Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. Except as otherwise provided herein, Purchaser shall assume on the Closing Date, and shall perform or discharge on or after the Closing Date, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability of

Assumption of Liabilities. Except as otherwise provided hereinexpressly set forth herein or, if applicable, in the Interim Servicing Agreement, upon the satisfaction or waiver of each condition precedent specified in Section X.A of this Agreement, Purchaser shall and hereby does assume performance and payment of the following obligations, each without the execution or delivery of any additional document, on the Closing Date: All of the obligations of Seller arising after the Cut-Off Time to perform under the Cardholder Agreements, and shall the Security Agreements included in the Accounts to be Sold (excluding obligations for Account Benefits pursuant to Article III); and All of the obligations of Seller arising after the Cut-Off Time to perform or discharge with respect to the Accounts to be Sold under any Requirements of Law, except for those charges: (a) arising from Seller’s violation on or after 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 Closing Cut-Off time (collectively, the "Assumed Liabilities"). Prior to the Conversion Date, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related payments to the Division and (ii) all be made by Purchaser to Seller under this section shall be made pursuant to Article III of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b)Interim Servicing Agreement. Notwithstanding any contrary provision contained hereinExcept as provided above, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) assume any liability, commitment commitment, or any other obligation not a trade account payable generated in the ordinary course of business Seller, whether absolute, contingent, or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason otherwise known or unknown of any breach nature, kind or description whatsoever, arising from or related to the operation of the Seller’s business prior to, at or after the Cut-Off Time. Seller expressly retains all liability arising out of or default under from the Account Benefits, including, but not limited to, points and the cost of the possible redemption of such contracts, leases, commitments or obligations which occurred points prior to the Closing Date unless such Cut-Off Time. Purchaser assumes liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or for points and redemption thereof arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to after the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability ofCut-Off Time.

Assumption of Liabilities. Except as otherwise provided herein, Purchaser shall assume on and agree to perform and discharge as of the Closing Date, the following as they become due for all periods from and shall perform or discharge on or after the Closing DateClosing, to the extent not previously performed or discharged: (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all obligations of the contractsSeller which accrue and are to be performed from and after the Closing (x) under those permits, authorizations, licenses, leases, commitmentsrights of way, obligations easements and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with other agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income agreements with customers and Transfer Taxessuppliers in existence on the Closing set forth on Schedules 2.01(a) resulting from AND (d) attached hereto and (y) under those permits, authorizations, licenses, leases, rights of way, easements, subscriber and other agreements related to the consummation Business which Purchaser on behalf of Seller entered into in accordance with the terms and conditions of the transactions contemplated by this Management Agreement; (ixii) all other obligations of Seller entered into during the period from the date hereof to the Closing 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 "Assumed Contracts"); and (iii) all liabilities of Seller which are properly allocated to Purchaser as part of the prorations pursuant to Section 6.01 hereof for which Purchaser received a credit against the Purchase Price (such items (i) through (iii) are collectively referred to herein as the "Assumed Liabilities"). Purchaser shall not be liable for any liability ofliabilities, debts, contracts, agreements or other obligations of Seller or Xxxxxxx other than the Assumed Liabilities.

Assumption of Liabilities. Except as otherwise provided hereinSubject to Section 2.5 hereof, Purchaser upon the terms and subject to the conditions of this Agreement, effective at the Closing, Newco shall assume on only (a) the Closing Date, and shall perform or discharge on or Liabilities under the Assumed Contracts first arising out of such Assumed Contracts after the Closing Date, (ib) all warranty obligations arising out of Seller's current accounts payable the sales orders identified on Schedule 2.3, (c) service, parts, and current accrued liabilities maintenance obligations arising out of the service contracts set forth on Schedule 2.3, (other than the current portion d) paid time off (“PTO”) obligations of long-term debt) related Credence with respect to the Division and (ii) all Designated Employees as of the contractsClosing Date of no more than $600,000 (the “Assumed PTO”) as set forth on Schedule 2.3, leases(e) without duplication, commitments, obligations and liabilities Liabilities arising out of Seller related to Newco’s ownership of the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with PurchaserPurchased Assets, but only to the extent such Liabilities arise out of facts, events or circumstances occurring after the Closing Date, (f) commission amounts for which Credence becomes obligated to pay to distributors, employees, or contractors arising out of sales of Products for which Newco receives the corresponding revenue, (g) any and all immigration-related liabilities and obligations under X-0X, X-0, XX and F-1 visas held by, or under U.S. permanent residence (green card) processes of, any Designated Employees that such become employed by Newco as set forth on Schedule 2.3, and (h) the liabilities are listed expressly disclosed on Exhibit 2.3(bSchedule 2.3 (collectively, the “Assumed Liabilities”). Notwithstanding any contrary provision contained hereinWithout limiting the rights of Newco with respect to Article 8, Purchaser each of Hypervision and Hypervision Taiwan shall not retain its respective Liabilities, if any. Subject to the provisos above, Credence and Newco expressly agree that all other Liabilities shall be Excluded Liabilities. For the purposes of this Agreement, unless such Liability or obligation is expressly addressed in another manner under this Agreement (e.g. by constituting an Excluded Liability), an obligation to make a payment under an Assumed Contract shall be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default first arise under such contractsAssumed Contract after the Closing Date only to the extent such payment obligation is due after the Closing Date and pertains to services rendered to, leasesproperty purchased by or rights enjoyed by Newco after the Closing Date and do not include any accounts payable of Credence or its Subsidiaries or any Liabilities arising under such Assumed Contracts prior to or on the Closing Date. For example, commitments or obligations which occurred a license fee payable quarterly under an Assumed Contract shall be pro rated over the applicable quarter such that Credence shall be responsible for the portion of the license fee pertaining to the portion of the quarter prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on and Newco shall be responsible for the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality portion of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for license fee pertaining to the sale portion of goods or provision of services by Seller reflected on the books of Seller at or prior to quarter after the Closing Date; (iv) any liability based upon or arising out . As another example, the payment obligations of any tortious or wrongful actions of Seller Credence or any of its directorsAffiliates for inventory transferred to Newco pursuant to this Agreement but for which Credence has not yet remitted payment shall be Excluded Liabilities. For purposes of further clarity, officers, stockholders or employees; Newco shall not assume (vnor be deemed to assume) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred obligations relating to, arising out of or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation Assumed Contracts relating to, arising out of or resulting from any acts, facts, circumstances or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed, each on or before the transactions contemplated by this Agreement; Closing Date (ix) any liability ofwhich Liabilities shall remain the obligations of Credence and shall constitute Excluded Liabilities).

Assumption of Liabilities. Except as otherwise provided hereinAt the Closing, Purchaser the Buyer shall assume only the following liabilities of the Sellers (the "Assumed Liabilities"): (i) liabilities reflected on the September Balance Sheets, except for any such liabilities discharged since the date of the September Balance Sheets (the "Balance Sheet Date") and except for liabilities excluded from the Draft Closing Balance Sheet pursuant to Section 2.5(a), (ii) liabilities incurred by the Sellers in the Ordinary Course of Business since the Balance Sheet Date, (iii) liabilities under bona fide warranty obligations of the Sellers outstanding as of the Closing Date, and shall perform or discharge on or after the Closing Date, (iiv) all of Seller's current accounts payable liabilities and current accrued liabilities (other than the current portion of long-term debt) related obligations under any 11PAGE Contract assigned to the Division and (ii) all Buyer pursuant hereto, except for any such liabilities or obligations resulting from the actual or alleged breach by any of the contractsSellers of any such Contracts. In furtherance of, leasesbut without limiting, commitmentsthe foregoing, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto except to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the September Balance Sheet; (iii) Sheets, the Assumed Liabilities will not include any liability based upon liabilities or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality obligations of the foregoingSellers (a) for any Environmental Health and Safety Liabilities resulting from the ownership, operation or condition of the Facilities, or for any such antitrust liability which may arise in connection with agreements, contracts, commitments liabilities or orders for the sale of goods or provision of services by Seller reflected obligations resulting from any Hazardous Activity conducted on the books of Seller at or prior to the Closing Date; , (ivb) for any liability based upon Taxes resulting from the conduct of the business of the Sellers prior to the Closing Date, (c) to any retired or arising out other former employees of any tortious of the Sellers for salaries or wrongful actions of Seller or benefits accrued prior to the Closing Date, (d) under any agreements with any employees providing for severance payments in the event such employees are terminated by Buyer after the Closing, (e) under any employee benefit plan maintained by any of its directorsthe Sellers, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income the defined benefit plan maintained by MSC-UK or (f) payables relating to the dust monitor business. The Sellers and the Buyer anticipate that the United Kingdom Transfer Taxesof Undertakings (Protection of Employment) resulting from Regulations 1981 (the consummation "Transfer Regulations") will apply to the sale and purchase under this Agreement in respect of the transactions contemplated UK Employees. The Sellers and the Buyer acknowledge and agree that under the Transfer Regulations the contracts of employment between MSC-UK and the UK Employees will have effect after the Closing Date as if originally made between Buyer and the UK Employees. This shall not, however, diminish the Sellers' obligations pursuant to Section 5.2 to indemnify the Buyer against the liabilities specified in clauses (c), (d) and (e) of the preceding sentence or any other liabilities not specifically assumed by the Buyer under this Agreement; (ix) Section 2.4, in relation to the UK Employees or any liability ofother past or present employees of MSC-UK or any predecessor of MSC-UK. Notwithstanding the foregoing, the Buyer acknowledges and agrees that it will be responsible for any severance payments imposed by statute incurred when any UK Employee is terminated by Buyer after the Closing. Any liabilities or obligations of the Sellers that are not Assumed Liabilities are referred to herein as "Excluded Liabilities."

Assumption of Liabilities. Except as otherwise provided hereinAt the Closing, Purchaser Buyer shall assume on the Closing Dateassume, and shall perform or agree to satisfy and discharge on or after as the Closing Date, (i) all of Seller's current accounts payable same become due only those liabilities and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are specifically listed on Exhibit 2.3(bEXHIBIT A hereto (the "Assumed Obligations") attached hereto and, subject to Section 1.4 of this Agreement, the extent that such obligations are current and not otherwise in default and Assumed Leases (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(bas hereafter defined). Notwithstanding any contrary provision contained herein, Purchaser Buyer shall not assume or be deemed to have assumed, nor shall Purchaser assume: (i) responsible at any time for any liability, obligation, debt or commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, includingwhether absolute or contingent, without accrued or unaccrued, asserted or unasserted, or otherwise, that is not expressly listed on EXHIBIT A hereto. Without limiting the generality of the foregoingforegoing sentence, Buyer shall not assume or be responsible for any such antitrust liability which may arise of the following: any amounts due to any of Seller' creditors listed on EXHIBIT A hereto in connection with agreementsexcess of the amounts expressly listed thereon; any matured obligations under leases, contractslicenses, contracts or agreements in excess of the amounts expressly listed on EXHIBIT A hereto; any liabilities, obligations, debts or commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or incident to, arising out of, or incurred with respect to, this Agreement and the transactions contemplated hereby; any and all franchise, income, gross receipts, excise, payroll, personal property (tangible or intangible), real property, ad-valorem, value added, leasing, leasing use, or other taxes, levies, imposts, duties, charges or withholdings of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation nature arising out of the transactions contemplated by hereby, except that Buyer shall be responsible for paying the sales and use tax that will arise from this Agreement; (ix) any liability oftransaction. Buyer's assumption of the Assumed Obligations shall in no way expand the rights and remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated.

