agreesdischarge or perform, effective on the Effective Dateas appropriate, to assume the following liabilities and obligations Liabilities of Seller (collectively, the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities and obligations Liabilities of Seller arising with respect relating or pertaining to post-the Business conducted by the Seller prior to or through the Closing periods under or otherwise including, without limitation, (i) Liabilities reflected on the Contracts listed on Schedule 2.02(a) attached heretoPreliminary Balance Sheet (including accrued unpaid dividends in respect of the Series A Preferred Stock up to a maximum aggregate amount of Four Hundred Thousand Dollars ($400,000), as set forth thereon), (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing Liabilities otherwise disclosed on Schedule 2.3(a), and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to Liabilities reflected on the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Date Balance Sheet; (b) liabilities set forth on PNC Indebtedness not required to be paid by the Seller pursuant to the provisions of Section 2.4(a) and, in connection therewith, at the Closing Statement the Purchaser shall remit to refund PNC, by wire transfer of immediately available funds, the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities PNC Indebtedness assumed hereunder does not exceed by the aggregate liability for such amount set forth Purchaser under this Section 2.3(b) in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"complete satisfaction of its duties and obligations under this Section 2.3(b); (c) liabilities set forth on without limiting the generality of the provisions of Section 2.3(a) hereof, accrued Liabilities as of the Closing Statement for unearned revenueDate under DLB's performance bonus plan authorized and adopted by the Board of DLB, provided that pursuant to and in accordance with the aggregate amount terms and conditions of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth plan, as reflected in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"resolution adopted by the Board of DLB in connection therewith, a copy of which Board resolution is attached hereto as Schedule 2.3(c); (d) liabilities which relate to periods on or after without limiting the Effective Date generality of the provisions of Section 2.3(a) hereof, all Liabilities of Seller in respect of the agreements, contracts, commitments and leases which prorations are made under described in Section 2.08 and liabilities which relate 4.13 hereof or are not required to periods prior to be identified in accordance with the Effective Date for which Seller has paid Buyerprovisions of such Section 4.13; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or all Liabilities of the Seller and Knightview under and with respect to (i) the Purchased AssetsKnightview Lease, (ii) trade payables relating or pertaining to the System operation of the Business at the UK Premises through the Closing Date, regardless of whether such Business was conducted by (A) the Seller, (B) Knightview, or (C) DLB Ltd. (for the System Operations benefit, directly or indirectly, of the Seller or Knightview), a list of which is incurred in or attributable trade payables being assumed by the Purchaser pursuant hereto shall be furnished by the Seller to any Post-Closing Tax Period.the Purchaser at the Closing, and

Assumption of Liabilities. Upon (a) Subject to the terms and subject conditions set forth in this Agreement, Purchaser shall, at the Closing, assume and shall pay, perform, satisfy and discharge when due, and Purchaser shall hold harmless and indemnify Seller and its Affiliates from and against, the following Liabilities of the Vuforia Business (collectively, the "Assumed Liabilities"): (i) all Liabilities reflected or reserved for on the Vuforia Balance Sheet; (ii) all Liabilities arising out of or relating to the conditions Transferred Contracts; (iii) all Liabilities with respect to product warranties and service obligations arising out of or relating to the operations of the Vuforia Business, or any products manufactured, sold or distributed on behalf of the Vuforia Business, on or after the Closing; (iv) all liabilities related to the Swiss Subsidiary and the ownership of the capital shares, stock or similar ownership rights of the Swiss Subsidiary, arising on or after the Closing; (v) all Liabilities relating to the Vuforia Business Employees that become employees of Purchaser or any of its Affiliates at Closing, pursuant to applicable law or pursuant to Section 7 of this Agreement, Buyer agreesregardless of when such Liabilities arose, effective on the Effective Date, including but not limited to assume the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under Liabilities (i) the Contracts listed based on Schedule 2.02(aany act or omission of Purchaser or one of its Affiliates (including claims for wrongful or unfair termination or dismissal, advance notice and/or severance) attached hereto, or (ii) Contracts entered into arising out of or resulting from Purchaser's or its Affiliates' failure to comply with the covenants in Section 7 of this Agreement; (vi) all Liabilities relating to the Vuforia U.S. Employees for any Employment Loss under the WARN Act arising out of or resulting from Purchaser's or its Affiliates' failure to comply with the covenants in Section 7 of this Agreement; (vii) all Liabilities for accounts payable for goods and services received or rendered by Seller with subscribers in or on behalf of the ordinary course of business Vuforia Business prior to the Closing Date; and (viii) all Liabilities for Taxes attributable to the Vuforia Business and the Purchased Assets (A) for periods other than the