Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same.

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained Except as otherwise specifically provided herein, the Purchaser is assuming shall, as of the Effective Time on the Closing Date, assume and agreeing to thereafter pay, perform and or discharge when due only due, to the complete exculpation of the Seller, or reimburse the Seller for any payments made on the Purchaser's behalf with respect to (collectively, the "Assumed Liabilities"): (a) the obligations of the Seller accruing as and from the Effective Time on the Closing Date under the capital leases listed in Schedule 1.3(a) (the "Capital Leases"); (b) all trade and other accounts payable and all accrued expenses liabilities relating to the Acquired Business that are outstanding as at the close of business on the Closing Date and which are listed on Schedule 1.3(b) (for the period up to August 31, 2003) or on the Closing Balance Sheet (collectively, the "Accrued Liabilities"); (c) all trade and other accounts payable relating to the Acquired Business that accrue as and from the Effective Time on the Closing Date; (d) the Seller's obligations accruing as and from the Effective Time on Closing Date under the Contracts (including those Contracts in respect of which the Seller that arose has been paid in advance for the services to be provided thereunder, a list of which Contracts for which payments have been received on or prior to August 31, 2003 is attached hereto as Schedule 1.3(d)) and the Immovable Property Leases; (e) the Seller's obligation to complete all purchase orders/requests for services entered into 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 operations of the Interim Financial Statements Acquired Business (a list of uncompleted purchase orders/requests involving payments in the ordinary course excess of business of SellerCDN$150,000 each and dated on or earlier than August 31, (c) all obligations of Seller under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Assigned Contracts either (i2003 is attached as Schedule 1.3(e)) to furnish goods and services to another Person the extent unfilled on and after the Closing Date or Date, except for those purchase orders/requests for service which are cancelled (iiwithout any obligation surviving) to pay for goods and services that another Person will furnish to it by the Purchaser after the Closing Date; (f) the Seller's obligation to pay the Settlement Amount; (g) the Seller's obligation to pay the commission, in the amount of $406,113.29 (dincluding GST of $24,500.00, QST of $28,087.50 and out of pocket expenses of $3,525.79), owing to CIBC in connection with the transactions herein contemplated; (h) all Indebtedness of the indebtedness owing by the Seller to Montcap Financial Corporation pursuant to the agreement dated April 2, 2003. The Chase Manhattan Bank, N.A. reflected in amount of such indebtedness as at the Interim Financial Statements or arising in the ordinary course of business 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 close of business on September 30, 2003 is two million five hundred sixty-three thousand thirty-six Canadian Dollars and after fifty-four cents (CDN$2,563,036.54) inclusive of the Montcap Fee, legal fees and miscellaneous charges to be included in the final statement to be delivered by Montcap Financial Corporation; (i) the obligation of the Seller to pay the Montcap Fee; (j) any liability or claim arising out of the ownership of the Assets or the operation of the Acquired Business accruing as and from the Effective Time on the Closing Date, (f) Indebtedness of Seller including without limitation, any claim for injury to any employee, to the Shareholder as extent that the occurrence alleged to give rise to such liability is subsequent to the Effective Time on the Closing Date; (k) any liabilities of the Seller accruing from or being determined by reference to any period prior to, as at and subsequent to the Effective Time on the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller Date relating to the employment of those of the employees of the Seller who shall have continued their employment with the Purchaser as contemplated under Section 6.1 including, without limitation, any liabilities to said employees (i) for salary, wages, accumulated overtime, severance payment or other separation benefits, bonuses, vacation pay, accumulated vacation time and other compensation and (ii) arising out of the Employee Plans such liabilities accruing from or being determined by reference to any period prior to, as at and subsequent to the Closing Date; (l) any liabilities of the Purchaser for or relating to any Taxes relating to the Acquired Business or the Assets accrued or incurred after the Effective Time on the Closing Date; (m) any obligation or liability under Contract which are reflected in is not assignable to the Interim Financial Statements Purchaser (or which is assignable to the "Assumed Liabilities"Purchaser but only with the consent of a third party and such consent is not obtained) and no other Liabilities of Seller. Without limiting with respect to which the generality Purchaser receives all or substantially all of the foregoing, Purchaser is not assuming benefits of the MCI Liability or Seller thereunder; and (n) any liability of other liabilities incurred by the Seller or the Shareholder, now existing or hereafter arising, for Taxes except with respect to the extent set forth on Schedule 2.3, and Acquired Business expressly assumed by the term "Assumed Liabilities" shall not include any of the samePurchaser under this Agreement.

Assumption of Liabilities. Upon and subject Subject to the termsterms and conditions of this Agreement, conditionson the Closing Date, representations Buyer shall assume and warranties contained herein, Purchaser is assuming and agreeing agree to pay, perform and discharge when due only the following liabilities and obligations of the Seller and no others: (a) all trade liabilities and obligations of the Seller in respect of the accounts payable and accrued expenses of the Seller that arose incurred by the Seller in the ordinary course of business of Seller and are to the extent set forth in the Interim Financial Statementsbalance sheet of the Seller for the l2-month period ended September 30, (b1998, a copy of which is attached to Schedule 1.3(a) all trade hereto, and accounts payable payable, accrued expenses, and accrued expenses of Seller that have arisen or arise after payroll and all payroll taxes and withholdings related thereto from the date of the Interim Financial Statements last regular payroll period prior to the Closing Date, incurred by the Seller for goods and services provided to the Seller in the ordinary course of business since the date thereof, in each case exclusive of Sellerany such accounts payable or accrued expenses in respect of personal expenses of the Members. As of the closing date, the accounts payable and accrued expenses (cexclusive of account payable and accrued expenses relating to GTE) all will not be more than $15,000.00 greater than the accounts payable and accrued expenses (exclusive of accounts payable and accrued expenses relating to GTE) as of the September 30, 1998 Financial Statements (and accrued payroll shall not be included in the above calculations). (b) liabilities and obligations of the Seller under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition respect of Assigned Contracts either (i) to furnish goods and services to another Person on and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 lease payments beginning with those accruing as of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), Date and (h) those Liabilities of Seller relating to periods thereafter under the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent leases set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any 1.3(b) hereto; (c) obligations of the sameSeller for performance after the Closing under the agreements set forth on Schedule 1.3(e) hereto.

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) At the Closing, Buyer, or the Affiliate of Buyer that purchases the Assets pursuant to Section 2.1(a), as the case may be, will assume the Assumed Liabilities. Except for the Assumed Liabilities, Buyer (or such Affiliate) will not assume or have any responsibility for any liabilities or other obligations of any kind or description of Seller, whether connected with the Business, the Assets or otherwise. (i) Except as provided in Section 2.4(b)(ii), as of the Closing, Buyer will offer to employ all trade accounts payable and accrued expenses of the employees of the Seller (including for this purpose all employees of Seller that arose hired in the ordinary course Ordinary Course of business Business in connection with the Business after the date of this Agreement and before the Closing) other than the employees that are listed on SCHEDULE 2.4(b) as of the Closing Date; provided that Buyer will not be prevented from terminating the employment of any such employee after the Closing in accordance with Buyer's practices and procedures. A preliminary list of the employees to be employed by Buyer under this Section 2.4(b)(i) as of the Closing is set forth on SCHEDULE 3.18, which list will be finalized within ten days following the date of this Agreement and contain a listing of employees reasonably necessary for the operation of the Business. SCHEDULE 2.4(b) sets forth a preliminary list of employees to be employed by Seller after the Closing, which list will be finalized within ten days following the date of this Agreement. Buyer will not assume, and are will have no Liability with respect to, any Plan maintained or contributed to by Seller, and will not assume, and will have no liability for, any Liability arising out of or accruing during the period prior to the Closing, except as expressly set forth in the Interim Financial Statementsnext sentence or Section 2.4(b)(iii). After the Closing, Buyer will comply with the requirements, if any, under the WARN Act with respect to the employees who accept employment offers from Buyer under this Section 2.4(b)(i) and are subsequently terminated by Buyer. Buyer will assume all costs of employee compensation and other Liabilities relating to such employees attributable to the period after the Closing. Seller will remain responsible for all Legal Requirements relating to group health plan continuation coverage to which any employee or former employee (bor dependent of either) all trade accounts payable and accrued expenses of Seller that have arisen or arise after the date is entitled because of a qualifying event (as defined in Section 4980(f)(3) of the Interim Financial Statements in the ordinary course of business of Seller, (cCode) 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 or (ii) to pay for goods and services that another Person will furnish to it after occurring through the Closing Date, (d) all Indebtedness of and any benefit or excise tax liability or penalty or other costs arising from any failure by Seller to The Chase Manhattan Bankprovide such group health plan continuation coverage. (ii) By written notification to Seller at least ten days prior to the Closing, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date of the Interim Financial Statements, (e) all obligations to and on behalf of former employees Buyer may identify those executive officers of Seller who become employees Buyer will not offer to employ as of Purchaser the Closing, and Buyer will have no responsibility for, and bear no Liability for, those identified executive officers under Section 2.4(b)(i). Buyer agrees that arise for a period of six months following the Closing, neither Buyer nor any of its Affiliates will employ any of such identified executive officers, whether as an employee, consultant, independent contractor, advisor or in any other capacity. The Parties agree that the restriction set forth in the ordinary course preceding sentence is a material element of business this Agreement and will be specifically enforceable by Seller against Buyer, and upon a breach by Buyer of such restriction, Buyer agrees that Seller could not be adequately compensated at law. (iii) Buyer will assume the obligation to pay bonuses and vacation pay accrued on the books and after the Closing Date, (f) Indebtedness records of Seller as of the Closing, in an amount not to exceed One Million Seven Hundred Thousand Dollars ($1,700,000), with respect to the Shareholder employees who Buyer is required to offer to employ as of the Closing in a principal amount not accordance with Section 2.4(b)(i). Within ten days after the Closing, Seller will pay to Buyer in excess cash Five Hundred Thousand Dollars ($500,000) in respect of $189,609, (g) the obligations contemplated obligation assumed by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected Buyer for vacation pay described in the Interim Financial Statements (immediately preceding sentence. In the "Assumed Liabilities") event that Buyer actually pays any bonuses to any such employee and no other Liabilities of Seller. Without limiting such bonuses relate to any period preceding the generality of the foregoingClosing Date, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, will reimburse Buyer for Taxes except all amounts actually paid with respect to such bonuses to the extent set forth on Schedule 2.3, and that such amounts relate to any period preceding the term "Assumed Liabilities" shall Closing Date; provided that the aggregate amount to be reimbursed by Seller to Buyer under this sentence will not include any exceed One Million Two Hundred Thousand Dollars ($1,200,000). All bonus reimbursements required by Seller under this Section 2.4(b)(iii) will be paid to Buyer within ten days of the samereceipt by Seller from Buyer of evidence reasonably satisfactory to Seller of the payment by Buyer of reimbursable bonuses.

Assumption of Liabilities. Upon and subject Subject to the terms, conditions, representations and warranties contained herein, Purchaser 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 conditions set forth in below, at the Interim Financial Statements, (b) all trade accounts payable Closing the Buyer will assume and accrued expenses of Seller that have arisen or arise after become responsible for the date following liabilities and obligations 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date from operation 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other others: (a) Liabilities of Seller. Without limiting the generality and obligations of the foregoingSeller for unpaid accrued vacation benefits recorded in the books and records of the Seller as of the Closing Date plus current year vacation benefits effective March 1, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder2001, now existing or hereafter arising, for Taxes except to the extent accrued in accordance with the Seller's personnel policies, regardless of whether recorded on the books and records of the Seller as of the Closing Date, in each case for employees of Seller hired by Buyer. Schedule 1.3(a) is a complete schedule of employees at signing of this Agreement. Buyer shall deliver to Seller, no later than 20 business days after the delivery of such schedule, a schedule of names of employees of Seller to be hired by Buyer. After receipt by Seller of the schedule of names of employees of Seller to be hired by Buyer, Seller shall provide to Buyer, no later than five (5) business days prior to the expected Closing Date, the value of the accrued vacation benefits determined in accordance with Section 2.8 as of the Closing Date for such employees; (b) Liabilities and obligations of the Seller from and after the Closing Date under the contracts and agreements listed on Schedule 1.3(b) which are other than warranty arrangements (but not any liability or obligation resulting from any breach or violation thereof on or prior to the Closing); (c) Liabilities and obligations for payment of the remaining amounts due under the capitalized leases set forth on the Closing Statement and listed on Schedule 2.3, 1.3(c); and (d) Liabilities and the term "Assumed Liabilities" shall not include any obligations of the sameSeller for "customer pool balances." For the purpose of this Section 1.3(d) "customer pool balances" means precious metal inventories that are owned by customers of Seller at or prior to the time of Closing, held by the Seller or a third party and listed on Schedule 1.3(d).

Assumption of Liabilities. Upon At the Closing, the Buyer shall assume only the following liabilities of the Sellers (the "Assumed Liabilities"): (i) liabilities reflected on the September Balance Sheets, except for any such liabilities discharged since the date of the September Balance Sheets (the "Balance Sheet Date") and subject except for liabilities excluded from the Draft Closing Balance Sheet pursuant to Section 2.5(a), (ii) liabilities incurred by the Sellers in the Ordinary Course of Business since the Balance Sheet Date, (iii) liabilities under bona fide warranty obligations of the Sellers outstanding as of the Closing Date, and (iv) liabilities and obligations under any 11PAGE Contract assigned to the termsBuyer pursuant hereto, conditionsexcept for any such liabilities or obligations resulting from the actual or alleged breach by any of the Sellers of any such Contracts. In furtherance of, representations and warranties contained hereinbut without limiting, Purchaser is assuming and agreeing the foregoing, except to paythe extent reflected on the September Balance Sheets, perform and discharge when due only the Assumed Liabilities will not include any liabilities or obligations of the Sellers (a) all trade accounts payable for any Environmental Health and accrued expenses Safety Liabilities resulting from the ownership, operation or condition of Seller that arose in the ordinary course of business of Seller and are set forth in Facilities, or for any liabilities or obligations resulting from any Hazardous Activity conducted on or prior to the Interim Financial StatementsClosing Date, (b) all trade accounts payable and accrued expenses of Seller that have arisen or arise after for any Taxes resulting from the date conduct of the Interim Financial Statements in the ordinary course of business of Sellerthe Sellers prior to the Closing Date, (c) all obligations to any retired or other former employees of Seller under any of the agreements, contracts, leases, licenses, and other arrangements referred Sellers for salaries or benefits accrued prior to in the definition of Assigned Contracts either (i) to furnish goods and services to another Person on and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected under any agreements with any employees providing for severance payments in the Interim Financial Statements or arising in the ordinary course of business of Seller event such employees are terminated by Buyer after the date of the Interim Financial StatementsClosing, (e) all obligations under any employee benefit plan maintained by any of the Sellers, including, without limitation, the defined benefit plan maintained by MSC-UK or (f) payables relating to the dust monitor business. The Sellers and on behalf the Buyer anticipate that the United Kingdom Transfer of former employees Undertakings (Protection of Seller who become employees Employment) Regulations 1981 (the "Transfer Regulations") will apply to the sale and purchase under this Agreement in respect of Purchaser the UK Employees. The Sellers and the Buyer acknowledge and agree that arise in under the ordinary course Transfer Regulations the contracts of business on employment between MSC-UK and the UK Employees will have effect after the Closing DateDate 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), (fd) Indebtedness and (e) of Seller the preceding sentence or any other liabilities not specifically assumed by the Buyer under this Section 2.4, in relation to the Shareholder as UK Employees or any other past or present employees of the Closing in a principal amount not in excess MSC-UK or any predecessor of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of SellerMSC-UK. Without limiting the generality of Notwithstanding the foregoing, Purchaser the Buyer acknowledges and agrees that it will be responsible for any severance payments imposed by statute incurred when any UK Employee is not assuming terminated by Buyer after the MCI Liability Closing. Any liabilities or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any obligations of the sameSellers that are not Assumed Liabilities are referred to herein as "Excluded Liabilities."

Assumption of Liabilities. Upon and subject Subject to the termsconditions specified in this Agreement, conditionson the Closing Date, representations Purchasers shall assume and warranties contained herein, Purchaser is assuming and agreeing agree to pay, defend, discharge and perform as and discharge when due only the following liabilities and obligations of Seller (the "Assumed Liabilities"): (a) all trade accounts payable Seller's obligations and liabilities with respect to the (i) Equitable Life Assurance Society of the United States pursuant to Amended and Restated Loan Fund Promissory Note and Security Agreement in an amount not to exceed $2,520,000 (the "Equitable Agreement") and (ii) Paul Xxxxxx Xxxporation pursuant to that certain letter from Paul Xxxxxx Xxxporation dated December 21, 1995, to Mike Xxxxx, xx an amount not to exceed $993,000 (the "Revere Agreement"), in each case, accrued expenses as of Seller that arose the Closing Date, but not including any obligations or liability for any breach occurring with respect thereto prior to the Closing Date; (b) Seller's obligations and liabilities under the contracts listed on the Contracts Schedule (Schedule 3.10(a)) and on the Customer Contract Schedule (Schedule 3.10(d)) for any activity following the Closing Date, but not including any obligation or liability accruing with respect thereto on or prior to the Closing Date; (c) obligations of continued performance under executory vendor purchase orders for the purchase of supplies, equipment or services entered into in the ordinary course of business of Seller and are (i) specifically set forth in the Interim Financial Statements"Vendor Order Schedule" (Schedule 1.3(c)), or (bii) all trade accounts payable as to which the supplies, equipment or services subject thereto have not been received by the Seller prior to the Closing Date (collectively, the "Vendor Orders"), but not including any obligation or liability for any breach occurring with respect thereto prior to the Closing Date; (d) accrued payroll, vacation and accrued expenses other benefits of Seller that have arisen or arise after the date employees of the Interim Financial Statements Seller generated in the ordinary course of business of Sellerto the extent specifically set forth on "Employee Accrued Liability Schedule" (Schedule 1.3(d)), (c) all obligations of Seller under the agreementsbut not including any obligation or liability for any breach occurring, contractsor payment due, leaseswith respect thereto, licenses, and other arrangements referred prior to in the definition of Assigned Contracts either (i) to furnish goods and services to another Person on and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date; (e) obligations of continued performance under the Assumed Benefit Plans (as defined in Section 11.12(b)), to the extent expressly set forth in Section 11.12(b); and (df) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising other liabilities incurred in the ordinary course of business of Seller after and to the date of extent specifically set forth on the Interim Financial Statements"Other Assumed Liabilities Schedule" (Schedule 1.3(f)), (e) all obligations but not including any obligation or liability for any breach occurring, or payment due, with respect thereto, prior 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same.

Assumption of Liabilities. Upon (a) Subject to and subject to upon the termsterms and conditions of this Agreement, conditions, representations and warranties contained hereineffective as of the Closing Date, Purchaser is assuming agrees to assume from Seller and agreeing to pay, perform and discharge when due according to their terms 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those following Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities"): (i) and no other Liabilities of Seller. Without limiting arising under the generality Assumed Contracts, including any Liabilities arising from the failure of the foregoing, Purchaser is not assuming the MCI Liability Current Version or any liability future version of Seller or the Shareholdera Product to be Year 2000 Compliant, now existing or hereafter arising, for Taxes except but excluding (A) Liabilities arising under any Assumed Contract to the extent set forth on that such Liabilities arise out of any obligations that are not specified in writing in such Assumed Contract or disclosed in a Schedule 2.3attached to this Agreement, and (B) any Liabilities arising from the term failure of any versions of a Product other than a Current Version or future version to be Year 2000 Compliant except and only to the extent that such failure is the direct result of modifications made to such Product by Purchaser or Persons expressly authorized by Purchaser after the Closing Date; (ii) Liabilities with respect to the Deferred Revenue; (iii) Liabilities with respect to the New Purchaser Employees arising after the Closing Date, regardless of the applicable Employee Termination Date for each such person, except as otherwise provided for hereunder or under the Transition Services and Facilities Agreements ("Assumed Continuing Employment Liabilities" "); and (iv) Liabilities with respect to the use of the vehicles under the Vehicle Leases after the Closing. (b) Nothing herein shall not include be deemed to deprive Purchaser or any Affiliate of Purchaser of any defenses, set-offs or counterclaims which Seller may have had or which Purchaser or any Affiliate of Purchaser shall have with respect to any of the sameAssumed Liabilities (the "Defenses and Claims"). Effective as of the Closing, Seller agrees to assign, transfer and convey to Purchaser all Defenses and Claims and agrees to cooperate with Purchaser (at Purchaser's expense) to maintain, secure, perfect and enforce such Defenses and Claims, including the execution of any documents, the giving of any testimony or the taking of any such other action as is reasonably requested by Purchaser in connection with such Defenses and Claims. (c) Except as expressly set forth in Section 2.4(a) above, Purchaser shall not assume or become liable or obligated in any way, and Seller shall retain and remain solely liable for and obligated to pay, perform and discharge all debts, expenses, accounts payable, contracts, agreements, commitments, obligations, claims, suits and other liabilities of any nature whatsoever, whether or not related to the Business or the Assets, whether known or unknown, accrued or not accrued, fixed or contingent, current or arising hereafter, including, without limitation, any of the following (collectively referred to herein as "Excluded Liabilities"): (i) Any Liability of the Seller for unpaid Taxes (with respect to the Business, the Assets, the Employees or otherwise), or any Liability of the Seller for Taxes arising in connection with the consummation of the Acquisition (including any income taxes and transfer taxes); and (ii) Any Liability related to or arising from failure of any version of a Product, other than the Current Version or any future version of such Product, to be Year 2000 Compliant except and only to the extent that such failure is the direct result of modifications made by Purchaser or Persons expressly authorized by Purchaser after the Closing Date, and any Liability related to or arising from failure of any Licensed Intellectual Property licensed to end users under any Assumed Contracts to be Year 2000 Compliant; provided, however, that Purchaser shall use reasonable commercial efforts to assist Seller in mitigating any such Liability, including but not limited to (A) by December 31, 1998, delivering Year 2000 Compliant versions of Products to all of Purchaser's customers currently on maintenance with respect to any non-Year 2000 Compliant versions of Products in replacement thereof, together with a notice to each such customer that as of June 30, 1999, Purchaser will stop providing support for such non-Year 2000 Compliant versions of the Products other than telephone support, and (B) at Seller's request, delivering Year 2000 Compliant versions of Licensed Intellectual Property (which have been provided by Seller to Purchaser free of any royalty obligation to Seller) to any of Purchaser's customers currently on maintenance with respect to any non-Year 2000 Compliant version of such Licensed Intellectual Property in replacement thereof; provided, further, that if Purchaser fails to take the actions described in subclause (A) above, then Purchaser shall cease providing maintenance for any non-Year 2000 Compliant versions of Products sixty (60) days after the receipt of written request by Seller. For the avoidance of doubt, any services Purchaser provides to customers in connection with its obligations as set forth in subclause (A) and (B) above, other than services provided pursuant to maintenance, shall be charged at Purchaser's then standard rates for such services.

Assumption of Liabilities. Upon and subject Subject to the termsexceptions and exclusions of this Section 2.3, conditionsthe Buyer agrees that on the Effective Date, representations it will assume and warranties contained herein, Purchaser is assuming and agreeing agree to pay, perform and discharge when due only pay the following, but without duplication: (a) all trade accounts payable and accrued expenses of Seller that arose in the ordinary course of business of Seller and are those liabilities set forth in the Interim Financial Statements, on Schedule 2.3; (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, Jobs-in-Progress; (c) all Current Liabilities other than "Deferred Revenue" as specified on the Final Effective Date Balance Sheet; and (d) all obligations of Seller under the agreementsContracts (collectively, 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no ). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other Liabilities of Seller. Without limiting the generality debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the foregoingBusiness, Purchaser is not assuming the MCI Liability or any liability of Seller Division or the Shareholder, now existing or hereafter arising, for Taxes except Seller incurred prior to the extent Effective Date (or with respect to the Seller other than the Business or the Division, on and after the Effective Date), including but not limited to: (i) any tax imposed on the Seller because of the operations of any of its business, including without limitation, the Division (other than the taxes expressly being assumed by Buyer as set forth on Schedule 2.3), and the term "Assumed Liabilities" shall not include (ii) any of the same.liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement; (iii) any obligations of the Seller under employee benefits agreements, including but not limited to, the Plans; (iv) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.3; (v) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement; (vi) liabilities arising from sales of products or services by the Division or otherwise on or before the Effective Date, including without limitation the Pre-Closing Warranties; (vii) liabilities, costs, and expenses associated with any claim, proceeding or litigation, whether known or unknown, including those described in Schedule 3.11; (

Assumption of Liabilities. Upon 2.4.1 Effective as of the TURNOVER POINT, MACDERMID shall assume and subject agree to pay, perform, discharge and satisfy each and all of the following liabilities set forth below in paragraphs (A) through (F) of this Section (collectively the "ASSUMED LIABILITIES") whether the ASSUMED LIABILITIES arise prior to, on or after the TURNOVER POINT but only the ASSUMED LIABILITIES and not any EXCLUDED ITEMS or any other liabilities or obligations. Such assumption by MACDERMID of the ASSUMED LIABILITIES shall be in addition to the termsPURCHASE PRICE paid by MACDERMID. (A) All liabilities and obligations as described in Schedule 2.4 (including those under executory CONTRACTS and standard monthly accrued accounts payable, conditionssuch as utilities and invoices not yet received) incurred in the ORDINARY COURSE of the E&PD BUSINESS. (B) All contracts, representations agreements, arrangements, understandings and warranties contained hereincommitments to be performed after the TURNOVER POINT under the PURCHASED ASSETS. (C) All employee related liabilities and obligations assumed by MACDERMID pursuant to the HUMAN RESOURCES ANNEX. (D) All liabilities and obligations assumed by MACDERMID pursuant to any provision of the DEFINITIVE AGREEMENTS. (E) All claims, Purchaser obligations, responsibilities and liabilities relating to, arising from or incurred in connection with MACDERMID's ownership, possession or operation of the E&PD BUSINESS ITEMS after the CLOSING, including any closure or shutdown, partial or otherwise, by MACDERMID of all or any part of the E&PD BUSINESS or the PURCHASED ASSETS. 2.4.2 Except for the ASSUMED LIABILITIES, as of the CLOSING, MACDERMID is not assuming and or agreeing to pay, perform perform, discharge or satisfy, and discharge when shall have no responsibility or obligation whatsoever for, any liabilities or obligations, whether known or unknown, asserted or unasserted, accrued, absolute, contingent or otherwise, whether due only (a) all trade accounts payable and accrued expenses or to become due, of Seller that arose HERCULES or any of its AFFILIATES, or relating to, arising from or incurred in connection with the ordinary course of business of Seller and are set forth in E&PD BUSINESS or the Interim Financial StatementsPURCHASED ASSETS, (b) all trade accounts payable and accrued expenses of Seller that have arisen whether arising prior to, on 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the sameTURNOVER POINT.

Assumption of Liabilities. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, and shall timely fulfill, perform, pay and discharge in accordance with their respective terms, conditionsthe following Liabilities (collectively, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only the “Assumed Liabilities”): (a) all trade accounts payable and accrued expenses Liabilities arising, or obligations of Seller that arose to be performed, under the Assumed Contracts for periods after the Closing, but, for the avoidance of doubt, excluding any Liability in connection with any actual or alleged breach, default or other failure to perform by Seller under any Assumed Contract, occurring or alleged to have occurred prior to the ordinary course of business of Seller and are set forth in the Interim Financial Statements, Closing; (b) all trade accounts payable and accrued expenses Liabilities arising out of Seller that have arisen or arise relating to Purchaser’s ownership, use or operation of the Purchased Assets after the date Closing, including Liabilities and Claims arising under Environmental Law, but, for the avoidance of doubt, excluding any Liability in connection with any violation of Environmental Law that existed or occurred prior to the Interim Financial Statements in the ordinary course of business of Seller, Closing; (c) all obligations of Seller under Taxes imposed on or with respect to the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Assigned Contracts either Purchased Assets for any taxable period (ior portion thereof) to furnish goods and services to another Person on and beginning after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, as determined in Section 9.1(c); (d) all Indebtedness Liabilities arising out of Seller Purchaser’s employment of any Transferred Employee, to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller extent that such Liabilities arise after the date of the Interim Financial Statements, Transferred Employee’s commencing employment with Purchaser Employer; (e) all obligations Liabilities relating to and on behalf of former employees of Seller who become employees of amounts required to be paid by Purchaser that arise in the ordinary course of business on and after the Closing Date, hereunder; (f) Indebtedness of Seller all Liabilities for plug and abandonment obligations relating to the Shareholder as SWDs, but, for the avoidance of doubt, excluding any Liability in connection with any violation of Environmental Law that existed or occurred prior to the Closing in a principal amount not in excess of $189,609, Closing; (g) the obligations contemplated by Section 7.5(c), and (h) those all Liabilities of Seller relating with respect to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent Purchased Assets set forth on Schedule 2.3, regardless of whether such Liabilities arose prior to, at or after the Closing, including obligations and liabilities relating in any manner to the term "Assumed Liabilities" shall not include any condition, use, ownership, or operation of such Purchased Assets; and (h) all other Liabilities with respect to the sameBusiness or the Purchased Assets arising on or after the Closing Date.

Assumption of Liabilities. Upon the terms and subject to the terms, conditions, representations and warranties contained conditions set forth herein, Purchaser is assuming at the Closing, Buyer shall assume from Seller and agreeing shall agree to pay, perform perform, and discharge when due the following Liabilities of Seller (but only to the extent the existence of such Liabilities or the particular facts and circumstances that give rise to such Liabilities do not or would not constitute a breach of any of Seller’s representations and warranties hereunder or otherwise give rise to a claim for indemnification by Buyer hereunder) (the “Assumed Liabilities”): (a) all trade accounts payable and accrued expenses Liabilities of Seller under the Premium Financing Agreements and Marketing Agreements (including the obligation to fund any unfunded Premium Financing Agreement, accounts receivable, loans receivable, outstanding solicitations and pending applications), but only to the extent that arose such Liabilities thereunder are required to be performed after the Closing Date, were incurred in the ordinary course of business and do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller (of Seller and are set forth in the Interim Financial StatementsContract, Law or otherwise) on or prior to Closing; (b) all trade accounts payable and accrued expenses Liabilities of Seller under the Real Property Leases, the Personal Property Leases and the Purchased Contracts, but only to the extent that have arisen or arise such Liabilities thereunder are required to be performed after the date of the Interim Financial Statements Closing Date, were incurred in the ordinary course of business and do not relate to any failure to perform, improper performance, warranty or other breach default or violation by Seller (of SellerContract, Law or otherwise) on or prior to the Closing; (c) all obligations Liabilities of the Seller under for accounts payable of the agreements, contracts, leases, licenses, Business to third parties that remain unpaid and other arrangements referred to in the definition that are not delinquent as of Assigned Contracts either (i) to furnish goods and services to another Person on and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, which shall be mutually agreed on by the parties in writing prior to Closing and only to the extent such Liabilities are included in the calculation of Net Asset Value; (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date Liabilities of the Interim Financial Statements, (e) all obligations to Seller for accrued expenses of the Business that remain unpaid and on behalf that are not delinquent as 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same.be mutually agreed

Assumption of Liabilities. Upon At the Closing hereunder Purchaser shall assume and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing agree to pay, perform discharge or perform, as appropriate, the following liabilities and discharge when due only obligations of Seller: (a) all identified trade accounts payable and accrued expenses of Seller that arose in the ordinary course of business of Seller and are payables (as set forth on Exhibit B) in an aggregate amount not to exceed $75,000 (the Interim Financial Statements"Assumed Trade Payables") and as reflected on the September 30, 2000 Balance Sheet (as defined in Section 3.4), and all liabilities and obligations that first arise on or after the Closing Date in respect of the XET Division Business which remain unpaid and undischarged on the Closing Date; and (b) all trade accounts payable liabilities 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 in respect of all contracts of Seller which relate to the agreementsXET Division Business including all leases for real property and equipment identified on Exhibit C attached hereto, contracts, leases, licensesincluding Seller's obligations as guarantor thereunder, and all obligations to provide normal customer service and warranty obligations to existing accounts for products shipped prior to the Closing Date, except that Seller agrees to reimburse Purchaser for all actual costs incurred by Purchaser in providing normal customer service and warranty obligations to existing accounts for products shipped prior to the Closing Date. In no event, however, shall Purchaser assume or incur any liability or obligation under this Section 1.6 or otherwise in respect of any of the following: (o) any contingent liabilities that are alleged or claimed by any third party to have arisen from defects in products, or any component thereof, manufactured by Seller prior to the Closing Date. (p) any liability whatsoever to Xxxxx Fargo Business Credit, Inc. in relation to debts of Seller or liens against Seller's Assets; (q) any federal, state or local income or other arrangements referred to in the definition of Assigned Contracts either tax (i) payable with respect to furnish goods and services the XET Division Business, assets, properties or operations of Seller or any affiliated entity for any period prior to another Person on and after the Closing Date Date, or (ii) incident to or arising as a consequence of the negotiation or consummation by Seller, of this Agreement and the transactions contemplated hereby; (r) any liability or obligation under or in connection with the Excluded Assets; (s) any accrued payables (except as provided in Section 1.6(a) above); (t) any affiliate company inter-company payables; (u) any trade payables other than the Assumed Trade Payables; (v) any accrued expenses; (w) any accrued employee benefits, including vacation pay; (x) any liabilities of Seller to any of its affiliated companies; (y) except for Purchaser's responsibility to pay for goods its own cost of legal fees incurred to prepare purchase and services that another Person will furnish to it after sale documents, any liability or obligation of Seller arising or incurred in connection with the Closing Datenegotiation, preparation and execution of this Agreement and the transactions contemplated hereby and fees and expenses of counsel, accountants and other experts; or (dz) all Indebtedness any liability or obligation of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements pay a brokerage or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability finder's fee or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the samecommission.