Assumption of Liabilities. Except as otherwise provided hereinSubject to the exceptions and exclusions of this Section 2.4, Purchaser shall assume the Buyer agrees that on the Closing Date, it will assume and shall agree to perform or discharge on or after the Closing Date, and pay when due (i) all of Seller's current accounts payable unperformed and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all unfulfilled obligations of the contracts, leases, commitments, obligations and liabilities of Business under the Contracts for which the Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and is not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date, (ii) the Trade Payables, (iii) the liabilities pertaining to customer deposits (collectively, the "ASSUMED LIABILITIES"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Business or the Seller, including but not limited to: (i) accrued income taxes; (ii) deferred income taxes; (iii) accrued franchise taxes; (iv) any liability based upon or arising out tax imposed on the Seller because of any tortious or wrongful actions of Seller or any the operation of its directorsBusiness or otherwise, officers, stockholders or employeesexcept sales and use assumed by Buyer pursuant to this Agreement; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b)of the liabilities or expenses of the Seller incurred in negotiating and carrying out their obligations under this Agreement and the documents contemplated to be executed hereunder; nor (vi) any liability incurred obligations of the Seller under any of its employee benefit plans or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Selleragreements; (vii) any liability of obligations incurred by the Seller for unpaid Taxes for periods before the ClosingEffective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.4; (viii) any liability of liabilities or obligations incurred by the Seller for Taxes (includingin violation of, without limitation, income and Transfer Taxes) resulting from the consummation or as a result of the transactions contemplated by Seller's violation of, this Agreement; (ix) liabilities (other than the obligations assumed under this Section 2.4) arising from the sales of products or services on or before the Effective Date; (x) liabilities, costs, and expenses associated with the litigation described in SCHEDULE 3.9 hereto; and (xi) environmental liabilities and obligations pertaining to the Real Property other than the obligation to make payments under any liability oflease relating to the Real Property from and after the Closing Date (all of the foregoing being hereinafter collectively referred to as the "RETAINED LIABILITIES").

Assumption of Liabilities. Except as otherwise provided Subject to the terms and conditions set forth herein, Purchaser at the Closing, Buyer shall assume and agree to pay, honor, perform and discharge when due (collectively, the "Assumed Liabilities"): (a) all payment obligations of Seller under all severance agreements as set forth in Schedule 2.4(a) to the extent such obligations arise by virtue of Buyer's discharge of any former employee of the Seller any time more than 60 days after the Closing; (b) all product warranty obligations of Seller relating to the Business and identified on Schedule 2.4(b); (c) all liabilities and obligations of Seller to be paid or performed from and after the Closing Date under or relating to the Contracts included among the Assets and set forth on Schedule 2.4(c) and which are validly assigned to Buyer, other than damages, penalties or other like liabilities or obligations arising from or as a result of a breach of any contract by Seller or Seller's failure to satisfy any requirement which it was required to satisfy on or prior to the Closing; (d) all liabilities and obligations of Seller relating to or arising out of the operation of the Business in the ordinary course and reflected on the Closing Date, and shall perform or discharge on or after the Closing DateBalance Sheet, (ie) all liabilities and obligations of Seller's current accounts payable Seller relating to or arising out of cost overruns or adjustments to rates and current accrued factors used in pricing work performed or services provided to customers prior to the Closing; (f) all liabilities and obligations of Seller relating to or arising out of the lawsuits, claims or other matters described in Schedule 2.4(f); and (g) fifty percent (50%) of all other liabilities and obligations (other than the current portion of long-term debtExcluded Liabilities) related relating to the Division Business or the Assets, which liabilities and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) within the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, Seller's knowledge but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated which arose in the ordinary course of business or consistent with past practice and are not indicated on Exhibit 2.3(b), (ii) any liability specifically set forth on Exhibit 2.3(b) which may be incurred by reason above (all of any breach of or default under such contractsother liabilities, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b"Other Liabilities"); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability of.

Assumption of Liabilities. Except as otherwise provided herein, Purchaser shall assume on the Closing Date, From and shall perform or discharge on or after the Closing DateEffective Time, Buyers agree to assume and timely pay and perform the following liabilities and obligations (icollectively, “Assumed Liabilities”): (a) the obligations of Sellers under and pursuant to the terms and conditions of the Preneed Agreements not excluded from the Assets pursuant to Section 1.2(l), including any certificates or benefits associated therewith, as well as all Services in Progress (as defined below); (b) the obligations of Sellers under and pursuant to the terms and conditions of the Real Property Leases (if any) and the Assumed Contracts; (c) upon the transfer of the Preneed Trust Funds and/or Endowment Care Funds, Buyers will assume and thereafter in due course pay, perform and discharge the liabilities and obligations of Sellers arising from and after the Effective Time under the terms of or in connection with the Preneed Trust Funds and/or Endowment Care Funds; (d) all obligations of Seller's current accounts payable and current accrued liabilities (other than the current portion Sellers arising via contract, stipulation, memorandum of long-term debt) related understanding, agreement, consent, or under applicable Law for any construction, repair, remodeling, or development project with respect to the Division Business arising from and after the Effective Time; (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iiie) the following liabilities and obligations arising out of Seller for employee benefits vested or in those employees of Seller who accept and commence employment connection with Purchaserthe Real Property, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assumeImprovements or the Business: (i) any liability, commitment all issues or obligation not a trade account payable generated conditions identified with reasonable particularity in the ordinary course of business or not indicated on Exhibit 2.3(b), any Phase I Environmental Site Assessments; (ii) all issues or conditions identified with reasonable particularity in any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance SheetProperty Condition Assessment; and (iii) any liability based upon fact, matter, condition, deficiency, encumbrance, or arising out of a violation of encroachment reflected or referenced in any antitrust Title Commitment or similar restraint- of-trade laws by SellerSurvey, includingother than (A) monetary liens or encumbrances affecting the Real Property and Improvements shown on any Title Commitment 5 or Survey, without limiting and (B) matters not shown on any Title Commitment or Survey (collectively, the generality of the foregoing“Assumed Matters”); and (f) all obligations, any such antitrust liability which may arise in connection with agreementsliabilities, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior and/or duties relating to the Closing Date; (iv) any liability based upon or Business and first arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before from and after the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability ofEffective Time. Section 1.5

Assumption of Liabilities. Except as otherwise provided hereinAt the Closing, Purchaser shall Buyer will ------------------------- assume and become responsible only for the liabilities of Sellers which are reflected on the June 30 Balance Sheet and any trade debts (including payroll) of the Sellers incurred between July 1, 2002 and the Closing Date, and shall perform or discharge on or after the Closing Date, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated debts arose in the ordinary course of business consistent with past practice, and Sellers' obligations under the Assumed Contracts (collectively, the "Assumed Liabilities"). Other than the Assumed ------------------- Liabilities, Buyer shall not assume any liabilities or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason obligations of Sellers of any breach of kind or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without nature whatsoever. Without limiting the generality of the foregoing, Buyer shall not be responsible for any liabilities associated with, arising out of or relating to the Excluded Assets. Sellers acknowledge that the following is a non-exclusive listing of some of the liabilities and obligations of Sellers which Buyer shall not assume or agree to pay, perform or discharge (unless and only to the extent they are included in the Assumed Liabilities): (A) any and all items of governmental, judicial, or adversarial proceedings (public or private), litigation, hearings, arbitrations, disputes or investigations against or involving any Seller, its subsidiaries affiliates, directly or indirectly; (B) any and all amounts claimed against any Seller or Buyer by, or on behalf of, any former or current employee of such antitrust liability which may arise Seller, relating to, based upon or arising from or in connection with agreements, contracts, commitments or orders (i) service performed for the sale of goods or provision of services by such Seller reflected on the books of Seller at or prior to the Closing Date; , including without limitation any claim or claims relative to, based upon or arising from or in connection with the terms and conditions of employment or the termination of employment with such Seller, (ii) any contracts of employment between a Seller and any of its employees, or (iii) any and all union or collective bargaining contracts, agreements, benefit plans, or understandings to which a Seller is a signatory or by which a Seller is claimed to be bound, or (iv) any liability based upon or arising and all liabilities which arise out of or relate to pension, profit sharing, health, welfare, disability, workers' compensation or other employment benefit plans maintained by a Seller or any tortious union or wrongful actions of Seller other labor organization or any of its directorssubsidiaries or affiliates, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) including without limitation any liability incurred arising from such Seller's under-funding or to be incurred pursuant to termination of any malpractice such plans or reduction of any other suits employment benefits of any kind or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from nature whatsoever in connection with the consummation of the transactions contemplated by this AgreementAgreement or otherwise; (ixC) Taxes, including any Taxes arising as a result of the sale of the Acquired Assets pursuant to this Agreement, and including any Taxes with respect to the Acquired Assets relating to the Pre-Closing Period; (D) any liability and all claims arising out of, related to or based upon any products sold, developed, delivered or manufactured, or any services provided, by a Seller and, without limiting the representations and warranties set forth at Section 3.21, any and ------------ all claims arising or accruing on or after the Closing with respect to sales of products or provision of services which occurred prior to Closing; (E) any and all claims, liabilities and obligations, costs and expenses (including without limitation fees, disbursements and expenses of legal counsel, experts and engineers and the costs of investigation, feasibility study and remedial action) arising from or under Environmental Law or Environmental Claims, without regard as to whether Buyer has conducted any environmental due diligence, and whether such Environmental Claims arise or accrue before, on or after the Closing in connection with acts, events or omissions that occurred, or conditions or circumstances that existed, on or before the Closing. The parties hereto expressly agree and acknowledge that Buyer is not and will not be a successor-in-interest to either Seller.

Assumption of Liabilities. Except as otherwise provided hereinFrom and after the Closing, Purchaser ------------------------- the Buyer shall assume on and the Closing DateBuyer hereby agrees to pay, perform and shall perform or discharge when due all liabilities of the Seller directly related to the Business (i) arising pursuant to the terms of the Assigned Contracts (including the Green Manufacturing, Inc. 401(k) Retirement Plan (the "401(k) Plan")), (ii) related to the Business and arising on or after the Closing Date, or (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debtiii) related to the Division Business and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated arising in the ordinary course of business or not indicated on Exhibit 2.3(b)after December 31, (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred 1997 and prior to the Closing Date unless such liability is subject Date, to a reasonable dispute or is properly reflected the extent set forth on Schedule 2.4(a) (the Balance Sheet"Assumed Liabilities"); provided, however, that the Buyer shall not assume (and -------------------- -------- ------- the term "Assumed Liabilities" shall not be deemed to include) (i) income and franchise taxes of the Seller; (iiiii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws except as contemplated by SellerSchedule 2.4(a), including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected all other Taxes attributable to periods ending on the books of Seller at or prior to the Closing Date; (iii) Taxes of any other Person for which the Seller may be liable by contract or otherwise; (iv) any liability based upon or arising out of any tortious kind due to illegal or wrongful actions of Seller tortuous conduct prior to the Closing Date by the Seller, or any of its directors, the Seller's officers, stockholders directors or employees, whether to employees or third parties; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b)liability for product liability lawsuits arising from the sale of any Product before the Closing Date; nor (vi) any liability incurred or to be incurred pursuant to for the infringement of any malpractice or other suits or actions pending against Seller or item of Intellectual Property in connection with the sale of any stockholder or employee of SellerProduct before the Closing Date; (vii) any liability of Seller for unpaid Taxes for periods before and all liabilities under Environmental Laws arising from or in any way related to acts, omissions, occurrences or conditions first occurring or in existence prior to the ClosingClosing Date; (viii) any liability of Seller for Taxes (including, without limitation, income liabilities with respect to Contracts listed on Schedule 2.4(b); and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any other liability ofnot expressly assumed by the Buyer pursuant to this Agreement. All the liabilities and obligations of the Seller other than the Assumed Liabilities are hereinafter referred to as the "Excluded -------- Liabilities". On the Closing Date, the Buyer shall in addition execute and ----------- deliver to the Seller an instrument of assumption of liabilities with respect to the Assumed Liabilities.