Pre-Closing Tax Periods, (B) described in Section 6.7(a), or (C) arising from a breach by Purchaser, its Affiliates and/or its Representatives of its obligations in Section 6.7(b). (b) Seller shall retain, and shall be responsible for paying, performing, satisfying and discharging when due, and Purchaser shall not assume or have any responsibility for, the following Liabilities of Seller (collectively, the "Excluded Liabilities"): 3 (i) all Taxes not described in Section 1.3(a)(viii) that are (x) now or hereafter owed by Seller or any Affiliate of Seller (other than the Swiss Subsidiary), or attributable to the Purchased Assets or the Vuforia Business relating to any Pre-Closing Tax Period or (y) of the Swiss Subsidiary (1) with respect to any Taxable period (or portion thereof, determined in a manner consistent with Section 1.3(c) hereof) ending on or before the Closing Date, (2) resulting from or attributable to the consummation of the transactions contemplated by this Agreement, or (3) for any Taxes of any other Person imposed on the Swiss Subsidiary as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing; (ii) all Liabilities to the extent relating exclusively to the Excluded Assets and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior all Liabilities relating to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities matters set forth on Part 3.18 of the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); Disclosure Schedule. (c) liabilities set forth on In the Closing Statement for unearned revenuecase of any Straddle Period, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods any Taxes based on or after measured by income, receipts or payroll for the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any PostPre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of the Closing Date, and the amount of other Taxes that relates to the Pre-Closing Tax Period shall be deemed to be an amount of such Tax for the entire period multiplied by a fraction the numerator of which is the number of days from the beginning of the Straddle Period through and including the Closing Date and the denominator of which is the number of days in the Straddle Period.

Assumption of Liabilities. Upon The Purchaser agrees that as of the close of business on the Closing Date, subject to the terms and subject to the conditions of this AgreementAgreement and as consideration for the aforesaid transfer, Buyer agreesconveyance and delivery of the Assets to the Purchaser by the Seller, effective on the Effective DatePurchaser shall (by documentation reasonably satisfactory as to form and substance to Purchaser) pay, to perform and assume the following duties, responsibilities, obligations and liabilities (and obligations none other) of Seller (the "ASSUMED LIABILITIESLiabilities"):) that are to be paid or performed by the Seller from and after the close of business on the Closing Date: (a) all liabilities and obligations of the Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior relating to the Closing and deposit accounts (iii) including deposit accounts of customers held in “individual retirement accounts” or similar accounts created by a trust for the exclusive benefit of any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld individual or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same his beneficiaries in accordance with the terms provisions of their service contractSection 408 of the Code, provided as that term is defined in Section 1.15 hereof, each such account being an “XXX”) that are identified to the aggregate amount Branches as of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in close of business on the Closing Statement Date, including any related sweep accounts, whether represented by collected or uncollected funds, including, without limitation, all savings, NOW accounts, checking, money market accounts and certificate accounts together with accrued but unpaid interest payable, attributed on the records of the Branches (the "CLOSING DEPOSIT LIABILITIESDeposit Liabilities"); ; provided however, that Deposit Liabilities shall not include the Excluded Deposits. “Excluded Deposits” means all of Seller’s obligations and liabilities relating to Seller’s deposit accounts at the Branches which are (a) Brokered Deposits, (b) Excluded IRAs, (c) liabilities set forth on the Closing Statement for unearned revenueXxxxx accounts, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); or (d) liabilities deposit accounts subject to any order, agreement or encumbrance that materially restricts the payment of funds from such accounts at the Branches. “Excluded XXX” means an XXX which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior if, pursuant to the Effective Date for terms of the documentation governing any such XXX or applicable law, (a) Seller is not permitted to appoint Purchaser as successor trustee or custodian, or the XXX grantor objects in writing to such designation, or is entitled to, and does, in fact, name a successor trustee or custodian other than Buyer, or (b) such XXX includes assets which Seller has paid Buyer; and (e) are not deposit accounts subject to Section 8.02, any liability transfer to Purchaser and which would result in a loss of qualification of such XXX under the Code or obligation for Taxes arising from or with respect applicable IRS regulations under transfer to the Purchased Assets, the System or the System Operations which is incurred Buyer. “Brokered Deposits” shall mean deposit account obligations originated by third party financial institutions (not Seller) that are sold by such institutions to brokers who in or attributable turn sell such deposit account obligations to any Post-Closing Tax Periodthird parties (such as Seller).