Assumption of Liabilities. Upon and subject Subject to the terms, conditions, representations terms and warranties contained conditions set forth herein, Purchaser is assuming and agreeing to at the Closing, the Buyer shall assume, pay, perform honor and discharge when due only the following liabilities of Seller arising out of the Assets and existing at or arising on or after the Closing Date (collectively, the “Assumed Liabilities”): (a) all trade accounts payable liabilities 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 obligations 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. the extent reflected on the balance sheet included in the Interim Financial Statements and all liabilities and obligations of the Seller incurred or arising accrued for since the Balance Sheet Date in the ordinary course Ordinary Course of business of Seller after Business, but only to the date extent that such liabilities and obligations constitute trade payables of the Interim Financial StatementsBusiness; (b) subject to Section 2.5, (e) any and all liabilities, obligations and commitments under the Assumed Contracts; provided, however, that the Buyer shall not assume or be responsible for any such liabilities, obligations or commitments to and on behalf of former employees of Seller who become employees of Purchaser be performed prior to the Closing Date or that arise in the ordinary course from breaches by Seller of business on and after such Assumed Contracts or defaults by Seller occurring prior to the Closing Date, (f) Indebtedness of Seller to the Shareholder or as a result of the Closing under such Assumed Contracts, all of which liabilities, obligations and commitments constitute Excluded Liabilities; (c) if the Consent Decree is executed prior to the Closing in a principal amount not in excess of $189,609substantially the same form (including with respect to the nationwide facility audit provisions) as attached hereto as Exhibit A, (g) the obligations contemplated by Section 7.5(c)obligation to perform, and (h) any penalties attributable to the Buyer’s failure to meet compliance deadlines for, those Liabilities of Seller obligations relating to the Business which are reflected in Facilities under the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoingConsent Decree, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except but only to the extent set forth in Appendix B to the Consent Decree; provided that the costs of compliance with such obligations shall be allocated as set forth in Section 4.5. (d) if the Consent Decree is not executed prior to the Closing, Buyer shall assume the obligation to join the negotiations of and to execute the Consent Decree in a form reasonably acceptable to the Buyer as the owner of the Facilities; provided that the cost of compliance with the executed Consent Decree shall be allocated as set forth in Section 4.5; (e) all liabilities and obligations occurring on or after the Closing Date first arising out of the Buyer’s ownership of the Assets and its conduct of the Business; and (f) the liabilities specifically set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same1.3(f).

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) all trade accounts payable and accrued expenses of Seller agrees 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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, subject to Section 1.5 and the other terms and conditions of this Agreement and as consideration for the aforesaid transfer, conveyance and delivery: (fa) Indebtedness of Seller to the Shareholder as of the Closing in a principal amount not in excess of $189,609, (g) the it will assume and discharge and pay all liabilities and obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business deposits (as defined in 12 U.S.C. Section 1813(l)) which are reflected in booked to the Interim Financial Statements Branches, and the related deposit accounts located at the Branches, including any related sweep accounts, whether represented by collected or uncollected funds, including, without limitation, all savings, checking and certificate accounts together with accrued interest, attributed on the records of Seller to the Branches as of the Closing Date (the "Assumed “Deposits” or “Deposit Liabilities") ”), the exact balances and no other Liabilities of Seller. Without limiting accrued interest on which shall be certified by the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability Controller of Seller or his/her designee as of the ShareholderClosing Date; (b) it will assume and thereafter fully and timely perform and discharge, now existing in accordance with their terms, all of the liabilities and obligations of Seller under the Loans arising on and after the Closing Date; (c) it will assume and thereafter fully and timely perform and discharge, in accordance with their terms, all of the liabilities and obligations of Seller under the Leases arising on and after the Closing Date; (d) it will assume and thereafter fully and timely perform and discharge, in accordance with their terms all safe deposit contracts and leases for the safe deposit boxes located at the Branches as of the Closing Date; (e) it will assume and thereafter fully and timely perform and discharge, in accordance with their terms, all of the liabilities and obligations of Seller respecting the Real Property, arising on or hereafter arisingafter the Closing Date; and (f) it will continue the operation of the Branches. No assurance can be given by Seller that the present customers of the Branches will become or continue to be customers of Purchaser, for Taxes except to the extent set forth on Schedule 2.3, same being at the sole discretion of such customers. During the period between execution of this Agreement and the term "Assumed Liabilities" Closing Date, Seller shall not include any continue to conduct the business of the sameBranches, including without limitation, the pricing and rates of the Deposits and the production and administration of the Loans, substantially in the manner as heretofore conducted, as contemplated by Article 5 hereof.

Assumption of Liabilities. Upon the terms and subject to the termsconditions of this Agreement, conditionsBuyer agrees, representations effective at the time of Closing, to assume all debts, obligations, contracts and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) all trade accounts payable and accrued expenses liabilities 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 arising prior to in the definition of Assigned Contracts either (i) to furnish goods and services to another Person on and after the Closing Date or (ii) relating to pay for goods and services that another Person will furnish acts or omissions to it after act occurring prior to the Closing Dateand all debts, (d) all Indebtedness of Seller to The Chase Manhattan Bankobligations, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date of the Interim Financial Statements, (e) all obligations to contracts 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller liabilities relating to the Business which are reflected in Purchased Assets and the Interim Financial Statements Business, of any kind, character or description whether known or unknown, accrued, absolute, contingent or otherwise, except for the Excluded Liabilities (the "Assumed Liabilities"), including without limitation, the following: (i) all liabilities arising out of or relating to the Business; (ii) all liabilities and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability obligations of Seller arising under the Assumed Contracts; (iii) all warranty claims or expenses of Seller in respect of products sold or services rendered by the Shareholder, now existing Business on or hereafter arising, for Taxes except prior to the Closing Date; (iv) Seller's obligation to provide vacation time and vacation pay to the employees of Seller to the extent such time or pay shall have accrued on or prior to the Closing Date; (v) Seller's obligation to provide any payment to employees of Seller in connection with their assignment to Buyer in connection with the transactions contemplated hereby; (vi) all obligations and liabilities arising from any action, suit, investigation, or proceeding relating to or arising out of the Business or the Purchased Assets, including, without limitation, any obligations or liabilities resulting from the actions, suits, investigations or proceedings set forth on Schedule 2.32.7 to the Merger Agreement; (vii) all liabilities and obligations relating to any products manufactured or sold by the Business on or prior to the Closing Date, including without limitation warranty obligations and product liability claims; (viii) all obligations relating to the Transferred Employees, including, without limitation, any bonus; (ix) all Taxes of Seller incurred on or prior to the Closing Date, whether due before or after the Closing Date, and all Taxes of Seller relating to the term sale of the Purchased Assets to Buyer, including, without limitation, all income taxes of Seller ("Assumed Tax Liabilities" shall not include any "); and (x) all fees and expenses of Seller including, without limitation, fees and expenses of legal counsel, accountants and financial advisors, incurred in connection with the sametransactions contemplated hereby and the Merger Agreement other than those constituting Excluded Liabilities pursuant to Section 2.4(ii).

Assumption of Liabilities. Upon the terms and subject to the termsconditions of this Agreement, conditions, representations at the Closing Buyer agrees to assume the following liabilities and warranties contained herein, Purchaser 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 "Assumed Liabilities"): all current liabilities of Seller set forth on the Year-End Balance Sheet (except to in the definition of Assigned Contracts either (i) extent paid or performed prior to furnish goods and services to another Person on and after the Closing Date or (ii) to pay and except for goods and services that another Person will furnish to it after Taxes based on net income), except for the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected profit sharing expense payable in the Interim Financial Statements or amount of $78,463, and all liabilities and obligations arising in the ordinary course of business of Seller after the date of the Interim Financial StatementsYear-End Balance Sheet including without limitation City of Philadelphia taxes, City of Harrisburg taxes, and sales, employment and other miscellaneous taxes (e) all obligations except 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 extent paid or performed prior to the Closing DateDate and except for Taxes based on net income), including those liabilities and obligations arising under the Contracts other than (fa) Indebtedness 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 notification, Buyer desires to, and effectively does, assume the Contract, or (ii) any party is in default (whether with or without the passage of Seller to time or the Shareholder giving of notice or both) or breach as of the Closing in Date (a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c"Defaulted Contract"), and (hb) those Liabilities liabilities or obligations attributable to any failure by Seller to comply with the terms thereof prior to the Closing Date. 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 that results from the failure of Seller relating to obtain the consent of the landlord or sublandlord of the Harrisburg office sublease to the Business which are reflected in the Interim Financial Statements assignment to Buyer of said Sublease (the "Assumed Harrisburg Office Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI an Assumed Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the samebut is an Excluded Liability.

Assumption of Liabilities. Upon On and subject to the termsterms and conditions of this Agreement, conditionsthe Buyer agrees to assume and become responsible on the Closing Date, representations for the liabilities and warranties contained hereinobligations of the Seller relating to or arising out of the conduct or operation of the Business or the ownership of the Acquired Assets or the Premises on and after, Purchaser is assuming but not before, the Closing Date (except as specifically agreed otherwise in Sections 2.2(d) and agreeing (e) hereof, which relate to paythe period prior to the Closing Date) (collectively, perform and discharge when due only the "ASSUMED LIABILITIES"), including: (a) One-half of all trade accounts liabilities for federal, state, local or foreign transfer, UNITED STATES sales, use, documentary, stamp, recordation and other similar taxes, duties or expenses (but not any income or capital gains taxes payable and accrued expenses by the Seller, if any) arising in connection with the consummation of Seller that arose in the ordinary course of business of Seller and are set forth in transactions contemplated hereby (collectively, the Interim Financial Statements, "Transfer Taxes"). (b) all trade accounts payable All liabilities and accrued expenses of Seller that have arisen or arise after the date obligations of the Interim Financial Statements in the ordinary course of business of Seller, (c) all obligations of Seller under the agreements, contracts, leases, licenses, licenses and other arrangements referred to in the definition of Assigned Contracts either Acquired Assets that are specifically assigned to the Buyer or held in trust for the Buyer's benefit pursuant to Section 5.2(b). (ic) to furnish goods All liabilities and services to another Person on obligations of the Seller under the Collective Bargaining Agreement, the Union Employee Benefit Plans and after the Closing Date or Multiemployer Plans (iiexcept as provided under Section 7.3) to pay for goods and services that another Person will furnish to it after the Closing Date, . (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date All liabilities and obligations 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent reflected on the Final Closing Statement or, if a Final Closing Statement is not required to be delivered pursuant to Section 2.4, all liabilities and obligations of the Seller relating to the Business to the extent reflected on the Closing NWC Statement provided by the Seller to the Buyer and finally accepted thereby under Section 2.4. (e) All liabilities and obligations of the Seller, if any, set out in SCHEDULE 2.2(e), ENTITLED "ASSUMED LIABILITIES." The Buyer will not assume or have any responsibility with respect to (i) any obligation or liability of the Seller relating to or arising out of the conduct or operation of the Business or the ownership of the Acquired Assets before, but not on and after, the Closing Date that is not included within the definition of Assumed Liabilities or (ii) the obligations and liabilities of the Seller set forth on Schedule 2.3, and SCHEDULE 2.2 or (iii) the term Employment Agreements with the four (4) Sparks employees (collectively the "Assumed Liabilities" shall not include any of the sameEXCLUDED LIABILITIES").

Assumption of Liabilities. Upon (a) On the terms and subject to the terms, conditions, representations and warranties contained herein, Purchaser 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 conditions set forth in this Agreement, at the Interim Financial StatementsClosing, Purchasers and the Purchaser Designees shall assume, and thereafter pay and fully satisfy and perform when due in accordance with their respective terms, all liabilities and obligations of the Target Non-Purchased Entities, whether known or unknown, contingent or otherwise and whether arising or relating to any act or omission occurring before, on or after the Closing Date, other than the Excluded Liabilities and the H&T Assumed Liabilities (such liabilities being referred to herein collectively as the "Assumed Liabilities"), including without limitation, the following: (i) all obligations and liabilities of Target or any Target Subsidiary to indemnify and to maintain directors' and officers' liability insurance with respect to the directors, officers, employees, fiduciaries and agents of Urban Shopping Centers, Inc. and Urban Shopping Centers, L.P. to the extent required by Section 6.8 of that certain Agreement and Plan of Merger dated as of September 25, 2000, by and among Target, Hexalon, Head Acquisition, L.P., Head Acquisition, Corp., Urban Shopping Centers, Inc. and Urban Shopping Centers, L.P.; (ii) all obligations and liabilities of Hexalon, Urban Shopping Centers, L.P. and Head Acquisition, L.P. pursuant to the Urban Tax Indemnification Agreement; and (iii) all obligations and liabilities in respect of Assumed Taxes in accordance with Article VI hereof. (b) all trade accounts payable Notwithstanding the foregoing, Purchasers, the Purchaser Designees and accrued expenses the Parent Entities shall not assume or be bound by any of Seller the following liabilities or obligations of Target or any of the Target Non-Purchased Entities (the "Excluded Liabilities"): (i) except as provided in Section 2.3(b)(ii), liabilities that have arisen or arise after the date Closing Date in respect of the Interim Financial Statements in the ordinary course (A) any operations or activities 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 any Target Non-Purchased Entity that occur after the Closing Date or (B) any Retained Assets; (ii) to pay for goods and services liabilities that another Person will furnish to it arise from any act or omission of any agent, officer, managing or supervisory director or employee of Target or any Target Non-Purchased Entity that occurs after the Closing Date, other than liabilities (dother than Excluded Taxes) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date that arise out of the Interim Financial Statementsgood faith actions of any agent, officer, employee or managing or supervisory director of any Target Non-Purchased Entity taken, and reasonably necessary to effect the distribution of the Purchase Price to Target's shareholders in accordance with the terms and conditions of the Protocol; (eiii) all obligations to and on behalf liabilities in respect of former employees Excluded Taxes; and (iv) (A) Sections 4.5(d) and 7.5 of Seller who become employees the Third Amended and Restated Agreement of Purchaser that arise in Limited Partnership of Urban Shopping Centers, L.P. and the ordinary course of business on related undertakings by Hexalon and after the Closing DateTarget, (fB) Indebtedness of Seller to the Shareholder as Section 10.1 of the Closing Amended and Restated General Partnership Agreement of KI-Kravco Associates, by and among Kravco, Inc. and HRE Kravco II, Inc., dated November 12, 1998; and Section 00.0 xx xxx Xxxxx Xxxxxxx xxx Xxxxxxxx Xxxxxxl Partnership Agreement of Kravco Company, by and among Kravco, Inc. and RNA- Kravco III, Inc., dated November 12, 1998 and (C) any other covenants restricting the ability of any Target Non-Purchased Entity from conducting business in a principal amount not in excess of $189,609any manner or location (clauses (A), (gB) the obligations contemplated by Section 7.5(c), and (hC) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (collectively, the "Assumed LiabilitiesNon-Financial Covenants") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same).

Assumption of Liabilities. Upon (a) At the Closing, the parties shall cause the Partnership to assume, and after Closing the Partnership shall pay as and when due (subject to the termsright, conditionsin good faith, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (acontest amounts due) 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 following: (i) the obligations of KBLP under the Existing Indebtedness (other than the KBHA Indebtedness and the PLT Indebtedness) pursuant to furnish goods and services the applicable Existing Indebtedness Documents (with the liability of the Partnership being limited to another Person on and after the Closing Date or same extent, if any, as KBLP's liability is limited thereunder), (ii) the liabilities and obligations of KBLP under the other Contracts (with the liability of the Partnership being limited to pay for goods and services that another Person will furnish to it after the Closing Datesame extent, if any, as KBLP's liability is limited thereunder), (diii) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller environmental liabilities relating to the Business which are reflected ownership, use, management or operation of the Property, (iv) real property, sales, occupancy, use and other taxes and assessments relating to the ownership, use, management or operation of the Property (other than taxes in the Interim Financial Statements nature of income taxes of KBLP or any of its constituent partners), (v) the liabilities set forth on Schedule 2.2(a), (vi) the Asset Management Fee; and (vii) all other liabilities of KBLP relating to the use, management or operation of the Property other than the KBLP Liabilities (collectively, the "Assumed Liabilities"). (b) and no other Liabilities of Seller. Without limiting Except as otherwise herein expressly provided, the generality Partnership shall not by virtue of the foregoingconsummation of the Transactions be deemed to have assumed any KBLP Liabilities. "KBLP Liabilities" means (i) any liabilities or obligations of KBLP that do not relate to the use, Purchaser is not assuming management or operation of the MCI Liability Property, or any liability of Seller (ii) the KBHA Indebtedness or the ShareholderPLT Indebtedness, now existing or hereafter arising(iii) any liabilities or obligations to Affiliates of KBLP (other than the Asset Management Fee), for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include regardless of whether any of the samesame otherwise relate to the Property, and KBLP shall pay the KBLP Liabilities as and when they become due (subject to the right, in good faith, to contest amounts due).

Assumption of Liabilities. (a) Upon the terms and subject to the termsconditions of this Agreement, conditionsPxxxxxxxx agrees, representations effective at the Closing, to assume and warranties contained herein, Purchaser is assuming and agreeing to pay, perform satisfy and discharge when due only the Liabilities of Seller (aother than the Retained Liabilities), specifically set forth below (all of such Liabilities and other than the Retained Liabilities being herein collectively referred to as the “Assumed Liabilities”): (i) all trade accounts payable Liabilities arising from the Exploitation of any Products after the Closing Date, including Liabilities for returns, rebates and accrued expenses chargebacks related to any of Seller that arose the Products shipped after the Closing Date; (ii) all Liabilities for Taxes relating to the Purchased Assets or the Products with respect to a Post-Closing Tax Period, including those allocated in accordance with Section 11.8(b); (iii) all Liabilities for materials and services relating to the Purchased Assets contracted for in the ordinary course of business prior to the Closing pursuant to an Assumed Contract, but scheduled to be delivered or provided thereafter, and all Liabilities to customers under purchase orders for Products that have not yet been shipped at Closing, in each case to the extent not related to any breach of Seller and are set forth in occurring prior to the Interim Financial Statements, Closing; (biv) all trade accounts payable and accrued expenses of Seller that have arisen or arise after the date of the Interim Financial Statements Liabilities under Assumed Contracts (including Liabilities to customers under purchase orders made in the ordinary course of business the sale and marketing of Sellerthe Products consistent with past practice for any Product that has not been shipped prior to the Closing) relating to the period following the Closing Date, other than any Liabilities to the extent arising out of, or resulting from, a breach of any such Assumed Contract by Seller prior to the Closing Date; (cv) all obligations Liabilities arising out of Seller under or relating to any product liability, breach of warranty or similar claim for injury to any Person or property that resulted from the agreements, contracts, leases, licenses, and other arrangements referred to in use or misuse of the definition of Assigned Contracts either (i) to furnish goods and services to another Person Products on and or after the Closing Date or otherwise relates to the Products sold (iiincluding any Proceeding relating to any such Liabilities) to pay for goods and services that another Person will furnish to it on or after the Closing Date, which, in the case of any split lots of Product, shall be determined based on the percentage of any such lot sold on or after the Closing Date; (dvi) all Indebtedness of Seller other Liabilities relating to The Chase Manhattan Bankthe Purchased Assets or the Products, N.A. reflected or Purchaser’s use thereof, solely to the extent that such are not Retained Liabilities, including to any Governmental Authority, and all fees arising from or related to any Product Registrations and Intellectual Property included in the Interim Financial Statements Purchased Assets, but only to the extent not related to or arising in out of any act, omission or event occurring prior to the ordinary course of business of Seller after the date of the Interim Financial Statements, Closing; and (evii) all obligations Liabilities for branded prescription drug fees allocable to and on behalf of former employees of Seller who become employees of Purchaser that arise in the ordinary course of business period on and after the Closing Date, (f) Indebtedness of Seller to the Shareholder as of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same.

Assumption of Liabilities. Upon and subject Subject to the terms, conditions, representations terms and warranties contained conditions set forth herein, Purchaser is assuming at the Closing, Buyer shall assume and agreeing agree to pay, perform honor and discharge when due only the following liabilities and obligations relating to the Assets or the Business: (a) all payment obligations of Seller under the agreements as set forth in Schedule 2.4(a), but only to the extent that such 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 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 performed from and after the Closing Date under or relating to Contracts and Governmental Approvals included in the Assets; (d) to the extent reflected on the Final Closing Statement of Net Assets, 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; (e) to the extent reflected on the Final Closing Statement of Net Assets, all trade and other accounts payable and accrued expenses other liabilities (other than those relating to income taxes) arising out of Seller that arose or in respect of the ordinary course of business of Seller the Business (including intercompany and are set forth in the Interim Financial Statements, (b) all interdivisional trade accounts payable payable) consistent with past practice since December 31, 1997; 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the all liabilities and obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to or arising out of the Business which lawsuits and claims that are reflected in the Interim Financial Statements described on Schedule 3.5 (collectively, the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same).

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser 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 or (ii) to pay for goods and services that another Person will furnish to it after On the Closing Date, Purchaser shall deliver to Seller the Xxxx of Sale, Assignment and Assumption Agreement, in customary form and substance (d) the "Xxxx of Sale, Assignment and Assumption Agreement"), pursuant to which Purchaser shall assume and agree to discharge all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date of the Interim Financial Statementsfollowing obligations with respect to the Business in accordance with their respective terms, but only to the extent that such obligations do not constitute Excluded Liabilities: (i) any and all liabilities, obligations and commitments arising out of the Material Agreements, excluding, however, (eA) any obligation or liability for breach thereof occurring prior to the Closing Date and (B) the Melville Lease; (ii) trade accounts payables reflected on the Closing Balance Sheet; and (iii) all obligations and liabilities accruing, arising out of, or relating to acts or omissions of Purchaser, including the operation of the Business and on behalf use of former employees of Seller who become employees of Purchaser that arise in the ordinary course of business on Assets from and after the Closing Date, . All of the foregoing to be assumed by Purchaser hereunder (fexcepting any Excluded Liabilities) Indebtedness are referred to herein as the "Assumed Liabilities." (b) Notwithstanding any provision of Seller this Agreement to the Shareholder as of the Closing in a principal amount contrary, Purchaser shall not in excess of $189,609assume any liabilities, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities or commitments of Seller relating to or arising out of the operations of the Business which are reflected in or the Interim Financial Statements ownership of the Assets other than the Assumed Liabilities (the "Assumed Excluded Liabilities") and no other Liabilities of Seller). Without limiting the generality of the foregoing, Purchaser is not assuming none of the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term following shall be "Assumed Liabilities" shall for purposes of this Agreement: (i) Any liabilities or obligations relating to the Excluded Assets; (ii) Any and all liabilities and obligations under any recalls mandated by any Governmental Authority on or after the Closing Date with respect to Aircraft Communications Products sold by Seller prior to and including the Closing Date; (iii) Any and all liabilities and obligations arising from or in connection with warranty claims and product liability claims relating to Aircraft Communications Products manufactured and sold by Seller prior to and including the Closing Date; (iv) Any liabilities or obligations relating to any environmental damages, whether or not include disclosed in any schedule to this Agreement or otherwise known to Purchaser, arising out of events occurring prior to and including the Closing Date; (v) Any and all taxes (whether pursuant to existing Laws or Laws subsequently enacted by any Governmental Authority) that arise from: (A) the business and operations of the Business prior to and including the Closing Date; (B) the ownership of the Assets prior to and including the Closing Date; or (C) any taxes of Seller arising from the consummation of the transaction contemplated herein; (vi) Any liability of Seller for the unpaid taxes of any Person under Reg. 1.1502-6 of the Code (or any other similar provision of state, local or foreign Law) as a transferee or successor, by contract, or otherwise; (vii) Any liabilities or obligations of Seller relating to employees of the Business, arising prior to the Closing Date, except where such liability or obligation is the result of Purchaser's gross negiligence or intentional torts committed by the Purchaser or by Purchaser's employees or representatives; (viii) All liabilities or obligations of Seller relating to any claims by employees of the Business, whether pending as of Closing or arising after Closing, due to acts, alleged acts or omissions of Seller occurring prior to Closing under any federal labor or employment Laws or state Laws relating to or arising out of the employment relationship or the termination thereof, including, without limitation, any claims under the National Labor Relations Act, Fair Labor Standards Act, Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, Americans with Disabilities Act, Age Discrimination in Employment Act, and the Civil Rights Act of 1866 and 1970 or relating to any of the samePlans; (ix) Any liabilities or obligations in respect of any actions, suits or proceedings, or possible claims, whether such actions, suits, proceedings or possible claims are currently pending, threatened, contingent or otherwise, in any way relating to the conduct of the business and operations of the Business prior to the Closing Date, including any such matters disclosed on Schedule 2.1.9 and without regard to whether any such actions, suits or proceedings are described on Schedule 2.1.9; (x) Any and all divisional intergroup or intercompany payables and other liabilities of the Business to Seller or any of its Affiliates; (xi) Any liabilities or obligations of Seller for borrowed money or evidenced by bonds, debentures, notes, drafts or similar instruments; and (xii) Any and all costs, expenses, liabilities or obligations incurred by Seller incident to the negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein.

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) The sole liabilities assumed by Buyer hereunder are: (i) the obligations of the Companies to pay the principal and accrued interest on the indebtedness reflected on the Final Closing Balance Sheet, the long-term portion of which shall not exceed $300,000; (ii) the rights and obligations of the Companies to perform (i) the Scheduled Contracts specifically set forth in Schedule 1.2(b)(ix) to the extent the Scheduled Contracts have not been performed at the Closing Date and are not in default and (ii) the Scheduled Leases to the extent the Scheduled Leases remain in effect and are not in default at the Closing Date; (iii) all trade accounts payable payables and accrued expenses of Seller that arose all other liabilities incurred by the Companies in the ordinary course of business the Business accrued as current liabilities on the Final Closing Balance Sheet; and (iv) all liabilities for COBRA and under the WARN Act for termination of Seller the Companies' or the Subsidiary's employees by Buyer on or after the Closing Date. (b) Except as otherwise provided in Section 1.4(a), Buyer does not assume or agree to pay, perform or discharge, and shall not be responsible for, any other liabilities or obligations of any of the Sellers, whether accrued, absolute, contingent or otherwise, including without limitation liabilities or obligations based on, arising out of or in connection with: (i) Defective performance of any Scheduled Contract by any of the Sellers or any express or implied warranty with respect to such performance or any default by any of the Sellers under any Scheduled Lease on or prior to the Closing Date; (ii) Any Taxes which are attributable or relating to the Assets, the Business or the Contemplated Transactions for any periods or portions thereof ending on or before the Closing Date, other than as set forth in Section 5.2 and those Taxes accrued on the Interim Financial StatementsFinal Closing Balance Sheet (collectively, "Tax Obligations"); (biii) all trade accounts payable and accrued expenses Any lease obligations or indebtedness of Seller that have arisen or arise after the date any of the Interim Financial Statements in Sellers; (iv) Any claims by any director, officer, employee or shareholder of any of the ordinary course Sellers relating to the Contemplated Transactions, this Agreement or its performance or consummation, or any claims by any of business them relating to or arising out 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) their employment (including without limitation any modification or termination thereof) by any of the Sellers, (ii) any employment contract or (iii) any pension or other benefit liabilities of any of the Sellers; (v) Any claims or conditions arising under or relating to furnish goods Environmental Laws or other Legal Requirements attributable or relating to the Assets (including, without limitation, the operation thereof) or the Business prior to the Closing; (vi) Any unlicensed or other unauthorized use by any of the Sellers of any patented or unpatented invention, trade secret, copyright, trademark or other intellectual property right; (vii) Any dividend or other distribution declared or otherwise payable by any of the Sellers; (viii) Any note, account payable or other obligation to any Seller or any Affiliate thereof. (ix) Any obligation or liability, including indemnification, relating to the ownership, operation or maintenance of the Assets prior to Closing to the extent such obligation or liability is not accrued as a current liability on the Final Closing Balance Sheet; (x) Any liability or obligation of the Sellers or any of their Affiliates under any note, bond or other instrument secured by the Assets; (xi) Any liability or obligation of the Sellers or any of their Affiliates in respect of any express or implied representation, warranty, agreement or guaranty made (or claimed to have been made) by the Sellers or any of their Affiliates or imposed or asserted to be imposed by operation of law (except obligations or liabilities imposed on Buyer by operation of law after the Closing); (xii) Any statutory liens other than Permitted Liens accrued or existing at the time of Closing on the Closing Date against the Assets; (xiii) Except as set forth on Schedule 2.12(a) and services accrued as a current liability on the Final Closing Balance Sheet, any liability resulting from or relating to another Person the employment relationship between any Seller or its Affiliates and any of their present or former employees or the termination of any such employment relationship with any Seller or any of its Affiliates, including, without limitation, accrued severance pay and other similar benefits, if any, and any claim filed on and after or prior to the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements which may thereafter be filed by or arising in the ordinary course of business of Seller after the date of the Interim Financial Statements, (e) all obligations to and on behalf of any employee or former employees employee 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller or its Affiliates relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities employment or termination of Seller. Without limiting the generality employment of the foregoing, Purchaser is not assuming the MCI Liability or any liability of such employee by any Seller or the Shareholderits Affiliates, now existing including, but not limited to, any claim for wrongful discharge, breach of contract, unfair labor practice, employment discrimination, unemployment compensation or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the sameworkers' compensation.

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained Except as otherwise provided herein, Purchaser 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 ------------------------- BMC shall assume at 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, licensesClosing Date, and other arrangements referred to in the definition of Assigned Contracts either (i) to furnish goods and services to another Person shall perform or discharge on and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of the contracts, leases, commitments, obligations and liabilities of Seller which are listed on Exhibit 4 attached hereto, except to The Chase Manhattan Bankthe extent that such contracts, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date leases, commitments, obligations and liabilities are expressly excluded by virtue of the Interim Financial Statementsoperation of other provisions of this Agreement. SUNSTAR HEALTHCARE, INC. AND SUBSIDIARIES Notwithstanding any contrary provision contained herein, BMC shall not be deemed to have assumed, nor shall BMC assume: (ei) all any liability which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior 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, ; (fii) Indebtedness of Seller any liability for any employee benefits payable to the Shareholder as of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities employees of Seller. Without , including, but not limited to, liabilities arising under any Seller or Business 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-of-trade laws by Seller, Businesses, or their employees, including, without limiting the generality of the foregoing, Purchaser is not assuming any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the MCI Liability 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 Businesses or any liability for the payment of any taxes imposed by law on Seller arising from or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any by reason of the sametransactions contemplated by this Agreement.

Assumption of Liabilities. Upon the terms and subject to the termsconditions of this Agreement and in reliance upon the representations, conditionswarranties and agreements herein set forth, representations Buyer agrees [*****] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. to assume as of the Closing, and warranties contained herein, Purchaser is assuming and agreeing to pay, thereafter perform and discharge when due only the following Liabilities of Seller (collectively, the “Assumed Liabilities”): (a) all trade accounts payable and accrued expenses of Seller that arose Liabilities included in the ordinary course calculation of business of Seller and are set forth in the Interim Financial Statements, Closing Net Assets; (b) all trade accounts payable and accrued expenses of Seller that have arisen or arise Liabilities arising after the date Closing under the Assumed Contracts; provided, however, that Assumed Liabilities shall not include any Liabilities arising out of any breach, default, misconduct, negligence, failure to comply with any applicable Law, or other form of non-compliance by Seller thereunder at or prior to the Interim Financial Statements in the ordinary course of business of Seller, Closing; (c) all obligations Liabilities in respect 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 Hired Employees arising after the Closing Date or (ii) to pay for goods and services under the Assumed Employee Plans; provided, however, that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Assumed Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any Liabilities arising out of any breach, default, misconduct, negligence, failure to comply with any applicable Law, or other form of non-compliance by Seller thereunder at or prior to the Closing; (d) other than Environmental Liabilities, all Liabilities to the extent relating to, arising out of or resulting from: (i) all accounts payable of the sameBusiness arising after the Closing; (ii) a third party claim relating to the operation of the Business (including as conducted by the Buyer), as conducted at any time after the Closing (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent); (iii) a third party claim relating to the operation of the Business as conducted by the Buyer at any time after the Closing; (iv) any Transferred Assets, to the extent arising after the Closing (including, subject to the proviso in Section 2.3(b), any Liability arising after the Closing relating to, arising out of or resulting from Assumed Contracts (to the extent such Liability relates to the Business) and any interests in the Leased Real Property); (v) Proceedings or other claims, irrespective of the legal theory asserted, to the extent arising from or relating to the use, license, development, manufacture, distribution or sale of any of the Transferred Assets, in each case arising after the Closing, including all Liabilities for infringement or alleged infringement of any Intellectual Property right of any third party to the extent related to the conduct of the Business after the Closing; (e) any Liability for (i) 50% of all Transfer Taxes and (ii) all Taxes with respect to the Business and the Transferred Assets attributable to the period after the Closing; and (f) all other Liabilities with respect to the Business, the Transferred Assets or the Hired Employees arising from circumstances first arising or occurring after the Closing.