Assumption of Liabilities. Except as otherwise provided herein, (a) Each Purchaser shall assume on hereby agrees that at the Closing Dateit will assume and undertake to pay, satisfy and shall perform or discharge on a timely basis without default all obligations and liabilities of each Asset Seller primarily related to the Property or the Business, from and after the Closing Date, arising from or in connection with (i) the written terms of Contracts included in the Purchased Assets listed in this Agreement or the Seller Disclosure Schedule or not required to be listed by the terms of this Agreement or entered into by an Asset Seller after the Effective Date in accordance with the terms of this Agreement; (ii) all of Seller's current accounts payable other obligations and current accrued liabilities arising from or in connection with Contracts not included in subsection 1.5(a)(i), provided that such obligations and liabilities do not exceed in the aggregate $100,000; and (iii) those liabilities or obligations (other than the current portion of long-term debt(x) indebtedness owed to any PGS Affiliate and (y) any accounts payable owed to any PGS Affiliate) related to the Division Property or the Business and (ii) all that are set forth on the face of the contractsMost Recent Business Balance Sheet, leasessubject to addition and changes in accordance with the terms of this Agreement, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated incurred in the ordinary course of business or not indicated on Exhibit 2.3(bthe Business between the date of such balance sheet and the Closing Date (all liabilities and obligations described in subsection 1.5(a)(i), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; and (iii) are referred to collectively as “Assumed Liabilities”); provided, however, that no Purchaser shall assume or be liable for any liability based upon accounts payable owed to any PGS Affiliate or for claims arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreementsdefaults under Contracts, contracts, commitments or orders for to the sale of goods or provision of services by Seller reflected on the books of Seller extent such defaults existed at or prior to the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability of.

Assumption of Liabilities. Except as otherwise provided hereinUpon the terms and subject to the conditions of this Agreement, Purchaser shall assume on (or shall cause one or more Purchasing Affiliates to) assume, effective as of the Closing DateClosing, and shall (or shall cause one or more Purchasing Affiliates or Transferred Subsidiaries to) pay, perform and discharge when due, any and all Liabilities (i) of P&G and its Affiliates (including the Transferred Subsidiaries) to the extent arising exclusively out of, exclusively relating to or discharge otherwise exclusively in respect of the Pharmaceuticals Business Assets, the Pharmaceuticals Business or the operation or conduct of the Pharmaceuticals Business before, on or after the Closing Date, Date (i) including all Liabilities in respect of Seller's current accounts payable and current accrued liabilities (other than all Proceedings to the current portion of long-term debt) extent exclusively related to the Division Pharmaceuticals Business, including Shared Pre-Closing Proceedings, but without limiting P&G’s obligations pursuant to Section 9.03(d) and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(be). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) for any liability Shared Pre-Closing Environmental Liabilities (but without limiting P&G’s obligations pursuant to Section 9.03(d)), (iii) reflected as Liabilities on the Unaudited Draft Balance Sheet (but without limiting P&G’s obligations pursuant to Section 9.03(d) and (e)), or (iv) the Liabilities set forth on Exhibit 2.3(bSchedule 2.02, other than in the case of clause (i) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any Liabilities of P&G and its Affiliates for Taxes attributable to the Pre-Closing Tax Period (collectively, the “Assumed Liabilities”); provided, that to the extent that any Liability described in the foregoing clauses (i) through (iv) is a Liability of a Transferred Subsidiary, such liability based upon shall remain as a liability of such Transferred Subsidiary, and neither Purchaser nor any of its Affiliates shall be required to separately assume such Liability. For the avoidance of doubt, Purchaser agrees that Purchaser, a Purchasing Affiliate or the Transferred Subsidiaries, as applicable, are responsible for all of the liabilities arising out of, or relating to or otherwise in respect of, the operation and conduct of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of Pharmaceuticals Business after Closing as and to the extent provided in Section 9.04(c). Notwithstanding the foregoing, (A) the Assumed Liabilities shall not include any such antitrust liability which may arise Specified Indemnified Liabilities and (B) nothing in connection with agreements, contracts, commitments or orders for this Section 2.02 shall limit the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out right of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or Purchaser Indemnitee to be incurred pursuant to indemnified under Article IX, including for any malpractice breach of representation or other suits or actions pending against Seller or any stockholder or employee warranty of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by P&G contained in this Agreement; (ix) any liability of.

Assumption of Liabilities. Except On and subject to the terms and conditions of this Agreement, Buyer agrees to assume and become responsible for the Assumed Liabilities as otherwise provided herein, Purchaser shall assume on of the Closing Date. Buyer will not assume or have any responsi- bility, and shall perform however, with respect to any other obligations or discharge on or after Liabil- ity of Seller not included within the Closing Datedefinition of Assumed Liabilities, including, but not limited to, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities any Liability of Seller for employee benefits vested income, transfer, sales, use, and other Taxes (exclud- ing real estate and personal property taxes which shall be apportioned as set forth in those employees Section 2 (f)) arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because Seller who accept and commence employment with Purchaser, but only to is transfer- ring the extent that such liabilities are listed Acquired Assets or because Seller has deferred gain on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(bDeferred Intercompany Transaction), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason Liability of Seller for the unpaid Taxes of any breach Person (other than any of Seller, its subsidiaries and landlords under the Leases for which such Liability is prorated) under Treas. Reg. Section 1.1502-6 (or default under such contractsany similar provision of state, leaseslocal, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to foreign law), as a reasonable dispute transferee or is properly reflected on the Balance Sheet; successor, by contract, or otherwise, (iii) any liability based upon Liability arising in the Ordinary Course of Business or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise otherwise in connection with agreements, contracts, commitments the operation or orders for condition of the sale of goods or provision of services by Seller reflected on the books of Seller at or Stores prior to the Closing Date; end of the Interim Period including, but not limited to, Liabilities to employees with respect to salaries and employee benefits plans, (iv) any liability based upon or Liability arising out of any tortious or wrongful actions pursuant to the activities of Seller or any of its directorsunder the License, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor Liability of Seller relating to the WARN Act, (vi) any liability Liability of Seller for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability Liability or obligation of Seller for unpaid Taxes for periods before under this Agreement (or under any side agreement between Seller on the Closing; (viii) any liability one hand and Buyer on the other hand entered into on or after the date of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability of).

Assumption of Liabilities. Except as otherwise provided herein, Purchaser ------------------------- BMC shall assume on at the Closing Date, and shall perform or discharge on or after the Closing Date, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) 4 attached hereto hereto, except to the extent that such contracts, leases, commitments, obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b)expressly excluded by virtue of the operation of other provisions of this Agreement. SUNSTAR HEALTHCARE, INC. AND SUBSIDIARIES Notwithstanding any contrary provision contained herein, Purchaser BMC shall not be deemed to have assumed, nor shall Purchaser BMC assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such Date; (ii) any liability is subject for any employee benefits payable to a reasonable dispute employees of Seller, including, but not limited to, liabilities arising under any Seller or is properly reflected on the Balance SheetBusiness Plans (as defined in Section 2.21 hereof) prior and up to closing date; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- restraint-of-trade laws by Seller, Businesses, or their employees, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller or Businesses and reflected on the books of Seller or Business at or prior to the Closing Date; nor (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller, Businesses, or of any Shareholder, employee, officer, or director of Seller or any of its directors, officers, stockholders Businesses or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred for the payment of any taxes imposed by law on Seller arising from or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation by reason of the transactions contemplated by this Agreement; (ix) any liability of.

Assumption of Liabilities. Upon the sale and purchase of the Purchased Assets, MAXIMUS shall assume and agree to pay or discharge when due the liabilities and obligations of TMR described on Schedule 1.2 which are to be performed after the Closing Date (as defined in Section 1.7 below). The liabilities to be assumed by MAXIMUS under this Agreement are hereinafter sometimes referred to as the "Assumed Liabilities." Except as otherwise specifically provided in this Section 1.2 (a) MAXIMUS shall not assume or be liable for any obligation or liability of TMR, of any kind or nature, known, unknown, contingent or otherwise, including without limitation: (i) any liability of TMR incurred in connection with this Agreement and the transactions provided for herein, Purchaser shall assume on including brokerage, accounting and counsel fees, transfer and other taxes, and expenses pertaining to the performance by TMR of its obligations hereunder, (ii) any litigation, proceeding, claim by any person or entity or other obligation of TMR relating to the business or operations of or otherwise relating to the Purchased Assets prior to the Closing Date, and shall perform whether or discharge on not such litigation, proceeding, claim or obligation is pending, threatened, or asserted before, on, or after the Closing Date, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out obligation of a violation of any antitrust TMR for Taxes (as defined in Section 2.7) whether relating to periods before or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to after the Closing Date; , and (iv) any liability based upon obligations of TMR under any law, including but not limited to antitrust, civil rights, health, safety, labor, discrimination and environmental laws; and (b) TMR shall be solely responsible for any and all liabilities and obligations of TMR not included within the Assumed Liabilities. The assumption of the Assumed Liabilities by MAXIMUS hereunder shall be treated as independent of its existing business and shall not enlarge any rights of third parties under contracts or arising out of any tortious arrangements with MAXIMUS or wrongful actions of Seller or TMR. Nothing herein shall prevent MAXIMUS from contesting in good faith any of its directors, officers, stockholders or employees; (v) the Assumed Liabilities with any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) party to whom any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability ofsuch Assumed Liability relates.

Assumption of Liabilities. Except as otherwise provided herein7.1 At Closing, Purchaser shall assume on the Closing Date, and shall perform or discharge on or after the Closing Date, agree to be responsible for (i) all the liabilities and obligations arising under the terms of Seller's current accounts payable the Contracts (as defined in Section 8 of Schedule 8.1.1) and current accrued liabilities (other than the current portion of long-term debt) related Long Term Financing pursuant to the Division terms of Schedule 1.1.28 attached hereto (the "Assumed Contracts") and (ii) all of disclosed on the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached schedules hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment liability or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) relates to any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to period after the Closing Date unless such liability is subject to but excluding liabilities and obligations resulting from a reasonable dispute breach or is properly reflected on default by the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (ii) the liabilities and obligations resulting from a breach or default by Purchaser under the Assumed Contracts, which breach first occurs after the Closings Date, (iii) subject to Clause 7.4, the Assumed Warranty Obligations, (iv) any liability based upon liabilities and obligations deriving from the Approved Enterprise status of Seller's factories, other than liabilities and obligations resulting from Seller's failure to comply with the requirements imposed by the Investment Center on Seller that were required to be complied with on or arising out of any tortious or wrongful actions of Seller or any of its directorsbefore the Closing Date, officers, stockholders or employees; (v) any mortgages liabilities and obligations under Performance Guarantees maintained by Seller on real property except as otherwise listed on Exhibit 2.3(b); nor behalf of Purchaser to the extent such obligations and liabilities arise from or relate to breaches first occurring after the Closing Date, (vi) any liability incurred or to be incurred the extent disclosed to Purchaser pursuant to any malpractice or other suits or actions pending against Clause __of Schedule 8.1.1, payment obligations under letters of credit issued by Seller or any stockholder or employee relating to raw materials received by Purchaser in the ordinary course of Seller; business after the Closing Date and not included in the calculation of the Inventory Adjustment, (vii) any liability of Seller for unpaid Taxes for periods before the Closing; Assumed Transferred Hedging Transactions, (viii) any liability purchase orders for the sale of Seller products to customers or for Taxes (including, without limitation, income the purchase of raw materials from suppliers and Transfer Taxes) resulting from agreements for other products and services used in the consummation operation of the transactions contemplated by Cable Business that are (A) outstanding on the Closing Date, (B) which were entered into the ordinary course of business consistent with the past practice of the Cable Business and (C) subject to Clause 9.15, which are not required to be disclosed on the Schedules to this Agreement; Agreement and (ix) the Assumed Redundancy Payments (collectively, (i), (ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix), the "Assumed Liabilities"). The Assumed Liabilities shall exclude any liability ofliabilities and obligations arising under contracts the assignment of which pursuant to this Agreement is not consented to by the other parties to same contracts, in which case such liabilities shall be deemed part of the Retained Liabilities, only to the extent that Purchaser was unable to act in accordance with Clause 11.1 (a) due to limitation contained in the terms of such contracts.