Assumption of Liabilities. Upon (1) At the terms Time of Closing, the Purchaser will assume and subject to the conditions of this Agreementthereafter fulfil, Buyer agrees, effective on the Effective Date, to assume perform and discharge when due the following liabilities and obligations Liabilities of Seller Astoria outstanding as at the Closing Date (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) all liabilities Liabilities arising from or in connection with the Assigned Contracts (including the Assumed Capital Leases), excluding any Cure Costs, from and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to after the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Date; (b) liabilities set forth on all Liabilities arising from or in connection with any Taxes for which the Purchaser is responsible pursuant to Sections 2.06 and 2.07 and any Permitted Encumbrances from and after the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES");Date; and (c) liabilities set forth on all Liabilities relating to or arising from the Purchased Assets under Environmental Laws from and after the Closing Statement for unearned revenueDate including, without limitation, any costs and expenses associated with any ongoing work in process from and after the Time of Closing required to be carried out in order to comply with any Environmental Laws provided that it is agreed by the aggregate amount of liabilities assumed hereunder does parties hereto that such ongoing work shall not exceed include the aggregate liability work described in Section 4.02(9) below. (2) In addition to any other provision for such amount set forth indemnification by the Purchaser contained in this Agreement, the Purchaser will, from and after the Closing Statement Date, indemnify and save harmless the Receiver on its own behalf and as trustee for its Affiliates and their current and former directors and officers, employees, agents, advisors and representatives ("CLOSING UNEARNED REVENUE LIABILITIES"); including the Receiver) (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assetscollectively, the System “Indemnitees”) from and against all Claims asserted against any of the Indemnitees in any way directly or indirectly arising from, relating to or in connection with any of the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodAssumed Liabilities.

Assumption of Liabilities. Upon On the terms and subject to the conditions of set forth in this Agreement, Buyer agreesPurchaser shall, effective as of the Closing, assume and agree to pay, discharge and perform in accordance with their terms the following Liabilities of the Seller Group as the same shall exist on the Effective DateClosing Date and irrespective of whether the same shall arise prior to, to assume on or after the following liabilities Closing Date (each, an “Assumed Liability,” and obligations of Seller (collectively, the "ASSUMED LIABILITIES"“Assumed Liabilities”): (a) subject to Section 2.4, all liabilities Liabilities (other than Taxes) arising under the Assigned Contracts, incurred or arising after the Closing, and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof)Determined Cure Costs; (b) liabilities set forth on subject to Section 2.4, all Liabilities (other than Taxes) arising from the Closing Statement to refund Transferred Assets, incurred or arising after the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES")Closing; (c) liabilities set forth on the Closing Statement (i) all Transfer Taxes for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability which Purchaser is liable pursuant to Section 2.13 and (ii) all Property Taxes for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"which Purchaser is liable pursuant to Section 7.4(c);. (d) liabilities which all Liabilities arising out of or relating to any of the Transferred Employees solely to the extent such Liabilities relate to periods on or after following the Effective Date Closing (but in respect of which prorations are made under Section 2.08 and liabilities which relate all cases, other than Liabilities related to periods prior to the Effective Date for which any Seller has paid BuyerPlans); and (e) subject all Liabilities arising out of or relating to Section 8.02any action, charge, claim (including any liability cross-claim or obligation for Taxes arising from 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 Purchased Assets, the System Transferred Assets or the System Operations which is incurred in Assumed Liabilities to the extent arising from acts, omissions or attributable to any Post-Closing Tax Periodevents occurring from and after the Closing.