Assumption of Liabilities. Upon On the Closing Date, Buyer shall assume (and subject to indemnify Seller against) the terms, conditions, representations following liabilities and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only obligations of Seller (collectively the "Assumed Liabilities"): (a) all trade accounts payable and accrued expenses Liabilities of the Seller relating to its business in the Education Market which are shown on the most recent balance sheet of Seller that arose in and/or are otherwise known to the ordinary course Management Group, excepting the following which Seller shall retain (the "Retained Liabilities"): (i) indebtedness and obligations evidenced by certain debentures issued by Seller having a face principal amount of business approximately $1.2 million; (ii) any and all obligations and commitments of Seller to its shareholders or directors who are not members of the Management Group or Transferred Employees; and are set forth in the Interim Financial Statements, (iii) any other Liabilities of Seller of any kind. (b) all trade accounts payable Obligations to the existing installed base of Education Market customers for software support 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 maintenance arising before and after the Closing Date or Date; (c) Royalties owed to third party licensors on account of (i) Seller's sublicensing of Third Party Courseware to its customers in the Education Market before the Closing Date; and (ii) Buyer's sublicensing of Third Party Courseware to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 its customers from and after the Closing Date, but specifically excluding Seller's sublicensing of Third Party Courseware to its customers after the Closing Date. (fd) Indebtedness All liabilities of Seller with respect to Transferred Employees, including but not limited to accrued wages, accrued vacation, sick leave, employee reimbursements, and severance. Except for the Shareholder as specific Assumed Liabilities identified above, Buyer shall not assume or in any way be responsible for any liabilities or obligations of Seller, and Seller shall continue to be solely liable for all of the Closing in a principal amount not in excess of $189,609, (g) the Retained Liabilities and all other liabilities and obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which that are reflected in the Interim Financial Statements (the "not specifically identified above as Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same.

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) all trade accounts payable On the Closing Date, Buyer will assume and accrued expenses agree to discharge the following liabilities and obligations of Seller that arose (the "Assumed Liabilities"): (i) the Lease obligations arising on or after the Closing Date (specifically excluding any obligations necessary to cure defaults existing as of the date of the filing of the petition with the Bankruptcy Court) arising under the Lease Documents and Tenant Leases described on Schedule 2.1(c); (ii) the obligations arising on or after the Closing Date (specifically excluding any obligations necessary to cure defaults existing as of the date of the filing of the petition with the Bankruptcy Court, any obligations under Medicare, Medicaid, CHAMPUS, FEHBA, and RRRB provider agreements or provider numbers and any Contracts described as an Excluded Asset) arising under the Contracts listed on Schedule 2.1(d) and under all other Contracts entered into in the ordinary course of business and consistent with past practice which involve an aggregate amount payable of Seller and are set forth $50,000 or less or which terminate or can be canceled by Buyer within one year from the Closing Date without penalty; and (iii) Current Liabilities, to the extent included in or reserved against in the Interim Financial Statements, Final Adjustment Report pursuant to Section 3.3 hereof. (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, licensesBuyer will not assume, 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Datenot be liable for, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those any Liabilities of Seller relating to other than the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is Buyer will not assuming the MCI Liability assume (i) any Liabilities due to third party payors, including without limitation, private insurers, private pay patients, governmental payors including Medicare, Medicaid, CHAMPUS, FEHBA, RRRB or any liability of Seller other third party payors, including cost report reimbursements and settlements, repayments, fines or the Shareholderother liabilities or obligations, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3such Liabilities relate to the period prior to the Closing Date; (ii) any Liabilities with respect to curing defaults under any assumed Contracts or Lease Documents pursuant to 11 U.S.C. ss. 365; (iii) any Liabilities resulting from the rejection of any Contracts or Lease Documents pursuant to 11 U.S.C. ss. 365; (iv) any Liabilities of Seller to the Noteholders, and pursuant to the term "Assumed Liabilities" shall not include Senior Notes or otherwise, to the holders of Vendell Common Stock or other capital stock, or to the holders of options to purchase Vendell Common Stock; (v) any Liabilities under any Contracts pursuant to which the performance by Buyer or Seller thereunder would be in violation of Law; (vi) any Liabilities associated with the administration of the samebankruptcy estate of Vendell; (vii) any Liabilities to employees of Seller, whether pursuant to employee benefit plans, employment contracts, bonus plans or otherwise except for accrued vacation pay, sick pay, paid time off and unpaid health insurance claims to the extent included in the Final Adjustment Report pursuant to Section 3.3 hereof; (viii) any Liabilities associated with the closing or sale of one or more of the Marketed Hospitals or associated with facilities closed prior to the date hereof; or (ix) any Liabilities with respect to any Employee Benefit Plans. Buyer will accept no assignment of any Medicare, Medicaid, CHAMPUS, FEHBA or RRRB provider agreements or provider numbers. Liabilities described in this Section 3.6(b) are referred to herein as the "Excluded Liabilities."

Assumption of Liabilities. Upon On the terms and subject to the termsconditions set forth in this Agreement, conditionsat the applicable Closing, representations NB Group shall cause the Corresponding NB Trust Company to assume, effective as of such Closing, and warranties contained herein, Purchaser is assuming (subject to and agreeing in accordance with Section 7.16) to pay, timely perform and discharge when due in accordance with their respective terms, only the following Liabilities of Assignors (collectively, the “Assumed Liabilities”): (a) all trade accounts payable and accrued expenses Liabilities of Seller that arose in the ordinary course of business of Seller and are set forth in applicable Assignor under the Interim Financial StatementsTransferred Contracts, but excluding any Liabilities (including any Liabilities for breaches thereof) arising or relating to any period ending on or prior to the Closing Date; (b) all trade accounts payable and accrued expenses Liabilities of Seller that have arisen the applicable Assignor under the Transferred Real Property Leases, but excluding any Liabilities (including any Liabilities for breaches thereof) arising or arise relating to any period ending on or prior to the Closing Date; (c) at the New York Closing, Liabilities of Xxxxxx National Bank TC relating to or arising out of any New York Succeeded Relationship, including any Liabilities arising from or in connection with the transfer of any such Relationships to NB National Bank TC; (d) at the Delaware Closing, Liabilities of Xxxxxx Delaware TC relating to or arising out of any Delaware Succeeded Relationship, in each case to the extent arising from facts, events or circumstances occurring 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, licensessuch Relationship becomes a Delaware Succeeded Relationship, and other arrangements referred including any Liabilities arising from or in connection with the transfer of any such Relationships to in the definition of Assigned Contracts either (i) to furnish goods and services to another Person on and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date of the Interim Financial Statements, NB Delaware TC; (e) all obligations Liabilities of Assignors related to the employment or termination of employment of any Transferred Employee, in each case to the extent arising from events and circumstances occurring after the Closing, including any liabilities with respect to the payment of the guaranteed bonuses to employees named on behalf of former employees of Seller who become employees of Purchaser that arise Schedule 7.2(b)(iv), in the ordinary course of business amounts set forth on and after a schedule that was previously provided to NB Group, but excluding in all cases any Liabilities with regard to the Closing Date, Benefit Plans; and (f) Indebtedness of Seller to the Shareholder as of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) All those current Assumed Liabilities of Seller relating to the Business which are reflected included in the Interim Financial Statements (calculation of New York Closing Net Working Capital or Delaware Closing Net Working Capital. For the "avoidance of doubt, Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the sameExcluded Liabilities.

Assumption of Liabilities. Upon and subject (a) Subject to the termssatisfaction or waiver of the conditions set forth in this Agreement, conditionsat the Closing and as of the Closing Date, representations the Buyer shall or shall cause the applicable Designated Purchaser to assume and warranties contained herein, Purchaser is assuming and agreeing agree to pay, discharge or perform and discharge when due only the following Liabilities (aexcept to the extent that such Liabilities constitute Liabilities of the Transferred Subsidiaries which shall be assumed by the Buyer and/or the Designated Purchaser by operation of law through its purchase of the Transferred Shares pursuant to Section 2.1): (i) all trade accounts payable Liabilities related to the Business and accrued expenses reflected on the balance sheet of Seller that arose in the ordinary course Business dated as of business of Seller and are set forth in December 31, 2004 (the Interim Financial Statements“Business Balance Sheet”), other than any Excluded Liabilities; (bii) all trade accounts payable and accrued expenses of Seller that have arisen or arise other Liabilities incurred after the date of the Interim Financial Statements Business Balance Sheet not in violation of the ordinary course terms of business of Seller, (c) all obligations of Seller this Agreement which would have been required to be reflected on the Business Balance Sheet under the agreements, contracts, leases, licenses, and other arrangements referred GAAP if such Liabilities were incurred on or prior to in the definition of Assigned Contracts either (i) to furnish goods and services to another Person on and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date of the Interim Financial StatementsBusiness Balance Sheet, other than any Excluded Liabilities; (eiii) all obligations Liabilities arising under the Contracts (other than with respect to and on behalf of former employees of any Seller who become employees of Purchaser that Plans) to the extent such Liabilities (A) arise in the ordinary course of business consistent with past practice pursuant to the terms of such Contracts, (B) were not due to have been satisfied or discharged prior to the Closing Date, and (C) have not arisen as a result of a default or breach of such Contract by the Company or its Subsidiaries; (iv) all warranty Liabilities to the extent such Liabilities (A) arise in the ordinary course of business consistent with past practice under the terms of the Contracts or under the Uniform Commercial Code and (B) were not due to have been satisfied or discharged prior to the Closing Date; and (v) all Liabilities arising as a result of the post-Closing operation of the Business or the post-Closing ownership or use by the Buyer and its Subsidiaries of the Transferred Assets. The Liabilities assumed by Buyer and/or the Designated Purchaser pursuant to this Section 2.3(a), along with the Liabilities which shall be assumed by Buyer and/or the Designated Purchaser through the purchase of the Transferred Shares pursuant to Section 2.1, shall collectively be referred to herein as the “Assumed Liabilities.” (b) Neither the Buyer nor any Designated Purchaser shall assume pursuant to this Agreement or the transactions contemplated hereby any Liabilities of the Company or any of its Subsidiaries other than the Assumed Liabilities, and the Company and its Subsidiaries shall retain all such other Liabilities, including: (i) any claim or Liabilities related to or arising out of the use or ownership of any Excluded Assets; (ii) Liabilities, whether of the Transferred Subsidiaries or otherwise, to the Company or any other Subsidiary or Affiliate of the Company for any management or similar fees; (iii) any Liabilities of the Company and the Transferred Subsidiaries, whether arising prior to, on and or after the Closing Date, (f) Indebtedness of Seller to the Shareholder extent arising from or as a result of the conduct of any business of the Company or such Transferred Subsidiaries other than the Business; (iv) claims or Liabilities arising out of or otherwise with respect to or in connection with the Reorganization; (v) Liabilities relating to any Business Employee, whether or not arising under or in respect of any Company Plan, other than those expressly assumed by the Buyer and/or the applicable Designated Purchaser as set forth in Section 5.9(a); (vi) any Liability of the Company or any Affiliate (other than the Transferred Subsidiaries) of the Company for Taxes relating to any Pre-Closing Tax Period; (vii) Liabilities to or with respect to Company Employees under any Company Plan or Liabilities with respect to Company Employees which the Company retains pursuant to this Agreement; (viii) Liabilities under or relating to Environmental Laws to the extent relating to events or conditions existing as of, or prior to, the Closing Date, other than routine maintenance or similar obligations in a principal amount not in excess the ordinary course of $189,609business; (ix) any Liability of the Company or its Subsidiaries to any broker, (g) finder or agent, including XX Xxxxx & Co., LLC, for any investment banking or brokerage fees, finder’s fees or commission with respect to the obligations transactions contemplated by Section 7.5(c)this Agreement; (x) any Liability with respect to a claim for personal injury (including wrongful death) and/or property damage arising out of pre-Closing occurrences and based on product liability, and strict liability or other similar theories of recovery, whether arising in contract or tort or otherwise; (hxi) those Liabilities of Seller relating any Liability with respect to the Business wrongful discharge claim in France by the Company’s former employee, which are reflected employee was an employee of Argonaut Technologies, A.G.; (xii) any Liability with respect to the mass spectrometer referred to in the Interim Financial Statements (the "Assumed Liabilities"Section 4.1(f)(1) and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming Company Disclosure Schedule; (xiii) any other Liability with the MCI Liability or any liability Company has expressly agreed to retain pursuant to the provisions of Seller or the Shareholder, now existing or hereafter arising, for Taxes this Agreement other than this Article II; and (xiv) except to the extent expressly set forth on Schedule 2.3in Section 2.3(a) or elsewhere in this Agreement, and Liabilities relating to the term "Assumed Liabilities" shall not include any Business, the Transferred Assets, the Transferred Subsidiaries, the Transferred Shares or the Business Employees or arising out of the sameoperation or ownership of the Business, the Transferred Subsidiaries or the Transferred Shares or the employment of the Business Employees, in each case, prior to the Closing Date. The Liabilities retained by the Company and its Subsidiaries pursuant to this Section 2.3(b) are referred to herein as the “Excluded Liabilities”).

Assumption of Liabilities. Upon and subject (a) Subject to the termsterms and conditions set forth in this Agreement, conditions, representations and warranties contained hereinat the Initial Closing, Purchaser is assuming and agreeing to shall assume, pay, perform and discharge when due only (a) all trade accounts payable and accrued expenses duties, responsibilities, obligations or liabilities of Seller that arose in to be discharged, performed, satisfied or paid after the ordinary course Initial Closing Date with respect to the following (collectively, the "Initial Closing Assumed Liabilities"): (i) Initial Closing Loans and the servicing of business of Seller the Initial Closing Loans pursuant to Section 2.6: and (ii) liabilities for Taxes of, or relating to, the Initial Closing Assets or the Initial Closing Assumed Liabilities (other than Excluded Taxes). (b) Subject to the terms and are conditions set forth in this Agreement, at the Interim Financial StatementsClosing, (b) Purchaser shall assume, pay, perform and discharge all trade accounts payable and accrued expenses duties, responsibilities, obligations or liabilities of Seller that have arisen to be discharged, performed, satisfied 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 paid after the Closing Date (or (ii) the Transfer Date with respect to pay for goods and services that another Person will furnish to it after the Closing Datea Transferred Employee), (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 with respect to the Shareholder as of following (collectively, the "Closing in a principal amount not in excess of $189,609Assumed Liabilities" and, (g) together with the obligations contemplated by Section 7.5(c)Initial Closing Assumed Liabilities and the Subsequent Closing Assumed Liabilities, and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (if any, the "Assumed Liabilities"): (i) the Deposits; (ii) the Personal Property, Branch Leases, and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Loans (other than the Initial Closing Loans and the Subsequent Closing Loans, if any) and the servicing of such Loans pursuant to Section 2.6; (v) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; (vi) the FHLB Advances (provided, that the aggregate amount thereof assumed by Purchaser shall in no other Liabilities of Seller. Without limiting event exceed the generality amount set forth on Section 5.8(b) of the foregoingSeller Disclosure Schedule) plus all Accrued Interest thereon through the Closing Date; and (vii) liabilities for Taxes of, or relating to, the Closing Assets, the Closing Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (c) Notwithstanding anything to the contrary in this Agreement, Purchaser is shall not assuming the MCI Liability assume or be bound by any liability duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of its Affiliates, including for avoidance of doubt any employment-related or other claims or litigation liabilities, other than the sameAssumed Liabilities (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the "Excluded Liabilities").

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) On the Closing Date, Purchaser will assume and agree to discharge all of the following obligations with respect to the Business in accordance with their respective terms, but only to the extent that such obligations do not constitute Excluded Liabilities (the “Assumed Liabilities”): (i) any trade accounts account payable and accrued expenses (other than a trade account payable to any Seller or a Related Person of Seller that arose any Seller) on the Balance Sheet or incurred by the Company 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 since the date of the Interim Financial Statements Balance Sheet but before the Closing Time that remains unpaid at, and is not delinquent (as delinquent is defined in any agreement applicable to such trade account payable, or if no written agreement is applicable, then is no more than 30 days past due) as of, the Closing Date, but only to the extent that such trade accounts payable are included in the Closing Date Net Working Capital and reflected in the Closing Date Balance Sheet; (ii) any Liability to the Company’s customers for non-delinquent orders outstanding as of the Closing Date and listed in Schedule 1.6(a)(ii) received by the Company in the ordinary course of business (other than any Liability arising out of Seller, or relating to a breach that occurred prior to the Closing Date); (ciii) 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 any Liability arising on and or after the Closing Date under the Material Agreements (other than any Liability arising out of or (ii) relating to pay for goods and services a breach or default that another Person will furnish occurred prior to it after the Closing Date, ); (div) all Indebtedness of Seller any Liability respecting Transferred Employees which is specifically assumed by the Purchaser pursuant to The Chase Manhattan Bank, N.A. reflected Section 5.4; and (v) any Liability arising from or in connection with warranty claims relating to warranties given by the Interim Financial Statements or arising Company to its customers in the ordinary course of business in respect of Seller products manufactured or sold by the Company prior to the Closing Date (A) to the extent that such claims are brought during the period from the Closing Date to and including the third anniversary of the Closing Date and the total amount of such Liability incurred during such period does not exceed 200% of the allowance for warranty claims included in current liabilities on the Closing Date Balance Sheet or (B) to the extent such claims are first brought after the date third anniversary 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, . (fb) Indebtedness Notwithstanding any provision of Seller this Agreement to the Shareholder as contrary, Purchaser will not assume any liabilities, obligations, or commitments of the Closing in a principal amount not in excess of $189,609, (g) Company other than the obligations contemplated by Section 7.5(c)Assumed Liabilities, and (h) those Liabilities of Seller relating to all such other liabilities, obligations, and commitments will be retained by the Business which are reflected in the Interim Financial Statements Company (the "Assumed “Excluded Liabilities") and no other Liabilities of Seller”). Without limiting the generality of the foregoing, Purchaser is none of the following will be Assumed Liabilities for purposes of this Agreement: (i) Except as provided in Section 1.6(a), all trade accounts payable, accrued payroll, accrued employee benefits, including accrued vacation and sick leave and accrued post retirement and post employment benefits, accrued Taxes, and all other accrued expenses relating to the Business; (ii) Any liabilities or obligations for borrowed money or evidenced by bonds, debentures, notes, drafts, or similar instruments, including but not assuming limited to (A) all of the MCI Liability Company’s obligations and liabilities to TCSC, (B) the Company’s Guaranty dated 19 January, 2005 of the obligations of TCSC under that certain Credit Facility dated 19 January, 2005, as amended on 2 March 2011, by and between Toronto-Dominion Bank and TCSC and the related Security Agreement by and between Toronto-Dominion Bank and the Company, and (C) all liabilities and obligations of the Company under that certain Credit Facility dated 19 January, 2005, as amended on 11 March 2009 and 2 March, 2011, by and between Toronto-Dominion Bank and the Company; (iii) Any Liabilities under any Material Agreement or any liability other contract, arrangement, license, lease or other agreement (whether oral or written) relating to the Business of Seller and of the Assets arising after the Closing Date that arises out of or relates to a breach of, or default under, that Material Agreement prior to the ShareholderClosing Date; (iv) Any and all liabilities, now obligations, or commitments arising out of any and all leases and Material Agreements that are listed on Schedule 1.2(a); (v) Subject to Section 5.1, any and all Taxes (whether pursuant to existing laws and regulations or hereafter arising, for Taxes laws and regulations subsequently enacted by any Governmental Authority) that arise from (A) the operation of the Business prior to the Closing Date; (B) the ownership of the Assets prior to the Closing Date; or (C) the consummation of the transactions contemplated in this Agreement; (vi) Any Liability under any Plan except to the extent set forth on Schedule 2.3specifically assumed pursuant to Section 5.4; (vii) Any Liability to any Employee who is not a Transferred Employee, provided that the Purchaser shall have complied with its obligations under Section 5.4; (viii) Any Liability to any Transferred Employee arising out of any claim made pursuant to Applicable Laws relating to employment standards, occupational health and safety, human rights, labour relations or workers compensation, or employee grievance based upon facts, acts, events, omissions or occurrences prior to the term "Assumed Liabilities" shall Closing Date (for the avoidance of doubt, Excluded Liabilities do not include any liability to a Transferred Employee to the extent arising from the Purchaser’s failure to recognize a Transferred Employee’s seniority rights arising from his or her pre-Closing Date employment with the Company as required by Section 5.4); (ix) Any liabilities or obligations (other than those falling within Section 1.6(b)(x)) with respect to any actions, suits, proceedings, or possible claims, whether such actions, suits, proceedings, or possible claims are currently pending, threatened, contingent, subsequently arise, or otherwise, in any way relating to the conduct of the sameBusiness prior to the Closing Date; (x) Except as provided in Section 1.6(a)(v), any and all liabilities or obligations arising from or in connection with warranty claims relating to products manufactured or sold by the Company prior to the Closing Date and any liabilities relating to the return of any products sold by the Company prior to the Closing Date; (xi) any and all liabilities or obligations arising from or in connection with product liability claims relating to products manufactured or sold by the Company prior to the Closing Date; (xii) Any liabilities for Environmental Damages relating to the Business or Assets arising from conditions existing prior to the Closing Date, whether or not disclosed in the schedules to this Agreement or otherwise known to Sellers or Purchaser; (xiii) All costs, expenses, liabilities, or obligations incurred by the Company incident to the negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained in this Agreement; (xiv) Any Liability of the Company to any Affiliate of the Company of other Related Person of any Seller; (xv) Any Liability arising out of or resulting from the Company’s compliance or non-compliance with any Applicable Law; (xvi) Any Liability to distribute to any of the Company’s shareholders or otherwise apply all or any part of the consideration received by the Company under this Agreement; (xvii) Any liabilities or obligations relating to the Excluded Assets; and (xviii) Any Liability of the Company under this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement.

Assumption of Liabilities. (a) Upon the terms and subject to the termsconditions of this Agreement, conditions, representations and warranties contained herein, Purchaser 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 at the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after on the Closing Date, Buyer shall assume only the following liabilities (dthe “Assumed Liabilities”): (i) all Indebtedness the obligations of the applicable Seller(s) under the Assumed Contracts to the extent such obligations are applicable to and accrue with respect to periods subsequent to the Closing; (ii) the trade accounts payable of Spence outstanding at the Closing, but oxxx xx the extent such trade accounts payable remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; (iii) accrued expenses (excluding Taxes) incurred by the Sellers related to the Business, but only to the extent such accrued expenses remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; (iv) the current liabilities (excluding Taxes) incurred by the Sellers related to the Business, but only to the extent such current liabilities remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; (v) the current employee liabilities (excluding Taxes) incurred by the Sellers related to the Business, but only to the extent such current liabilities remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; (vi) any product or service warranty liability or obligations arising out of any products supplied or services performed by either Seller in connection with the Business, but only to The Chase Manhattan Bank, N.A. reflected the extent such accrued expenses remain outstanding at the Closing and up to a maximum amount $50,000 in the Interim Financial Statements aggregate; (vii) the obligations described in Section 5.4(b)(vi) with respect to the incentive plans set forth on Schedule 5.4(b)(vi), but only to the extent such current liabilities remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; and (viii) any other liabilities or obligations arising in the ordinary course out of business of Seller after the date of the Interim Financial Statements, (e) all obligations or relating to and on behalf of former employees of Seller who become employees of Purchaser that arise in the ordinary course of business on and events or transactions occurring after the Closing Datein connection with the operations of or ownership or use of the Purchased Assets by Buyer. (b) Except as expressly provided in Section 2.2(a), (f) Buyer does not hereby and will not assume or become liable for and shall not be obligated to pay or satisfy any obligation, debt or liability whatsoever, whether fixed, contingent or otherwise, of the Business or the Sellers or any other person or entity, including, without limitation any Indebtedness or other claim, liability or obligation arising out of Seller the ownership or use of the Purchased Assets prior to the Shareholder as Closing or circumstances or occurrences or the operations of the Closing in a principal amount not in excess of $189,609, (g) the obligations Business or transactions contemplated by Section 7.5(c)this Agreement prior to the Closing, including, without limitation, by reason of any violation or alleged violation of any Legal Requirement or any other requirement of any Governmental Authority, and whether or not disclosed on the Schedules attached hereto, and regardless of when or by whom asserted (h) those Liabilities of Seller relating to collectively, the Business which are reflected in the Interim Financial Statements (the "Assumed “Excluded Liabilities") and no other Liabilities of Seller”). Without limiting the generality foregoing and for the avoidance of doubt, the foregoingAssumed Liabilities shall in no event include, Purchaser is not assuming and the MCI Liability or any liability of Seller or the ShareholderExcluded Liabilities shall include, now existing or hereafter arising, for Taxes except to the extent those Excluded Liabilities set forth on Schedule 2.3the confirmatory letter by and among the parties hereto in the form of Exhibit 2.2(b) (the “Confirmatory Letter”). The Excluded Liabilities shall remain the responsibility and obligation of the Sellers after Closing, and the term "Assumed Liabilities" Sellers shall not include any of the samepay and discharge all such liabilities as and when due.

Assumption of Liabilities. Upon Without limiting the Company’s rights to indemnity under Section 6.1, from and subject after the Closing the Company assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all of the obligations and liabilities of Contributor, known or unknown, with respect to the termsContributed Assets, conditionsregardless of whether such obligations or liabilities arose prior to, representations and warranties contained hereinon or after the Effective Date, Purchaser is assuming and agreeing including but not limited to pay, perform and discharge when due only obligations to (a) furnish makeup gas and/or settle imbalances according to the terms of applicable gas sales, processing, gathering or transportation contracts, and to satisfy 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 Statementsother obligations relating to future delivery/payment obligations and/or imbalances, (b) all trade accounts payable pay working interests, royalties, overriding royalties and accrued expenses of Seller that have arisen or arise after the date of the Interim Financial Statements other interests held in the ordinary course of business of Sellersuspense, (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 whatever kind related to or associated with operations and activities conducted on the Oil and Gas Properties or otherwise pursuant to the Contributed Assets, (f) clean up, restore and/or remediate the premises covered by or related to the Contributed Assets in accordance with applicable agreements and Laws, (g) perform all obligations of Seller applicable to or imposed on the lessee, owner, or operator under the agreements, Leases and related contracts, leasesor as required by Laws and (h) the liabilities set forth on Schedule 4.5 (all of said obligations and liabilities, licensessubject 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 Contributor (collectively, “Retained Liabilities”) to the extent that they are: (i) attributable to or arise out of the ownership, use or operation of the Retained Assets by Contributor or an Affiliate of Contributor; (ii) the continuing responsibility of the Contributor under Sections 7.1 and 7.3 or obligations and liabilities for which Contributor (subject to the limitations of Section 6.4) is required to indemnify the Company under Section 6.1; (iii) third party claims for payment of any rentals, royalties, excess royalty, overriding royalty interests, production payments, and other arrangements referred payments due and/or payable by Contributor to mineral and royalty holders and other interest owners on or prior to the Effective Date under or with respect to the Contributed Assets and the Hydrocarbons produced therefrom or attributable thereto, except to the extent of any loss of title, Title Defect or other title defect arising from the Company’s failure to properly or timely make payments that are (A) held in suspense as of the Closing, (B) included in the definition Contributed Assets and (C) disclosed on Schedule 4.14; or (iv) liabilities or obligations, known or unknown, with respect to the Contributed Assets arising prior to the Effective Date (except for Title Defects or Environmental Defects); provided, however, Contributor’s responsibility and retention of Assigned Contracts either liability with respect to liabilities and obligations under this clause (iiv) that have not been paid or subject to furnish goods and services to another Person on and after a Claim as of the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after second anniversary of the Closing Date, (d) all Indebtedness and the classification thereof as Retained Liabilities, shall terminate on the second anniversary of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same.

Assumption of Liabilities. Upon the terms and subject to the terms, conditions, representations and warranties contained hereinconditions of this Agreement, Purchaser is assuming shall (or shall cause one or more Purchasing Affiliates to) assume, effective as of the Closing, and agreeing to shall (or shall cause one or more Purchasing Affiliates or Transferred Subsidiaries to) pay, perform and discharge when due only (a) due, any and 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 Liabilities (i) of P&G and its Affiliates (including the Transferred Subsidiaries) to furnish goods and services the extent arising exclusively out of, exclusively relating to another Person or otherwise exclusively in respect of the Pharmaceuticals Business Assets, the Pharmaceuticals Business or the operation or conduct of the Pharmaceuticals Business before, on and or after the Closing Date or (including all Liabilities in respect of all Proceedings to the extent exclusively related to the Pharmaceuticals Business, including Shared Pre-Closing Proceedings, but without limiting P&G’s obligations pursuant to Section 9.03(d) and (e)), (ii) for any Shared Pre-Closing Environmental Liabilities (but without limiting P&G’s obligations pursuant to pay for goods and services that another Person will furnish to it after the Closing DateSection 9.03(d)), (diii) all Indebtedness of Seller reflected as Liabilities on the Unaudited Draft Balance Sheet (but without limiting P&G’s obligations pursuant to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date of the Interim Financial Statements, Section 9.03(d) and (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)), or (f) Indebtedness of Seller to the Shareholder as of the Closing in a principal amount not in excess of $189,609, (giv) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.32.02, other than in the case of clause (i) or (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 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 term "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 the Pharmaceuticals Business after Closing as and to the extent provided in Section 9.04(c). Notwithstanding the foregoing, (A) the Assumed Liabilities" Liabilities shall not include any Specified Indemnified Liabilities and (B) nothing in this Section 2.02 shall limit the right of the sameany Purchaser Indemnitee to be indemnified under Article IX, including for any breach of representation or warranty of P&G contained in this Agreement.

Assumption of Liabilities. (a) Upon and subject to the termsterms and conditions of this Agreement, conditionsthe Buyer shall assume and become responsible for, representations and warranties contained herein, Purchaser 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 from and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing DateClosing, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date of the Interim Financial Statementsfollowing liabilities (collectively, (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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities"): (i) and no other Liabilities of Seller. Without limiting the generality all accounts payable of the foregoingSeller (other than accounts payable to any Affiliate of the Seller) reflected on the estimated balance sheet of the Seller as at December 31, Purchaser is 1996 attached hereto as SCHEDULE 1.2 (the "Estimated Balance Sheet"), and allocated to the Buyer thereon, as adjusted in accordance with Section 1.6; (ii) all liabilities of the Parent under the guarantees and documentary letters of credit issued for the benefit of third party trade creditors of the Seller specifically listed on SCHEDULE 1.2(a) attached hereto; (iii) accrued liabilities and expenses of the Seller, including without limitation, sales taxes payable (but not assuming including unrecorded penalties and interest) with respect to product sales and the MCI Liability provision of services, reflected on the Estimated Balance Sheet and allocated to the Buyer thereon, as adjusted in accordance with Section 1.6; (iv) all deferred revenue of the Seller reflected on the Estimated Balance Sheet and allocated to the Buyer thereon, as adjusted in accordance with Section 1.6; (v) liabilities of the Seller for up to 80 hours of vacation time accrued prior to the Closing for each employee of the Seller listed on SCHEDULE 6.8(a) attached hereto; (vi) all leases payable of the Seller reflected on the Estimated Balance Sheet and allocated to the Buyer thereon, as adjusted in accordance with Section 1.6, and the leases payable specifically listed on SCHEDULE 1.2(a) attached hereto, to the extent they have not been paid or discharged prior to the Closing; and (vii) all obligations of the Seller to its customers for the repair, replacement, rework or return of products manufactured or sold in the Ordinary Course of Business (as defined in Section 2.4) prior to the Closing, but only to the extent that (i) such obligations are not the subject of claims or litigation required to be disclosed in Section 2.19 of the Disclosure Schedule attached hereto and (ii) such obligations are not the result of product liability claims. (b) The Buyer shall not assume or become responsible for, and the Seller shall remain liable for, any liability and all liabilities or obligations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, whether due or to become due, and whether claims with respect thereto are asserted before or after the Closing) of the Seller which are not Assumed Liabilities (collectively, the "Retained Liabilities"). The Retained Liabilities shall include, without limitation, the following: (i) all liabilities of the Seller for income and other Taxes (excluding transfer, sales or use Taxes) arising in connection with the consummation of the transactions contemplated by this Agreement (including without limitation any income Taxes arising as a result of (A) the transfer by the Seller to the Buyer of the Acquired Assets or (B) the Seller having deferred gain on any "deferred intercompany transaction" (within the meaning of Treasury Regulation section 1.1502-13)); (ii) all liabilities of the Seller for costs and expenses incurred by the Seller in connection with this Agreement or the Shareholderconsummation of the transactions contemplated by this Agreement; (iii) all liabilities and obligations of the Seller under this Agreement or the Ancillary Agreements; (iv) all liabilities of the Seller for any Taxes, now existing including without limitation deferred taxes or hereafter arisingtaxes measured by income of the Seller earned prior to the Closing, any liabilities for Taxes federal or state income tax and FICA taxes of employees of the Seller which the Seller is legally obligated to withhold prior to the Closing, any liabilities for employer FICA and unemployment taxes incurred prior to the Closing, and any liabilities for sales, use or excise taxes or customs and duties incurred prior to the Closing, except to the extent set forth on Schedule 2.3in Section 1.2(a)(iii); (v) all liabilities and obligations of the Seller under any agreements, contracts, leases or licenses which are not Assigned Contracts; (vi) all obligations of the Seller arising prior to the Closing under the Assigned Contracts, and all liabilities for any breach, act or omission by the term "Assumed Liabilities" shall not include Seller prior to the Closing under any Assigned Contract, except to the extent set forth in Section 1.2(a)(vii); (vii) all liabilities and obligations of the Seller for any product liability claim relating to products sold prior to the Closing; (viii) all liabilities and obligations of the Seller arising out of events, conduct or conditions existing or occurring prior to the Closing that constitute a material violation of or non-compliance with any law, rule or regulation (including without limitation Environmental Laws (as defined in Section 2.23)), any judgment, decree or order of any Governmental Entity, or any Permit; (ix) except to the extent set forth in Sections 1.2(a)(v) and 6.8(b), all liabilities and obligations of the Seller as of the Closing (A) in connection with or relating to any of the sameSeller's existing or former employees, or (B) to pay severance benefits to any employee of the Seller whose employment is terminated (or treated as terminated) in connection with the consummation of the transactions contemplated by this Agreement and all liabilities resulting from the termination of employment of employees of the Seller prior to the Closing that arose under any federal or state law or under any Employee Benefit Plan established or maintained by the Seller; (x) all liabilities and obligations of the Seller for all compensation and benefits accrued by or otherwise payable to employees of the Seller, including without limitation accrued vacation time and sick leave, premiums or benefits under any Employee Benefit Plan established or maintained by the Seller and severance pay, except to the extent set forth in Sections 1.2(a)(v) and 6.8(b); (xi) all liabilities and obligations of the Seller with respect to any option, warrant, right, agreement or commitment providing for the issuance, disposition or acquisition of any capital stock of the Seller; (xii) all liabilities of the Seller for injury to or death of persons or damage to or destruction of property occurring prior to the Closing (including without limitation any workers compensation claim); (xiii) all liabilities of the Seller as of the Closing for medical, dental and disability (both long-term and short-term benefits), whether insured or self-insured, owed to employees or former employees of the Seller based upon (A) exposure to conditions in existence prior to the Closing or (B) disabilities existing prior to the Closing; (xiv) all liabilities and obligations of the Seller with respect to any lines of credit with any bank or other financial institution; (xv) all liabilities of the Seller to any Affiliate of the Seller, except to the extent set forth in Section 1.2(a)(vii) for products purchased by the Parent and resold (other than to an Affiliate of the Parent); (xvi) all liabilities and obligations of the Seller with respect to product sales or other arrangements to IBM Corporation which provide for terms that are materially different from those in effect on November 30, 1996; (xvii) all liabilities of the Parent arising prior to the Closing under the guarantees and documentary letters of credit listed on SCHEDULE 1.2(a) attached hereto; (xviii) all liabilities of the Seller in connection with or relating to all actions, suits, claims, proceedings, demands, assessments and judgments, costs, losses, liabilities, damages, deficiencies and expenses (whether or not arising out of third-party claims) other than with respect to an Assumed Liability, including without limitation interest, penalties, attorneys' fees, accountant fees' and all amounts paid in investigation, defense or settlement of any of the foregoing; and (xix) all unrecorded and undisclosed liabilities.