Assumption of Liabilities. Except as otherwise provided herein, Purchaser shall assume on As of the Closing Date, Buyer shall assume and shall undertake to pay, discharge and perform or discharge all obligations and Liabilities of each Seller under the Licenses owned by such Seller and included in the Purchased Assets and the Assumed Contracts to which such Seller is a party insofar as they relate to the time on or after the Closing DateDate or arise out of events occurring on or after the Closing Date (the "Assumed Liabilities"). Buyer shall not assume any other Liability of any Seller, or any predecessor or Affiliate of any Seller, nor any Liability associated with or relating to the Purchased Assets or the Stations, including, without limitation, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and any Liabilities under any Contract not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated included in the ordinary course of business or not indicated on Exhibit 2.3(b)Assumed Contracts, (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default Liabilities under such contracts, leases, commitments or obligations which occurred prior the Assumed Contracts and Licenses relating to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or period prior to the Closing Date; , (iii) any Action relating to the Stations and the Purchased Assets prior to the Closing, (iv) any liability based upon Liabilities of each Seller arising under capitalized leases, financing arrangements or arising out of any tortious or wrongful actions of Seller or any of its directorsindebtedness, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor Liabilities of each Seller under any employee pension, retirement, health and welfare or other benefit plan or collective bargaining agreement, (vi) any liability incurred or to be incurred pursuant obligation to any malpractice employee of each Seller for severance, retention, performance or other suits or actions pending against Seller stay bonus, benefits, vacation time, sick leave accrued or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from other compensation payable in connection with the consummation of the transactions contemplated by this Agreement; Agreement or otherwise due and payable prior to the Closing, (vii) any Liability under or with respect to any Governmental Order to be discharged prior to the Closing, (viii) any Tax Liability of a Seller or (ix) any liability ofLiability relating to or arising out of any of the Excluded Assets (the Liabilities listed in Clauses (i) through (ix) above and any other Liability that is not an Assumed Liability, collectively, the "Excluded Liabilities").

Assumption of Liabilities. Except At the Closing, the Buyer shall ------------------------- assume only the following liabilities of the Sellers (the "Assumed Liabilities"): (i) liabilities reflected on the September Balance Sheets, except for any such liabilities discharged since the date of the September Balance Sheets (the "Balance Sheet Date") and except for liabilities excluded from the Draft Closing Balance Sheet pursuant to Section 2.5(a), (ii) liabilities incurred by the Sellers in the Ordinary Course of Business since the Balance Sheet Date, (iii) liabilities under bona fide ---- ---- warranty obligations of the Sellers outstanding as otherwise provided herein, Purchaser shall assume on of the Closing Date, and shall perform or discharge on or after the Closing Date, (iiv) all of Seller's current accounts payable liabilities and current accrued liabilities (other than the current portion of long-term debt) related obligations under any Contract assigned to the Division and (ii) all Buyer pursuant hereto, except for any such liabilities or obligations resulting from the actual or alleged breach by any of the contractsSellers of any such Contracts. In furtherance of, leasesbut without limiting, commitmentsthe foregoing, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto except to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the September Balance Sheet; (iii) Sheets, the Assumed Liabilities will not include any liability based upon liabilities or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality obligations of the foregoingSellers (a) for any Environmental Health and Safety Liabilities resulting from the ownership, operation or condition of the Facilities, or for any such antitrust liability which may arise in connection with agreements, contracts, commitments liabilities or orders for the sale of goods or provision of services by Seller reflected obligations resulting from any Hazardous Activity conducted on the books of Seller at or prior to the Closing Date; , (ivb) for any liability based upon Taxes resulting from the conduct of the business of the Sellers prior to the Closing Date, (c) to any retired or arising out other former employees of any tortious of the Sellers for salaries or wrongful actions of Seller or benefits accrued prior to the Closing Date, (d) under any agreements with any employees providing for severance payments in the event such employees are terminated by Buyer after the Closing, (e) under any employee benefit plan maintained by any of its directorsthe Sellers, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income the defined benefit plan maintained by MSC-UK or (f) payables relating to the dust monitor business. The Sellers and the Buyer anticipate that the United Kingdom Transfer Taxesof Undertakings (Protection of Employment) resulting from Regulations 1981 (the consummation "Transfer Regulations") will apply to the sale and purchase under this Agreement in respect of the transactions contemplated UK Employees. The Sellers and the Buyer acknowledge and agree that under the Transfer Regulations the contracts of employment between MSC-UK and the UK Employees will have effect after the Closing Date as if originally made between Buyer and the UK Employees. This shall not, however, diminish the Sellers' obligations pursuant to Section 5.2 to indemnify the Buyer against the liabilities specified in clauses (c), (d) and (e) of the preceding sentence or any other liabilities not specifically assumed by the Buyer under this Agreement; (ix) Section 2.4, in relation to the UK Employees or any liability ofother past or present employees of MSC-UK or any predecessor of MSC-UK. Notwithstanding the foregoing, the Buyer acknowledges and agrees that it will be responsible for any severance payments imposed by statute incurred when any UK Employee is terminated by Buyer after the Closing. Any liabilities or obligations of the Sellers that are not Assumed Liabilities are referred to herein as "Excluded Liabilities."

Assumption of Liabilities. Except as otherwise provided herein, At the Closing Date the Purchaser shall assume on and agree to fulfill, discharge or perform as appropriate, the following liabilities relating to the Cappel Operations ("Assumed Liabilities"): (x) xll liabilities and obligations arising after the Closing Date with respect to the Contracts (subject to Paragraph 10.2 hereinafter), the Cochranville Facility, the Equipment (including leases) and the Registrations other than liabilities or obligations arising out of any breach by OTC of any provision of any Contract including but not limited to liabilities or obligations arising out of OTC's failure to perform any Contract in accordance with its terms prior to the Closing Date, and shall perform or discharge on or after the Closing Date, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and . (ii) all of the contracts, leases, commitments, liabilities and obligations to be assumed by Purchaser pursuant to Articles 6 and liabilities of Seller related 7 relating to the Division Employees and employee benefits (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto but not limited to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(bsavings plans). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or all other liabilities and obligations arising out of a violation or relating to damages sustained or occurrences and events occurring with respect to the conduct of the Cappel Operations by Purchaser after the Cloxxxx Xate. In no event, however, shall Purchaser assume or incur any liability or obligation under this Paragraph 1.4 or otherwise in respect of any antitrust of the following: (a) any product liability or similar restraint- of-trade laws claim made by Sellera third party for injury to person or property, includingregardless of when made or asserted, without limiting the generality which arises out of the foregoingor is based upon any express or implied representation, any such antitrust liability warranty, agreement or guarantee made by OTC, or alleged to have been made by OTC, or which may arise is imposed or asserted to be imposed by operation of law, in connection with agreements, contracts, commitments any product manufactured or orders for the sale of goods or provision of services sold by Seller reflected OTC on the books of Seller at or prior to the Closing Date, including without limitation any claim seeking recovery for consequential damage, lost revenue or income; (ivb) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; Taxes (v) any mortgages on real property as defined in Article 8) except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee provided in Article 8 of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ixc) any liability ofor obligation under or in connection with any of the Excluded Assets. ARTICLE 2 -

Assumption of Liabilities. Except as otherwise provided hereinSubject to the exceptions and exclusions of this Section 2.4, Purchaser shall assume the Buyer agrees that on the Closing Date, and shall perform or discharge on or after it will NOT ASSUME ANY Liabilities of the Closing Date, (i) all of Seller's current accounts payable and current accrued liabilities (Seller other than the current portion of long-term debt) related Note payable to AMEN Properties as herein defined. (collectively, the Division and (ii) all "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the contractsBusiness or the Seller, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and but not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assumelimited to: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), accrued income taxes; (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheetdeferred income taxes; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Dateaccrued franchise taxes; (iv) any liability based upon or arising out tax imposed on the Seller because of any tortious or wrongful actions of Seller or any the operation of its directorsBusiness or otherwise, officers, stockholders or employeesexcept sales and use assumed by Buyer pursuant to this Agreement; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b)of the liabilities or expenses of the Seller incurred in negotiating and carrying out their obligations under this Agreement and the documents contemplated to be executed hereunder; nor (vi) any liability incurred obligations of the Seller under any of its employee benefit plans or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Selleragreements; (vii) any liability of obligations incurred by the Seller for unpaid Taxes for periods before the ClosingClosing Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.4; (viii) any liability of liabilities or obligations incurred by the Seller for Taxes (includingin violation of, without limitation, income and Transfer Taxes) resulting from the consummation or as a result of the transactions contemplated by Seller's violation of, this Agreement; (ix) liabilities (other than the obligations assumed under this Section 2.4) arising from the sales of products or services on or before the Effective Date; (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto; and (xi) environmental liabilities and obligations pertaining to the Real Property other than the obligation to make payments under any liability oflease relating to the Real Property from and after the Closing Date (all of the foregoing being hereinafter collectively referred to as the "Retained Liabilities").

Assumption of Liabilities. Except as otherwise provided hereinWithout limiting the Company’s rights to indemnity under Section 6.1, Purchaser shall assume on from and after the Closing Datethe Company assumes and hereby agrees to fulfill, perform, pay and shall perform discharge (or discharge cause to be fulfilled, performed, paid or discharged) all of the obligations and liabilities of Contributor, known or unknown, with respect to the Contributed Assets, regardless of whether such obligations or liabilities arose prior to, on or after the Closing Effective Date, including but not limited to obligations to (ia) furnish makeup gas and/or settle imbalances according to the terms of applicable gas sales, processing, gathering or transportation contracts, and to satisfy all other obligations relating to future delivery/payment obligations and/or imbalances, (b) pay working interests, royalties, overriding royalties and other interests held in suspense, (c) properly plug and abandon any and all wxxxx, including inactive wxxxx or temporarily abandoned wxxxx, drilled on the Leases or otherwise pursuant to the Contributed Assets, (d) replug any well, wellbore, or previously plugged well on the Leases to the extent required or necessary, (e) dismantle or decommission and remove any equipment, structures, materials, platforms, flowlines, and property of Seller's current accounts payable whatever kind related to or associated with operations and current accrued liabilities activities conducted on the Oil and Gas Properties or otherwise pursuant to the Contributed Assets, (other than f) clean up, restore and/or remediate the current portion of long-term debt) premises covered by or related to the Division Contributed Assets in accordance with applicable agreements and Laws, (g) perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and related contracts, or as required by Laws and (iih) the liabilities set forth on Schedule 4.5 (all of the contracts, leases, commitments, said obligations and liabilities, subject to the exclusions below, herein being referred to as the “Assumed Liabilities”); provided, however, that the Company does not assume any obligations or liabilities of Seller related to the Division Contributor (including certain acquisition indebtednesscollectively, “Retained Liabilities”) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability ofthey are:

Assumption of Liabilities. Except The only obligations and ------------------------- liabilities to be assumed by the Buyer in connection with its acquisition of the Transferred Assets (the "Assumed Liabilities") are the accounts payable and accrued liabilities in the amounts set forth on the Sellers Balance Sheet (as otherwise 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 hereinsuch contracts are not in default and are assigned in writing by the Seller and the other party thereto, Purchaser shall assume if necessary, and are delivered on or prior to the Closing Date). The Sellers shall duly provide, to the satisfaction of the Buyer, for the payment of all other liabilities and obligations of Sellers prior to the Closing. Except for the Assumed Liabilities in the amount and to the extent provided in this Section, the Buyer shall not assume or be responsible for any liabilities or obligations which relate in any manner to the operation of the Business prior to the Closing, and the Seller shall perform or discharge 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 or after the Closing Datecondominium in Palos Verdes, California, Xxxxxxxx shall remain directly liable on such lease but Buyer shall reimburse Xxxxxxxx for (i) all lease payments on such lease in the amount of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division $1,575 per month and (ii) all 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 contractslease term, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: exceed twelve (i12) any liability, commitment or obligation not a trade account payable generated in months from the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without date hereof. Without limiting the generality of the foregoing, Buyer is not assuming any liability, past, present or future, for any liabilities, acts or omissions of Sellers with regard to any Sellers Employee Plans (as defined in Section 2.16(a)) except for such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise Employee Plans listed on Exhibit 2.3(b); nor (viSchedule 2.16(a) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability ofattached ---------------- hereto.