Assumption of Liabilities. Upon If the terms Closing occurs, then effective as of January 1, 1998, Acquisition Corp. will assume and subject agree to the conditions pay, perform and discharge all of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and obligations of Seller the Sellers (hereinafter collectively referred to as the "ASSUMED LIABILITIESAssumed Liabilities"): (a) all liabilities unperformed and unfulfilled obligations which are required to be performed and fulfilled on or after January 1, 1998 under the Contracts; provided, however, that if an obligation is to an affiliate of Seller arising with respect to post-Closing periods under a Seller, such obligation shall be assumed only if (i) such obligation is incurred by such Seller in the Contracts listed ordinary course of business, consistent with past practice and on Schedule 2.02(a) attached hereto, terms no less favorable to such Seller than such Seller could obtain from an unaffiliated third party or (ii) Contracts entered into Acquisition Corp., in its sole and absolute discretion, shall agree in writing to assume it; (b) any liabilities or obligations to an affiliate of such Seller (i) incurred by such Seller on or after January 1, 1998 in the ordinary course of business, consistent with subscribers past practice and on terms no less favorable to such Seller than such Seller could obtain from an unaffiliated third party or (ii) which Acquisition Corp., in its sole and absolute discretion, shall agree in writing to assume; (c) all accounts payable of the Sellers arising out of the Businesses in the ordinary course of business prior and consistent with past practice with respect to the Closing and (iii) any other Contracts entered into by Seller services provided or goods delivered or otherwise in connection with the consent operation of Buyer the Businesses on or after January 1, 1998; provided, however, that if an account payable is owed to an affiliate of a Seller, such account payable shall be assumed only if (which consent i) such account payable is not incurred by such Seller in the ordinary course of business, consistent with past practice and on terms no less favorable to be unreasonably withheld such Seller than such Seller could obtain from an unaffiliated third party or delayed(ii) Acquisition Corp., in its sole and absolute discretion, shall agree in writing to assume it; (d) except as otherwise provided in Section 4.03(b) hereof, all obligations and liabilities incurred by such Seller on or after January 1, 1998 in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply and consistent with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyerpast practice; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred liabilities listed in or attributable to any Post-Closing Tax Periodpart (e) of Schedule 4.03.

Assumption of Liabilities. Upon the terms and subject 2.2.1 Without prejudice to the conditions provisions of this AgreementSection 5 and Section 7, Buyer agreesDIVERSA shall be responsible for (and GSK shall have no responsibility for) all liabilities after the Time of Closing or the Time of Delivery, effective on as applicable, related to the Effective Date, to assume Purchased Assets or the following liabilities and obligations use of Seller the Purchased Assets (the "ASSUMED LIABILITIES"): “Assumed Liabilities”) including, without limitation, any Losses (as defined in Section 7.1) arising from [*] [*] related to (a) all liabilities and obligations events which occurred after the Time of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contractproducts made or sold by DIVERSA, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenueits Affiliates, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on sublicensees or assignees after the Effective Date in respect Time of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or Closing. DIVERSA’s obligations with respect to the Assumed Liabilities relating to any specific Purchased Asset or the use of any specific Purchased Asset shall apply after the later to occur of the Time of Closing or the Time of Delivery for that specific Purchased Asset. 2.2.2 Except as expressly set forth in Section 2.2.1, the Assumed Liabilities shall exclude liabilities directly related to actions taken or omissions to act by GSK or its Affiliates or any of their respective subcontractors whether prior to or after the Time of Closing or the Time of Delivery, as applicable, based upon GSK’s or GSK’s Affiliates or their subcontractors use of the Antifungal Compounds, Other Materials and Assigned Program Intellectual Property for GSK Research Purposes, unless any such action or omission to act by GSK or its Affiliate or any of their respective subcontractors was requested by DIVERSA, or came about as a result of any breach of this Agreement by DIVERSA or to the extent of DIVERSA’s or its Affiliates’ negligence or willful misconduct. 2.2.3 For the avoidance of doubt, GSK shall not be liable for [*] related to products made, used or sold by DIVERSA, its Affiliates or sublicensees or assignees. 2.2.4 Without prejudice to the provisions of Sections 5 and 7 and the foregoing, GSK shall pay and discharge all liabilities related to actions taken or omissions to act by GSK or its Affiliates or any of their respective subcontractors prior to the Time of Closing or the Time of Delivery, as applicable, in respect of the Purchased Assets; provided, however, without prejudice to the System or the System Operations which is incurred provisions of Sections 5 and 7, GSK shall not have any obligation to indemnify any DIVERSA Indemnified Party (as defined in or attributable Section 7.1) with respect to any Post-Closing Tax Period[*]. For clarification and by way of illustration, [*].