Assumption of Liabilities. Upon and subject to At the terms, conditions, representations and warranties contained hereinClosing, Purchaser is assuming and agreeing to pay, perform and discharge when due only shall assume (a) all trade accounts payable and accrued expenses of Seller that arose in Liabilities first arising on or after the ordinary course of business of Seller and are set forth in Effective Date relating to the Interim Financial Statements, Election Business or the Purchased Assets; (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, Election Business; (c) all obligations accrued liabilities of the Election Business including, but not limited to, accrued liability for billxxxx xx excess of the amount earned according to percentage of completion accounting on all Assigned Contracts and properly accrued ad valorem property taxes; (d) all Liabilities and costs, including accrued liabilities for vacation pay, accrued but unpaid salary, bonuses, commissions, employment-related taxes and the like, of Seller to or with respect to Seller's Employees, other than costs, liabilities or expenses of Seller associated with Seller's Employee Benefit Plans or any of Seller's Liabilities to Employees governed by any workers compensation or similar laws; (e) all Liabilities under the agreements[ ] Agreements whether arising before, 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 subject to the Shareholder as of the Closing in a principal amount not in excess of $189,609Section 2.4, (g) the obligations contemplated by Section 7.5(c), and (h) those all Liabilities of Seller relating to the Business which are reflected in Assigned Contracts and the Interim Financial Statements Restricted Interests (collectively, the "Assumed Liabilities") and no other ); provided, however, the Assumed Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any Retained Liabilities. The foregoing notwithstanding, in lieu of paying directly any Liabilities relating to the Berkeley Facility, Purchaser may, at its option, reimburse Seller for all expenses paid by Seller that would otherwise be assumed by Purchaser pursuant to this Section 2.5. The parties acknowledge and agree that responsibility for Liabilities relating to the operation of the sameBerkeley Facility first arising after the Closing shall be as provided in the Sequoia Agreement and the Operating Agreement.

Assumption of Liabilities. Upon and subject Subject to the terms, conditions, representations terms and warranties contained conditions set forth herein, Purchaser is assuming the Buyers will assume, and agreeing to will thereafter pay, perform and discharge as and when due due, and will be liable with respect to the following, and only (a) all trade accounts payable the following, liabilities 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 obligations of the Interim Financial Statements in Asset Sellers (collectively, the ordinary course “Assumed Liabilities”): 2.2.1 All Liabilities of business of Seller, (c) all obligations of Seller the Asset Sellers arising under the agreements, contracts, leasesany Contracts, licenses, permits, leases and other arrangements referred to agreements included in the definition Acquired Assets and assigned or otherwise transferred to Buyers or any relevant Buyer Affiliate pursuant to the terms of Assigned Contracts either this Agreement or the Transfer Agreements, excluding Cure Amounts (i) if any); 2.2.2 All Liabilities relating to furnish goods the Acquired Assets and services to another Person arising on and or after the Closing, including Claims and other obligations relating to any Buyer’s ownership or use of the Acquired Assets after the Closing; 2.2.3 Accounts Payable incurred after the Petition Date (excluding intercompany trade payables incurred in the Ordinary Course of Business owing to Sellers or their Affiliates as of the Closing Date Date); 2.2.4 All Products Liability for Products manufactured after Closing; 2.2.5 All Product Warranty Liabilities for Products manufactured after Closing; 2.2.6 All deferred revenue obligations set forth on the Final Statement of Adjusted Net Assets, including all obligations to fulfill orders relating to Products of the Business outstanding on the Closing Date; 2.2.7 Any and all Tax Claims, to the extent that they arise out of the period after Closing; 2.2.8 All Liabilities that Buyer Parent or (ii) any Buyer specifically assumes or agrees to pay for goods and services that another Person will furnish or be responsible for pursuant to it the terms of this Agreement or any Ancillary Agreement; 2.2.9 Any Liability arising out of, resulting from, or relating to any Proceeding relating to an Assumed Liability, including any Proceeding which is pending as of the Closing Date; 2.2.10 Liabilities with respect to Transferred Asset Seller Employees for periods or portions thereof commencing on or after the Closing Date, ; 2.2.11 All Liabilities reflected on the Transferable Balance Sheet (d) all Indebtedness actual amounts of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 such Liabilities will be as of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on the Final Statement of Adjusted Net Assets); 2.2.12 All Liabilities otherwise specifically assumed in this Agreement or any Ancillary Agreement; 2.2.13 Any and all Environmental Claims for Environmental Damages with respect to Post-Closing Environmental Contamination and Post-Closing Compliance Matters (the “Assumed Environmental Liabilities”); and 2.2.14 All Claims made after Closing for Insured Liabilities. 2.2.15 All Liabilities included on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same2.2.15.

Assumption of Liabilities. Upon On the Closing Date, Buyer shall assume and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to thereafter pay, perform honor and discharge when due only (a) and payable all trade accounts payable liabilities 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the ShareholderTransferred Assets, now existing of any kind or hereafter arisingnature, except for Taxes except to the extent set forth on Schedule 2.3following: (i) indebtedness for borrowed money, and the term "Assumed Liabilities" which shall not include any trade accounts payable or other accounts payable reflected on the Closing Date Net Working Capital Statement; (ii) obligations and liabilities of Seller or any of its Affiliates for Income Taxes, and all deficiencies, fines, assessments, charges, interest, additions to such Income Taxes and penalties associated therewith imposed by any taxing authority, relating to or accrued in any period prior to the same.Closing Date; (iii) any accounts payable or contracts or other liabilities to the extent related to or arising from the Excluded Assets or the Retained Liabilities; (iv) any intercompany accounts payable owing by Seller to any Affiliate of Seller or any other current intercompany liabilities of Seller, other than any trade accounts payable or other accounts payable or other current liabilities reflected on the Closing Date Net Working Capital Statement; (v) those obligations and liabilities related to employment matters that are expressly retained by Seller pursuant to Article VI hereof; (vi) liabilities and obligations relating to the claims and lawsuits described in SCHEDULE 3.12, including the obligations and liabilities of Seller pursuant to (a) with respect to the Harrxxxx Xxxility, ISRA Case #86335/87219 and the two Administrative Orders on Consent titled "In the Matter of Diamond Shamrock Chemicals Company" and "In the Matter of Oxy-Diamond Holding Corporation, Oxy Process Chemicals, Inc.", dated August 29, 1986 and March 27, 1987 respectively; (b) with respect to the Cedartown Facility (1) remediation of surface and groundwater contaminated with ethylene dichloride ("EDC") as specifically set forth in Corrective Action Consent Order No. EPD-HW-1048 between Henkxx Corporation and the Georgia Department of Natural Resources, dated September 21, 1993 and (2) the Diamond Shamrock Landfill Site Administrative Order on Consent, EPA Docket No. 00-00-X xxxxxxx Xxxxxx Xxxxxxxxxxx and the United States Environmental Protection

Assumption of Liabilities. Upon Except as provided herein, Buyers shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of Sellers whatsoever, and Sellers shall retain responsibility for all liabilities and obligations accrued on or prior to the Closing Date and all liabilities and obligations arising from the Sellers’ operations on or prior to the Closing Date, whether or not accrued and whether or not disclosed. As the sole exceptions to the foregoing, but in any case subject to the limitations contained in Section 2.4, upon the terms and subject to the termsconditions of this Agreement and in reliance upon the representations, conditionswarranties and agreements herein set forth, representations US Buyer agrees to assume from Waterbury and warranties contained hereinCanadian Buyer agrees to assume from Air Guard Canada at Closing, Purchaser is assuming and agreeing each agrees to pay, thereafter perform and discharge when due discharge, only the Liabilities identified specifically below (collectively, the “Assumed Liabilities”): (a) all trade liabilities and obligations of Sellers included in the Final Net Actual Working Capital, including all accounts payable and accrued expenses other current liabilities, but excluding (i) any liabilities or obligations of a Seller to an Affiliate and (ii) trade and accounts payable for raw materials used exclusively in finished goods manufactured for FMC or Spectrum Brands (a/k/a United Industries) and excluding that arose in portion of the ordinary course trade and accounts payable for raw materials used for finished goods manufactured for FMC or Spectrum Brands (a/k/a United Industries) and for other finished goods allocated based on the finished goods inventory for FMC and Spectrum Brands (a/k/a United Industries) as of business the Closing Date as a ratio of Seller and are set forth in the Interim Financial Statements, total finished goods inventory for the Business as of the Closing Date; (b) all trade accounts payable and to the extent not covered by Section 2.3 but in each case to the extent but only to the extent accrued expenses in or reserved for in the Final Actual Net Working Capital, (i) each Seller’s obligations with respect to the replacement of Seller that have arisen or arise after the date refund for damaged, defective or returned goods of the Interim Financial Statements in Business sold by such Seller prior to the ordinary course of business of Closing; or (ii) Seller’s obligations under, pursuant to, or with respect to any marketing fund, sales rebates, volume discounts or similar obligations; (c) all liabilities and obligations of Seller Sellers under the agreementseach Assumed Contract other than any liability or obligation resulting from, contractsarising out of, leasesrelating to, licenses, and other arrangements referred to in the definition nature of, or caused by (A) tort, infringement or violation of Assigned Contracts either Law occurring prior to or arising from facts, events, actions, or circumstances that occurred or failed to occur prior to the Closing Date; (iB) any breach by the Sellers of such Assumed Contract occurring prior to furnish goods and services the Closing Date; (C) any facts, events, actions, or circumstances that occurred or failed to another Person on and after occur prior to the Closing Date which, with notice or passage of time, would result in or give rise to a default or breach by Buyers of such Assumed Contract; and (iiD) any indemnification (or similar) obligation under and pursuant to pay for goods Assumed Contracts to the extent arising from or relating to any facts, events, actions, or circumstances that occurred or failed to occur prior to the Closing Date; (d) all rent and services that another Person will furnish other obligations of Air Guard Canada under and pursuant to it the Canadian Lease due and payable after the Closing Date; provided that Canadian Buyer (or any other Buyer) shall not assume any liability or obligation resulting from, (d) all Indebtedness of Seller to The Chase Manhattan Bankarising out of, N.A. reflected relating to, in the Interim Financial Statements nature of, or caused by (A) tort, infringement or violation of Law (including any Environmental Law) occurring prior to or arising in from facts, events, actions, or circumstances that occurred or failed to occur prior to the ordinary course of business of Seller after Closing Date; (B) any breach by the date Sellers of the Interim Financial StatementsCanadian Lease occurring prior to the Closing Date; (C) any facts, events, actions, or circumstances that occurred or failed to occur prior to the Closing Date which, with notice or passage of time, would result in or give rise to a default or breach by Buyers of the Canadian Lease; and (D) any indemnification (or similar) obligation under and pursuant to the Canadian Lease to the extent arising from or relating to any facts, events, actions, or circumstances that occurred or failed to occur prior to the Closing Date; and (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 any way related to the Shareholder as termination or cessation of employment of any or all of the Closing in a principal amount not in excess Canadian Listed Employees, including without limitation such obligations arising out of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements such Canadian Listed Employees’ employment with Air Guard Canada (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same“Listed Employee Obligations”).

Assumption of Liabilities. Upon PRGI agrees to assume, from and subject to after the termsClosing Date, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only the following (the "Assumed Liabilities"): (a) all trade accounts payable obligations and accrued expenses liabilities of Seller that arose relating to the Business arising from and after the Effective Date in the ordinary course of business of Seller under the Contracts with Customers, Associates and are set forth in the Interim Financial StatementsEmployees and other Contracts, and equipment and other Leases expressly designated by PRGI as Assigned Contracts and Assigned Leases; (b) all Seller's normal trade accounts payable and accrued expenses of Seller that have arisen or arise after payables relating to the date of the Interim Financial Statements Business to be acquired by PRGI pursuant hereto incurred in the ordinary course of business of Seller, (c) all obligations of Seller under and outstanding at 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 Effective Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising incurred in the ordinary course of business of Seller thereafter and advances made after the date of the Interim Financial StatementsAugust 31, (e) all obligations 1998 used 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller pay normal trade payables relating to the Business to be acquired by PRGI pursuant hereto, excluding (i) all Seller Transaction Expenses; (ii) non-trade payables (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), including any Prior Period Payments to RBA; (iii) non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto); (iv) commission amounts for audit services due to Associates, auditors, or other service providers (including those to Seller if solely in Seller's capacity as an auditor) on accounts receivable collected prior to the Effective Date; and (v) all accounts payable, accrued expenses or other indebtedness due to the Seller as of the Effective Date under the Principal Agreement, or in connection with any advances to Associates or otherwise (except for certain commissions provided for in Section 2.2(c) below and advances by Owners used to pay normal trade payables of Seller incurred after the Effective Date); and (c) commission amounts for audit services which are reflected will be owed by Seller to its Associates, auditors or other service providers (including to Seller, if solely in Seller's capacity as an auditor and in respect of services performed prior to the Interim Financial Statements (Effective Date) upon collection of Accounts Receivable, Unbilled Claims and Work in Progress outstanding at the "Effective Date. Except for the Assumed Liabilities") , PRGI shall not assume any debts or liabilities of Seller of any kind or nature whatsoever. Seller agrees to make full and no prompt payment of all of its trade payables not assumed by PRGI as and when due. Anything to the contrary contained herein notwithstanding, PRGI shall neither assume nor have any obligations or liabilities whatsoever in respect of severance, WARN Act, income tax withholding, payroll and/or unemployment tax, workers' compensation, pension, profit-sharing, health insurance, COBRA or any other Liabilities employee or other benefit liabilities in respect of Seller. Without limiting any Business Employees or in respect of any Employee Benefit Plans, including, without limitation any contribution, tax, lien, penalty, cost, interest, claim, loss, action, suit, damage, cost assessment, withdrawal liability, liability to the generality PBGC, liability under Section 412 of the foregoingCode or Section 302(a)(2) of ERISA, Purchaser is not assuming the MCI Liability or any other similar liability or expense of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, any ERISA Affiliate and the term "Assumed Liabilities" PRGI shall not include become a party to any Employee Benefit Plan as a result of any of the sametransactions contemplated by this Agreement.

Assumption of Liabilities. Upon and subject Subject to the terms, conditions, representations terms and warranties contained conditions set forth herein, as of the Closing, Purchaser is assuming shall assume and agreeing to fully and timely 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 Statementsdischarge, (b) all trade accounts payable and accrued expenses of Seller that have arisen or arise after the date each of the Interim Financial Statements in following obligations and liabilities (of every kind and nature, including contingent) (the ordinary course of business of Seller, "Liabilities"): (ci) all obligations and liabilities of Seller under Sellers in connection with the agreementsGround Leases, contracts, leases, licenses, and other arrangements referred which arise out of or relate to in the definition of Assigned Contracts either (i) to furnish goods and services to another Person on and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 period on and after the Closing Date, and which obligations or liabilities are contemplated by the Ground Leases; (fii) Indebtedness all obligations and liabilities of Seller Sellers in connection with the Revenue Leases, which arise out of or relate to the Shareholder as period on and after the Closing Date, and which obligations or liabilities are contemplated by the Revenue Leases; and (iii) all other obligations and liabilities which arise out of or relate to the period on and after the Closing Date with respect to the ownership, possession, use, maintenance, licensing or operation of the Closing Assets. Except as expressly provided in a principal amount not in excess of $189,609this Agreement, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (Ancillary Agreements or in the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoingMaster Lease, Purchaser is not assuming any other obligations or liabilities of Sellers under the MCI Liability or any liability of Seller or 12 transactions contemplated by this Agreement. Without limiting the Shareholderforegoing, now existing or hereafter arising, Purchaser will not be liable for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the samefollowing debts, liabilities and obligations of any Seller (except as otherwise agreed by Purchaser and Sellers): (a) employee salary, payroll or benefit obligations, (b) general or administrative expenses of Sellers, whether or not related to the Assets (except as provided in Sections 3.01(k), 7.07 or 7.11), (c) sales commissions (except as provided in Sections 3.02 or 7.11), or (d) Seller obligations in respect of insurance policies.

Assumption of Liabilities. (a) Upon the terms and subject to the termsconditions of this Agreement, conditionsand provided that the Option has been properly exercised in accordance with Section 2.2, representations on the Closing Date, Optionee shall deliver to Tribune Denver an undertaking and warranties contained hereinassumption, Purchaser is assuming in a form reasonably acceptable to Tribune Denver and agreeing Optionee, pursuant to which Optionee shall assume and be obligated for, and shall agree to pay, perform and discharge when due only in accordance with their terms, the following obligations and liabilities of Tribune Denver (a) all trade accounts payable except to the extent such obligations 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 liabilities constitute Excluded Liabilities): (i) without limitation of the obligations of Optionee (and Affiliates of Optionee) under the TBA or to furnish goods the extent arising out of or caused by actions of Optionee (or Affiliates of Optionee) after the TBA Effective Date, all liabilities and services obligations under Environmental Laws related to, associated with or arising out of, in each case only to another Person the extent that the condition giving rise to such liability or obligation arose or was exacerbated after the Closing Date, (A) the occupancy, operation, use or control of any of the Real Property listed or described in Schedule 4.10(a) on and or after the Closing Date or (iiB) to pay for goods and services that another Person will furnish to it the operation of the Business by Optionee on or after the Closing Date, including, without limitation, any Release or storage of any Hazardous Materials on, at or from (d1) any such real property (including, without limitation, all Indebtedness of Seller to The Chase Manhattan Bankfacilities, N.A. reflected improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder) or any conditions whatsoever on, under or in such real property or (2) any real property or facility owned by a third party at which Hazardous Materials generated by the Interim Financial Statements Business were sent on or arising in the ordinary course of business 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, but excluding all liabilities and obligations arising out of or caused by Tribune’s or Tribune Denver’s actions; (fii) Indebtedness without limitation of Seller the obligations of Optionee (and Affiliates of Optionee) under the TBA for periods prior to the Shareholder as Closing Date, all liabilities and obligations of Tribune Denver to be paid or performed after the Closing Date in Table of Contents connection with the operation of the Closing in a principal amount not in excess of $189,609Stations, including, without limitation, (gA) the obligations contemplated by Section 7.5(c)Station Agreements, (B) the Employment Agreements and the car allowances and club allowances listed on Schedule 4.22 and (hC) those Liabilities the leases, contracts and other agreements entered into by Tribune Denver with respect to the Business after the date hereof consistent with the terms of Seller Section 6.4 of this Agreement or by or at the direction of Optionee in accordance with the terms of the TBA, except, in each case, to the extent such liabilities and obligations, but for a breach or default by Tribune Denver, would have been paid, performed or otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any such breach or default (unless such breach or default is caused by Optionee’s action or failure to perform under the TBA); and (iii) without limitation of the obligations of Optionee (and Affiliates of Optionee) under the TBA for periods prior to the Closing Date, all liabilities and obligations that arise with respect to events occurring on or after the Closing Date relating to the operation of the Stations and the Business which and ownership of the Purchased Assets. All of the foregoing to be assumed by Optionee hereunder are reflected in referred to herein as the Interim Financial Statements (the "“Assumed Liabilities".” (b) Optionee shall not assume or be obligated for any of, and no other Liabilities Tribune Denver shall solely retain, pay, perform, defend and discharge all of, its liabilities or obligations of Seller. Without limiting any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Optionee under Section 3.3(a) and, notwithstanding anything to the generality contrary in Section 3.3(a), none of the foregoingfollowing (herein referred to as “Excluded Liabilities”) shall be “Assumed Liabilities” for purposes of this Agreement: (i) All liabilities and obligations of Tribune Denver or Tribune to be paid or performed and arising before the Closing Date in connection with the operation of the Stations and the Business and the ownership of the Purchased Assets other than those obligations assumed by Optionee pursuant to Section 3.3(a) or in connection with the TBA; (ii) Any foreign, Purchaser is not assuming federal, state, county or local income Taxes which arise from the MCI Liability operation of the Stations or the Business or the ownership of the Purchased Assets prior to the Closing Date; (iii) Any liability or obligation of the Tribune Denver in respect of indebtedness for borrowed money or any liability intercompany payable of Seller the Tribune Denver or any of its Affiliates; (iv) All liabilities and obligations under Environmental Laws related to, associated with or arising out of (A) the Shareholderoccupancy, now existing operation, use or hereafter arisingcontrol of any of the Real Property listed or described in Schedule 4.10(a) prior to the Closing Date or (B) the operation of the Business prior to the Closing Date, for Taxes except in each case to the extent set forth existing prior to the Closing Date on, at or from (1) any Table of Contents such real property (including, without limitation, all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder) or any conditions whatsoever on, under or in such real property or (2) any real property or facility owned by a third party at which Hazardous Materials generated by the Business were sent prior to the Closing Date, but excluding, in any case, any liabilities or obligations of Optionee (or Affiliates of Optionee) under the TBA or to the extent arising out of or caused by actions of Optionee (or Affiliates of Optionee) after the Closing Date; (v) Any liabilities or obligations, whenever arising (i) related to, associated with or arising out of any pension, profit sharing, or welfare employee benefit plan or other employee benefit plan, program or arrangement of Tribune or Tribune Denver providing any of the benefits described in 3(1) or 3(2) of ERISA, or providing any employment, consulting, severance, vacation, retirement, post-retirement, bonus, stay bonus, deferred compensation, incentive compensation, stock ownership, stock options, stock appreciation rights, stock purchase rights, phantom stock rights, insurance, worker’s compensation, disability, unemployment, medical, or other benefit; and (ii) relating to any current, former or retired employees, including but not limited to those plans, programs or arrangements listed in Schedule 4.22 and the obligation to provide continuation coverage as defined in Section 4980B of the Code (“COBRA Coverage”) to any employee of Tribune or Tribune Denver arising on Schedule 2.3or prior to Closing; (vi) Any costs and expenses incurred by Tribune Denver or Tribune incident to its negotiation and preparation of this Agreement or the TBA and its performance and compliance with the agreements and conditions contained herein or therein; (vii) Any of Tribune Denver’s or Tribune’s liabilities or obligations under this Agreement, the TBA or the Tribune Denver Ancillary Agreements; (viii) Without limitation of the obligations of Optionee (or Affiliate of Optionee) under the TBA for periods prior to the Closing Date, any liabilities or obligations of Tribune Denver to be paid or performed after the Closing Date in connection with the operation of the Stations and the Business and the ownership of the Purchased Assets, to the extent such liabilities and obligations, but for a breach or default by Tribune Denver, would have been paid, performed or otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any such breach or default (unless such breach or default is caused by Optionee’s action or failure to perform under the TBA). (ix) Any of Tribune Denver’s or Tribune’s liabilities or obligations relating to the Excluded Assets; (x) Without limitation of the obligations of Optionee (or Affiliate of Optionee) under the TBA for periods prior to the Closing Date, any liabilities or Table of Contents obligations of Tribune or Tribune Denver arising out of or relating to Tribune’s or Tribune Denver’s employment of employees or independent contractors of the Stations or the Business prior to the Closing Date, including, without limitation, accrued salary, payroll and wages, accrued sick pay, accrued commissions, accrued “comp” time, accrued vacation time, and the term "Assumed Liabilities" shall not include any proper classification of individuals providing services to Tribune or Tribune Denver as independent contractors or as employees, as the case may be; (xi) Without limitation of the sameobligations of Optionee (or Affiliate of Optionee) under the TBA for periods prior to the Closing Date, any obligations or liabilities relating to or arising out of any claims or pending litigation proceedings to the extent arising out of events first occurring prior to the Closing Date, other than events occurring at the direction of or as a result of actions or, to the extent inconsistent with the obligations of the Optionee under this Agreement or the TBA, inactions by Optionee (or Affiliates of Optionee); (xii) Without limitation of the obligations of Optionee (or Affiliate of Optionee) under the TBA for periods prior to the Closing Date and subject to the terms of Section 6.2, any obligations or liabilities relating to the employment prior to the Closing Date and/or termination prior to the Closing Date of Tribune Denver’s employees of the Stations or the Business; and (xiii) The liability for the payments set forth in Section 6.17.

Assumption of Liabilities. Upon On the terms and subject to the termsconditions and limitations set forth in this Agreement, conditions, representations and warranties contained hereinat the Closing, Purchaser is assuming shall assume, effective as of the Closing, and agreeing to pay, shall timely perform and discharge when due only in accordance with their respective terms, the following Liabilities (without duplication) existing as of the Closing Date (collectively, the “Assumed Liabilities”) and no others: (a) all trade accounts payable Liabilities of Sellers under Leases and accrued expenses of Seller that arose Contracts (other than Customer Orders which are provided for in Section 2.3(b)) arising after the ordinary course of business of Seller Closing Date other than (i) with respect to any given Lease, Liabilities arising after the Applicable Lease Marketing Termination Date for such Lease and are set forth in the Interim Financial Statements(ii) with respect to any given Contract, Liabilities arising after such Contract is designated an Excluded Contract. (b) all trade accounts payable any obligation of Sellers to procure, provide or deliver Inventory or other finished goods, furniture or merchandise in respect of a Customer Order; (c) Cure Costs for Purchased Contracts, Designee Contracts, Purchased Leases and accrued expenses Designee Leases and any rent payment obligations in respect of Seller October 2005 for any Stores that have arisen or arise are not Excluded Stores as of the Closing Date, provided, however, that any such amount assumed pursuant to this Section 2.3(c) in excess of $8,274,900.00 in the aggregate shall increase, on a dollar-for-dollar basis, the amounts owed to Purchaser under the DIP Credit Agreement; (d) Liabilities of Sellers for court approved severance to any Retained Employee arising following the Closing Date not to exceed $1,700,000.00 in the aggregate; (e) Such customer service and warranty claims arising after the date Closing Date with respect to merchandise and finished goods sold at Stores or other Locations on or after the Petition Date but prior to the Closing Date as Purchaser may elect in its sole discretion, and obligations to perform warranty repair or replacement arising after the Closing Date with respect to merchandise or finished goods sold (other than in the Store Closing Sales at the Store Closing Locations which shall not be assumed under the Agency Agreement or this Agreement) on or after the Petition Date but prior to the Closing Date; (f) all Liability for the Operational Expenses identified in Section 2.5(e)(i); (g) all obligations under the Transition Services Agreement; (h) all Liabilities arising out of Purchaser’s ownership of the Interim Financial Statements in Purchased Assets after the ordinary course of business of Seller, Closing Date; (ci) all obligations of Seller Sellers owed to General Electric Capital Corporation under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Assigned Contracts either DIP Credit Agreement; and (i) to furnish goods and services to another Person on and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (dj) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the sameTransfer Taxes.

Assumption of Liabilities. Upon and subject Subject to the terms, conditions, representations terms and warranties contained conditions set forth herein, Purchaser is assuming shall assume and agreeing agree to pay, perform and discharge when due only any and all liabilities and obligations (of any nature or kind whatsoever, whether recorded, unrecorded, contingent, known or unknown, or otherwise) (collectively “Liabilities”) of Seller (or its subsidiaries) and its affiliates and subsidiaries arising out of or relating to the Business or the Purchased Assets at all times on or after June 1, 2013, including, without limitation, the following: (a) all trade accounts payable and accrued expenses Liabilities on the balance sheet of Seller that arose in (or its subsidiaries), including without limitation those listed on Schedule 1.03 attached hereto, relating directly to the ordinary course of business of Seller and are set forth in the Interim Financial Statements, Business; (b) Liabilities relating to all trade contracts and agreements associated with the Italy operations of the Business, including leases and personal contracts; (c) Liabilities relating to those certain real estate leases for the Retail Locations on or after June 1, 2013 (it being agreed that any and all rent, utilities and related payments covering a period that is both prior to and following June 1, 2013 shall be apportioned on a per diem basis or, to the extent practicable with respect to utilities, on a usage basis based on meter readings before and after such date); (d) Liabilities relating to the Microsoft RMS software used by the Business and relating to that certain arrangement with Retail Technology Experts in connection therewith; (e) Liabilities relating to the ongoing maintenance of the Business’ website; (f) Liabilities relating to Transferred Employees; and (g) Liabilities and obligations relating to all consignment accounts payable of the Business at Closing and accrued expenses any markdowns for existing accounts of Seller the Business that have arisen or arise after Closing, it being agreed that notwithstanding anything to the date contrary, any chargebacks with respect to the account of the Interim Financial Statements Business with Bloomingdales relating to the Spring 2013 season shall not be Assumed Liabilities (defined below). The Liabilities to be assumed by Purchaser pursuant to this Agreement, including those Liabilities described in subsection (a) through (f) inclusive above, shall collectively be referred to as the ordinary course of business of Seller“Assumed Liabilities.” The contracts and agreements and related Liabilities to be assumed by Purchaser pursuant to subsections (b), (c) all obligations of Seller under the agreements, contracts, leases, licenses, and other arrangements (d) above shall collectively be referred to in as the definition of Assigned Contracts either (i) to furnish goods and services to another Person “Assumed Contracts”. Purchaser will at all times on and after the Closing Date or (iiClosing, pay, perform and discharge all Assumed Liabilities and Assumed Contracts as and when they become due. With respect to the apportionment relating to any Assumed Liabilities pursuant to Section 1.03(c) above, the Parties agree to pay for goods cooperate in good faith and services that another Person will furnish to it after finalize such amounts within 30 days of the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same.

Assumption of Liabilities. Upon On the terms and subject to the termsconditions set forth in this Agreement and the Sale Order, conditions, representations and warranties contained hereineffective as of the Closing, Purchaser is assuming shall assume from Seller (and agreeing to pay, perform perform, discharge or otherwise satisfy in accordance with their respective terms), and discharge when due Seller shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities (and only the following Liabilities) (collectively, the “Assumed Liabilities”): (a) all trade accounts payable and accrued expenses Liabilities of Seller that arose in arising from the ordinary course ownership of business of Seller the Purchased Assets and are set forth in the Interim Financial Statements, Business arising after the Closing Date; (b) all trade Liabilities arising under the accounts payable and accrued expenses of Seller that have arisen or arise after related to the date operation of the Interim Financial Statements Business (including all costs required to be paid pursuant to Section 365 of the Bankruptcy Code in connection with the ordinary course assumption and assignment of business the Assigned Contracts including the cost of Sellerobtaining any consents in respect of the Assigned Contracts (collectively, “Cure Costs”)), as of Closing, other than such accounts payable that are over ninety (90) days past due and the accounts payables set forth on Schedule 1.3(b) (collectively, the “Assumed AP”); and (c) all obligations Liabilities, if any, set forth on Schedule 1.3(c) (collectively, the “Assumed Employee Liabilities” and together with Assumed AP, “Assumed Pre-Closing Liabilities”); provided that, in no event shall the value 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 Accounts Receivable as of the Closing in a principal amount not Date in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those value of Assumed Pre-Closing Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality as of the foregoingClosing Date (such excess amount, “Closing Date Net Receivables Amount”) be less than $23.5 million (“Minimum Net Receivables Amount”). The assumption by Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the sameAssumed Liabilities shall not, in any way, enlarge the rights of any third parties relating thereto.