Assumption of Liabilities. Except as otherwise provided Upon the terms and subject to the conditions of this Agreement, and in reliance on the representations, warranties, covenants and agreements made by Watco herein, Purchaser effective as of the Closing, the Joint Venture and the Operating Subsidiary shall assume on and be obligated pursuant to this Agreement to pay when due, perform, or discharge, as applicable, the Closing DateLiabilities of Watco and the other members of the Watco Group arising under the Watco Assigned Contracts of Watco and/or such other member of the Watco Group, and shall perform or discharge on or as applicable, at any time after the Closing DateDate relating to periods after the Closing Date (collectively, (i) the “Watco Assumed Liabilities”); provided that the Watco Assumed Liabilities will include the obligation of the Joint Venture and the Operating Subsidiary to complete all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related WIP sold to the Division Joint Venture pursuant to the Watco Inventory Sale Agreement and (ii) all construction in progress as set forth on Schedule 2.1(c); provided, further, that in no event shall the Watco Assumed Liabilities include, and the Joint Venture and the Operating Subsidiary shall not assume or be obligated pursuant to this Agreement or otherwise for, any Liabilities arising out of or with respect to any of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assumefollowing: (i) any liabilitybreach of, commitment or obligation not default under (including a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(bpayment default), (ii) or failure to perform or comply with any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoingterms of, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for of the sale of goods or provision of services by Seller reflected Watco Assigned Contracts occurring on the books of Seller at or prior to the Closing Date; , (ii) any illegal, void or voidable Watco Assigned Contract or portion thereof, (iii) any acts of negligence or other torts occurring on or prior to the Closing Date, (iv) any liability based upon violations of Law occurring on or arising out of any tortious prior to the Closing Date, or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller obligations for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income warranty and Transfer Taxes) related obligations resulting from any work performed on or prior to the consummation of Closing Date, including on WIP on or prior to the transactions contemplated by this Agreement; (ix) any liability ofClosing Date.

Assumption of Liabilities. Except as otherwise provided Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser shall assume is assuming and agreeing to pay, perform and discharge when due only (a) all trade accounts payable and accrued expenses of Seller that arose in the ordinary course of business of Seller and are set forth in the Interim Financial Statements, (b) all trade accounts payable and accrued expenses of Seller that have arisen or arise after the date of the Interim Financial Statements in the ordinary course of business of Seller, (c) all obligations of Seller under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Assigned Contracts either (i) to furnish goods and services to another Person on and after the Closing Date, Date or (ii) to pay for goods and shall perform or discharge on or services that another Person will furnish to it after the Closing Date, (id) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitments, obligations and liabilities Indebtedness of Seller related to The Chase Manhattan Bank, N.A. reflected in the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment Interim Financial Statements or obligation not a trade account payable generated arising in the ordinary course of business or of Seller after the date of the Interim Financial Statements, (e) all obligations to and on behalf of former employees of Seller who become employees of Purchaser that arise in the ordinary course of business on and after the Closing Date, (f) Indebtedness of Seller to the Shareholder as of the Closing in a principal amount not indicated on Exhibit 2.3(bin excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (iih) any liability set forth on Exhibit 2.3(b) which may be incurred by reason those Liabilities of any breach of or default under such contracts, leases, commitments or obligations which occurred prior Seller relating to the Closing Date unless such liability is subject to a reasonable dispute or is properly Business which are reflected on in the Balance Sheet; Interim Financial Statements (iiithe "Assumed Liabilities") any liability based upon or arising out and no other Liabilities of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without . Without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments Purchaser is not assuming the MCI Liability or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before or the Closing; (viii) any liability of Seller Shareholder, now existing or hereafter arising, for Taxes (includingexcept to the extent set forth on Schedule 2.3, without limitation, income and Transfer Taxes) resulting from the consummation term "Assumed Liabilities" shall not include any of the transactions contemplated by this Agreement; (ix) any liability ofsame.

Assumption of Liabilities. Except Effective as otherwise provided hereinof the Closing, Purchaser DGHC shall assume on and be responsible for all of CPC's duties and obligations under the Existing JOA and CPC's pro rata share pursuant to the Existing JOA of all liabilities of the Joint Venture, arising prior to or subsequent to the Closing, as well as all obligations and liabilities arising subsequent to the Closing Daterelating to the business and operations of the Newspapers, provided that DGHC shall not assume, and DGHC and its affiliates shall perform or discharge on or after the Closing Datenot be responsible for, and CPC shall be responsible for: (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitmentsduties, obligations and liabilities allocated to CPC by the terms of Seller related the Amended JOA with respect to The Charleston Daily Mail; (ii) the Division entire cost and expense of defending, settling, paying and discharging any liability or other claim which is not covered by the libel insurance obtained by the Joint Venture (including certain acquisition indebtednessexcluding any such cost or expense which is not covered as a result of the application of any deductible amount or co-payment requirement provided under the insurance policy) which are listed for the The Charleston Daily Mail on Exhibit 2.3(b) attached hereto account of anything published in or excluded from The Charleston Daily Mail, or arising by reason of anything done or omitted to be done by the extent that such obligations are current and not otherwise in default editorial department thereof, whether prior to or subsequent to Closing; and (iii) the all severance and similar obligations and liabilities of Seller for employee benefits vested in to Xxx Xxxxxxx. No other obligations or liabilities shall be assumed by DGHC (or its affiliates) at Closing other than those employees of Seller who accept and commence employment with Purchaser, but only expressly assumed pursuant to the extent that such preceding sentence (collectively, the "ASSUMED LIABILITIES") and CPC shall retain all other obligations and liabilities, whether or not relating to the Newspapers (collectively, together with the obligations and liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: described in clauses (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; and (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Sellerabove, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b"EXCLUDED LIABILITIES"); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability of.

Assumption of Liabilities. Upon the sale and purchase of the Purchased Assets, MAXIMUS shall assume and agree to pay or discharge when due only those liabilities and obligations of Seller described on Schedule 1.2 that are to be performed after the Closing Date (the "Assumed Liabilities"). Except as otherwise specifically provided in this Section 1.2: (a) MAXIMUS shall not assume or be liable for any obligation or liability of Seller of any kind or nature, known, unknown, contingent or otherwise (each, an "Excluded Liability"), including without limitation: (i) any liability of Seller incurred in connection with this Agreement and the transactions provided for herein, Purchaser shall assume on including brokerage, accounting and counsel fees, transfer and other taxes, and expenses pertaining to the performance by Seller of its respective obligations hereunder; (ii) any litigation, proceeding, claim by any person or entity or other obligation of Seller relating to the Business or operations of Seller or otherwise relating to the Purchased Assets prior to the Closing Date, and shall perform whether or discharge on not such litigation, proceeding, claim or obligation is pending, threatened, or asserted before, on, or after the Closing Date; (iii) any liability or obligation (x) for any Tax (as defined in Section 2.5) of Seller with respect to any taxable period (or portion thereof), whether before or after the Closing Date, (iy) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) Tax resulting from or attributable to the consummation of the transactions contemplated by this Agreement, or (z) for the Taxes of any person other than Seller under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise (each, a "Tax Liability"); (ixiv) any liability ofclaim made by an employee or former employee of Seller (including any employees of Seller who are subsequently hired by MAXIMUS) arising out of or otherwise in respect of his or her employment with or termination by, Seller; and (v) any obligations of Seller under any Law or Regulation (as defined in Section 2.7 below); and (b) Seller shall be solely responsible for any and all liabilities and obligations of Seller not included within the Assumed Liabilities. The assumption of the Assumed Liabilities by MAXIMUS hereunder shall be treated as independent of its existing business and shall not enlarge any rights of third parties under contracts or arrangements with MAXIMUS or Seller. Nothing herein shall prevent MAXIMUS from contesting in good faith any of the Assumed Liabilities.

Assumption of Liabilities. The Buyer shall assume and, subject to all rights against third parties of offset, defenses, causes of action, counterclaims and claims of any nature that may be available to the Buyer in respect thereto, shall agree to satisfy and discharge, as the same shall become due, (a) the Accounts Payable, and (b) the liabilities and obligations of the Seller solely with respect to the leases and contracts and other liabilities described in SCHEDULE 1.01(d) hereto to which the Seller is a party (the "Assumed Contracts"), but only with respect to obligations arising under such Assumed Contracts that constitute Accounts Payable or that relate to the period of time after or arise after the effective date of assignment, the obligations described above, collectively the "Assumed Obligations"; provided, however, that the Buyer expressly assumes any and all liabilities of the Divisions arising from the statutory trust or other rights of third parties created under PACA and relating to the Transferred Assets ("PACA Liabilities"). Except as otherwise provided hereinspecifically set forth in the foregoing sentence, Purchaser shall assume on the Closing Date, Buyer does not and shall perform not assume any debts, liabilities, claims or discharge on other obligations (collectively, "Liabilities") of the Seller regardless of when the same may arise or after the Closing Datemay have arisen, including without limitation, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related any amounts owed to the Division and (ii) all any employees of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept obligations including salary, benefits, earned but unpaid vacation time, profit sharing contributions and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b)bonuses, (ii) Liabilities arising under any employee benefit plan of the Seller, (iii) liabilities which arise or are asserted by operation of any law, other than PACA liabilities, including but not limited to any liability set forth on Exhibit 2.3(b) which may be incurred sought to be imposed on the Buyer as successor to any part of the Business or any other part of Seller's business, or otherwise, by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior event (including but not limited to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by the Seller reflected on the books of Seller at or prior to the Closing Date; date hereof), act or omission, injury or transaction which shall have occurred or failed to have occurred, whether by reason of the operation of the Business or otherwise, prior to the date hereof, (iv) any liability based upon or arising out in respect of any tortious or wrongful actions the Seller's operations of Seller or any of its directorsthe Business on and prior to the date hereof, officers, stockholders or employees; (v) in respect of any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor express or implied representation, warranty or guarantee made in connection with any of the Seller's services or operations or which are or may be imposed by operation of law in respect of any operations prior to the date hereof, or (vi) any liability incurred or liabilities associated with the "It Make Cents(TM)" program and Seller's BDS Marketing Division except for any liabilities related to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation Buyer's use of the transactions contemplated by this Agreement; (ix) any "BDS Marketing" Name under the non-exclusive license. With respect to the Assumed Contracts, the Buyer shall have no liability ofor obligation to perform thereunder unless all of the Seller's rights thereunder have been fully and effectively assigned to the Buyer and, the Buyer shall be entitled to receive all of the benefits thereunder. The Seller shall use its best efforts to obtain, where required, the consents of the appropriate parties to the assignment and transfer of the Assumed Contracts to the Buyer hereunder.

Assumption of Liabilities. Except as otherwise provided hereinAs of the Effective Time, Purchaser SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”): All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing DateDate in an account of SEARHC (the “PTO Funding”); provided, and that the City shall perform remain responsible for any Liability arising under Law, policy or discharge on or after the Closing Date, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related contract to the Division and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: pay (i) any liabilityTransferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, commitment or obligation not a trade account payable generated in as well as any other forms of paid leave as discussed above (the ordinary course of business or not indicated on Exhibit 2.3(b“Excess PTO Liability”), or (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality other employee of the foregoing, City or the Hospital for any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale form of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability ofaccrued unused paid time off.