Assumption of Liabilities. Upon As of the terms Primary Closing, Purchaser shall assume and subject agree to perform and discharge the following as they become due for all periods from and after the date of the Primary Closing, to the conditions of this Agreement, Buyer agrees, effective on the Effective Date, to assume the following liabilities and extent not previously performed or discharged: (i) all obligations of Seller which accrue and are to be performed from and after the Primary Closing under those permits, authorizations, licenses, leases, rights of way, easements and other agreements related to the Business listed on SCHEDULES 2.01(a), 2.01(c) and 2.01(d); and (ii) all other obligations of Seller entered into during the period from the date hereof to the Primary Closing by Seller and identified to and consented by Purchaser and specifically assumed by Purchaser at the Primary Closing (all of such permits, authorizations, licenses, leases, rights of way, easements and other agreements referred to in items (i) and (ii) being referred to hereinafter as the "Assumed Liabilities"). Purchaser shall not be liable for any liabilities, debts, contracts, agreements, including without limitation any contracts or agreements set forth on Schedule 2.02, or other obligations of Seller of any nature whatsoever other than the Assumed Liabilities and it is expressly understood that Purchaser shall not assume, and shall not be liable for any of Seller's expenses or obligations relating to or accruing by reason of the proceedings relating to the FCC Authorization in FCC CC Docket 91-142 (the "ASSUMED LIABILITIESAlgreg Proceeding"): ), including any obligations relating to any settlement thereof (a) all liabilities and such other liabilities, debts, contracts, agreements or other obligations of Seller arising with respect other than the Assumed Liabilities being referred to postas the "Non-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIESAssumed Liabilities"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax Period.

Assumption of Liabilities. Upon (a) Subject to and upon the terms and subject to the conditions of this Agreement, Buyer agrees, effective on as of the Effective Closing Date, Purchaser agrees to assume from Sellers and to thereafter pay, perform and/or otherwise discharge in a timely manner certain of the following debts, obligations, contracts and liabilities of Seller existing or incurred prior to the Closing or arising out of transactions or events occurring prior to Closing and obligations certain debts, obligations, contracts and liabilities relating to the Business and the Assets, of any kind, character or description whether known or unknown, accrued, absolute, contingent or otherwise, except for the Excluded Liabilities of Seller (the "ASSUMED LIABILITIESAssumed Liabilities"):), including the following: (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) All Liabilities relating to any products sold or services rendered by Purchaser after the Contracts listed on Schedule 2.02(a) attached heretoClosing, including without limitation warranty obligations and product liability claims; (ii) All Liabilities of Sellers arising under the express terms of the Assumed Contracts entered into (other than any Assumed Contract for which a consent for the effective assignment and assumption by Seller with subscribers in the ordinary course Purchaser of business prior to such Assumed Contract is required but not obtained) after the Closing and Date, other than any Liabilities that arise from or relate to any breach by Sellers of any provision of any such Assumed Contracts; and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof);Accounts Payable. (b) liabilities set forth on the Closing Statement Nothing herein shall be deemed to refund the security deposits deprive Purchaser or any Affiliate of Purchaser, as applicable, of any defenses, set-offs or counterclaims which any Seller may have had or which Purchaser, or any Affiliate of Purchaser, as applicable, shall have (to the customers who are entitled extent relating to receive same in accordance with the terms Assumed Liabilities) to any of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed Assumed Liabilities (the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIESDefenses and Claims"); (c) liabilities set forth on . Effective as of the Closing Statement for unearned revenueClosing, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for Sellers agree to assign, transfer and convey to Purchaser all Defenses and Claims and agrees to cooperate with Purchaser to maintain, secure, perfect and enforce such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 Defenses and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 8.02, any liability or obligation for Taxes arising from or with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable to any Post-Closing Tax PeriodClaims.