Assumption of Liabilities. Upon and subject Subject to the termsterms and conditions of this Agreement, conditionson the Closing Date, representations as hereinafter defined, Seller shall assign to Purchaser, and warranties contained hereinPurchaser shall, Purchaser is assuming except as set forth in Section 2.2 below, assume and agreeing agree to pay, perform and discharge when due only the following liabilities and obligations of Seller and/or the Business: (a) all trade accounts payable obligations of the Business for the sale and accrued expenses delivery of Seller that arose products not shipped prior to the close of business on the Closing Date under open sales orders, open bids and sales contracts included in the Assigned Contracts, which were accepted or made in the ordinary course of business of Seller and are set forth in the Interim Financial Statements, Business prior to the close of business on the Closing Date; (b) all trade accounts payable and accrued expenses of Seller that have arisen or arise after the date obligations of the Interim Financial Statements Business for the purchase of raw materials, supplies and repair and maintenance materials not received prior to the close of business on the Closing Date and not included in the Purchased Inventory under open supply contracts, purchase orders and commitments included in the Assigned Contracts, which were given or made in the ordinary course of business of Seller, the Business; (c) all liabilities and obligations of Seller arising under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Assigned Contracts either in accordance with their respective terms, excluding (iA) payables owed by the Business to furnish goods and services to another Person Seller or any of its Affiliates on and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (dB) all Indebtedness any liability or obligation which arises from the Closing of Seller the transaction contemplated hereby or (C) any Retained Liability, except to The Chase Manhattan Bank, N.A. the extent that (B) or (C) are reflected in the Interim Financial Statements or Reference Statement of Net Assets); (d) except with respect to Seller's environmental covenants contained in Section 13.6 hereto, liabilities arising in connection with environmental matters relating to the ordinary course of business of Seller after the date of the Interim Financial StatementsBusiness; provided, however, that this provision shall not affect Purchaser's rights to indemnifications as set forth in Article XVI hereof, (e) all liabilities and covenants arising from obligations to employees and on behalf of former employees of Seller who become employees the Business to the extent specifically assumed by Purchaser in Article XII of Purchaser that arise in this Agreement; (f) liability for suits, claims, proceedings and actions made or commenced after the ordinary course of Closing Date resulting from actual or alleged harm, injury or damage to persons, property or business by products manufactured, sold or shipped by the Business ("Products") on and or after the Closing Date, (f) Indebtedness of Seller to the Shareholder as of the Closing in a principal amount not in excess of $189,609, ; (g) liability for express or implied warranties of the Business, including obligations contemplated by Section 7.5(c)to repair, and replace, rework or to make refunds of amounts paid for Products regardless of when such Products were manufactured, sold or distributed or when defects became or become apparent; (h) those liability for the recall, notification, retrofit or other post- manufacture remedial or corrective actions relating to Products, regardless of when such Products were manufactured, sold or shipped; and (i) any other liabilities of the Business not specifically set forth as Retained Liabilities under Section 2.2 below. The foregoing liabilities and obligations of Seller relating being assumed by Purchaser hereunder shall be collectively referred to the Business which are reflected in the Interim Financial Statements (as the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of In addition to the foregoing, the parties acknowledge and agree that except as specifically set forth in Section 2.2 below, Purchaser assumes all liabilities of the Purchased Subsidiaries by virtue of the fact that Purchaser is not assuming acquiring the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any shares of the samePurchased Subsidiaries.

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) Subject to and in accordance with the terms and conditions in this Agreement, at the Closing, in addition to paying the Purchase Price, the Buyer and Trucking will assume, accept and agree to perform, pay and discharge, in accordance with the respective terms thereof and with the allocation on the Allocation Schedule, all trade accounts payable liabilities, obligations and accrued expenses commitments of the Seller that arose (other than the Excluded Liabilities) relating to the Business (collectively, the "Assumed Liabilities"), including (i) the liabilities (to the extent still outstanding) set forth on the Seller's balance sheet as of June 30, 2002 included in the Financial Statements, a copy of which is attached hereto as Exhibit B (the "June 30 Balance Sheet"), and (ii) any liabilities incurred in the ordinary course of business and consistent with the provisions of Seller this Agreement on and are set forth in after June 30, 2002 and prior to the Interim Financial Statements, Closing Date. (b) all trade accounts payable and accrued expenses of Seller that Notwithstanding anything in this Agreement to the contrary, neither the Buyer nor Trucking will assume or have arisen responsibility for the following liabilities, obligations or arise after the date commitments of the Interim Financial Statements in Seller (collectively, 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 "Excluded Liabilities"): (i) to furnish goods and services to another Person on and after liabilities, obligations or commitments arising under any Contract entered into in violation of the Closing Date Seller's covenants or warranties under this Agreement; (ii) to pay for goods and services liabilities, obligations or commitments set forth on Schedule 1.7(b), including the NLRB Claim; (iii) liabilities, obligations or commitments that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 do not relate to the Shareholder as of Business; (iv) liabilities, obligations or commitments directly relating to the Closing in a principal amount not Excluded Assets; (v) liabilities for any indebtedness for borrowed money in excess of $189,609, 2,350,000 (gplus accrued interest) in the obligations contemplated by Section 7.5(c)aggregate; (vi) liabilities for (A) any Taxes attributable to the Excluded Assets or otherwise not related to the Acquired Assets or the Business, and (hB) those Liabilities Taxes of the Seller relating or attributable to the Business which are reflected in or the Interim Financial Statements Acquired Assets, measured by net or taxable income for any taxable period or any portion thereof ending on or prior to the Closing Date; and (vii) liabilities retained by the Seller pursuant to Section 4.10(a)(i) and (ii) and Section 4.11(b) relating to certain employees. (c) At the Closing, each of the Buyer and Trucking shall, and the Buyer's Parent shall cause each of the Buyer and Trucking to, assume and agree to pay, discharge and perform the Assumed Liabilities allocated to it pursuant to the Allocation Schedule, by executing and delivering to the Seller and the Shareholder an assumption agreement (the "Assumed LiabilitiesAssumption Agreement") and no other Liabilities of Seller. Without limiting ), substantially in the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same.form attached hereto as Exhibit C.

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser 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 In partial payment of the Interim Financial Statements in Purchase Price, the ordinary course of business of Seller, (c) all obligations of Seller under the agreements, contracts, leases, licensesBuyer shall assume, and hereby covenants and agrees to timely perform, pay or discharge, only the following obligations, liabilities and commitments, and no other arrangements referred to in obligations, liabilities or commitments whatsoever (collectively, the definition of Assigned Contracts either “Assumed Liabilities”): (i) all of the obligations, liabilities and commitments of the Sellers and the Health Center Operator under the Transferred Contracts, but only to furnish goods the extent that such obligations, liabilities and services commitments relate to another Person on the period from and after the Closing Date or to the extent that Buyer receives a credit therefor against the Purchase Price pursuant to Section 2.6, and specifically excluding any liability arising thereunder for a breach thereof that occurred prior to the Closing Date; (ii) to pay for goods all of the obligations, liabilities and services that another Person will furnish to it after commitments of the Closing DateSellers arising under the Sellers’ Personal Income Protection Plan (“XXXX”), (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected but in the Interim Financial Statements or arising in the ordinary course case of business of Seller after the date of the Interim Financial StatementsXXXX deposit liabilities, (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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except only to the extent set forth on Schedule 2.3, and 4.8(d) (as updated through the term "Assumed Liabilities" shall not include any Closing Date); (iii) all of the sameobligations, liabilities and commitments of the Sellers related to or otherwise in respect of the Freedom Village Master Trusts, but in the case of refund liabilities secured by the Freedom Village Master Trusts, only to the extent set forth on Schedules 4.8(a) (as updated through the Closing Date); (iv) all of the obligations, liabilities and commitments of the Sellers to refund the entrance fees or deposits under the Life Care Contracts that are listed on Schedule 4.8 (as updated through the Closing Date) that are terminated on or after the Closing Date; (v) all Straddle Entrance Fee Refunds; (vi) all liability for the amount of all accrued (vested or unvested) vacation, personal time, time off, holiday or sick leave as of the Closing Date for Transferred Employees (which shall be assumed by Buyer’s manager or lessee), but only to the extent that Buyer receives a credit therefor against the Purchase Price pursuant to Section 2.6(b); and (vii) to the extent not otherwise described in clauses (i) through (vi) of this Section 2.2, any specifically identified payment obligation(s) of the Sellers or the Health Center Operator for which the Buyer receives a corresponding credit(s) against the Purchase Price pursuant to Section 2.6.

Assumption of Liabilities. Upon On the terms and subject to the termsconditions set forth in this Agreement, conditions, representations and warranties contained hereinat the Closing, Purchaser is assuming shall assume, effective as of the Closing, and agreeing to payfrom and after the Closing, Purchaser shall timely perform and discharge when due only in accordance with their respective terms, the following Liabilities of Sellers (collectively, the “Assumed Liabilities”), and no other Liabilities: (a) all trade accounts payable and accrued expenses Liabilities of Seller Sellers under the Purchased Contracts arising after Closing other than Liabilities arising out of an act or omission of Sellers that arose in occurred prior to the ordinary course of business of Seller and are set forth in the Interim Financial Statements, Closing; (b) all trade accounts payable and accrued expenses Liabilities arising from the sale of Seller that have arisen or arise after the date of the Interim Financial Statements Products in the ordinary course Ordinary Course of business of SellerBusiness after Closing pursuant to product warranties, (c) all obligations of Seller under product returns and rebates, Liabilities arising from damages sustained by Products when in transit or during the agreementsinstallation process, contractswhether sold before, leaseson, 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, that are not a result of a manufacturer’s defect, and the obligations of Sellers to hang screens on windows previously sold, whether before or after Closing; (c) trade accounts payable incurred in the Ordinary Course of Business existing on the Closing Date (including, for the avoidance of doubt, (i) invoiced accounts payable and (ii) accrued but uninvoiced accounts payable) to the extent included in the calculation of the Closing Working Capital; (d) all Indebtedness liabilities and obligations for (i) all transfer taxes and all other Taxes applicable to the transfer of Seller the Purchased Assets pursuant to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller this Agreement and (ii) Taxes that arise after the date of Closing relating to the Interim Financial StatementsBusiness, the Purchased Assets or any liability or obligation assumed by Purchaser pursuant to this Section 2.3; (e) all obligations other Liabilities with respect to and on behalf of former employees of Seller who become employees of Purchaser that arise in the ordinary course of business on and Purchased Assets or the Transferred Employees arising after the Closing Date, Closing; (f) Indebtedness of Seller to the Shareholder as of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those all Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same2.3(f); and (g) all Liabilities relating to amounts required to be paid by Purchaser hereunder.

Assumption of Liabilities. Upon On the terms and subject to the terms, conditions, representations and warranties contained herein, Purchaser 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 conditions set forth in this Agreement, at the Interim Financial Statements, (b) Closing the Purchaser will assume and become responsible for 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 Sellerliabilities and obligations, (c) all obligations of Seller under the agreementsdirect or indirect, contractsknown or unknown, leases, licenses, and other arrangements referred relating to in the definition of Assigned Contracts either (i) to furnish goods and services to another Person on and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date out of the Interim Financial StatementsPurchased Assets, (e) all obligations to and on behalf of former employees of Seller who become employees of Purchaser that arise in or the ordinary course of business on and after the Closing Date, (f) Indebtedness of Seller to the Shareholder as operation of the Closing in a principal amount not in excess of $189,609Business or as otherwise specified below, other than the Excluded Liabilities (g) the obligations contemplated by Section 7.5(c)collectively, and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities"): (a) except as specifically excluded in Section 2.4, all liabilities and no other Liabilities of Seller. Without limiting the generality obligations of the foregoingSeller related to the Business as of the Closing Date including, Purchaser is but not assuming limited to, all liabilities and obligations reflected on the MCI Liability Balance Sheet, except for any such liabilities or obligations that have been paid or discharged since the date of the Balance Sheet; (b) all liabilities and obligations of the Seller arising with respect to the performance of the Contracts, excluding any liability or obligation resulting from any criminal activity, civil fraud or intentional wrongdoing by the Seller prior to the Closing Date; (c) all warranty and product liabilities relating to products manufactured, sold, serviced or repaired on or prior to the Closing Date in connection with the Business; (d) all liabilities and obligations of the Seller or relating to employment, compensation and employee benefits for the ShareholderBusiness Employees, now existing or hereafter arisingincluding benefits related to former employees of the Business, for Taxes except all to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any Purchaser has agreed to assume them pursuant to Article VIII; (e) all environmental liabilities relating to the ownership or operation of the sameBusiness or the Purchased Assets, arising out of any event, transaction, condition, practice, Release or occurrence, including any liabilities resulting from violations of Environmental Laws in connection with the generation, storage, presence, use, handling, treatment, transportation, disposal or Release of any Hazardous Materials prior to, on or after the Closing Date; and (f) all liabilities and obligations arising after the Closing Date in connection with the operation of the Business.

Assumption of Liabilities. Upon and subject Subject to the terms, conditions, representations terms and warranties contained herein, Purchaser 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 conditions set forth in this Agreement, at the Interim Financial StatementsClosing, (b) all trade accounts payable in consideration for the assignment, conveyance, transfer and accrued expenses of Seller that have arisen or arise after the date delivery of the Interim Financial Statements in Acquired Assets to Purchaser or the ordinary course of business of SellerPurchaser Designees, Purchaser or the Purchaser Designees shall assume the following Liabilities (c) all collectively, the “Assumed Liabilities”): a. the Liabilities and executory obligations of Seller Sellers under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Assigned Contracts either (ispecifically excluding the Excluded Assets) that arise after, or relate to furnish goods the period from and services to another Person on and after after, Closing; b. the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or Liabilities arising in connection with the ordinary course of business of Seller after the date use and operation 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 Owned Real Property from and after the Closing Date; c. the Liabilities with respect to Cure Costs (including for Undisputed Cure Costs and Disputed Cure Costs) relating to Assigned Contracts set forth on Schedule 2.3(c) (subject to adjustment pursuant to, (f) Indebtedness and in accordance with, Section 2.7 and Section 2.8); d. the Liabilities and obligations relating to or arising from the Acquired Assets or the operation of Seller the Business relating to or arising from the period commencing after the Closing Date; e. the Liabilities of Sellers for Property Taxes to the Shareholder extent specifically allocated to Purchaser pursuant to Section 11.1(b); f. the Liabilities of Sellers for all accrued and unpaid wages and accrued and unused vacation, time-off, bonus, commissions, severance, sick days, and personal days with respect to the Transferred Employees as of the Closing in a principal amount not in excess Date; g. the Liabilities and obligations relating to or arising from the Assumed Plans or the Assumed Plan Related Matters; h. the Liabilities arising out of $189,609or relating to the Acquired Permits, including (i) all reclamation Liabilities, (gii) obligations to replace bonds associated with the obligations contemplated by Section 7.5(c)Acquired Permits, and (hiii) those Liabilities of Seller relating regulatory violations and obligations on or in relation to the Business which Acquired Assets or the Acquired Permits arising post-Closing; and i. the Liabilities assumed pursuant to Section 7.3 and Section 7.1. j. Notwithstanding anything in this Agreement to the contrary, Sellers hereby acknowledge and agree that Purchaser and the Purchaser Designees are reflected not assuming from Sellers, nor is in any way responsible for, the Interim Financial Statements (Excluded Liabilities. The transactions contemplated by this Agreement shall in no way expand the "rights or remedies of any third party against any of Purchaser, the Purchaser Designees, or Sellers as compared to the rights and remedies that such third party would have had against Sellers absent the Chapter 11 Cases had Purchaser or the Purchaser’s Designees not assumed such Assumed Liabilities") and no other Liabilities of Selleras set out above. Without limiting Other than the generality of Assumed Liabilities assumed by Purchaser or the foregoingPurchaser Designees, Purchaser is and the Purchaser Designees are not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include be liable for any liabilities or obligations of the sameSellers.

Assumption of Liabilities. Upon On and subject to the termsterms and conditions of this Agreement, conditions, representations Buyer shall assume and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) become responsible for 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 Assumed Liabilities at the ordinary course Closing. Buyer will not assume or have any responsibility, however, with respect to any other obligation or liability of business of SellerSellers, (c) all obligations of Seller under the agreementsBusiness, contracts, leases, licenses, and other arrangements referred to in or the Purchased Assets not included within the definition of Assigned Contracts either Assumed Liabilities, including, without limitation: (i) Taxes (x) imposed on any Seller for any period or (y) related to furnish goods and services the Business or the Purchased Assets for all Tax periods (or portions thereof) ending on or prior to another Person on and after the Closing Date or (except, in each case, as expressly provided below); (ii) to pay for goods and services that another Person will furnish to it after any costs or expenses incurred in connection with, or related to, the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date administration of the Interim Financial StatementsBankruptcy Cases, (e) all obligations to including, without limitation, any accrued professional fees and on behalf expenses of former employees of Seller who become employees of Purchaser that arise in the ordinary course of business on attorneys, accountants, financial advisors and after the Closing Date, (f) Indebtedness of Seller other professional advisors related to the Shareholder as of Bankruptcy Cases; (iii) liabilities to the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller extent relating to the Business Excluded Assets, including Liabilities relating to Excluded Contracts; (iv) Liabilities and obligations of Sellers under this Agreement; (v) all obligations, Liabilities and Indebtedness, including any note Indebtedness, owed by any Seller, including any owed to any Affiliate of any Seller which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or expressly identified as an Assumed Liability; (vi) any liability Employee Obligations to any Employee arising out of Seller or the Shareholder, now existing or hereafter arising, for Taxes except such Employee’s employment by Sellers prior to the extent set forth on Schedule 2.3, and Closing; (vii) any Employee Claim of any Employee arising out of such Employee’s employment by Sellers prior to the term "Assumed Liabilities" shall not include any of the same.Closing; and

Assumption of Liabilities. Upon (a) On the terms and subject to the terms, conditions, representations and warranties contained conditions set forth herein, Purchaser is assuming at the Closing, the Buyer shall, and agreeing the Parent shall cause the Buyer to, assume, become liable for and agree to pay, perform discharge and discharge perform, as the case may be, only the following Liabilities of the Seller (collectively, the “Assumed Liabilities”), and no other Liabilities whatsoever: (i) all Liabilities under the Assumed Contracts (including the Store Leases), accruing, or arising out of facts or events occurring, on or after the Closing Time; (ii) all Liabilities for personal injury or property damage (or other product liability) with respect to Inventory that is sold by the Buyer following the Closing Time; (iii) all Liabilities relating to the Purchased Assets and the operation of the Business following the Closing Time; (iv) all Liabilities arising out of the Seller’s Bass and the Seller’s other Heritage Brands gift card and loyalty programs for purchases at the Bass retail stores (other than the Excluded Stores) accruing prior to, on or after the Closing Time; and (v) all Liabilities relating to merchandise credits at the Bass retail stores, whether accruing prior to, on or after the Closing Time. All of the Assumed Liabilities shall be paid, performed or otherwise discharged by the Buyer as and when due only due. (b) Notwithstanding anything else contained in this Agreement, other than the Assumed Liabilities, the Buyer shall not assume any Liabilities of the Seller, including, without limitation, the following (collectively, the “Excluded Liabilities”): (i) Liabilities under the Excluded Contracts or any other Contracts which are not validly and effectively assigned to the Buyer pursuant to this Agreement and the benefit of which has not been secured for Buyer as provided in the final paragraph of Section 2.2; (ii) Liabilities for Taxes (a) all trade accounts payable and accrued expenses of Seller that arose in the ordinary course Seller, whether or not they relate to the operation of business of Seller and are set forth in the Interim Financial Statements, Business or (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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in or the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality ownership of the foregoingPurchased Assets for any Tax period (or portion thereof) ending prior to the Closing Date; provided, Purchaser is not assuming that in no event shall the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, be responsible for Taxes except for which the Buyer is responsible under Section 6.3, or that are Assumed Liabilities described in Sections 2.3(a)(i)-(v); (iii) all Retained Employee Liabilities; (iv) all Liabilities for personal injury, property damage or other product liability with respect to any products sold by the Seller prior to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same.Closing Time;

Assumption of Liabilities. Upon At the time of Closing, Buyer will assume and subject agree to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform pay and discharge when due only (ai) all the trade accounts payable and accrued expenses of Seller that arose in related to the ordinary course of business of Seller and are Business as set forth in the Interim Financial Statements, Closing Net Asset Statement (b) all such trade accounts payable and accrued expenses of Seller that have arisen or arise after the date as of the Interim Financial Statements in the ordinary course close of business of Selleron May 9, 2000 being set forth on Schedule 1.3), (cii) all obligations of Seller under the agreements, contracts, leases, licensesunfilled purchase orders listed on Schedule 2.8(a), and other arrangements referred (iii) all liabilities and obligations in connection with the operation of the Business to in the definition of Assigned Contracts either (i) to furnish goods and services to another Person extent arising on and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) including, without limitation, all Indebtedness such liabilities and obligations of Seller as a party to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date of the Interim Financial Statements, (e) Assumed Contracts and all obligations liabilities relating to and on behalf of former employees of Seller who become employees of Purchaser that arise in the ordinary course of business on and any Products manufactured after the Closing DateDate (other than any such liabilities arising out of or in connection with the Seller's obligations or actions pursuant to or in connection with the License Agreement or the Supply Agreement) (such trade payables and liabilities and obligations, (f) Indebtedness of Seller to the Shareholder as of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and ). Buyer shall assume no other Liabilities liabilities of Seller, whether or not relating to the Purchased Assets (all such other liabilities, the "Excluded Obligations"). Without limiting the generality foregoing, in no event shall the Assumed Liabilities include (i) any liability for Taxes of the foregoing, Purchaser is not assuming the MCI Liability Seller or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except other person related to the extent operation of the Business or ownership of the Purchased Assets prior to the Closing; (ii) any liabilities relating to any Products manufactured prior to the Closing Date; (iii) any other liability arising out of or relating to the Business or its operations prior to the Closing Date, other than the trade account payables set forth on Schedule 2.3, and 1.3; or (iv) any liability arising under contracts other than the term "Assumed Liabilities" shall not include any of the sameContracts.

Assumption of Liabilities. Upon and The Purchaser hereby agrees, subject to Section 1.6 hereof and the termsother terms and conditions of this Agreement, conditions, representations and warranties contained herein, Purchaser 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 it shall assume and fully and timely perform, discharge and pay, in accordance with their respective terms, all of the liabilities and obligations of the Seller relating to: (a) the deposit accounts attributed to the Branch as of the close of business on the day immediately preceding the Closing Date (including, without limitation, all checking, savings, certificate of deposit, individual retirement, Xxxxx, money market, time deposit, repurchase agreements and sweep accounts) together with all accrued interest relating to such deposit accounts, all of such deposit accounts being listed on Exhibit 1.5(a) hereto (which Exhibit shall be updated to reflect new deposits made and deposits withdrawn or paid between the date of this Agreement and the Closing Date) and shall be delivered to the Purchaser at the Closing (iicollectively, the “Deposit Liabilities”); (b) to pay the Real Property; (c) all safe deposit boxes and all rental agreements and contracts for goods the safe deposit boxes located at the Branch as of the Closing Date; (d) the operation from and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness Date of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising Branch in the ordinary course of business business, including, without limitation, the payment or provision of Seller salary, compensation and employee benefits to the Employees (as hereinafter defined) arising from and after the date of the Interim Financial Statements, Closing Date; and (e) all liabilities or obligations which are expressly identified elsewhere in this Agreement as being assumed, performed, discharged or paid by the Purchaser. The liabilities and obligations described in this Section 1.5 that the Purchaser hereby agrees to assume and on behalf of former employees of Seller who become employees of Purchaser that arise fully and timely perform, discharge and pay are referred to collectively in this Agreement as the ordinary course of business on “Assumed Liabilities”. On and after the Closing Date, (f) Indebtedness of the Seller shall have no duties, responsibilities, liabilities or obligations under or with respect to the Shareholder as of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same.

Assumption of Liabilities. Upon At the Closing, Buyer will assume, and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to thereafter pay, perform and discharge when due only due, the following liabilities of Sellers (collectively, the “Assumed Liabilities”): (a) All liabilities and obligations under the Acquired Contracts, including, without limitation, all trade accounts payable cure costs required to be paid pursuant to Section 365 of the Bankruptcy Code in connection with the assumption and accrued expenses assignment of Seller that arose in the ordinary course of business of Seller and are set forth in Acquired Contracts (such cure costs are, collectively, the Interim Financial Statements, “Cure Costs”); (b) all trade accounts payable All liabilities and accrued expenses obligations in respect of Seller that have arisen any gift cards, gift certificates, loyalty programs or arise after similar items relating to the date of the Interim Financial Statements in the ordinary course of business of Seller, Business; (c) all All liabilities and obligations of Seller under the agreementsWorker Adjustment and Retraining Notification Act of 1988, contractsor similar state or local law regarding employee terminations, leasesif any, licenses, and other arrangements referred to arising out of or resulting solely from layoffs or termination of employees in the definition Granite City Business by Buyer after the Closing; 12368957v1 (d) All liabilities and obligations related to accrued store-level bonuses, vacation days, sick days or other paid time-off, that is earned or accrued by, but not yet payable to, employees, officers, directors or contractors of Assigned Contracts either Sellers that Buyer hires as an employee as part of this Transaction; (e) All accrued but unpaid Property Taxes, if any, related to or arising from the ownership of the Acquired Assets; (f) All liability for (i) to furnish goods accrued but unbilled or not due rent charges arising under the Leased Real Property, including adjustments, reconciliations and services to another Person on indemnity obligations and after the Closing Date or (ii) all cure costs required to pay for goods and services that another Person will furnish be paid pursuant to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date Section 365 of the Interim Financial Statements, (e) all obligations to Bankruptcy Code in connection with the assumption 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 assignment of the Closing in a principal amount not in excess of $189,609Leased Real Property, whether arising prior to or following the Petition Date; and (g) Those liabilities and obligations assumed by or made the obligations contemplated by Section 7.5(c), and (h) those Liabilities responsibility of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent Buyer as set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the sameelsewhere in this Agreement.

Assumption of Liabilities. (a) Upon the terms and subject to the termsconditions of this Agreement, conditionsPxxxxxxxx agrees, representations effective at the Closing, to assume and warranties contained herein, Purchaser is assuming and agreeing to pay, perform satisfy and discharge when due only the Liabilities of Seller (aother than the Retained Liabilities), specifically set forth below (all of such Liabilities and other than the Retained Liabilities being herein collectively referred to as the “Assumed Liabilities”): (i) all trade accounts payable Liabilities arising from the Exploitation of any Product after the Closing Date, including Liabilities for returns, rebates and accrued expenses chargebacks related to any of Seller that arose the Product shipped after the Closing Date; (ii) all Liabilities for Taxes relating to the Purchased Assets or the Product with respect to a Post-Closing Tax Period, including those allocated in accordance with Section 11.8(b); (iii) all Liabilities for materials and services relating to the Purchased Assets contracted for in the ordinary course of business prior to the Closing pursuant to an Assumed Contract, but scheduled to be delivered or provided thereafter, and all Liabilities to customers under purchase orders for Product that have not yet been shipped at Closing, in each case to the extent not related to any breach of Seller and are set forth in occurring prior to the Interim Financial Statements, Closing; (biv) all trade accounts payable and accrued expenses of Seller that have arisen or arise after the date of the Interim Financial Statements Liabilities under Assumed Contracts (including Liabilities to customers under purchase orders made in the ordinary course of business the sale and marketing of Sellerthe Product consistent with past practice for any Product that has not been shipped prior to the Closing) relating to the period following the Closing Date, other than any Liabilities to the extent arising out of, or resulting from, a breach of any such Assumed Contract by Seller prior to the Closing Date; (cv) all obligations Liabilities arising out of Seller under or relating to any product liability, breach of warranty or similar claim for injury to any Person or property that resulted from the agreements, contracts, leases, licenses, and other arrangements referred to in use or misuse of the definition of Assigned Contracts either (i) to furnish goods and services to another Person Product on and or after the Closing Date or otherwise relates to the Product sold (iiincluding any Proceeding relating to any such Liabilities) to pay for goods and services that another Person will furnish to it on or after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bankwhich, N.A. reflected in the Interim Financial Statements case of any split lots of Product, shall be determined based on the percentage of any such lot sold on or arising in the ordinary course of business 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, ; and (fvi) Indebtedness of Seller to the Shareholder as of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those all other Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller Purchased Assets or the ShareholderProduct, now existing or hereafter arisingPurchaser’s use thereof, for Taxes except solely to the extent set forth on Schedule 2.3that such are not Retained Liabilities, including to any Governmental Authority, and all fees arising from or related to any Intellectual Property included in the term "Assumed Liabilities" shall Purchased Assets, but only to the extent not include related to or arising out of any of act, omission or event occurring prior to the sameClosing.

Assumption of Liabilities. Upon and subject (a) Subject to the termssatisfaction or waiver of the conditions set forth in this Agreement, conditionsat the Closing and as of the Closing Date, representations the Buyer shall or shall cause the applicable Designated Purchaser to assume and warranties contained herein, Purchaser is assuming and agreeing agree to pay, discharge or perform and discharge when due only the following Liabilities (aexcept to the extent that such Liabilities constitute Liabilities of the Transferred Subsidiaries which shall be assumed by the Buyer and/or the Designated Purchaser by operation of law through its purchase of the Transferred Shares pursuant to Section 2.1): (i) all trade accounts payable Liabilities related to the Consumables Business and accrued expenses reflected on the balance sheet of Seller that arose the Consumables Business dated as of December 31, 2004, which is contained in Section 4.1(g)(i) of the ordinary course of business of Seller and are set forth in Company Disclosure Schedule (the Interim Financial Statements“Consumables Business Balance Sheet”), other than any Excluded Liabilities; (bii) all trade accounts payable and accrued expenses of Seller that have arisen or arise other Liabilities related to the Consumables Business incurred after the date of the Interim Financial Statements Consumables Business Balance Sheet not in violation of the ordinary course terms of business of Seller, (c) all obligations of Seller this Agreement which would have been required to be reflected on the Consumables Business Balance Sheet under the agreements, contracts, leases, licenses, and other arrangements referred GAAP if such Liabilities were incurred on or prior to in the definition of Assigned Contracts either (i) to furnish goods and services to another Person on and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date of the Interim Financial StatementsConsumables Business Balance Sheet, other than any Excluded Liabilities; (eiii) all obligations Liabilities arising under the Contracts (other than with respect to and on behalf of former employees of any Seller who become employees of Purchaser that Plans) to the extent such Liabilities (A) arise in the ordinary course of business consistent with past practice pursuant to the terms of such Contracts, (B) were not due to have been satisfied or discharged prior to the Closing Date, and (C) have not arisen as a result of a default or breach of such Contract by the Company or its Subsidiaries; (iv) all warranty Liabilities to the extent such Liabilities (A) arise in the ordinary course of business consistent with past practice under the terms of the Contracts or under the Uniform Commercial Code and (B) were not due to have been satisfied or discharged prior to the Closing Date; (v) all customer service and support obligations following the Closing relating to the products manufactured by the Process Business to the extent such obligations (A) arise in the ordinary course of business consistent with past practice under the terms of the Contracts related to the Process Business or under the Uniform Commercial Code and (B) were not due to have been satisfied or discharged prior to the Closing Date; (vi) all accounts payable arising out of the operation of the Process Business prior to the Closing Date and accrued in the ordinary course of business on the balance sheet of the Process Business under GAAP as of the Closing Date; provided, however, that the aggregate amount of such accounts payable shall not exceed $350,000; (vii) all Liabilities arising as a result of the post-Closing operation of the Consumables Business or the Transferred Process Operations or the post-Closing ownership or use by the Buyer and its Subsidiaries of the Transferred Assets; and (viii) all Liabilities for all earned but unpaid base salary, bonuses, vacation, sick leave and unreimbursed business expenses that are accrued in the ordinary course of business consistent with past practice and reflected on the balance sheet of the Consumables Business or the Process Business, as the case may be, under GAAP as of the Closing Date, and which are not incurred in violation of Section 5.2 and are payable to Closing Date Employees. The Liabilities assumed by Buyer and/or the Designated Purchaser pursuant to this Section 2.3(a), along with the Liabilities which shall be assumed by Buyer and/or the Designated Purchaser through the purchase of the Transferred Shares pursuant to Section 2.1, shall collectively be referred to herein as the “Assumed Liabilities.” (b) Neither the Buyer nor any Designated Purchaser shall assume pursuant to this Agreement or the transactions contemplated hereby any Liabilities of the Company or any of its Subsidiaries other than the Assumed Liabilities, and the Company and its Subsidiaries shall retain all such other Liabilities, including: (i) any claim or Liabilities related to or arising out of the use or ownership of any Excluded Assets; (ii) Liabilities, whether of the Transferred Subsidiaries or otherwise, to the Company or any other Subsidiary or Affiliate of the Company; (iii) any Liabilities of the Company and the Transferred Subsidiaries, whether arising prior to, on or after the Closing Date, (f) Indebtedness of Seller to the Shareholder extent arising from or as a result of the conduct of any business of the Company or such Transferred Subsidiaries other than the Consumables Business, other than those expressly contemplated in Section 2.3(a) (iii) through (viii); (iv) claims or Liabilities arising out of or otherwise with respect to or in connection with the Reorganization; (v) Liabilities relating to any Consumables Business Employee or Process Business Employee, whether or not arising under or in respect of any Company Plan, other than those expressly assumed by the Buyer and/or the applicable Designated Purchaser as set forth in Section 2.3(a) (viii) and Section 5.9(a); (vi) any Liability of the Company or any Affiliate (other than the Transferred Subsidiaries) of the Company for Taxes relating to any Pre-Closing Tax Period; (vii) Liabilities under or relating to Environmental Laws to the extent relating to events or conditions existing as of, or prior to, the Closing Date, other than routine maintenance or similar obligations in a principal amount not in excess the ordinary course of $189,609business; (viii) any Liability of the Company or its Subsidiaries to any broker, (g) finder or agent, including XX Xxxxx & Co., LLC, for any investment banking or brokerage fees, finder’s fees or commission with respect to the obligations transactions contemplated by Section 7.5(c)this Agreement; (ix) any Liability with respect to a claim for personal injury (including wrongful death) and/or property damage arising out of pre-Closing occurrences and based on product liability, and strict liability or other similar theories of recovery, whether arising in contract or tort or otherwise; (hx) those Liabilities of Seller relating any Liability with respect to the Business wrongful discharge claim in France by the Company’s former employee, which are reflected employee was an employee of Argonaut Technologies, A.G.; (xi) any Liability with respect to the mass spectrometer referred to in the Interim Financial Statements (the "Assumed Liabilities"Section 4.1(f)(1) and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming Company Disclosure Schedule; (xii) any other Liability which the MCI Liability or any liability Company has expressly agreed to retain pursuant to the provisions of Seller or the Shareholder, now existing or hereafter arising, for Taxes this Agreement other than this Article II; and (xiii) except to the extent expressly set forth on Schedule 2.3in Section 2.3(a) or elsewhere in this Agreement, and Liabilities relating to the term "Assumed Liabilities" shall not include any Acquired Businesses, the Transferred Assets, the Transferred Subsidiaries, the Transferred Shares, the Process Business, the Process Business Employees or the Consumables Business Employees or arising out of the sameoperation or ownership of the Acquired Businesses, the Transferred Subsidiaries or the Transferred Shares or the employment of the Consumables Business Employees or the Process Business Employees, in each case, prior to the Closing Date. The Liabilities retained by the Company and its Subsidiaries pursuant to this Section 2.3(b) are referred to herein as the “Excluded Liabilities”).