Assumption of Liabilities. Except as otherwise provided hereinUpon the terms and subject to the conditions of this Agreement, Purchaser shall assume on at the Closing Date, Buyer agrees to assume the following liabilities and shall perform or discharge on or after obligations of Seller (the Closing Date, (i) "Assumed Liabilities"): all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to set forth on the Division Year-End Balance Sheet (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto except to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only paid or performed prior to the extent that such Closing Date and except for Taxes based on net income), except for the profit sharing expense payable in the amount of $78,463, and all liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated and obligations arising in the ordinary course of business after the date of the Year-End Balance Sheet including without limitation City of Philadelphia taxes, City of Harrisburg taxes, and sales, employment and other miscellaneous taxes (except to the extent paid or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred performed prior to the Closing Date unless and except for Taxes based on net income), including those liabilities and obligations arising under the Contracts other than (a) Contracts as to which (i) a Seller Consent was required but was not obtained, except if Seller notifies Buyer that the Seller Consent has not been obtained and, notwithstanding such liability is subject to a reasonable dispute notification, Buyer desires to, and effectively does, assume the Contract, or is properly reflected on the Balance Sheet; (iiiii) any liability based upon party is in default (whether with or arising out without the passage of a violation time or the giving of any antitrust notice or similar restraint- of-trade laws by Seller, including, without limiting the generality both) or breach as of the foregoingClosing Date (a "Defaulted Contract"), and (b) liabilities or obligations attributable to any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services failure by Seller reflected on to comply with the books of Seller at or terms thereof prior to the Closing Date; (iv) . If Seller notifies Buyer prior to the Closing that any Contract is a Defaulted Contract, then Buyer shall have the option whether or not to assume any liabilities associated with such Defaulted Contract. Notwithstanding anything else set forth in this Section 2.3, any liability based upon or arising out of any tortious or wrongful actions that results from the failure of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before obtain the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation consent of the transactions contemplated by this Agreement; landlord or sublandlord of the Harrisburg office sublease to the assignment to Buyer of said Sublease (ix"Harrisburg Office Liabilities") any liability ofis not an Assumed Liability but is an Excluded Liability.

Assumption of Liabilities. Except as otherwise provided Upon the terms and subject to the conditions contained herein, at the Closing, the Purchaser shall assume on the Closing Dateand thereafter pay, perform, discharge and shall perform satisfy all obligations and liabilities accruing, arising out of, or discharge on relating to events or occurrences happening from and after the Closing DateDate under, and only under, and with respect to (i) the Assumed Contracts, (ii) the assumed Benefits and Obligations, and (iii) any and all applicable federal and provincial sales taxes, goods and services taxes, excise taxes and all other Taxes (other than income taxes of the Vendor), duties and other like charges properly paid upon and in connection with the conveyance and transfer of the Assets to the Purchaser (the "Assumed Liabilities"), and will indemnify the Vendor and the Shareholders against such liabilities. In addition, at the Closing, the Purchaser shall accept all liability and responsibility for all Retained Employees, (i) all in the case of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to Elbow River Ongoing Management, on the Division and terms set out in the Elbow River Employment Agreements, (ii) all in the case of Xxxxxx, on the contractsterms set out in the Advisory Agreement, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) in the liabilities case of Seller for employee benefits vested all Retained Employees other than Ruskin and the Elbow River Ongoing Management, on the terms set out in those employees of Seller who accept the Employment Letters or the Assumed Contracts, as applicable, and commence employment with Purchaser, but only to the extent that all such liabilities are listed on Exhibit 2.3(b)shall, collectively, be an Assumed Liability for the purposes hereof. Notwithstanding any contrary provision contained Other than as expressly set forth herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business Elbow River Employment Agreements, the Advisory Agreement, the Assumed Contracts or not indicated on Exhibit 2.3(b)the Employment Letters, (ii) the Vendor shall be liable and responsible for any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of employees, including all Employee Severance Obligations, for all employees or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality consultants of the foregoing, Vendor who are terminated from their employment for any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for reason by the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to Vendor before the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability of.

Assumption of Liabilities. Except as otherwise provided herein, Purchaser shall assume on the Closing Date, On and shall perform or discharge on or after the Closing Date, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related subject to the Division terms and (ii) conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the contracts, leases, commitments, obligations and following liabilities of Seller related to incurred in connection with the Division CIS Business (the "Assumed Liabilities"): (a) all liabilities of the Seller set forth on the Expected Balance Sheet, including certain acquisition indebtedness) which are its obligations under those contracts listed on Exhibit 2.3(b) attached hereto to Schedule 2.02 (the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b"Assumed Contracts"), (iib) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contractsexpenses ("Y2K Expenses"), leasesnot to exceed $25,000, commitments or obligations which occurred prior that are necessary to upgrade computer, management information systems and all other equipment used internally in the CIS Business (excluding deliverables sold and delivered to the Closing Date unless such customers of the CIS Business but including expenses for certification of new IMS products to be delivered to customers) so that they will operate properly on and after, and notwithstanding the occurrence of, the date January 1, 2000, as more fully described on Schedule 3.27, (c) Y2K Expenses in excess of $125,000, and (d) Y2K expenses in excess of $25,000 but not exceeding $125,000 relating to failures as to which Buyer has not, on or before June 30, 2000, notified Seller. The Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability is subject to a reasonable dispute or is properly reflected on of the Balance SheetSeller not included within the definition of Assumed Liabilities; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, it being the intention of the parties that the Seller shall retain liability for all accruals as of April 30, 1999 for such items as payroll, taxes, expenses and contract labor and shall pay at the Closing (as defined below) any such antitrust liability which may arise commissions payable (net of commission advances) at the date of the Closing and any obligations under certain so-called "stay-put" agreements with certain employees of the CIS Business and (iii) any Adverse Consequences, as hereinafter defined, arising from pre-closing obligations of the Seller arising under that certain agreement by and between the Seller and TRW, Inc. in connection with agreements, contracts, commitments or orders the so-called JIMS project for the sale County of goods or provision San Diego, California dated as of services by Seller reflected on March 31, 1998 (the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b?San Diego JIMS Contract?); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability of.

Assumption of Liabilities. Except as otherwise provided hereinAs of the Primary Closing, Purchaser shall assume on and agree to perform and discharge the Closing Date, following as they become due for all periods from and shall perform or discharge on or after the Closing Datedate of the Primary Closing, to the extent not previously performed or discharged: (i) all obligations of Seller's current accounts payable Seller which accrue and current accrued liabilities (are to be performed from and after the Primary Closing under those permits, authorizations, licenses, leases, rights of way, easements and other than the current portion of long-term debt) agreements related to the Division 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 contractsperiod 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, commitmentsrights of way, obligations easements and liabilities of Seller related other agreements referred to the Division in items (including certain acquisition indebtednessi) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iiiii) being referred to hereinafter as the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b"Assumed Liabilities"). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumedliable for any liabilities, nor shall Purchaser assume: (i) debts, contracts, agreements, including without limitation any liability, commitment contracts or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability agreements set forth on Exhibit 2.3(b) which may 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 incurred liable for any of Seller's expenses or obligations relating to or accruing by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior the proceedings relating to the Closing Date unless FCC Authorization in FCC CC Docket 91-142 (the "Algreg Proceeding"), including any obligations relating to any settlement thereof (such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Sellerother liabilities, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreementsdebts, contracts, commitments agreements or orders for the sale of goods or provision of services by Seller reflected on the books other obligations of Seller at or prior other than the Assumed Liabilities being referred to as the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b"Non-Assumed Liabilities"); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability of.

Assumption of Liabilities. Except as otherwise provided herein, Purchaser shall assume on the Closing Date, On and shall perform or discharge on or after the Closing Datedate of this Agreement, the Buyer hereby assumes and the Buyer hereby agrees to pay, perform and discharge as and when due, those liabilities and obligations of the Seller (ia) all arising pursuant to, or in connection with, the terms of Seller's current accounts payable the Enumerated Contracts, the Employment and current accrued liabilities Labor Agreements and/or the Trade Show; (other than the current portion of long-term debtb) related as contemplated by Section 7 with respect to the Division Employees and the Schedule 7.2 Employees; (c) arising under and with respect to Warranty Claims, subject to the provisions of Section 8.1 hereof; (d) arising in connection with any items of software listed on Schedule 4.22 attached hereto and made a part hereof, and under and with respect to any license with respect to any such software; and (iie) all arising under Section 8.4 hereof (each of the contractsforegoing as described in clauses (a), leases(b), commitments(c), obligations and liabilities of Seller related to the Division (including certain acquisition indebtednessd) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iiie) above, collectively, the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b"Assumed Liabilities"). Notwithstanding any contrary provision contained hereinWithout limiting the foregoing, Purchaser the Buyer shall not assume (and the term "Assumed Liabilities" shall not be deemed to have assumed, nor shall Purchaser assume: include) (i) any liability, commitment or obligation not a trade account payable generated in income Taxes of the ordinary course of business or not indicated on Exhibit 2.3(b), Seller; (ii) any liability set forth except as provided in Section 10.2 of this Agreement, all other Taxes attributable to periods ending on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheetdate of this Agreement; (iii) any liability based upon or arising out of a violation Taxes of any antitrust other Person for which the Seller may be liable by contract or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Dateotherwise; (iv) any liability based upon or arising out of any kind due to illegal or tortious conduct prior to the date of this Agreement by the Seller, or wrongful actions of Seller or any of its directors, the Seller's officers, stockholders directors or employees, whether to employees or third parties; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b)liability for product liability lawsuits arising from the sale of any Product before the date of this Agreement; nor (vi) any liability incurred or to be incurred pursuant to for the infringement of any malpractice or other suits or actions pending against Seller or item of Intellectual Property in connection with the sale of any stockholder or employee Product before the date of Sellerthis Agreement; and (vii) any other liability of Seller for unpaid Taxes for periods before not expressly assumed by the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income Buyer pursuant to this Agreement. All the liabilities and Transfer Taxes) resulting from the consummation obligations of the transactions contemplated by this Agreement; (ix) any liability ofSeller other than the Assumed Liabilities are hereinafter referred to as the "Excluded Liabilities".

Assumption of Liabilities. Except as otherwise provided Subject to the terms and conditions set forth herein, Purchaser at the Closing, Buyer shall assume on and agree to pay, honor and discharge when due only the Closing Date, following liabilities and shall perform obligations relating to the Assets or discharge on or after the Closing Date, Business: (ia) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitments, payment obligations and liabilities of Seller related to under the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise agreements as set forth in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with PurchaserSchedule 2.4(a), but only to the extent that such liabilities are payment obligations relate to the failure of Buyer to offer employment to employees of the MN Division pursuant to Section 7.1 or the involuntary termination by Buyer without cause of the employment of any Transferred Employee after the Closing (it being understood and agreed that any payments due under the agreements listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser in Schedule 2.4(a) upon and by reason of the sale of the MN Division shall not constitute Assumed Liabilities hereunder); provided, however, that the maximum amount of payment obligations of Seller under each of the agreements listed in Schedule 2.4(a) (which payment obligations are Assumed Liabilities pursuant to this Section 2.4(a)) is as set forth on Schedule 2.4(a) hereto; (b) all product warranty obligations of the Business; (c) all liabilities and obligations of Seller to be deemed performed from and after the Closing Date under or relating to have assumedContracts and Governmental Approvals included in the Assets; (d) to the extent reflected on the Final Closing Statement of Net Assets, nor shall Purchaser assume: all liabilities and obligations of Seller relating to or arising out of the operation of the Business and reflected on the December Balance Sheet or disclosed in the notes thereto other than those relating to income taxes; (ie) any liabilityto the extent reflected on the Final Closing Statement of Net Assets, commitment all trade and other accounts payable and other liabilities (other than those relating to income taxes) arising out of or obligation not a trade account payable generated in respect of the ordinary course of business or not indicated on Exhibit 2.3(b)of the Business (including intercompany and interdivisional trade accounts payable) consistent with past practice since December 31, 1997; and (iif) any liability set forth on Exhibit 2.3(b) which may be incurred by reason all liabilities and obligations of any breach of or default under such contracts, leases, commitments or obligations which occurred prior Seller relating to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Sellerthe lawsuits and claims that are described on Schedule 3.5 (collectively, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b"Assumed Liabilities"); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability of.