Assumption of Liabilities. Upon the terms On and subject to the terms and conditions of this Agreement, the Buyer agrees, effective agrees to assume and become responsible on the Effective Closing Date, to assume for the following liabilities and obligations of the Seller relating to or arising out of the conduct or operation of the Business or the ownership of the Acquired Assets or the Premises on and after, but not before, the Closing Date (except as specifically agreed otherwise in Sections 2.2(d) and (e) hereof, which relate to the period prior to the Closing Date) (collectively, the "ASSUMED LIABILITIES"):), including: (a) One-half of all liabilities for federal, state, local or foreign transfer, UNITED STATES sales, use, documentary, stamp, recordation and other similar taxes, duties or expenses (but not any income or capital gains taxes payable by the Seller, if any) arising in connection with the consummation of the transactions contemplated hereby (collectively, the "Transfer Taxes"). (b) All liabilities and obligations of the Seller under the agreements, contracts, leases, licenses and other arrangements referred to in the definition of Acquired Assets that are specifically assigned to the Buyer or held in trust for the Buyer's benefit pursuant to Section 5.2(b). (c) All liabilities and obligations of the Seller under the Collective Bargaining Agreement, the Union Employee Benefit Plans and the Multiemployer Plans (except as provided under Section 7.3) . (d) All liabilities and obligations of the Seller relating to the Business to the extent reflected on the Final Closing Statement or, if a Final Closing Statement is not required to be delivered pursuant to Section 2.4, all liabilities and obligations of the Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business prior relating to the Closing and (iii) any other Contracts entered into by Seller with the consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior Business to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (b) liabilities set forth extent reflected on the Closing NWC Statement to refund provided by the security deposits Seller to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made Buyer and finally accepted thereby under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and2.4. (e) subject to Section 8.02All liabilities and obligations of the Seller, if any, set out in SCHEDULE 2.2(e), ENTITLED "ASSUMED LIABILITIES." The Buyer will not assume or have any liability or obligation for Taxes arising from or responsibility with respect to (i) any obligation or liability of the Purchased AssetsSeller relating to or arising out of the conduct or operation of the Business or the ownership of the Acquired Assets before, but not on and after, the System Closing Date that is not included within the definition of Assumed Liabilities or (ii) the System Operations which is incurred in obligations and liabilities of the Seller set forth on SCHEDULE 2.2 or attributable to any Post-Closing Tax Period(iii) the Employment Agreements with the four (4) Sparks employees (collectively the "EXCLUDED LIABILITIES").

Assumption of Liabilities. Upon The only obligations and ------------------------- liabilities to be assumed by the terms Buyer in connection with its acquisition of the Transferred Assets (the "Assumed Liabilities") are the accounts payable and subject accrued liabilities in the amounts set forth on the Sellers Balance Sheet (as defined in Section 2.04) and obligations under executory contracts listed thereon arising as a result of the operation of the Business after the Closing Date (provided such contracts are not in default and are assigned in writing by the Seller and the other party thereto, if necessary, and are delivered on or prior to the conditions of this Agreement, Buyer agrees, effective on the Effective Closing Date). The Sellers shall duly provide, to assume the following satisfaction of the Buyer, for the payment of all other liabilities and obligations of Seller (the "ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the Contracts listed on Schedule 2.02(a) attached hereto, (ii) Contracts entered into by Seller with subscribers in the ordinary course of business Sellers prior to the Closing and (iii) any other Contracts entered into by Seller with Closing. Except for the consent of Buyer (which consent is not to be unreasonably withheld or delayed) Assumed Liabilities in the ordinary course of business prior amount and to the Closing (but excluding extent provided in all of this Section, the foregoing cases Buyer shall not assume or be responsible for any liabilities or obligations attributable to which relate in any failure by Seller to comply with the terms thereof); (b) liabilities set forth on the Closing Statement to refund the security deposits manner to the customers who are entitled to receive same in accordance with operation of the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods Business prior to the Effective Date Closing, and the Seller shall indemnify, defend, and hold the Buyer harmless from all of such obligations and liabilities. In lieu of direct assumption of the liabilities under his residential lease on the condominium in Palos Verdes, California, Xxxxxxxx shall remain directly liable on such lease but Buyer shall reimburse Xxxxxxxx for (i) lease payments on such lease in the amount of $1,575 per month and (ii) an amount not to exceed $200 per month for utilities (e.g. water, sewer, gas, telephone and electricity) and property taxes, assessments and other governmental charges, in each case only for the remainder of the lease term, which Seller has paid Buyer; and shall not exceed twelve (e12) subject to Section 8.02months from the date hereof. Without limiting the generality of the foregoing, Buyer is not assuming any liability liability, past, present or obligation future, for Taxes arising from any liabilities, acts or omissions of Sellers with respect to the Purchased Assets, the System or the System Operations which is incurred in or attributable regard to any Post-Closing Tax PeriodSellers Employee Plans (as defined in Section 2.16(a)) except for such Employee Plans listed on Schedule 2.16(a) attached ---------------- hereto.