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) On the Transaction Date, Purchaser assumes the liabilities and obligations of the Seller in connection with the contracts and leases that form part of the purchased Assets. From the Transaction Date, Purchaser will have no liability for the use of the T-1 line servicing until such time as Purchaser vacates the premises located at 00 X Xxxxxxx Xx., Ste. 300 Seattle, WA 98104. Purchaser may utilize the existing telephone lines after the Transaction Date, but will be responsible for any line charges and telephone charges incurred in connection with the use of the lines. Purchaser will forthwith make arrangements to have its own telephone lines installed at Purchaser's new premises located at 000 0xx Xxx X XXX 000, Xxxxxxx, XX 00000. (b) After the Transaction Date. Purchaser will obtain its own T-1 line or alternative Internet connection. Purchaser will assume all trade accounts liabilities for all other business related services at the premises occupied by Purchaser; (c) Purchaser also assumes all Obligations of the Seller accruing after the Closing Date in respect of the purchased Assets, except that, Seller shall continue to be responsible for the lease payment of Gateway computers and the buyout of this lease at its expiration. (d) Purchaser shall sublet the current ITEX Seattle office at a cost of $8,700 payable in ITEX Trade Dollars per month, until Purchaser moves to its new location. Purchaser will not be charged any amount, if vacated by December 25th, 2003, and accrued expenses premises are completely empty of all furniture, inventory and other items. The premises must have phone and computer lines rolled up, carpets cleaned and left in original condition. Any charges incurred by Seller concerning the office will be passed on to Purchaser. (e) On the Transaction Date, Purchaser also assumes any liability of Seller that arose in with respect to any earned or accrued vacation pay or severance benefits to which the ordinary course of business of Seller and are Employees listed on Exhibit B may be entitled under federal or state law, as set forth in Paragraph 3.4 above; With respect to each of these Liabilities set forth in this Paragraph 3.5 or on Schedule C, Purchaser shall indemnify and hold harmless Seller from and against the Interim Financial Statements, (b) all trade accounts payable and accrued expenses full amount of any losses incurred by Seller that have arisen or arise with respect to claims based on the Liabilities. From time to time after the date of this Agreement, Purchaser shall, without further consideration, execute and deliver such other instruments and take such other action as Seller may reasonably request to carry out the Interim Financial Statements in terms and provisions of Purchaser's assumption of the ordinary course Liabilities. Purchaser assumes no obligation with respect to any other liabilities 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements any third party or arising in the ordinary course of business of Seller after the date of the Interim Financial Statements, (e) all obligations with respect 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 any liabilities to the Shareholder as of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) an individual or entity other than those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the samelisted above.

Assumption of Liabilities. Upon Except for the liabilities and subject obligations to the termsbe assumed by Buyer pursuant to Section 1.4, conditions, representations Buyer will not assume and warranties contained herein, Purchaser 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 will not be liable for any liabilities of Seller, (c) all obligations of Seller under the agreementsknown or unknown, contractscontingent or absolute, leases, licensesaccrued or other, and other arrangements referred to in the definition Purchased Assets shall be free of Assigned Contracts either (i) to furnish goods and services to another Person on and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Dateall liabilities, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c)obligations, and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no Liens other Liabilities of Sellerthan Permitted Liens. Without limiting the generality of the foregoingforegoing and except as otherwise provided above, Purchaser is except for the liabilities and obligations to be assumed by Buyer pursuant to Section 1.4, Buyer will not assuming be responsible for any of the MCI Liability following (collectively, the “Retained Liabilities”): (a) liabilities, obligations or debts of Seller, whether fixed, contingent or mixed and whether based on events occurring before or after the Closing, including without limitation those based on tort, contract, statutory or other claims or involving fines or penalties payable to any governmental authority; (b) liabilities, obligations or debts of Seller and its Subsidiaries (other than the Foreign Subsidiaries) for any Taxes; (c) liabilities or obligations of Seller to employees for salaries, bonuses or health and welfare benefits or with respect to any profit sharing, stock bonus, pension, retirement, stock purchase, option, bonus or deferred compensation plan or for any other benefits or compensation (including without limitation accrued vacation); (d) liabilities or obligations of Seller for employee severance payments or arrangements resulting from termination of Seller’s employees or any other liability imposed on Buyer under a successor liability theory under ERISA or other applicable Law with respect to pre-closing activities or liabilities of Seller; (e) liabilities or obligations of Seller relating to issuances of securities; (f) liabilities or obligations of Seller incurred in connection with distributions to shareholders or in connection with the liquidation of Seller; (g) any obligation of Seller to indemnify any Person (including any Seller Stockholders) by reason of the fact that such Person was a director, officer, employee, or agent of Seller or any of its Subsidiaries or was serving at the Shareholderrequest of any such entity as a partner, now existing trustee, director, officer, employee, or hereafter arisingagent of another entity (whether such indemnification is for judgments, for Taxes except damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement or otherwise); and (h) all costs and expenses of Seller with respect to the extent set forth on Schedule 2.3, Agreement and the term "Assumed Liabilities" shall not include transactions contemplated thereby; (i) liabilities or obligations of Seller under any Environmental Law; and (j) liabilities or obligations of Seller to pay any fee, commission or broker’s of finder’s fees in connection with this Agreement or any of the sametransactions contemplated hereby to any agent, broker, Person or firm acting on behalf of Seller, including without limitation the fees payable to Seller’s investment bankers, ThinkEquity Partners LLC.

Assumption of Liabilities. Upon (a) On and subject after the Closing Date, the Buyer shall be responsible for and hereby assumes and agrees to perform, pay and discharge the following liabilities, obligations and commitments of the Seller relating to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only Business (athe "Assumed Liabilities"): (i) all trade accounts payable and accrued expenses of the Seller that arose relating to the Business incurred in the ordinary course of business of Seller through the Closing Date, other than liabilities and are set forth in the Interim Financial Statementsliens for Taxes or deferred Taxes, (b) all trade accounts payable and accrued expenses of Seller that have arisen or arise after the date which are outstanding for more than three (3) months as of the Interim Financial Statements Closing Date and accounts payable that are contingent or are not fixed in amount as of the ordinary course of business of Seller, Closing Date; (cii) 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected continuing after the Closing under the Assumed Contracts set forth in Part 3.17(a) of the Interim Financial Statements Disclosure Schedule; (iii) all other liabilities and obligations of the "Seller specifically set forth in Part 2.2 of the Disclosure Schedule; and (iv) any liability in respect of product liability, product warranty and other claims and obligations respecting products and services as contemplated in Section 2.3(a). (b) The Buyer shall not at the Closing assume or agree to perform, pay or discharge, and the Seller shall remain unconditionally liable for, all obligations, liabilities and commitments, fixed or contingent, of the Seller other than the Assumed Liabilities"Liabilities including, but not limited to, all pre-Closing Date obligations and liabilities of the Seller, of any nature whatsoever. (c) Notwithstanding any provision herein to the contrary, the Buyer shall be solely liable for the prompt and no other full discharge of the Assumed Liabilities and also for any liabilities arising from, or in connection with the Assets acquired by the Buyer after the consummation of Seller. Without the transactions contemplated hereby. (d) For greater certainty, and without limiting the generality of Section 2.2(b), Seller shall remain liable for and shall pay, satisfy, discharge, perform and fulfill, all other obligations and liabilities of Seller which are not Assumed Liabilities existing, accrued or accruing (whether direct or indirect, known or unknown) as at the foregoingClosing (the "Excluded Liabilities"), Purchaser including, without limitation, the following obligations and liabilities: (i) any liability for Taxes payable, collectible or remittable by the Seller in respect of the Business and the Assets in respect of the period prior to the Closing Date, and, for greater certainty real property and other similar Taxes levied with respect to the Assets for a taxable period that includes but does not end on the Closing Date shall be apportioned between the Seller and the Buyer such that the Seller shall be liable for the amount determined by multiplying the Taxes to be apportioned by a fraction, the numerator of which is the number of days in the taxable period up to and including the Closing Date and the denominator of which is the total number of days in the period, and the Buyer shall be liable for the balance. (ii) any liability owing to any lender of the Seller, including without limitation, any bank overdrafts or bank indebtedness and any indebtedness or liabilities owing under any trust indenture, mortgage, promissory note, loan agreement, guaranty or other contract for the borrowing of money; (iii) any liability in respect of a Contract not assuming the MCI Liability or disclosed in this Agreement; (iv) any liability of Seller owing to Buyer or any Affiliate of Buyer; (v) any liability or obligation in respect of the Shareholder, now existing causes of action and grievances described in the Disclosure Schedules; (vi) any liability or hereafter arising, for Taxes except obligation relating to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include Excluded Assets; and (vii) any intercompany payables from Seller to any Affiliate of the sameSeller.

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) No liabilities of Crackle shall be assumed by the JV Entity except for the following (the “Crackle Assumed Liabilities”): (i) those liabilities arising in or specifically relating to periods, events or occurrences happening with respect to the Crackle Contributed Assets on or after the Closing Date; (ii) the accounts payable selected by CSSE in accordance with Section 1.2(c) below; (iii) those liabilities specifically provided for in Section 5.11, and (iv) any liabilities set forth on Schedule 1.2(a)(iv). Crackle will retain and pay, discharge, perform or otherwise satisfy, when due, all trade Crackle Excluded Liabilities. (b) No liabilities related to the CSSE VOD Business shall be assumed by the JV Entity except for those arising in or specifically relating to periods, events or occurrences happening with respect to the CSSE Contributed Assets on or after the Closing Date (or if such assets is contributed after the Closing Date in accordance with Annex H, on and after the date such asset is contributed to the JV Entity) (the “CSSE Assumed Liabilities”). CSSE will retain and pay, discharge, perform or otherwise satisfy, when due, all CSSE Excluded Liabilities. (c) Within three (3) Business Days after the Closing, Crackle shall deliver to CSSE and the JV Entity (i) a schedule of all accounts payable and accrued expenses owed by Crackle to CPE, its Affiliates, or its employees as of Seller that arose in the ordinary course of business of Seller and are set forth in the Interim Financial StatementsClosing Date, (bii) a schedule of all trade accounts receivable related to the Crackle VOD Business as of the Closing Date, and (iii) a schedule of all programming inventory associated with assigned content licenses included within the Crackle Contributed Assets together with the aggregate dollar amount reflecting the unamortized value of such content rights as of the Closing Date that are either prepaid or to be paid by Crackle or its Affiliates. CSSE shall have three (3) Business Days following delivery of such schedules to select by written notice to Crackle those accounts receivable (by name and amount), if any, and those accounts payable and accrued expenses of Seller (by name and amount), if any, to be assumed by the JV Entity; provided that have arisen or arise after the date aggregate amount of the Interim Financial Statements selected accounts receivable shall be equal to the aggregate amount of selected accounts payable and accrued expenses. Concurrently with the delivery of notice of its selections, CSSE shall cause the JV Entity to deliver a duly executed assignment and assumption agreement substantially in the ordinary course form of business of SellerAnnex G hereto with respect to such selected accounts. The JV Entity will thereafter pay or otherwise satisfy, (c) all obligations of Seller under the agreements, contracts, leases, licenseswhen and as due, and other arrangements referred in any event no later than thirty (30) days of any applicable due date, all accounts payable and accrued expenses selected and assumed pursuant to this Section 1.2(c). The JV Entity shall have ninety (90) days following delivery of the schedules to pay to Crackle in cash by wire transfer of readily available funds an amount equal to the aggregate dollar amount set forth in the definition of Assigned Contracts either (i) programming inventory schedule delivered by Crackle. CSSE hereby agrees to furnish goods and services to another Person on and after the Closing Date or (ii) to pay pay, for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date of the Interim Financial Statements, (e) all obligations to and an on behalf of former employees of Seller who become employees of Purchaser that arise in the ordinary course of business on JV Entity, all selected accounts payable and after the Closing Date, (f) Indebtedness of Seller to the Shareholder as accrued expenses and all or any portion of the Closing programming inventory dollar amount, in a principal amount each case, that are not properly and timely paid by the JV Entity in excess of $189,609, (g) the obligations contemplated by accordance with this Section 7.5(c1.2(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same.

Assumption of Liabilities. (a) Upon the terms and subject to the termsconditions set forth in this Agreement, conditionsat the Applicable Closing Date, representations and warranties contained hereinBuyer shall assume, Purchaser is assuming and agreeing to pay, perform and discharge when in due only course the following Liabilities (athe “Assumed Liabilities”): (i) all trade accounts payable and accrued expenses of Liabilities relating to the Applicable Purchased Assets (other than Liabilities caused or incurred by Seller that arose in prior to the ordinary course of business Applicable Closing Date); (ii) all Liabilities of Seller and are set forth its affiliates incurred after the Applicable Closing Date (other than Liabilities arising from events occurring prior to the Applicable Closing Date), arising with respect to events occurring after the Applicable Closing Date, under all SBG Contracts, other than Holdback Assets in existence as of such Applicable Closing Date, and real and personal property Leases included in the Interim Financial Statements, Purchased Assets; (biii) all trade accounts payable Liabilities with respect to Buyer Employees for which Buyer is responsible pursuant to Section 6.4 hereof, and accrued expenses of Seller that have arisen or arise all Liabilities incurred after the date Primary Closing Date (other than Liabilities arising from events occurring prior to the Primary Closing Date), with respect to Buyer Employees; (iv) all Liabilities for Taxes with respect to the Purchased Assets for which Buyer is liable pursuant to Sections 2.5 and 2.6 hereof and all Liabilities with respect to any Tax that may be imposed by any Governmental Authority or Taxing Authority on the ownership, sale, operation or use of the Interim Financial Statements in Applicable Purchased Assets after the ordinary course Applicable Closing Date to the extent arising out of business of Seller, events occurring after the Applicable Closing Date; (cv) all obligations Liabilities that Buyer or any 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 its affiliates has assumed or (ii) agreed to pay for goods and services that another Person or be responsible for, or will furnish assume or agree to it after the Closing Datepay for or be responsible for, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 pursuant to the Shareholder as of the Closing in a principal amount not in excess of $189,609, Ancillary Agreements; and (gvi) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without without limiting the generality of the foregoing, Purchaser is not assuming all Liabilities arising out of the MCI Liability ownership (other than with respect to Liabilities caused or incurred by Seller prior to Closing), sale, operation, use or condition of the Applicable Purchased Assets after the Applicable Closing Date, including all Liabilities in respect of any liability of Actions against Seller or its affiliates that arise out of the Shareholderownership (other than Liabilities arising from events occurring prior to the Applicable Closing Date), now existing sale, operation, use or hereafter arisingcondition of the Applicable Purchased Assets after the Applicable Closing Date, for Taxes except to the extent set forth on Schedule 2.3Buyer is expressly indemnified for such Liabilities pursuant to the terms of this Agreement. Notwithstanding the foregoing, and the term "Assumed Liabilities" Liabilities shall not include any of the sameRetained Liabilities. (b) Buyer shall take, or cause to be taken, all actions reasonably necessary to cause the assumption on the Applicable Closing Date by Buyer of the Assumed Liabilities, including, without limitation, the execution and delivery at each such time of the applicable Assumption Agreement.

Assumption of Liabilities. Upon the transfer of the Transferred Assets on the Closing Date in accordance with this Agreement, Buyer shall, by an Assumption Agreement, including the Guaranty attached thereto, in the form attached as Exhibit A (the "Assumption Agreement"), assume and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing agree to pay, perform discharge or perform, as appropriate, the following liabilities and discharge when due only obligations of the Seller and the Seller Subsidiaries (the "Assumed Liabilities"): (a) all trade liabilities and obligations of the Seller and the Seller Subsidiaries, including 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or liabilities arising in the ordinary course of business of Seller after the date business, in respect of the Interim Financial StatementsBusiness to the extent reflected on the Net Assets Statement; (b) all liabilities and obligations of the Seller and the Seller Subsidiaries in respect of the agreements, contracts, commitments and leases which are Transferred Assets, including the Collective Bargaining Agreements (as that term is defined in Section 4.20(b)); provided, however, that the Buyer shall not assume or agree to pay, discharge or perform any liabilities or obligations arising out of any breach by the Seller and the Seller Subsidiaries of any provision of any such agreement, contract, commitment or lease, including but not limited to liabilities or obligations arising out of the failure of the Seller or the Seller Subsidiaries to perform any agreement, contract, commitment or lease in accordance with its terms prior to the Closing; (c) subject to Section 2.2(k), all liabilities and obligations of the Seller and the Seller Subsidiaries in respect of customer returns and customer warranty claims for products sold by the Seller or the Seller Subsidiaries on or prior to the Closing Date; (d) product liability and similar claims for injury to person or property (including death), regardless of when made or asserted, in connection with any products included in Inventory as of the Closing; and (e) all liabilities and obligations to and on behalf in respect of former employees of Seller who become employees of Purchaser that arise (i) Unknown Environmental Conditions (as defined in the ordinary course Environmental Agreement attached as Exhibit E), but, with respect to such matters becoming known within twenty- four (24) months of business on the Closing Date, only to the extent that such liabilities and obligations in respect of Unkown Environmental Conditions are in excess of $1,500,000, and (ii) Known Environmental Conditions (as defined in the Environmental Agreement) for which Claims (as defined in the Environmental Agreement) are made beyond 10 years after the Closing Date, . (f) Indebtedness of Seller liabilities and obligations assumed by Buyer pursuant to the Shareholder as of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller9. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same.2.2

Assumption of Liabilities. Upon Except with respect to any liabilities that transfer to Purchaser pursuant to Applicable Law or as otherwise specifically provided in this Article VI, effective as of the Closing, Seller and subject the Seller Subsidiaries shall retain sole liability and responsibility for all employment and employee benefits-related liabilities, obligations, claims and losses incurred, or arising out of a period ending, on or prior to the termsClosing that relate to the Business Employees (or any dependent or beneficiary of any Business Employee). Except as specifically provided in this Agreement, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) all trade accounts payable and accrued expenses effective as 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 following the Interim Financial Statements in the ordinary course of business of SellerClosing Date, (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 Purchaser shall assume and services to another Person be solely responsible for all employment and employee benefits-related liabilities, obligations, claims and losses that are incurred and payable on and or after the Closing Date Closing, which liabilities, obligations, claims and losses are incurred or (ii) to pay for goods and services that another Person will furnish to it arise out of a period ending on or after the Closing Date, and that relate to any Transferred Employee (dor any dependent or beneficiary of any Transferred Employee), (ii) all Indebtedness Seller and the Seller Subsidiaries shall have no liability with respect to any Transferred Employee (or any dependent or beneficiary of Seller any Transferred Employee) that relates to The Chase Manhattan Banksuch Transferred Employee’s employment with Purchaser or any of its affiliates, N.A. reflected (iii) except with respect to any liabilities that transfer to Purchaser pursuant to Applicable Law or as otherwise specifically provided in the Interim Financial Statements this Article VI, neither Purchaser nor any of its affiliates shall have any liability or responsibility for any employment and employee benefits-related liabilities, obligations, claims and losses incurred, or arising in out of a period ending, prior to the ordinary course Closing that relate to the Business Employees (or any dependent or beneficiary of business any Business Employee). For the avoidance of Seller after the date of the Interim Financial Statementsdoubt, (e) provided that Purchaser complies with all its obligations to under this Agreement and on behalf of except as required by Applicable Law, Purchaser and its affiliates shall have no liability or obligation whatsoever for Business Employees who do not become Transferred Employees or for any 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller their beneficiaries or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the samedependents).

Assumption of Liabilities. Upon On the terms and subject to the termsconditions set forth in this Agreement, conditions, representations from and warranties contained hereinafter the Closing, Purchaser is assuming will assume and agreeing to pay, perform perform, discharge and discharge when due only (a) all trade accounts payable and accrued expenses be responsible solely for the following liabilities of Seller that arose (the "ASSUMED LIABILITIES"): (1) The assumption of secured indebtedness incurred in the Cases pursuant to the $135 million debtor-in-possession financing facility, as previously or hereafter amended (the "DIP Facility") entered into by Seller on the Filing Date and approved by the Bankruptcy Court (the "ASSUMED INDEBTEDNESS"), which shall be paid by Purchaser on the Closing Date, or such later date to which the lenders under the DIP Facility shall consent. (2) The payment of an amount of Administrative Expenses and Priority Unsecured Claims (including, without limitation, accrued and unpaid expenses) not to exceed the amount of Administrative Expenses and Priority Unsecured Claims which would cause the Actual Net Asset Value to be less than $(28,575,000). Purchaser shall have the right to review and/or dispute any and all of such Administrative Expenses or Priority Unsecured Claims. Such Administrative Expenses and Priority Unsecured Claims shall be paid by Seller prior to the Closing Date or by Purchaser after the Closing Date in the ordinary course when they become due according to their terms. (3) Ordinary course trade payables and other expenses directly and solely relating to the operation of business of Seller and are set forth the Business from the Effective Date to the Closing Date shall not be taken into account in the Interim Financial Statements, (b) all trade accounts payable and accrued expenses calculation of Actual Net Asset Value. Such Administrative Expenses shall be paid by Seller that have arisen prior to the Closing Date or arise by Purchaser after the date of the Interim Financial Statements Closing Date in the ordinary course when they become due according to their terms. (4) Payment of business of Seller, the difference between (cx) all severance obligations due and owing with respect to employees of Seller under as of the agreementsdate hereof, contractsincluding without limitation Transferred Employees, leases, licenses, and other arrangements referred who are terminated prior to in the definition of Assigned Contracts either six (i6) to furnish goods and services to another Person on and months after the Closing Date (or nine (ii9) months in the case of IT Transferred Employees) (including approximately $1,600,000 for Aisle 3 employees and persons terminated prior to the Effective Date), less (y) $4,600,000. All other severance obligations shall be included in the calculation of Actual Net Asset Value. Severance obligations arising from the termination of Transferred Employees more than six (6) months after the Closing Date (or nine (9) months in the case of IT Transferred Employees) shall be the obligation of Purchaser. (5) The assumption of employee benefits of Transferred Employees, (including sick pay, personal days, pension and vacation pay); PROVIDED, HOWEVER, that the amount of accrued vacation pay as of the Effective Date shall be included in the calculation of the Actual Net Asset Value, and, for goods and services that another Person will furnish purpose, the amount of such accrued vacation pay of Transferred Employees as of the Effective Date shall be fixed at $1,000,000. Except as otherwise expressly provided for herein, Purchaser shall not assume any other Liabilities of the Seller, including but not limited to it any claims arising prior to the Filing Date or after the Closing Date, . Nothing contained in paragraph (d2) all Indebtedness above shall constitute an assumption of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities any particular liabilities of Seller. Without limiting the generality of the foregoingRather, Purchaser is not assuming merely agreeing to pay a specified amount of Seller's Administrative Expenses and Priority Unsecured Claims, and no more. In the MCI Liability or any liability event that the actual Administrative Expenses and Priority Unsecured Claims of Seller or exceeds the Shareholder, now existing or hereafter arising, for Taxes except to amount of the extent maximum payment obligation of Purchaser set forth on Schedule 2.3in paragraph (2) above, such claims and related liabilities shall be the term "sole and exclusive responsibility of Seller and Purchaser shall not be liable for payment of any such claims. All liabilities and obligations of Seller of whatever kind and nature, known or unknown, fixed or contingent, accrued or unaccrued, other than the Assumed Liabilities, are hereinafter referred to as the "EXCLUDED LIABILITIES." Purchaser shall not include assume or pay, perform, discharge or be responsible for any of the sameExcluded Liabilities.

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) all trade accounts payable and accrued expenses of Seller that arose Subject to Section 2.2(b), 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 partial consideration of the Interim Financial Statements in transfer to Purchaser of the ordinary course Acquired Assets, Purchaser, at the Closing, shall assume, and thereafter pay, fulfill, perform or otherwise discharge when due, all of business of Seller, (c) all the following liabilities and obligations of Seller under the agreementsSellers relating to or attributable to the Acquired Businesses or the Acquired Assets as of the Closing Date, contractswhether actual or contingent, leasesliquidated or unliquidated, licensesknown or unknown, and other arrangements referred to in no others (collectively, the definition of Assigned Contracts either "Assumed Liabilities"): (i) all liabilities and obligations relating to furnish goods and services to another Person the period on and after the Closing Date under the Assumed Contracts and the Real Property Leases which are validly assigned to Purchaser whether or not there are any written contracts or agreements with respect thereto; (ii) all liabilities and obligations relating to pay for goods the period on and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in Date under the Interim Financial Statements Permits held by or arising in the ordinary course of business of Seller after the date of the Interim Financial Statements, (e) all obligations to and on behalf of former employees Sellers, which are validly assigned to Purchaser; (iii) all liabilities and obligations relating to the period on and after the Closing Date under or arising from the Permitted Liens; (iv) those certain liabilities and obligations to or for the benefit of Seller who become employees the Transferred Employees provided in Article VII (including, to the extent deducted in computing Non-Cash Working Capital, accrued vacation); (v) in respect of Purchaser that arise in the ordinary course sales of business Products on and after the Closing Date, all obligations and liabilities with respect to billbacks, promotions, coupons or other marketing programs or initiatives instituted by Sellers that are in effect at Closing (fcollectively, "Promotions"); (vi) Indebtedness of Seller subject to Purchaser's rights under Article X with respect to Section 3.14, all refunds, returns, replacement, deductions, warranty claims, obligations and liabilities (A) relating to Products sold or manufactured by the Acquired Businesses prior to the Shareholder as Closing, including without limitation, any such liabilities or obligations deducted in computing Non-Cash Working Capital or (B) which arise from Inventory held on the Closing Date; (vii) subject to Purchaser's rights under Article X with respect to Section 3.14, any liability or obligation relating to, resulting from or arising out of claims for personal injury of any kind or death or property damage related to the use of or exposure to Products manufactured by the Acquired Businesses prior to the Closing Date, including without limitation, any such liabilities or obligations deducted in computing Non-Cash Working Capital; (viii) subject to Purchaser's rights under Article X with respect to Section 3.11 and Section 3.22, any liability or obligation relating to, resulting from or arising out of claims (A) that the Acquired Businesses were operated prior to the Closing in a principal amount not violation of, or that the use, operation or condition of any of the Acquired Assets failed to comply with, any statute, law, rule, regulation, ordinance, decree or order applicable thereto or (B) that are within the scope of the representations and warranties set forth in excess of $189,609, Section 3.22; and (gix) the obligations contemplated by accrued expenses described in Schedule 1.0 to the extent such expenses are included in the computation of Non-Cash Working Capital. (b) Notwithstanding anything to the contrary in Section 7.5(c2.2(a), neither Purchaser nor Holdings shall assume, or in any way be liable or responsible for, any of the following liabilities and obligations of Sellers, whether actual or contingent, liquidated or unliquidated, known or unknown (hthe "Excluded Liabilities"): (i) any profit or loss of Sellers derived from the sale provided for by this Agreement; (ii) any liabilities or obligations of Sellers other than those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements Acquired Businesses; (the "Assumed Liabilities"iii) and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability or obligation under Contracts or Permits of Seller Sellers or the Shareholder, now existing or hereafter arising, for Taxes Real Property Leases that are not validly assigned to Purchaser; (iv) except to the extent deducted in computing Non-Cash Working Capital as contemplated by Sections 2.2(a) (iv), (vi) and (vii), any accounts payable or accrued expenses of, or relating to, the Acquired Businesses for any period prior to the Closing Date; (v) any intercompany debt or other liability or obligation between the Acquired Businesses and any of the Sellers or any Affiliate of Sellers; (vi) subject to Article VII, any liability or obligation of Star-Xxxx to Transferred Employees arising prior to the Closing Date which is not deducted in computing Non-Cash Working Capital; (vii) in respect of sales of Products prior to and including the Closing Date, all obligations and liabilities with respect to Promotions instituted by Sellers not deducted in computing Non-Cash Working Capital; (viii) except as provided in Sections 2.6(e) and 11.15, any liability of Sellers or Heinz (including any obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary tax basis with respect to a group of persons that includes or included Sellers or Heinz), for any Taxes, whether incurred, accrued or assessed prior to, on, or after the Closing Date; (ix) any liability of Sellers arising out of activities undertaken by Sellers or incurred by Sellers subsequent to the Closing Date; (x) all liabilities and obligations relating to the Excluded Assets; (xi) all liability with respect to any of the matters set forth on Schedule 2.33.10; (xii) any liability pertaining to an event which occurred on or before the Closing Date to the extent of payments actually received by Sellers from Seller's insurance net of costs and expenses incurred by Sellers in connection therewith; or (xiii) except as provided in Section 2.6(e) and 11.15, and any tax liability of Sellers or their Affiliates whether or not relating to the term "Assumed Liabilities" shall not include any use or ownership of the sameAcquired Assets or the operation of the Acquired Businesses for periods ending on or prior to the Closing Date. (c) After the Closing, Purchaser shall be solely responsible for (i) except as is otherwise set forth in Article VII, any liability or obligation to Transferred Employees arising from Purchaser's hiring or termination of such employees and (ii) any other liability or obligation arising from its or Holding's use or operation of the Acquired Businesses or the Acquired Assets.

Assumption of Liabilities. Upon the terms and subject to the terms, conditions, representations and warranties conditions contained herein, Purchaser is assuming at the Closing, Buyer shall assume the following, and agreeing to payonly the following, perform and discharge when due only Liabilities of Seller (the “Assumed Liabilities”): (a) all trade accounts payable set forth on the Balance Sheet or incurred after the Balance Sheet Date but prior to the Closing, in the ordinary course of business, but excluding any intercompany accounts payable, and in each case, only to the extent such payable is included on the Closing Balance Sheet; (b) accrued expenses set forth on the Balance Sheet or incurred after the Balance Sheet Date but prior to the Closing, in the ordinary course of Seller that arose business, and in each case, only to the extent such accrued expense is included on the Closing Balance Sheet; (c) accrued compensation and vacation set forth on the Balance Sheet or incurred after the Balance Sheet Date but prior to the Closing, in the ordinary course of business of Seller and are in each case, only to the extent such accrued compensation or vacation is included on the Closing Balance Sheet; (d) notes payable set forth in on the Interim Financial StatementsBalance Sheet, but only to the extent such note payable is included on the Closing Balance Sheet; (be) all trade accounts payable and accrued expenses of Seller that have arisen accruing, arising out of, 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 relating to in the definition of Assigned Contracts either (i) to furnish goods and services to another Person on and events or occurrences happening after the Closing Date or under (i) the Assumed Leases, (ii) Contracts listed on Schedule 4.7 and including those identified on Schedule 2.9, and (iii) Contracts which are not listed on Schedule 4.7 but which Buyer, in its sole discretion, elects to pay accept and assume, but in each case not including any Liability for goods and services that another Person will furnish any Default under any Contract or Assumed Lease occurring on or prior to it the Closing Date; (f) the Mortgage; (g) any Tax arising from the operation of the Business for periods (including portions of Taxable periods) beginning after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and ; and (h) those Liabilities in respect of Seller relating Rehired Employees to the Business extent expressly assumed by Buyer pursuant to Section 6.6. The assumption by Buyer of the Assumed Liabilities shall not expand the rights or remedies of any third party against Buyer or Seller as compared to the rights or remedies which are reflected in such third party would have had against Seller had Buyer not assumed the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoingpreceding sentence, Purchaser is not assuming the MCI Liability or any liability assumption by Buyer of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" Liabilities shall not include create any of the samethird party beneficiary rights.