Assumption of Liabilities. Except On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the "Assumed Liabilities" (as otherwise provided hereinhereinafter defined) at the Closing. The Buyer will not assume or have any responsibility, Purchaser shall assume on however, with respect to any other obligation or liability of the Closing DateSeller not included within the definition of Assumed Liabilities. For purposes of this Agreement, and shall perform or discharge on or "Assumed Liabilities" means (a) all liabilities of the Seller attributable to the Assets which may arise after the Closing Date, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated Date in the ordinary course of business (other than any liability resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law, or environmental matter, including without limitation those arising under environmental, health, and safety requirements); (b) all obligations of the Seller under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Assets either (i) to furnish goods, services, and other non-cash benefits to another party after the Closing Date or (ii) to pay for goods, services, and other non-cash benefits that another party will furnish to it after the Closing Date; and (c) all obligations of Seller with Southwestern Xxxx Telephone Co. for the Frame Relay circuit between Tahlequah and Tulsa and for the three (3) incoming digital T-1 trunk lines, prorated as of the Closing Date with the Seller remaining obligated for such obligations that are incurred before and as of the Closing Date and the Buyer assuming such obligations that are incurred after the Closing Date; PROVIDED, HOWEVER, that the Assumed Liabilities shall not indicated on Exhibit 2.3(b)include (i) any liability of the Seller for taxes, (ii) any liability set forth on Exhibit 2.3(bobligation of the Seller to indemnify any person (including any of the Seller's stockholders) which may be incurred by reason of the fact that such person was a manager, officer, employee, or agent of the Seller or was serving at the request of any breach such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or default under otherwise and whether such contractsindemnification is pursuant to any statute, leasesarticles of association, commitments operating agreement, agreement, or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; otherwise), (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise Seller for costs and expenses incurred in connection with agreementsthis Agreement and the transactions contemplated hereby, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation obligation of the transactions contemplated by Seller under this Agreement; (ix) any liability of.

Assumption of Liabilities. Except as otherwise provided herein, Purchaser shall assume on the Closing Date, and shall perform or discharge on or after the Closing Date, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, the Purchaser shall not be deemed to have assumed, nor shall the Purchaser assume, any contract, lease, liability, performance or obligation of the Sellers unless specifically referenced as an assumed liability by the express terms of this Agreement, including, but not limited to: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected close of business on the Balance SheetClosing Date; (ii) any liability of the Sellers which pertains exclusively to assets of the Sellers not transferred to the Purchaser hereunder; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- restraint-of-trade laws by Sellerany Seller at or prior to the close of business on the Closing Date, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by any Seller reflected on the books of any Seller at or prior to the close of business on the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of any Seller or any agent of its directors, officers, stockholders or employeesthe Sellers; (v) any mortgages liability for the payment of any taxes imposed by law on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred Seller arising from or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation by reason of the transactions contemplated by this Agreement; (ixvi) any liability ofimposed by any federal, state or local governmental or regulatory agency or authority by reason of events that have occurred prior to the close of business on the Closing Date; (vii) any liability or obligation in respect of any tax of any kind including sales, use or excise taxes, income taxes, taxes based on or measured by income or franchise taxes attributable to periods or events prior to or ending on the close of business on the Closing Date; (viii) any liability or obligation of any Business with respect to any taxes, legal, accounting, brokerage or finder's fees or other expenses of whatever kind or nature incurred by or on behalf of any Seller, or any Affiliate, stockholder, director, employee or officer of any Seller incurred in connection with the transaction or performances contemplated by this Agreement; (ix) breach or default of any obligation under any Employee Benefit Plan of any Seller; (x) any liability with respect to the accounts receivable of any Seller including, but not limited to, refund of overpayments, escheat liability, or credit balances on account of overpayments to any Seller; (xi) any employment contract; (xii) any obligation of USD or the Sellers under any contracts for equipment services and supplies that relate to all centers owned directly or indirectly by USD other than obligations which related to service or supplies within the 30 day period following the Closing Date; or (xiii) any liability which does not relate in any way to the ownership, management, or operation of the Businesses. Except as limited by the

Assumption of Liabilities. Except as otherwise provided herein, Purchaser shall assume on the Closing DateDesignated Subsidiary hereby assumes, and Buyer shall perform cause Designated Subsidiary to pay or discharge on or after the Closing Datewhen due, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contractsdebts, leasesobligations, commitments, obligations and liabilities of Seller related to reflected and accrued on the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to Base Balance Sheet or incurred and accrued after the extent that such obligations are current and not otherwise in default and (iii) date of the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated Base Balance Sheet in the ordinary course of business and all other debts, obligations, and liabilities of Seller specifically listed in the Seller's Disclosure Schedule described in Section 3.1; provided, however, that Designated Subsidiary does not assume, and Buyer shall have no obligation to cause Designated Subsidiary to pay or not indicated discharge when due, any debts, obligations, or liabilities of Seller (a) that are listed on Exhibit 2.3(b)Schedule 1.2 hereto, (iib) any liability set forth that are in existence on Exhibit 2.3(bthe date of the Base Balance Sheet and do not appear thereon or in the Seller's Disclosure Schedule, (c) that arise under agreements and commitments that have not been assigned to Designated Subsidiary pursuant to this Agreement, (d) the existence of which may be incurred by reason would conflict with or constitute a breach of any breach of representation, warranty, covenant, or default under such contractsagreement made by Seller in this Agreement, leases, commitments or obligations which occurred prior except to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on extent disclosed in the Balance Sheet; Seller's Disclosure Schedule, (iiie) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may that arise in connection with agreementslawsuits, contractswhich are not reflected in the Base Balance Sheet or as described in Seller's Disclosure Schedule, commitments or orders for the sale of goods or provision of services by brought against Seller reflected based on the books of Seller at any circumstances that occurred on or prior to the Closing Date; , (ivf) that arise by reason of or for any liability based upon default, breach, or arising out penalty of or by Seller under any tortious agreement or wrongful actions of commitment, which are not reflected in the Base Balance Sheet or as described in the Seller's Disclosure Schedule, (g) that relate to any federal, state, or local income, sales, personal property, transfer, or other taxes, if any, which may be imposed on Seller or any of its directors, officers, stockholders the MTL Partners in connection with the transactions contemplated by this Agreement or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee the liquidation and dissolution of Seller; , or (viih) any liability that arise in connection with negotiating the terms of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (includingthis Agreement, without limitation, income and Transfer Taxes) resulting from the consummation of effecting the transactions contemplated by this Agreement; (ix) any liability of, and liquidating or dissolving Seller, including the fees and expenses of Seller's legal counsel, accountants, and other consultants and advisers.

Assumption of Liabilities. Except as otherwise provided hereinSubject to the conditions in this Agreement, Purchaser shall assume on the Closing Date, Purchaser will deliver an undertaking in form and shall substance reasonably satisfactory to Shareholder, Seller and its counsel pursuant to which Purchaser will assume and agree to pay, perform or and discharge on or after the Closing Date, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such reflected or reserved against in Seller's balance sheet as of December 31, 1995, included in the Financial Statements (defined below), (ii) all obligations are current and not otherwise in default liabilities of Seller arising after the Closing Date under any contracts, agreements, instruments and arrangements listed on SCHEDULE 1.2 to this Agreement and (iii) the all current liabilities of Seller for employee benefits vested in those employees arising after the date of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated balance sheet in the ordinary course of business and not in violation of this Agreement PROVIDED, HOWEVER, that Purchaser will not assume any liability of Seller incurred or not indicated on Exhibit 2.3(barising in connection with (i) any tax obligations of Seller or Shareholder of any nature whatsoever (including penalties, interest and additions to tax), ; (ii) any product liability set forth claims related to services rendered or products shipped or in finished goods inventory as of the close of business on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance SheetDate; (iii) any liability based upon or arising out of a liabilities related to any violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or Environmental Laws (defined below) arising prior to the close of business on the Closing Date; (iv) any liability based upon liabilities related to Seller's Benefit Plans (defined below); and any workers compensation or arising out related claims made or to be made by Paul Xxxxx. Xxy of the foregoing notwithstanding, Purchaser will not assume any tortious other obligations or wrongful actions liabilities of Seller or any of its directorsShareholder, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income those arising out of or in connection with the negotiation and Transfer Taxes) resulting from preparation of this Agreement or the consummation of the transactions contemplated provided for in this Agreement which shall be borne personally by this Agreement; (ix) any liability ofShareholder. The liabilities to be assumed by Purchaser hereunder are collectively referred to as the "Assumed Liabilities."

Assumption of Liabilities. Except as otherwise provided herein(a) At the Closing, Purchaser Buyer shall assume on the Closing Dateand become responsible for, and shall perform or thereafter pay, perform, and discharge as and when due, only the following Liabilities related to the Business arising on or after the Closing Date (collectively, the “Assumed Liabilities”): (i) trade and carrier payables of the Selling Companies related to the Businesses as of the Closing Date set forth on Schedule 1.3(a)(i) (collectively, the “Payables”); (ii) those certain accrued expenses (other than expenses that are Retained Liabilities) related to the Businesses set forth in the accounts listed on Schedule 1.3(a)(ii); and (iii) all Liabilities arising on or after the Closing Date under (A) the Assumed Contracts, (B) the permits and authorizations from Governmental Authorities relating to the Business as of the Closing, other than Retained Liabilities under Sections 1.3(b)(ii), 1.3(b)(iv) or 1.3(b)(v), (C) the Assumed Leases, (D) the equipment leases and (E) any other liabilities associated with the Purchased Assets; (iv) any Liability arising prior to the Closing Date relating to the Work in Progress and Escrow Accounts, other than Retained Liabilities under Section 1.3(b)(iv); and (b) Notwithstanding anything to the contrary contained in Section 1.3(a), the Buyer shall not assume, and shall have no liability under or by reason of this Agreement for any obligations, duties, or liabilities relating to Selling Companies or the operation of the Businesses arising prior to the Closing Date and relating to the operation of the Businesses prior to the Closing Date, other than the Assumed Liabilities, including, without limitation, any of the following (collectively, the “Retained Liabilities”): (i) all payables of Seller's current accounts payable and current accrued liabilities (other than Selling Companies originating prior to the current Closing Date, except to the extent that a portion of long-term debt) related a payable is applicable to operations on or after the Division and Closing Date in which case the Parties will pay their respective pro rata share; (ii) all of expenses of, or portion any portion thereof attributable to, the contracts, leases, commitments, obligations Selling Companies and liabilities of Seller related their operations prior to the Division (Closing Date, whether or not accrued, unless specifically set forth in this Agreement as expenses, including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and prorated expenses, Buyer will be paying; (iii) the liabilities any Liability under any Assumed Contract that arises out of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only or relates to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which violation that occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by SellerDate, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income any error and Transfer Taxes) resulting from omission of Selling Companies or any employee, agent or representative of Selling Companies, but excluding Liabilities unknown to Selling Companies relating to the consummation of the transactions contemplated by this AgreementWork In Progress; (ix) any liability of5 | P a g e

Assumption of Liabilities. Except On and subject to the terms and conditions of this Agreement, the Buyer agrees to assume and become responsible for all of the "Assumed Liabilities" (as otherwise provided hereinhereinafter defined) at the Closing. The Buyer will not assume or have any responsibility, Purchaser shall assume on however, with respect to any other obligation or liability of the Closing DateSeller not included within the definition of Assumed Liabilities. For purposes of this Agreement, and shall perform or discharge on or "Assumed Liabilities" means (a) all liabilities of the Seller attributable to the Assets which may arise after the Closing Date, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume: (i) any liability, commitment or obligation not a trade account payable generated Date in the ordinary course of business (other than any liability resulting from, arising out of, relating to, in the nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law, or environmental matter, including without limitation those arising under environmental, health, and safety requirements); (b) all obligations of the Seller under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Assets either (i) to furnish goods, services, and other non-cash benefits to another party after the Closing Date or (ii) to pay for goods, services, and other non-cash benefits that another party will furnish to it after the Closing Date; and (c) all obligations of Seller with Southwestern Xxxx Telephone Co. for the Frame Relay circuit between Bartlesville and Tulsa and for the three (3) incoming digital T-1 trunk lines, prorated as of the Closing Date with the Seller remaining obligated for such obligations that are incurred before and as of the Closing Date and the Buyer assuming such obligations that are incurred after the Closing Date; PROVIDED, HOWEVER, that the Assumed Liabilities shall not indicated on Exhibit 2.3(b)include (i) any liability of the Seller for taxes, (ii) any liability set forth on Exhibit 2.3(bobligation of the Seller to indemnify any person (including any of the Seller's stockholders) which may be incurred by reason of the fact that such person was a manager, officer, employee, or agent of the Seller or was serving at the request of any breach such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or default under otherwise and whether such contractsindemnification is pursuant to any statute, leasesarticles of association, commitments operating agreement, agreement, or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; otherwise), (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise Seller for costs and expenses incurred in connection with agreementsthis Agreement and the transactions contemplated hereby, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation obligation of the transactions contemplated by Seller under this Agreement; (ix) any liability of.