Assumption of Liabilities. Upon (a) At the Closing, as additional consideration for the purchase of the Purchased Assets, the Purchaser shall assume and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing agree to pay, perform and discharge discharge, or perform, as appropriate, 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 following Liabilities of the Interim Financial Statements in Seller (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“Assumed Liabilities”) to furnish goods and services to another Person on and after the Closing Date extent that such Liabilities first arise or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 accrue on and after the Closing Date, relate to the period on and after the Closing Date and are not included in the Excluded Liabilities: (fi) all Liabilities for (A) Taxes relating to the Transferred Locations, the Purchased Assets or the Assumed Liabilities on or after the Closing Date, (B) Taxes for which the Purchaser is liable pursuant to Section ‎5.5(b) and Section ‎9.15, and (C) Taxes under any Sublease relating to the Post-Closing Period; (i) all Liabilities (including claims made for environmental matters) arising out of or relating to the Purchaser’s (A) operation of the stores located at the Transferred Locations and (B) ownership and use of the Purchased Assets on or after the Closing; and (i) the Liabilities related to the Leases to the extent expressly set forth in any Sublease. (a) Notwithstanding anything in this Agreement or any other agreement or instrument entered into in connection herewith to the contrary, and regardless of any disclosure by the Seller, the Seller shall retain and remain responsible for paying, performing and discharging when due, and the Purchaser shall not assume or otherwise be responsible for, all Liabilities of the Seller and its Affiliates other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including but not limited to the following: (i) all Liabilities arising out of or relating to (A) the operation of the Transferred Locations or (B) the ownership or use of the Purchased Assets, in each case prior to the Closing Date; (ii) any and all Seller Taxes; (iii) all Liabilities arising out of or relating to the Excluded Assets, in each case whether arising prior to, on or after the Closing Date; (iv) any Liabilities related to the Leases prior to the Closing Date except as may be expressly set forth otherwise in any Sublease; (v) all Indebtedness of Seller the Seller; (vi) all Liabilities arising out of or relating to the Shareholder employment or engagement, potential employment or engagement or termination of employment or engagement of any Person (including the Seller Employees) by the Seller in respect of any period prior to the Closing, including all Liabilities arising from (A) the misclassification of any employee as exempt from the requirements of the Fair Labor Standards Act or analogous applicable Laws of any state, (B) the misclassification of any employee as an independent contractor, (C) collective bargaining agreements or other agreements with a labor union or equivalent organization or (D) a “plant closing” or a “mass layoff” (as such terms are defined in the WARN Act) or other transaction, layoff, reduction in force or employment terminations sufficient in number to trigger application of the WARN Act or any similar state laws, in each case with respect to the Transferred Locations. (vii) all Liabilities arising out of or relating to any employee benefit or compensation plan, program, policy, agreement or arrangement (whether or not subject to ERISA) sponsored, maintained or contributed to by the Seller or any of its current or former ERISA Affiliates, including (A) all Liabilities arising under or with respect to any of the Employee Benefit Plans, Title IV of ERISA or Section 302 of the Code, (B) all salaries, wages, commissions, bonuses (including any bonuses due in connection with the Transaction or for any period prior to or including the Closing Date), deferred compensation, vacation pay and other paid time off and other employee benefits of any nature that are payable or owed to any current or former employee or independent contractor of the Seller (including the Seller Employees) in respect of services rendered, or welfare benefit claims incurred (including any claims incurred but not reported), prior to or as of the Closing in a principal amount not in excess of $189,609Date, (gC) all Liabilities (including severance and related obligations) arising out of, relating to or in respect of the obligations contemplated by Section 7.5(c)termination of any employee or independent contractor of the Seller prior to or at the Closing, including all Liabilities arising under the obligation to provide health care “continuation coverage” to such individuals and their covered dependents under the health plans of the Seller, the Purchaser or any of their Affiliates with respect to all qualifying events under COBRA that occur prior to or as of the Closing, and (hD) those all Liabilities of Seller relating for workers’ compensation and short- or long-term disability claims that relate to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality events occurring prior to or as of the foregoingClosing; (viii) all Liabilities arising prior to or as of the Closing to indemnify, Purchaser is not assuming reimburse or advance amounts to any current or former director, officer, manager, shareholder, employee, independent contractor or other agent of the MCI Liability or any liability Seller; and (ix) all obligations of the Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, under this Agreement and the term "Assumed Liabilities" shall not include any of the sameAncillary Agreements to which it is a party.

Assumption of Liabilities. Upon On and subject to the termsterms and ------------------------- conditions of this Agreement, conditionsat the Closing Buyer agrees to assume and become responsible for the following Liabilities ("Assumed Liabilities"), representations and warranties contained herein, Purchaser is assuming and agreeing but will not otherwise assume or have any responsibilities with respect to pay, perform and discharge when due only obligations or liabilities of Seller. (a) all trade accounts payable and accrued expenses Liabilities of Seller that arose set forth on Schedule 2.3, as such may be adjusted to reflect changes in the ordinary scheduled liabilities arising in the normal course of business from October 31, 2001 to December 31, 2001, such adjustments to include a downward adjustment for those employee liabilities relating to Seller's employees who are not hired by Buyer and reasonable adjustments arising from Buyer's due diligence review of Seller and are set forth in the Interim Financial Statements, such liabilities; and (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 agreementsContracts listed on Schedule 2.2 (g) arising following the Closing Date; Provided, contractshowever, leases, licenses, and other arrangements referred to in that the definition of Assigned Contracts either Assumed Liabilities shall not include: (i) to furnish goods and services to another Person on and after the Closing Date or ----------------- any Liability of Seller for Taxes; (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness any obligations of Seller arising prior to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 Date with the exception of those liabilities listed in a principal amount not in excess of $189,609, Schedule 2.3; (giii) the obligations contemplated by Section 7.5(c), and (h) those Liabilities any obligation of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality indemnify any person or entity by reason of the foregoingfact that such person or entity was a director, Purchaser is not assuming the MCI Liability officer, employee, or any liability agent of Seller or was serving at the Shareholderrequest of Seller as a partner, now existing trustee, director, officer, employee, or hereafter arisingagent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise); and (iv) any Liability of Seller for Taxes except to the extent set forth on Schedule 2.3, costs and expenses incurred in connection with this Agreement and the term "Assumed Liabilities" shall not include any of the sametransactions contemplated hereby.

Assumption of Liabilities. Upon and subject Subject to the termsterms and conditions of this Agreement, conditions, representations and warranties contained hereinon the Closing Date, Purchaser is assuming agrees to irrevocably assume and agreeing become exclusively responsible for all of the following Liabilities of Seller related to paythe Business pursuant to the Xxxx of Sale (collectively, perform and discharge when due only the “Assumed Liabilities”): (a) all trade accounts payable Liabilities arising under the Assigned Contracts, the Real Property Leases and accrued expenses the Personal Property Leases, to the extent arising following the close of Seller that arose in Business on the ordinary course of business of Seller Closing Date and are set forth in the Interim Financial Statementswhich do not constitute a Liability relating to a breach under such Assigned Contracts, Real Property Leases or Personal Property Leases prior to Closing; (b) all trade accounts payable without duplication, to the extent owing as of the close of business on the Closing Date, the Accounts Payable listed on Schedule 2.3(b) and accrued expenses of Seller that have arisen or arise any other Accounts Payable arising after the date of the Interim Financial Statements hereof in the ordinary course Ordinary Course of business of Seller, Business; and (c) all obligations other Liabilities arising out of Seller under or relating to the agreements, contracts, leases, licenses, and other arrangements referred to in operation of the definition Business or the ownership of Assigned Contracts either (i) to furnish goods and services to another Person the Purchased Assets by Purchaser on and after the Closing Date or (ii) that do not pertain to pay for goods and services that another Person will furnish the period prior to it after the Closing Date, (d) all Indebtedness . All Liabilities of Seller or the Business or relating to The Chase Manhattan Bankthe Purchased Assets, N.A. reflected including, but not limited to (1) any liabilities or obligations associated with the Employee Benefits Plans and any other employee plans, programs or arrangements maintained or contributed to by Parent or Seller, or as to which Parent or Seller has or could reasonably be expected to have any outstanding liability to or in the Interim Financial Statements respect of or obligation under, including but not limited to liabilities arising in the ordinary course of business of Seller after the date out of the Interim Financial Statementsestablishment of, maintenance of, operation of, withdrawal from or termination of any such Employee Benefit Plans by Parent, Seller or any person with which Parent or Seller is required to be treated as a single employer under Section 4001(b) of ERISA, and (e2) 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 certain Restated Employee Leasing Agreement made as of the Closing in 1st day of January, 2008 by and between (A) Century II Staffing, Inc., a principal amount not in excess of $189,609, Tennessee corporation (g) the obligations contemplated by Section 7.5(c“Century II”), and (hB) those Liabilities Seller and The Bode Technology Group, Inc. (a division of Seller relating to the Business which are reflected in the Interim Financial Statements Parent), collectively (the "Employee Leasing Agreement"), other than the Assumed Liabilities (the “Excluded Liabilities"”) and no other Liabilities of Seller. Without limiting the generality of the foregoing, are expressly not assumed by Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except pursuant to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the samethis Agreement.

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) The Assets shall be sold and conveyed to Buyer free and clear of 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 Liens except Permitted Liens. On and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the First Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date of the Interim Financial Statements, (e) all obligations to Buyer will assume 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) discharge only those Liabilities liabilities of Seller relating to the Business First Closing Assets and which are reflected (i) set forth in the Interim balance sheet included in the Most Recent Financial Statements, (ii) those liabilities incurred in the Ordinary Course of Business since the date of the balance sheet included in the Most Recent Financial Statements and on or prior to the First Closing Date and (iii) those liabilities specified on Schedule (collectively, the "First Closing Assumed Liabilities"). In addition, Buyer will assume and discharge only those liabilities of Seller relating to the Assets acquired at and as of each Subsequent Closing and which arise after such Subsequent Closing (the "Subsequent Closing Assumed Liabilities" and with the First Closing Assumed Liabilities, the "Assumed Liabilities"). (b) and Except as set forth in Section 2.3(a), Buyer hereby assumes no other Liabilities liabilities of Seller (including, without limitation, liabilities, claims or actions alleging or relating to any tort, product liability, environmental liability, taxes, or breach of contract or otherwise seeking damages and relating to the operation of the Seller's Business prior to the First Closing Date, liabilities arising from or related to a violation or claimed violation by Seller of any Environmental Laws between the First Closing Date and any applicable Subsequent Closing Date and liabilities arising from or relating to the Excluded Assets) (the liabilities of Seller which are not assumed by Buyer pursuant to this Agreement are hereinafter collectively referred to as the "Non-Assumed Liabilities"). Without limiting the generality of this Section 2.3(b) and notwithstanding any other provision hereof, each of the foregoingfollowing is a Non-Assumed Liability of Seller which Buyer does not assume: (i) any of Seller's obligations hereunder; (ii) any liability of Seller arising from, Purchaser or in connection with, the conduct of the Seller's Business or the ownership of the Seller's Business or the Assets by Seller prior to the consummation of the transactions contemplated hereby which is not assuming an Assumed Liability, including, without limitation, any such liabilities arising by reason of any violation or claimed violation by Seller, of any federal, state or local law, rule, regulation, ordinance or any requirement of any Governmental Body, other than any such liability which Buyer has expressly assumed as an Assumed Liability; (iii) any liability of Seller arising from or related to any violation or claimed violation of any Environmental Laws by Seller relating to Seller's Business or the MCI Liability Assets; (iv) any liability of Seller relating to the Excluded Contracts; provided, however, Buyer will assume the accrued but unpaid incentive payments owed to Xxxxx X. Xxxxx pursuant to Section 9 of the Independent Contractor Agreement between Seller and Xxxxx X. Xxxxx Co., Inc. dated January 1, 1990 if, but only if, such amounts are set forth on the balance sheet included in the Most Recent Financial Statements; (v) any liability of Seller for income or franchise taxes not reflected on the balance sheet included in the Most Recent Financial Statements other than as provided in Schedule 2.3(a); (vi) any liabilities of Seller related to or arising from the Excluded Assets; (vii) any liability of Seller arising out of or related to past, present or future litigation involving Seller or Seller as the owner and operator of the Seller's Business, if the relevant cause of action accrues before the First Closing Date; (viii) except as otherwise provided in Section 6.8 hereof, any liability arising out of the employment or termination of employment prior to the First Closing Date of any person employed by Seller in the Seller's Business; (ix) any liability of Seller or the Shareholderany present or former director or officer of Seller arising from any claim, now existing action or hereafter arisingproceeding, for Taxes except including, without limitation, any derivative action, brought by or on behalf of any present or former holder of any debt or equity security of Seller or by any lender to Seller, including, without limitation, any liability arising from any indemnification, reimbursement or advance in connection therewith accruing prior to the extent set forth on Schedule 2.3First Closing Date; and (x) any other liability of Seller which is not an Assumed Liability under Section 2.3(a). (c) Notwithstanding any provision herein to the contrary, Buyer shall be solely liable for the prompt and the term "Assumed Liabilities" shall not include any full discharge of the sameAssumed Liabilities (the "Buyer's Post-Closing Liabilities").

Assumption of Liabilities. Upon and subject to As of the terms, conditions, representations and warranties contained hereinPrimary Closing, Purchaser is assuming shall assume and agreeing agree to pay, perform and discharge when the following as they become due only (a) for all trade accounts payable periods from 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 Primary Closing, to the ordinary course of business of Seller, extent not previously performed or discharged: (ci) all obligations of Seller which accrue and are to be performed from and after the Primary Closing under the agreementsthose permits, contractsauthorizations, licenses, leases, rights of way, easements and other agreements related to the Business listed on SCHEDULES 2.01(a), 2.01(c) and 2.01(d); and (ii) all other obligations of Seller entered into during the period from the date hereof to the Primary Closing by Seller and identified to and consented by Purchaser and specifically assumed by Purchaser at the Primary Closing (all of such permits, authorizations, licenses, leases, rights of way, easements and other arrangements agreements referred to in the definition of Assigned Contracts either items (i) to furnish goods and services to another Person on and after the Closing Date or (ii) being referred to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 hereinafter as of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller). Without limiting the generality of the foregoingPurchaser shall not be liable for any liabilities, Purchaser is not assuming the MCI Liability debts, contracts, agreements, including without limitation any contracts or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent agreements set forth on Schedule 2.32.02, or other obligations of Seller of any nature whatsoever other than the Assumed Liabilities and it is expressly understood that Purchaser shall not assume, and shall not be liable for any of Seller's expenses or obligations relating to or accruing by reason of the term proceedings relating to the FCC Authorization in FCC CC Docket 91-142 (the "Algreg Proceeding"), including any obligations relating to any settlement thereof (such other liabilities, debts, contracts, agreements or other obligations of Seller other than the Assumed Liabilities being referred to as the "Non-Assumed Liabilities" shall not include any of the same").

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) all trade accounts payable Subject to the terms and accrued expenses conditions of Seller that arose in the ordinary course of business of Seller and are set forth in the Interim Financial Statementsthis Agreement, (b) all trade accounts payable and accrued expenses of Seller that have arisen or arise after the date as of the Interim Financial Statements in Closing Date, the ordinary course Acquiror agrees to assume, satisfy, perform, pay and discharge each of business of Seller, the following Liabilities (c) all obligations of Seller under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Assigned Contracts either "Assumed Liabilities"): (i) all Liabilities arising out of any product liability, breach of warranty or similar claim for injury to furnish goods person or property asserted on or after the Closing Date, which resulted from the use or misuse of the Product sold on or after the Closing Date (including all proceedings relating to any such liabilities); (ii) all Liabilities of the Elan Companies under the Assumed Contracts, but only to the extent such Liabilities arise from any event, circumstance or condition occurring in a period (or portion thereof) after the Closing; (iii) all Liabilities arising out of the return of the Product sold on or after the Closing Date, which are claimed on or after the Closing Date; (iv) all Liabilities arising out of any Chargebacks, Medicaid Rebates, Price Protection Payments or any other post-sale rebates, refunds, price adjustments or other similar credits or liabilities relating to the Product either (A) sold on or prior to the Closing Date which are claimed on or after the Closing Date, and services to another Person that are based on and practices introduced on or after the Closing Date or (iiB) to pay for goods and services that another Person will furnish to it sold after the Closing Date, ; (dv) all Indebtedness Liabilities for Taxes arising out of Seller or relating to, directly or indirectly, the Purchased Assets (including the Product) or the ownership, sale or lease of any of the Purchased Assets, other than the Excluded Tax Liabilities, and other than all liabilities for transfer Taxes for which the Acquiror is responsible pursuant to The Chase Manhattan Bank, N.A. reflected in Section 4.03; (vi) all Liabilities arising out of user or other similar fees payable to the Interim Financial Statements FDA or arising in other Governmental or Regulatory Authority to the ordinary course extent that such fees are payable on account of business the operation of Seller the Business on or after the date Closing Date (and to the extent that the Elan Companies have paid any such fee prior to the Closing Date, the Acquiror shall promptly reimburse Elan Companies for such payment); and (vii) all other Liabilities arising out of or relating to, directly or indirectly, the Purchased Assets (including the Product), the ownership, sale or lease of any of the Interim Financial StatementsPurchased Assets, or any Assumed Liabilities, but only to the extent such Liabilities arise from any event, circumstance or condition occurring in a period (eor portion thereof) after the Closing. (b) Subject to the terms and conditions of this Agreement, the Acquiror also agrees to assume, satisfy, perform, pay and discharge each of the following Liabilities (the "Plant Liabilities," which shall also constitute Assumed Liabilities): (i) all obligations Liabilities of the Elan Companies under the Plant Contracts and the Supply Contracts, but only to the extent such Liabilities arise from any event, circumstances or condition occurring in a period (or portion thereof) after the Closing; (ii) all Liabilities for Taxes directly arising out of or relating to the Plant Assets (including the Plant) or the ownership, sale or lease of any of the Plant Assets, other than the Excluded Tax Liabilities and on behalf other than all Liabilities for transfer Taxes for which the Elan Companies are responsible pursuant to Section 4.03; and (iii) all other Liabilities arising out of former employees or relating to, directly or indirectly, the Plant Assets (including the Plant), the ownership, sale or lease of Seller who become employees any of Purchaser that the Plant Assets, or any of the Plant Liabilities, but only to the extent such Liabilities arise from or with respect to any event, circumstance or condition occurring in a period (or portion thereof) after the ordinary course of business on Closing. (c) Notwithstanding anything contained in this Agreement to the contrary, from and after the Closing Date, the Elan Companies shall retain all of the following Liabilities (f"Excluded Liabilities"): (i) Indebtedness accounts payable and Liabilities of Seller the Elan Companies or any of their respective Affiliates for materials and services with respect to the Shareholder as manufacture of the Product or a Current Product Improvement incurred prior to the Closing in Date; (ii) any Tax payable with respect to any business, assets, property or operation of the Elan Companies or any member of any affiliated group of which the Elan Companies are a principal amount not in excess member (including any Taxes relating to or arising out of $189,609the Purchased Assets or the operation of the Business) for any Pre-Closing Tax Period, other than any transfer Tax for which the Acquiror is responsible pursuant to Section 4.03 (g"Excluded Tax Liability"); (iii) any Liability of the obligations contemplated by Section 7.5(cElan Companies or any of their respective Affiliates arising out of or relating to any Excluded Asset; (iv) all Liabilities arising out of any product liability, patent infringement, breach of warranty or similar claim for injury to person or property which resulted from the use or misuse of the Product sold prior to the Closing Date (including all proceedings relating to any such liabilities); (v) all Liabilities arising out of the return, and government seizures, field corrections, withdrawals or recalls of the Product sold prior to the Closing Date, which are claimed prior to, on or after the Closing Date; (hvi) those all Liabilities arising out of Seller any Chargebacks, Medicaid Rebates, Price Protection Payments or any other post-sale rebates, refunds, price adjustments or other similar credits or Liabilities relating to the Business Product, which are reflected in claimed prior to, on or after the Interim Financial Statements Closing Date and based on practices introduced prior to the Closing Date; (vii) any federal, state, local or foreign income or other Tax payable with respect to the "Assumed Liabilities") and no Business, the Purchased Assets or other Liabilities of Seller. Without limiting the generality properties or operations of the foregoingElan Companies or any member of any affiliated group of which the Elan Companies are, Purchaser or have been, a member for a period prior to the Closing Date; (viii) Liabilities arising from or pursuant to any Contracts as to which an Elan Third Party Consent is not assuming obtained by the MCI Liability Closing Date regardless of whether the Acquiror waives delivery of such Elan Third Party Consent; (ix) any Liabilities to give credits or take other remedial actions for defective goods or services based upon Product sold prior to the Closing Date; (x) any liability of Seller Liabilities with respect to any litigation or the Shareholder, now existing or hereafter arising, for Taxes except other claims to the extent set forth arising from any event, circumstance or condition occurring or alleged to have occurred on Schedule 2.3or before the Closing Date; (xi) any Liability with respect to the employees or independent contractors of the Elan Companies or their Affiliates, including any Liability with respect to the Employee Benefit Plans and any Liability with respect to the term "Assumed Liabilities" shall not include employment of Business Employees or the Canadian Sales Force Employees by the Elan Companies or any of their Affiliates; (xii) any Liabilities for severance or other obligations arising out of the sametermination of Business Employees, Canadian Sales Force Employees or any other former employees of the Elan Companies or their Affiliates by the Elan Companies or their Affiliates; and (xiii) all Liabilities arising out of user or other similar fees payable to the FDA or other Governmental or Regulatory Authority to the extent that such fees are payable on account of the operation of the Business prior to the Closing Date; and (xiv) any other Liability of the Elan Companies or any of their Affiliates that is not specifically listed as an Assumed Liability under this Section 3.01.

Assumption of Liabilities. Upon and subject Subject to the termsterms and conditions set forth herein (provided, conditionshowever, representations that upon the consummation of the transactions herein contemplated, the terms and warranties contained hereinconditions set forth herein shall be deemed to have been met), Purchaser is assuming and agreeing at the Closing, the Buyer or its designee shall assume (i) up to pay, perform and discharge when due only (a) all $75,000 of the Sellers' current trade accounts payable payables and accrued expenses (including payroll expenses) as of Seller that arose the Closing Date pertaining to the eWatch Business and incurred in the ordinary course of business of Seller and are all as set forth in the Interim Financial Statementson Schedule 2.3, and (bii) all trade accounts payable monetary and accrued expenses of Seller that have arisen or arise after the date non-monetary obligations 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 Sellers required to in the definition of Assigned Contracts either (i) to furnish goods and services to another Person on and be performed after the Closing Date or under the Subscriber Agreements, as well as the Advertising Agreements, Reseller Agreements and Technology Licenses set forth in Schedule 3.4(a), 3.4(b), 3.4(c), 3.4(d) and other Contracts including those set forth in Schedule 3.4(e) (ii) to pay collectively, the "ASSUMED LIABILITIES"). The Sellers acknowledge that they shall remain liable for goods all other monetary and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected non-monetary obligations under any Contract not specifically included in the Interim Financial Statements or arising in Assumed Liabilities; provided that if any Contract has been inadvertently excluded from the ordinary course aforementioned Schedules, the Buyer shall be entitled to the benefits of business such Contract so long as it agrees to accept the monetary and non-monetary obligations of Seller the Sellers under such Contract required to be performed after the date from which the Buyer begins to receive the benefits thereof. Except for the Assumed Liabilities, the Buyer shall not incur or assume any of the Interim Financial StatementsSellers' liabilities or obligations of any kind or nature whatsoever, (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 Datewhether known or unknown, (f) Indebtedness of Seller liquidated or contingent, with respect to the Shareholder as of Assets, the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the eWatch Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Selleror otherwise. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" Buyer shall not include any of assume the same.following liabilities (the "EXCLUDED LIABILITIES"):

Assumption of Liabilities. Upon Except as otherwise expressly 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 assume the following obligations, each without the execution or delivery of any additional document, on the Closing Date: 1. All of the obligations of Seller arising after the Cut-Off Time to perform under the Cardholder Agreements, and subject the Security Agreements included in the Accounts to be Sold (excluding obligations for Account Benefits pursuant to Section III.B.); and 2. All of the obligations of Seller arising after the Cut-Off Time to perform with respect to the termsAccounts to be Sold under any Requirements of Law, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only except for those charges: (a) all trade accounts payable and accrued expenses arising from Seller’s violation on or before Cut-Off Time to any Requirements of Seller that arose in the ordinary course of business of Seller and are set forth in the Interim Financial Statements, Law; or (b) all trade accounts payable arising from or relating to any special assessments with respect to periods up to and accrued expenses of including the Cut-Off time (collectively, the “Assumed Liabilities”). Prior to the Conversion Date, the payments to be made by Purchaser to Seller that have arisen or arise after the date under this section shall be made pursuant to Section III of the Interim Financial Statements in the ordinary course of business Servicing Agreement. 3. Except as provided above, Purchaser shall not assume any liability, commitment, or any other obligation of Seller, (c) all obligations whether absolute, contingent, or otherwise known or unknown of Seller under any nature, kind or description whatsoever, arising from or related to the agreementsoperation of the Seller’s business prior to, 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 at or after the Closing Date Cut-Off Time. 4. Seller expressly retains all liability arising out of or (ii) to pay for goods from the Account Benefits, including, but not limited to, points and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date cost of the Interim Financial Statements, (e) all obligations to and on behalf possible redemption 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 such points prior to the Shareholder Cut-Off Time. Purchaser assumes liability for points existing as of the Closing in a principal amount not in excess of $189,609Cut-Off Time or subsequently incurred; provided, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating that Purchaser will only assume liability for cash reward points earned subsequent to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the sameCut-Off Time.

Assumption of Liabilities. Upon Buyer agrees to assume and subject agrees to discharge and perform when due, the terms, conditions, representations liabilities of Seller (and warranties contained herein, Purchaser is assuming only those liabilities of Seller) which are specifically enumerated in this Section 2.3 (the “Assumed Liabilities”). All claims against and agreeing liabilities and obligations of Seller not specifically assumed by Buyer pursuant to pay, perform and discharge when due only this Section 2.3 are Excluded Liabilities. The Assumed Liabilities shall consist of: (a) all trade accounts payable All liabilities 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 obligations of Seller, (c) all obligations except as a result of Seller’s breach, arising under the Assigned Agreements, and with respect to which Buyer succeeds to the rights 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 thereunder from and after the Closing Date Date; provided, however, that Buyer shall be entitled to all Excess Receivables, if any, with respect to such Assumed Agreements; (b) Any liabilities and obligations relating to or (ii) to pay for goods arising out of any Products sold, or services rendered, by the Seller from and services that another Person will furnish to it after the Closing Date, ; (dc) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or Any liabilities arising in connection with the ordinary course of business of Seller after Business, the date of Products or the Interim Financial StatementsAssets under federal, (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 state, local or foreign environmental or health laws from and after the Closing Date, other than those which are Excluded Liabilities; (fd) Indebtedness Any and all Taxes related to the Assets or Buyer’s conduct of the Business attributable to the period following the Closing Date; and (e) Up to $250,000 of paid time off liabilities to which those employees of Seller listed on Schedule 2.3(e) to the Shareholder Disclosure Memorandum who remain employed with Seller as of the Closing date of the Bankruptcy Court Approval Order (the “Assumed Employees”) would be entitled upon their cessation of employment, provided however, that if Buyer makes a Reasonable Employment Offer to any Assumed Employee and such Assumed Employee elects not to accept such offer, then Buyer shall not be obligated to pay such Assumed Employee’s paid time off liability. “Reasonable Employment Offer” shall mean, with respect to such Assumed Employee, an offer of employment that (i) does not constitute a reduction in a principal amount not in excess such Assumed Employee’s base salary of $189,609, (g) more than 15% from the obligations contemplated by Section 7.5(c), salary such Assumed Employee receives from Seller as of the date hereof and (hii) those Liabilities of Seller relating does not require such Assumed Employee to relocate to a facility or location more than fifty (50) miles from where such Assumed Employee currently works. Buyer covenants to extend Reasonable Employment Offers to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality Employees it desires to hire within 72 hours of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any conclusion of the same.Bankruptcy Hearing. Buyer may hire the Assumed Employees on or after the Closing Date and may condition such hiring on the Assumed

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) all trade accounts payable and accrued expenses Subject to the receipt by the Trustee of Seller that arose a directors’ certificate substantially in the ordinary course of business of Seller and are form set forth out in the Interim Financial Statements, Schedule 1.2 attached hereto (b) all trade accounts payable and accrued expenses of Seller that have arisen or arise after dated the date hereof) the parties hereto agree that with effect on and from the effective time of the Interim Financial Statements in Merger (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 “Merger Date”): (i) to furnish goods all the rights, obligations and services to another Person on and after the Closing Date liabilities of CFC under or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date respect of the Interim Financial StatementsSecurities and under the Trust Deed shall be taken over and assumed by the Corporation including, (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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without but without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability obligation to pay (a) the interest on the Securities accrued up to and including the Merger Date but unpaid and (b) all other moneys payable in respect of the Securities or any liability of Seller under or the Shareholder, now existing or hereafter arising, for Taxes except pursuant to the extent set forth on Schedule 2.3Trust Deed accrued up to and including, or payable prior to, the Merger Date but unpaid; and any other amounts payable under the Securities and under these presents; and (ii) (x) all the terms, provisions and conditions of the Trust Deed and the term "Assumed Liabilities" Securities and theretofore applying to CFC shall not include any apply to the Corporation in all respects as if the Corporation had been a party to the Trust Deed in place of CFC and (y) the Trust Deed in respect thereof shall be read and construed as if all references therein to CFC were references to the Corporation. (b) The Corporation hereby covenants with the Trustee that with effect on and from the Merger Date it will duly observe and perform and be bound by all of the samecovenants (including, but without limiting the generality of the foregoing, any covenant to pay), conditions and provisions of these presents (as defined in the Trust Deed), the Securities issued under the Programme by CFC and the Conditions of the Securities as prior thereto have been expressed to be binding on CFC.

Assumption of Liabilities. Upon Buyer shall not assume any --------------------------- liabilities or obligations of Seller, the Assets, or the Business, except those liabilities or obligations set forth on Exhibit 1.3 attached hereto ("Assumed ----------- Liabilities"). Except as otherwise set forth on Exhibit 1.3, the Assumed ------------ Liabilities shall include only such obligations, duties, and subject liabilities that are due and payable or required to be performed on or after the Closing Date, but not for or with respect to the termsperiod prior to the Closing Date. Except as expressly set forth on Exhibit 1.3, conditionsBuyer is not assuming any obligation to pay ----------- for any of the debts, representations liabilities or obligations of Seller, the Assets, or the Business, whether now or hereafter existing, accrued or contingent, or arising out of or related to consummation of the transactions herein contemplated (including, without limitation, all taxes of any kind or description and warranties contained herein, Purchaser is assuming any employee claims). Seller covenants and agreeing to pay, perform and discharge agrees that Seller shall pay promptly when due only (a) all trade accounts payable and accrued expenses of Seller that arose in or within 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 debts, liabilities and obligations relating to the ordinary course Business and the Assets to all creditors, as 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 or (ii) and to pay all employees for goods and services that another Person will furnish to it after performed as of the Closing Date, (d) except as otherwise specifically set forth on Exhibit 1.3. Specifically, ----------- Seller will keep all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date of the Interim Financial Statements, (e) furniture and equipment and be responsible for all obligations to liabilities including client deposits 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller's office lease. Without limiting the generality of Notwithstanding the foregoing, Purchaser is not assuming Buyer agrees to facilitate Seller's transactions with Sabre, which will result in the MCI Liability or any liability termination of Seller's current agreement with Sabre, and release of Seller or by Sabre prior to Closing. Moreover, Buyer agrees to obtain a release of Seller for any merchant account agreements prior to use and implementation of said accounts by Buyer. Assumption of Liabilities will be completed thirty (30) days from the Shareholder, now existing or hereafter arising, for Taxes except to execution of this Agreement. Dxxxxx Xxxxxxx Xxxxxxxx shall remain as the extent set forth the sole signator on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the samemerchant account.