Assumption of Liabilities. Except as otherwise provided herein, Purchaser TLC or an Affiliate of TLC shall assume on at the Closing DateEffective Time, and shall perform or discharge on or after the Closing DateEffective Time, only (iA) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related to the Division and (ii) all of the contracts, leases, commitments, obligations and liabilities of Seller related Practice which are included in the definition of Assumed Contracts; (B) Practice's trade accounts payable and other short-term obligations incurred in the Ordinary Course of Business no more than thirty (30) days prior to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default Closing Date; and (iiiC) the Security Interests described on Schedule 2(b) (the "Permitted Encumbrances") (the foregoing (A), (B) and (C) are hereinafter collectively referred to as the "Assumed Liabilities"), and neither TLC nor any of its Affiliates shall assume any other liabilities of Seller for employee benefits vested in those employees Practice. Other than the Assumed Liabilities, neither TLC nor any of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser its Affiliates shall not be deemed to have assumed, nor shall Purchaser assumeTLC or any of its Affiliates assume any Liability of Practice including but not limited to: (iA) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) Liability which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations of Practice which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance SheetEffective Time; (iiiB) any liability Liability for any employee benefits payable to employees of Practice, including, but not limited to, liabilities arising under any Employee Benefit Plan of Practice; (C) any Liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by SellerPractice, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at Practice or prior to the Closing Dateany Physician Owner; (ivD) any liability Liability based upon or arising out of any tortious or wrongful actions of Seller Practice or any of its directorsPhysician Owner, officers, stockholders or employees; (vE) any mortgages Liability for the payment of any taxes imposed by law on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) Practice arising from any liability incurred activities of Practice prior to the Effective Time or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation by reason of the transactions contemplated by this Agreement; (ixF) any liability ofLiability for the payment of legal fees incurred by Practice prior to the Closing; (G) any term debt of Practice not included in the Permitted Encumbrances; or (H) any trade accounts payable not included in the Assumed Liabilities (collectively the "Retained Liabilities").

Assumption of Liabilities. Except as otherwise provided hereinAs additional consideration hereunder, Purchaser shall assume on the Closing Date, from and shall perform or discharge on or after the Closing Date, Buyer shall assume and discharge the Liabilities of Sellers (ixii) existing on and arising subsequent to the Closing Date under the Contracts and under all purchase and sales commitments and orders existing on the Closing Date (the "Assumed Contracts"), (xiii) all accounts payable, accrued expenses and other Liabilities reflected on the Closing Statement, and (xiv) pending claims for audit of Seller's current accounts payable accountings and current accrued liabilities (other than the current portion of long-term debt) related payments owed by Seller to parties to the Division and (ii) all Contracts in respect of the contracts, leases, commitments, obligations Music Business set forth on Schedule 2.2 and liabilities any other such claims made after the date of Seller related to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto this Agreement to the extent that such obligations are current and not otherwise in default and (iii) the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only claims relate to periods prior to the extent that such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained hereinClosing Date (collectively, Purchaser shall not be deemed the "Audit Claims") (the Liabilities referred to have assumed, nor shall Purchaser assume: in clauses (i) any liability, commitment or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; and (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Sellerthis sentence being hereinafter collectively called the "Assumed Liabilities"). Except as provided in the preceding sentence, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior and notwithstanding anything else to the Closing Date; (iv) contrary contained herein, Buyer is not assuming and shall not be liable for any liability based upon or arising out Liabilities of any tortious or wrongful actions of Seller or any of its directorsSellers other than the Assumed Liabilities, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income any Liabilities (a) for indebtedness for borrowed money or overdrafts; (b) relating to or in any way arising out of the Excluded Assets; (c) for fees and Transfer Taxesdisbursements referred to in Section 14.2 hereof; (d) resulting from to any shareholder or Affiliate of Sellers or to any current or former employee, officer or director of Sellers, including, without limitation, any severance pay, post retirement medical benefits, COBRA benefits or other pension compensation or benefits whether by operation of Law or otherwise, other than with respect to employees of the Music Business actually engaged by Buyer after the Closing as expressly provided in Section 8.3, and only in respect of Liabilities to such employees arising after the Closing Date or accrued on the Closing Statement; (e) relating to the execution, delivery and consummation of this Agreement by the Sellers and the transactions contemplated hereby, including, without limitation, any and all Taxes incurred as a result of the sale contemplated by this Agreement; (ixf) for any liability ofTaxes accrued or incurred prior to the Closing Date or relating to any period (or portion of a period) prior thereto; (g) relating to or arising out of any environmental matter, including, without limitation, any violation of any Environmental Law or any other Law relating to health and safety of the public or the employees of any Seller; (h) relating to vacations, sick days and similar benefits accrued prior to the Closing Date in respect of employees of the Music Business who become employees of Buyer or its Affiliate after the Closing and not reflected on the Closing Statement; and (i) of Sellers arising under or pursuant to this Agreement. Buyer shall not assume or be bound by any Liabilities of Sellers, except as expressly assumed by it pursuant to this Agreement.

Assumption of Liabilities. Except as otherwise provided On the terms and subject to the conditions set forth herein, Purchaser shall assume on after the Initial Closing Date and each Subsequent Closing Date, as the case may be, the Buyer shall assume, satisfy or perform the Total Relevant Percentage of the following Liabilities of the Required Sellers or the Remaining Sellers participating in such Closing, in each case, 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) (the "Assumed Liabilities"): (a) all Environmental Liabilities, other than those included in the Excluded Liabilities (as set forth in Section 2.4); (b) except as specifically provided in Section 2.4(u), all Liabilities under (i) the Material Contracts, Leases, Other Assigned Contracts, Emergency Preparedness Agreements and shall perform or discharge the Transferable Permits in accordance with the terms thereof, except in each case, to the extent such Liabilities relate to periods ending on or after the prior to such Closing Date, (i) all of Seller's current accounts payable and current accrued liabilities (other than the current portion of long-term debt) related or to the Division extent the same arise out of any breach or default by any Seller, and (ii) all of the contracts, leases, commitments, obligations commitments and liabilities of Seller related other agreements entered into by the Sellers with respect to the Division (including certain acquisition indebtedness) which are listed on Exhibit 2.3(b) attached hereto Acquired Assets during the Interim Period to the extent that such obligations are current permitted by Section 5.3(a); (c) Liabilities in respect of or otherwise arising from those Permitted Encumbrances listed in Schedule 2.3(c) which accrue or arise after the Initial Closing Date and do not otherwise in result from a default and (iii) or failure to act under the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only Permitted Encumbrances by the Sellers prior to the extent that Initial Closing Date; provided, however, Permitted Encumbrances as to which a Seller's liability terminates as a matter of law upon such liabilities are listed on Exhibit 2.3(b). Notwithstanding any contrary provision contained herein, Purchaser Seller's sale of its interest in the Real Property shall not be deemed Assumed Liabilities; (d) with respect to have assumedthe Acquired Assets, nor shall Purchaser assume: any Tax that may be imposed by any federal, state or local government on the ownership, sale, operation or use of the Acquired Assets by the Sellers after such Closing Date, except for (i) any liability, commitment or obligation not a trade account payable generated in Income Taxes attributable to income received by the ordinary course of business or not indicated on Exhibit 2.3(b), Sellers and (ii) any liability set forth on Exhibit 2.3(b) which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior Taxes allocable to the Closing Date unless such liability is subject to a reasonable dispute or is properly reflected on Sellers in accordance with the Balance Sheetproration under Section 2.9; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Seller, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by Seller reflected on the books of Seller at or prior to the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability of-7-

Assumption of Liabilities. Except as otherwise provided hereinAs of the Primary Closing, Purchaser shall assume on and agree to perform and discharge the Closing Date, following as they become due for all periods from and shall perform or discharge on or after the Closing Datedate of the Primary Closing, to the extent not previously performed or discharged: (i) all obligations of Seller's current accounts payable Seller which accrue and current accrued liabilities are to be performed from and after the Primary Closing (x) under those permits, authorizations, licenses, leases, rights of way, easements and other than the current portion of long-term debt) agreements related to the Division Business listed on SCHEDULES 2.01(a) and 2.01(g), (y) under those permits, authorizations, licenses, leases, rights of way, easements, subscriber and other agreements related to the Business which Manager in the name of Seller entered into, and all other liabilities incurred by Manager on Seller's behalf, in accordance with the terms and conditions of the Management Agreement, and (z) under the AWS agreements referred to in Section 2.03; and (ii) all other obligations of Seller entered into during the contractsperiod 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, commitmentsrights of way, obligations easements and liabilities of Seller related other agreements referred to the Division in items (including certain acquisition indebtednessi) which are listed on Exhibit 2.3(b) attached hereto to the extent that such obligations are current and not otherwise in default and (iiiii) being referred to hereinafter as the liabilities of Seller for employee benefits vested in those employees of Seller who accept and commence employment with Purchaser, but only to the extent that such liabilities are listed on Exhibit 2.3(b"Assumed Liabilities"). Notwithstanding any contrary provision contained herein, Purchaser shall not be deemed to have assumedliable for any liabilities, nor shall Purchaser assume: (i) debts, contracts, agreements, including without limitation any liability, commitment contracts or obligation not a trade account payable generated in the ordinary course of business or not indicated on Exhibit 2.3(b), (ii) any liability agreements set forth on Exhibit 2.3(b) which may 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 incurred liable for any of Seller's expenses or obligations relating to or accruing by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior the proceedings relating to the Closing Date unless FCC Authorization in FCC CC Docket 91-142 (the "Risk Sharing Proceeding"), including any obligations relating to any settlement thereof (such liability is subject to a reasonable dispute or is properly reflected on the Balance Sheet; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint- of-trade laws by Sellerother liabilities, including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreementsdebts, contracts, commitments agreements or orders for the sale of goods or provision of services by Seller reflected on the books other obligations of Seller at or prior other than the Assumed Liabilities being referred to as the Closing Date; (iv) any liability based upon or arising out of any tortious or wrongful actions of Seller or any of its directors, officers, stockholders or employees; (v) any mortgages on real property except as otherwise listed on Exhibit 2.3(b"Non-Assumed Liabilities"); nor (vi) any liability incurred or to be incurred pursuant to any malpractice or other suits or actions pending against Seller or any stockholder or employee of Seller; (vii) any liability of Seller for unpaid Taxes for periods before the Closing; (viii) any liability of Seller for Taxes (including, without limitation, income and Transfer Taxes) resulting from the consummation of the transactions contemplated by this Agreement; (ix) any liability of.