Assumption of Liabilities. Upon Except as set forth in this Section 2.3, at the Closing Buyer shall not assume, succeed to, be obligated for or be liable for any of the liabilities and subject obligations (whether or not known, suspected, asserted or claimed at the Closing Date or at any time theretofore or thereafter, whether or not reflected or provided for, or required to be reflected or provided for, on a balance sheet of the Business and whether fixed, liquidated, unliquidated, absolute, contingent or otherwise) which relate to or arise out of the Assets, the Business or any of its operations arising prior to the termsClosing Date, conditionsor arising from actions taken or omitted to be taken prior to the Closing Date. Notwithstanding the foregoing, representations at the Closing, Buyer shall assume and warranties contained herein, Purchaser is assuming and agreeing shall agree to pay, perform and discharge when due only discharge, and shall indemnify, and hold Seller and the Seller Indemnified Parties harmless against, all liabilities and obligations which at any time relate to or arise out of the Business after the Closing Date, along with the following (collectively, hereinafter referred to as the "ASSUMED LIABILITIES"): (a) all trade accounts payable and accrued expenses of Seller liabilities (as determined in accordance with generally accepted accounting principles applied on a consistent basis) relating to the Business that arose have been incurred since June 30, 1997, in the ordinary course of the business of Seller and are set forth in the Interim Financial Statements, Business (the "ACCRUED LIABILITIES"); (b) all trade accounts payable liabilities and obligations relating to employee matters to be assumed by Buyer pursuant to Article VI (including without limitation, all liabilities and obligations relating to accrued expenses vacation time of Seller that have arisen or arise after the date of the Interim Financial Statements in the ordinary course of business of Seller, Hired Employees); (c) all other liabilities and obligations with respect to which Buyer is obligated to indemnify Seller or the Seller Indemnified Parties under this Agreement as set forth in Article X; (d) any Claims asserted in respect of products manufactured, supplied or sold after the Closing by the Business or in respect of services provided after the Closing by the Business; (e) liabilities and obligations relating to inventory of the Business sold by Seller under prior to the agreements, contracts, leases, licenses, and other arrangements referred to in Closing Date but returned by the definition of Assigned Contracts either (ipurchaser(s) to furnish goods and services to another Person on and thereof after the Closing Date or (ii) in an amount not to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected exceed $10,000 in the Interim Financial Statements or arising in aggregate (the ordinary course of business 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, "ASSUMED RETURNED INVENTORY LIABILITIES"); and (f) Indebtedness any contracts, agreements, leases, arrangements, unfilled orders, commitments, or other instruments or obligations of Seller to the Shareholder as of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating related to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, included within the Assets and specifically described in the term "Assignment and Assumption Agreement executed by Seller and Buyer at the Closing. In no event shall the Assumed Liabilities" shall not Liabilities be deemed to include any of the sameRetained Liabilities described in Section 2.4. To the best of Seller's knowledge, Seller represents and warrants that SCHEDULE 2.3 attached hereto sets forth all of the Assumed Liabilities as of September 9, 1997, except that Seller makes no representation or warranty with regard to claims that are unknown, unsuspected or unasserted as of the date of SCHEDULE 2.3. Seller agrees to provide Buyer with an updated SCHEDULE 2.3 not less frequently than monthly until such time as this Agreement is terminated or the Closing occurs, and Seller shall provide an updated SCHEDULE 2.3 at the Closing.

Assumption of Liabilities. (a) Upon the terms and subject to the terms, conditions, representations and warranties contained herein, Purchaser 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 conditions set forth in the Interim Financial Statementsthis Agreement, (b) all trade accounts payable and accrued expenses of Seller that have arisen or arise after the date as of the Interim Financial Statements in Closing, Buyer agrees to assume, satisfy, perform, pay, discharge and be solely responsible for each of the ordinary course of business of Seller, following Liabilities (c) all obligations of Seller under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Assigned Contracts either “Assumed Liabilities”): (i) all Liabilities relating to, or arising in respect of, (x) any of the Total Assets accruing, arising out of, or relating to furnish goods and services to another Person on events, occurrences, acts or omissions happening from and after the Closing Date (whether or not such Liabilities are the subject of claims or pending or threatened litigation at the time of the Closing) and (y) all Assumed Contracts of any Seller which were not fully performed and were not required to have been so performed, prior to the Closing, excluding any Liability resulting from any breach thereof by a Seller on or prior to the Closing; (ii) all Liabilities of any Seller for replacement of, or refund for, damaged, defective or returned goods relating to pay any of the Total Assets from and after the Closing, including without limitation items purchased in any gift shop or similar facility at any Property, but not including any pending or threatened product liability or litigation claims relating to the sale of any goods happening prior to the Closing; (iii) all Liabilities of any Seller with respect to entertainment and hotel reservations relating to the Properties from and after the Closing; (iv) except as provided for goods in Sections 4.1(a) and services that another Person will furnish 8.9, all Liabilities for Taxes arising from and attributable to it the ownership of any portion of the Total Assets from and after the Closing; (v) all Liabilities relating to Transferred Employees of any Seller accruing from and after the Closing; (vi) all Liabilities of Buyer pursuant to the proration provisions of Article IV hereof; (vii) all Liabilities arising out of any Seller 401(k) Plan or Substituted Multiemployer Pension Plan relating to the Transferred Employees of any Seller to the extent set forth in Sections 8.4(f) and (g) hereof; (viii) without limiting the rights and obligations of the parties set forth in Section 8.21 and Article XI hereof, all Liabilities, including without limitation Environmental Liabilities, under Environmental Laws relating to, resulting from, caused by or arising out of ownership, operation or control of any Property or the Total Assets, whether arising before or after the Closing Date, including without limitation any Liability or relating to contamination or exposure to Hazardous Substances at or attributable to any Property or the Total Assets; (dix) all Indebtedness Liabilities of Caesars Seller One to The Chase Manhattan Bankthe CRDA related to the gaming revenues at the Casino C Property from and after the Closing pursuant to applicable Law; (x) all Liabilities outstanding as of the Closing in respect of mortgages guaranteed by Xxxxxx’x Seller One prior to the Closing relating to the Homebuyer Guarantee Program, N.A. reflected but subject to the Xxxxxx’x Liability Cap; (xi) all Liabilities of Xxxxxx’x Seller One relating to the City of East Chicago Obligations, but subject to the Xxxxxx’x Liability Cap; and (xii) subject to Sections 8.12(e) and (f) hereof, all Liabilities with respect to chips, tokens and plaquemines of such Seller’s Property in circulation, but subject to the Xxxxxx’x Liability Cap or the Caesars Liability Cap, as the case may be. Notwithstanding anything to the contrary contained herein, (a) the Liabilities, in the Interim Financial Statements aggregate, to be assumed from the Xxxxxx’x Sellers pursuant to clauses (x), (xi) or arising (xii) of this Section 2.1(a) shall in no event exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Xxxxxx’x Liability Cap”), and (b) the Liabilities, in the ordinary course aggregate, to be assumed from the Caesars Sellers pursuant to clause (xii) of business of Seller after this Section 2.1(a) shall in no event exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the date of “Caesars Liability Cap”). (b) Notwithstanding anything contained in this Agreement to the Interim Financial Statementscontrary, (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 from and after the Closing Date, no Seller shall be liable for any Liabilities of any other Seller, and other than the Assumed Liabilities, each Seller shall retain and Buyer is not, and shall not be deemed to be, assuming, liable or responsible for, or taking subject to any Liabilities of any Seller, or any of their respective Affiliates, of any kind or nature whatsoever, whether known or unknown, fixed or contingent, including without limitation (fcollectively, the “Excluded Liabilities”): (i) Indebtedness except as specifically listed in Section 2.1(a) hereof, all Liabilities relating to any of Seller such Sellers’ Purchased Assets accruing, arising out of, or relating to events, occurrences, pending or threatened litigation, acts, omissions and claims happening prior to the Shareholder Closing, including all Liabilities arising in respect of any of such Seller’s Assumed Contracts which were not performed, but were required to be so performed, prior to the Closing; (ii) any Liability arising out of or relating to the employment of such Seller’s Reserved Employees from and after the Closing; (iii) any Liability in respect of any Excluded Asset retained by such Seller; (iv) subject to Section 8.4 hereof, all Liabilities arising out of or relating to the termination of any Property Employee of such Seller before the Closing who does not become a Transferred Employee; (v) subject to Section 8.4 hereof, all Liabilities of such Seller pursuant to the proration provisions of Article IV hereof; (vi) any Liability related to (A) income Taxes of any Seller and (B) except as provided for in Sections 4.1(a) and 8.9, all Liabilities for Taxes arising from and attributable to the ownership of any portion of the Closing Total Assets prior to the Closing; (vii) all Liabilities arising out of any Seller Benefit Plan relating to the Property Employees except as set forth in a principal amount not Section 2.1(a)(vii); (viii) all Liabilities relating to the Property Employees accruing prior to the Closing; (ix) with respect to Xxxxxx’x Seller One, all Liabilities of Showboat Marina Finance Corporation; (x) all Liabilities of the type specified in Sections 2.1(a)(x), (xi) and (xii) in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Xxxxxx’x Liability or any liability of Seller Cap or the ShareholderCaesars Liability Cap, now existing or hereafter arising, for Taxes except to as the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall case may be; and (xi) any Liability of a Seller not include any of the samespecifically assumed by Buyer hereunder.

Assumption of Liabilities. Upon At the Closing, the Buyer shall assume the following (and subject only the following) liabilities and obligations of the Seller to the termsextent existing on the Closing Date, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing no other liabilities or obligations of the Seller (the specific liabilities to pay, perform and discharge when due only be assumed by the Buyer pursuant to this Section 2.3 being collectively referred to as the “Assumed Liabilities”): (a) all trade accounts payable obligations of the Seller under the Conveyed Leases and accrued expenses Scheduled Contracts that, by the terms of Seller that arose such Conveyed Leases and Scheduled Contracts, relate solely to periods following the Closing or are to be observed, paid, discharged, or performed, as the case may be, in each case at any time after the ordinary course of business of Seller and are set forth in the Interim Financial Statements, Closing Date; (b) all unpaid ordinary course, regular trade accounts payable and accrued expenses of Seller that have arisen or arise after the date of the Interim Financial Statements in Business as of the ordinary course Closing Date (other than payables to Affiliates of business of the Seller), up to the amount included on the Closing Statement (the “Assumed Accounts Payable”); and (c) all obligations of the Seller under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition pay for Current Inventory that would have constituted Conveyed Inventory as of Assigned Contracts either (i) to furnish goods and services to another Person on and after the Closing Date or (ii) to pay were they not goods-in-transit for goods and services that another Person will furnish to it after which the Seller has not made full payment as of the Closing Date, ; (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date liabilities of the Interim Financial Statements, Seller or Seller’s Affiliates related to accrued but unused vacation of the Transferred Employees as of the Closing Date (the “Accrued Vacation Liabilities”) and all severance liabilities of the Seller or Seller’s Affiliates under the Seller’s or Seller’s Affiliates’ severance practice or plan described on Schedule 4.18(f) for each Business Employee who becomes a Transferred Employee; and (e) all obligations to and on behalf of former employees of Seller who become employees of Purchaser Accrued Expenses that arise in the ordinary course of business on and after the Closing Date, (f) Indebtedness of Seller to the Shareholder are outstanding as of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the sameDate.

Assumption of Liabilities. Upon the terms and subject to the termsconditions of this Agreement and in reliance upon the representations, conditionswarranties and agreements herein set forth, representations and warranties contained hereinBuyer agrees, Purchaser is assuming and agreeing effective at the time of Closing, to payassume, perform and discharge when due only all of the following Liabilities with respect to the US Wireless Sales Business and the Transferred Assets (collectively, the "ASSUMED LIABILITIES"): (a) all trade obligations of Seller with respect to accounts payable and accrued expenses of Seller that arose the US Wireless Sales Business (including accounts payable owed to RIL) existing on the Closing Date to the extent reflected in the ordinary course of business of Seller and are set forth in the Interim Financial Statements, Closing Balance Sheet ("ACCOUNTS PAYABLE"); (b) all trade accounts payable and accrued expenses obligations of Seller that have arisen under, or arise arising out of, the Assumed Contracts to the extent accrued on the Closing Balance Sheet or arising after the date of the Interim Financial Statements in the ordinary course of business of Seller, Closing Date; (c) all obligations of Seller under with respect to any capital lease relating to any Transferred Asset existing on the agreements, contracts, leases, licenses, and other arrangements referred Closing Date to the extent reflected in the definition Closing Balance Sheet. (d) all obligations of Assigned Contracts either Seller with respect to accrued expenses of the US Wireless Sales Business existing on the Closing Date to the extent reflected in the Closing Balance Sheet ("ACCRUED EXPENSES"); (e) all obligations of Seller with respect to product warranties and service contracts related to the Assumed Contracts, including, without limitation, with respect to replacement of, or refund for, damaged, defective or returned goods and claims of product liability existing on the Closing Date (to the extent reflected in the Closing Balance Sheet) or arising after the Closing Date (collectively, the "ASSUMED WARRANTIES"); (f) all obligations of Seller with respect to the Transferred Employees, including, without limitation, compensation, benefit, severance and workers compensation claims, (i) to furnish goods existing on the Closing Date and services to another Person reflected in the Closing Balance Sheet or (ii) arising on and or after the Closing Date or resulting from the consummation of the transactions contemplated hereby (iiother than with respect to any Excluded Liability described in Section 2.4(i) below); and (g) all Liabilities of the US Wireless Sales Business or relating to the Transferred Assets (other than Excluded Liabilities) to pay for goods and services that another Person will furnish to it after the extent resulting from events or conditions occurring, or arising on or after, the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same.

Assumption of Liabilities. Upon On the terms and subject to the terms, conditions, representations and warranties contained ------------------------- conditions set forth herein, Purchaser 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 from and after the Closing Date Closing, the Buyer will assume and satisfy or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) perform all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 following Liabilities of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities"): (a) all Environmental Liabilities and no other Liabilities of Seller. Without limiting the generality of the foregoingRemediations, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except as and to the extent set forth on Schedule 2.3in Section 2.4(b) and subject to Seller's prior Remediations as required by Section 5.15 below; (b) only to the extent all rights under such agreements and permits are assigned to Buyer, all Liabilities under (i) the Material Contracts, Leases, Emergency Preparedness Agreements and the Transferable Permits in accordance with the terms thereof, (ii) the other contracts, leases and other agreements entered into by the Seller with respect to the Acquired Assets that are identified in accordance with Section 2.1(n), and (iii) the term "Assumed contracts, leases, commitments and other agreements entered into by the Seller with respect to the Acquired Assets during the Interim Period relating to Pre- Approved Projects or Required Nuclear Expenditures; except in each case, to the extent such Liabilities" shall not include , but for a breach or default by the Seller, would have been paid, performed or otherwise discharged on or prior to the Closing Date, or to the extent the same arise out of any such breach or default; (c) all Liabilities under the Permitted Encumbrances, except as excluded pursuant to Section 2.4(i); (d) all Liabilities for which the Buyer is responsible under Section 5.7 relating to Employees; (e) all Liabilities of the Seller in respect of (i) the decommissioning of PNPS following permanent cessation of operations, (ii) the management, storage, transportation and disposal of Spent Nuclear Fuel, and (iii) any other post-operative disposition of PNPS or any other of the Acquired Assets; (f) all Liabilities from and after the Closing Date relating to the Decommissioning Trust and the Provisional Trust (if any), including the obligation of due and punctual performance of all of the covenants and conditions in the Trust Agreement and the Provisional Trust Agreement (if any); (g) any Liability of Seller for any Xxxxx-Xxxxxxxx Secondary Financial Protection retrospective premium obligations for (i) Seller's nuclear worker liability attributable to employment prior to Closing or (ii) for any third- party nuclear Liability arising out of any pre-Closing occurrence; (h) all Liabilities under the NRC License including fees or charges imposed after the Closing Date by the NRC or any other Governmental Authority; (i) all other Liabilities expressly allocated to the Buyer in this Agreement or in any of the sameRelated Agreements, including, without limitation, any Liabilities for Taxes allocated to the Buyer pursuant to Section 8; and (j) all Liabilities of Seller for retrospective premium obligations under Seller's Nuclear Electric Insurance Limited policies, subject to the conditions set forth in Schedule 5.12.

Assumption of Liabilities. Upon On and subject to the termsterms and conditions of this Agreement, conditionsBroadcasting agrees to assume and become responsible for all of the Assumed Liabilities at the Closing, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) all trade accounts payable and accrued expenses of Seller that arose except as otherwise provided in the ordinary course of business of Seller TBA and are as set forth in the Interim Financial Statementsbelow. The Buyers will not assume or have any responsibility, (b) all trade accounts payable and accrued expenses of Seller that have arisen however, with respect to any other obligation or arise after the date Liability 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 not included within the definition of Assigned Contracts either Assumed Liabilities and assumed by Broadcasting, and the Seller agrees to pay and discharge all Liabilities and obligations of the Seller other than the Assumed Liabilities. Buyer and Seller agree as follows with respect to certain Assumed Liabilities: (i) With respect to furnish goods the three Radio Programming Lease Agreements between Broadcast Programming and services HMH listed on Section IIA of Exhibit G, Seller agrees that it will negotiate in good faith to another Person on terminate these agreements prior to the TBA Date. In the event that Broadcast Programming does not agree to terminate these agreements without liability, Buyer and after Seller agree that each will pay fifty percent (50%) of the Closing Date or termination liability for each contract, with Seller paying its portion in cash and Buyers paying their portion under a barter arrangement with Broadcast Programming. (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 With respect to the Shareholder as of Employment Agreement dated 11/30/98 between Jamex X. Xxxxxxxx xxx Seller (the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c"Barnxxxx Contract"), and (h) those Liabilities notwithstanding any provision of Seller relating this Section to the Business contrary, Buyers agree to honor the terms and conditions of the Barnxxxx Xxxtract for the full term of such contract. With respect to each of the other labor and employment contracts listed in Section III of Exhibit G attached hereto, Buyers agree to honor the terms and conditions of each such contract for the duration of the term of the TBA. On the expiration of the TBA, Buyers shall not assume and shall not be held to the terms and conditions of such labor and employment contract, except as provided below. In the event that there are labor and employment contracts which are reflected Buyers do not assume and which entitle such employees to severance pay, the severance pay shall be paid as follows. First, Buyers shall make such severance payments as may be consistent with their then-current policies and as may be negotiated with such employees. Second, Seller shall pay any additional severance pay owed to such employees, up to one hundred twenty-five thousand dollars ($125,000) in the Interim Financial Statements (aggregate, which shall be Seller's sole and exclusive severance liability with respect to such employee(s). Third, any severance liability still remaining shall be the "Assumed Liabilities") and responsibility of Buyers, who shall reimburse Seller by means of an adjustment to the Purchase Price at Closing or by means of a post-Closing adjustment, but Buyers shall have no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except obligations with respect to the extent set forth on Schedule 2.3, such labor and the term "Assumed Liabilities" shall not include any of the sameemployment contracts.

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) all trade accounts payable Subject to the terms and accrued expenses conditions of Seller that arose in this Agreement, at the ordinary course of business of Seller Closing, FTIRS agrees to assume 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) become responsible for all obligations of Seller the Sellers under the agreements, contracts, leasesmortgages, instruments, licenses, and other arrangements referred to in the definition of Assigned Contracts either that are FTIRS Acquired Assets (i1) to provide goods or furnish goods and services to another Person on and party after the Closing Date or (ii2) to pay for goods and or services that another Person party will furnish to it FTIRS in connection with the Ringtail Business after the Closing Dateand no other liabilities (the “FTIRS Assumed Liabilities”). (b) Subject to the terms and conditions of this Agreement, at the Closing, FTIAU agrees to assume and become responsible for all liabilities and obligations of RSPL with respect to any accrued vacation or leave (including accrued annual leave or long service leave) due to Transferred Ringtail Employees employed by RSPL in Australia in accordance with RSPL’s normal policies regarding such accrual (the “FTIAU Assumed Liabilities”). FTIAU shall not assume any other liabilities. (c) Subject to the terms and conditions of this Agreement, at the Closing, FTIC agrees to assume and become responsible for all obligations of the Sellers under the agreements, contracts, mortgages, instruments, licenses, and other arrangements that are FTIC Acquired Assets (1) to provide goods or furnish services to another party after the Closing or (2) to pay for goods or services that another party will furnish to FTIC in connection with the Ringtail Business after the Closing (the “FTIC Assumed Liabilities”). FTIC shall not assume any other liabilities. (d) Subject to the terms and conditions of this Agreement, at the Closing, FTI LLC agrees to assume and become responsible for all liabilities and obligations of RSI with respect to any accrued vacation or leave due to Transferred Ringtail Employees employed by RSI in the United States in accordance with RSI’s normal policies regarding such accrual (the “FTI LLC Assumed Liabilities”). FTI LLC shall not assume any other liabilities. (e) The Assumed Liabilities shall not include (a) any liability of the Sellers for Taxes (with respect to the Ringtail Business or otherwise), (b) any liability of the Sellers for Taxes arising in connection with the consummation of the transactions contemplated hereby (including any Income Taxes, GST or other Taxes arising because the Sellers are transferring the Acquired Assets), (c) any liability of the Sellers for the unpaid Taxes of any person other than the Sellers under Treasury Reg. §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date any obligation of the Interim Financial StatementsSellers to indemnify any person by reason of the fact that such person was a partner, principal, trustee, director, officer, employee, agent or beneficiary of any of the Sellers or was serving at the request of any of the Sellers as a partner, principal, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise), (e) all obligations to any liability of the Sellers for costs and on behalf of former employees of Seller who become employees of Purchaser that arise expenses incurred in connection with this Agreement, any Related Agreement or the ordinary course of business on and after the Closing Datetransactions contemplated hereby, (f) Indebtedness of Seller to the Shareholder as any liability or contingency of the Closing Sellers arising out of, or in a principal amount not any way related to, any actual or alleged breach of contract or warranty, tort, infringement, violation of law or regulation, employee-related claim or obligation to defend in excess of $189,609any civil, criminal or other legal proceeding (“Legal Claims”) or (g) any liability or obligation of the obligations contemplated by Section 7.5(c)Sellers under this Agreement, and (h) those Liabilities of Seller relating any Related Agreement or other document or instrument related to the Business which are reflected in transactions contemplated herein. FTI and the Interim Financial Statements (Buyers shall not assume or have any responsibility with respect to any obligation or liability of the "Sellers or the Principals not specifically included within the definition of Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the same.

Assumption of Liabilities. Upon On the Closing Date, the Buyer shall assume and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to thereafter pay, perform and discharge when due and payable or required to be performed or discharged the following (and only the following) liabilities and obligations of the Seller relating to the Business Product Lines and the Transferred Assets (collectively, the “Assumed Liabilities”): (a) all trade accounts payable obligations, liabilities and accrued expenses commitments of the Seller that arose in under the ordinary course Transferred Contracts, excluding any liability, obligation or commitment incurred by the Seller arising from any breach thereof by the Seller prior to the Closing Date or the occurrence of business any event prior to the Closing Date which but for the giving of Seller and are set forth in notice or lapse of time or both would constitute a breach or default thereof by the Interim Financial Statements, Seller; (b) all trade accounts payable obligations and accrued expenses liabilities arising from the operation of Seller that have arisen the Business Product Lines or arise the ownership of the Transferred Assets arising on or after the date of the Interim Financial Statements in the ordinary course of business of Seller, Closing Date; (c) all obligations required to be assumed by the Buyer under Article 8 of Seller under this Agreement; (d) all Taxes related to the agreements, contracts, leases, licenses, and other arrangements referred to in Business Product Lines arising on or after the definition of Assigned Contracts either Closing Date; (ie) to furnish goods and services to another Person all product liability claims asserted on and or after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it obligations associated with Product returns made on or after the Closing Date, (d) all Indebtedness of Seller in each case solely to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements extent related to Products manufactured on or arising in the ordinary course of business 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 warranty claims arising on or after the Closing in a principal amount not in excess of $189,609, Date for Products manufactured or sold on or after the Closing Date; and (g) the all obligations contemplated by Section 7.5(c)regarding payment of customer rebates, discounts, allowances and (h) those Liabilities other similar payments related to sales of Seller relating Products, but only to the Business which are reflected in extent such obligations relate to commitments made by Buyer on or after the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of SellerClosing Date. Without limiting the generality of Notwithstanding the foregoing, Purchaser is not assuming the MCI Liability nothing in this Section 1.3 shall limit Buyer’s rights to indemnification from Seller under this Agreement based upon a breach by Seller of its representations, warranties or covenants set forth in this Agreement or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the sameother Transaction Document.

Assumption of Liabilities. Upon On the terms and subject to the termsconditions set forth in this Agreement and the Sale Order, conditions, representations and warranties contained hereineffective as of the Closing, Purchaser is assuming shall assume from the Sellers (and agreeing to pay, perform perform, discharge or otherwise satisfy in accordance with their respective terms), and discharge when due the Sellers shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities (and only the following Liabilities) (collectively, the “Assumed Liabilities”): (a) all trade accounts payable and accrued expenses Liabilities of Seller that arose in Sellers arising from the ordinary course ownership of business of Seller and are set forth in the Interim Financial StatementsPurchased Assets, arising after the Closing Date; (b) all trade accounts payable Liabilities and accrued expenses obligations of Seller that have arisen or arise after Sellers under the date Purchased Assets and under the Assigned Contracts, including, without limitation, (i) all pre-petition cure costs required to be paid pursuant to Section 365 of the Interim Financial Statements Bankruptcy Code in connection with the ordinary course assumption and assignment of business of Sellerthe Assigned Contracts (such pre-petition cure costs are, collectively, the “Cure Costs”) and (ii) any post-Closing liabilities; (c) all obligations any Liabilities for trade payables arising out of Seller under the agreements, contracts, leases, licenses, conduct of the Business and other arrangements referred to in the definition of Assigned Contracts either (i) to furnish goods and services to another Person on and incurred after the Closing Petition Date but on or (ii) to pay for goods and services that another Person will furnish to it after before the Closing Date, each as listed on Schedule 1.3(c); (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent open purchase orders set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any 1.3(d) arising out of the sameconduct of the Business and Liabilities arising under drafts or checks outstanding at the Closing incurred in the Ordinary Course of Business; (e) the obligations to provide benefits or payments under the Assumed Plans; (f) all Liabilities for trade payables arising out of the conduct of the Business incurred on or prior to the Petition Date, set forth on Schedule 1.3(f), including, but not limited to, liability for goods under Section 503(b)(9) of the Bankruptcy Code; (g) 50% of the amount approved by the Bankruptcy Court to be paid by the Sellers to their employees pursuant to the Motion of the Debtors and Debtors in Possession for an Order Authorizing and Approving Performance-Based Incentives for Key Employees, up to a maximum of $1.6 million; and (h) 50% of the first $250,000 of Taxes owed by Sellers and arising in connection with the consummation of the transactions contemplated by this Agreement and 100% of any such amount above $250,000. The assumption by Purchaser of the Assumed Liabilities shall not, in any way, enlarge the rights of any third parties relating thereto.

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) all trade accounts payable and accrued expenses Effective as 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, Zomax shall assume those liabilities of KIC as set forth below (d) all Indebtedness of Seller hereinafter referred to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities"); (a) all liabilities and no obligations of KIC arising under the Equipment Leases listed on Schedule "4(a)" to the extent relating to performance after the Closing Date: and (b) all liabilities and obligations of KIC under the contracts listed on Schedule 1-C to the extent relating to performance after the Closing Date; and (c) the liabilities and obligations of KIC assigned to and assumed by Zomax through the Assignment and Assumption Agreements provided in Schedule "1-C-1" under the contracts listed in Schedule "1-C-2" including, without limitation, the Service Credits under the Asset Purchase Agreement between KIC and Novell entered into as of November 1, 1997 (attached hereto as Schedule "4(c)") that accrue on or after January 1, 1998. (d) the liabilities and obligations of KIC under the Standard Form Sublease between Novell and KIC which commenced November 1, 1997 (the "Sublease") of the Premises, other Liabilities than liabilities and obligations of SellerKIC thereunder arising prior to the Closing, regardless of whether the Sublease is assigned to Zomax. A. Zomax does not assume and shall not be liable for any obligations or liabilities of KIC of any kind or nature, however arising, whether contingent, matured or otherwise, known or unknown, except for those obligations expressly assumed by Zomax pursuant to this Agreement. Without limiting the generality of the foregoing, Purchaser is except as specifically provided in Paragraph 8.C., Zomax specifically disclaims and does not assuming assume herein any obligation or liability with respect to employees of KIC, including obligations and liabilities of KIC under any collective bargaining agreements or under the MCI Liability Workers' Adjustment and Retraining Notification Act (29 USC ss. 2101, et seq.), or any other obligation to hire, continue in employment, or pay benefits to such employees. All such obligations shall be and remain the sole and exclusive obligations of KIC. B. KIC specifically disclaims and does not assume hereby any obligation or liability arising after Closing with respect to employees of Seller KIC hired by Zomax including, without limitation, obligations or liabilities of Zomax under any collective bargaining agreement on under the ShareholderWorker's Adjustment and Retraining Modification Act (29 U.S.C. ss. 2101, now existing et seq.) or hereafter arisingany other obligation to hire, for Taxes except continue in employment or pay benefits to such employees. All such obligations shall be and remain the extent set forth on Schedule 2.3, sole and the term "Assumed Liabilities" shall not include any exclusive obligations of the sameZomax.

Assumption of Liabilities. Upon the terms and subject to the termsconditions set forth in this Agreement, conditionsat the Closing, representations and warranties contained hereinBuyer shall assume, Purchaser is assuming and agreeing to pay, perform and discharge when in due only course all Liabilities of the Sellers relating to the Industrial Power Transmission Assets and the Industrial Power Transmission Business, whether or not accruing, arising out of or relating to events or occurrences happening before, on or after the Closing Date (the "ASSUMED LIABILITIES"), other than the Retained Liabilities, including, without limitation, the following: (a) all trade accounts payable and accrued expenses of Seller that arose in relating to the ordinary course of business of Seller and are set forth in the Interim Financial Statements, Industrial Power Transmission Business; (b) all trade accounts payable Liabilities with respect to the performance of all Industrial Power Transmission Contracts 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, under all Permits constituting Industrial Power Transmission Assets under this Agreement; (c) all obligations of Seller Liabilities arising out of, relating to or in connection with any environmental matters, including without limitation any Liabilities under any Environmental, Occupational Safety and Health Laws, applicable to or involving the agreementsFacilities, 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 Industrial Power Transmission Business or the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, Industrial Power Transmission Assets; (d) all Indebtedness (i) Liabilities under any retention or "stay-bonus" agreements or arrangements in existence on or prior to the Closing Date with respect to Transferred Employees, which are set forth on SCHEDULE 2.2(d)(i), the amount of Seller which is $275,000, (ii) Liabilities for severance with respect to The Chase Manhattan Bankany Transferred Employee, N.A. reflected in including, but not limited to, those Liabilities set forth on SCHEDULE 2.2(d)(ii), (iii) Liabilities for incentive bonuses and vacation pay accrued through the Interim Financial Statements or arising in Closing Date with respect to any Transferred Employees and (iv) Liabilities for deferred compensation related to the ordinary course individual set forth on SCHEDULE 2.2(d)(iv), the amount of business of Seller after the date of the Interim Financial Statements, which is $150,000; (e) all obligations products Liabilities, including without limitation all product warranty or guaranty Liabilities and Liabilities for product recall or replacement, with respect to and any product manufactured, sold or distributed (including prior to the Closing Date) by or 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, Industrial Power Transmission Business (f) Indebtedness of Seller to the Shareholder whether or not any Claim therefor shall have been made or be pending as of the Closing in a principal amount not in excess of $189,609, Date); (f) all Liabilities for capital expenditures set forth on SCHEDULE 2.2(f) hereof; and (g) the obligations contemplated by Section 7.5(c)all Liabilities arising out of, and (h) those Liabilities of Seller relating to or in connection with any pending or threatened Action involving the Industrial Power Transmission Business which are reflected in or the Interim Financial Statements (Industrial Power Transmission Assets. Buyer shall take, or cause to be taken, all actions necessary within Buyer's control to cause the "assumption on the Closing Date by Buyer of the Assumed Liabilities") , including without limitation the execution and no other Liabilities of Seller. Without limiting delivery at the generality Closing of the foregoing, Purchaser is not assuming Assumption Agreement. The assumption by Buyer of the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" Liabilities shall not include enlarge any rights of any person. Nothing herein shall prevent Buyer from contesting any of the sameAssumed Liabilities with any third party obligee.

Assumption of Liabilities. Upon (a) On the terms and subject to the terms, conditions, representations and warranties contained herein, Purchaser 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 conditions set forth in the Interim Financial Statementsthis Agreement, (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 from and after the Closing Date Closing, Acquiror shall assume and be solely responsible for, and duly and properly perform, discharge and pay, when due, any and all Liabilities of Parent and its Affiliates, whether relating to periods prior to, on, or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent relating to or arising out of the Transferred Equity Interests, the Transferred Debt Interests, the Assigned Contracts, any other Transferred Assets or the Business, including, without limitation, all: (i) Liabilities assumed by Acquiror pursuant to Section 2.12(c); (ii) Liabilities for Transfer Taxes; (iii) Liabilities in connection with any Existing Loans; (iv) Liabilities for Transferred Reserves; and (v) Liabilities for the items set forth on Schedule 2.3Section 2.02(a)(v) of the Parent Disclosure Schedule; but excluding, and in each case, any Excluded Liabilities (collectively, the term "“Assumed Liabilities" ”). (b) Acquiror shall not include assume or be obligated to pay, perform or otherwise discharge any of the samefollowing: (i) Liabilities relating to, arising out of or resulting from the conduct, ownership or operation of any Excluded Asset or any business of Parent or any of its Affiliates other than the Business; (ii) Liabilities for which Parent or its Affiliates are made responsible pursuant to the express terms of this Agreement; (iii) Liabilities of Parent or Seller under guarantees provided to Tax Credit Investors (such guarantees, the “Fund Guarantees”), to the extent such Liabilities arise out of Prior Noncompliance and not out of Acquiror’s failure to perform its obligations under Section 6.11 with respect to Prior Noncompliance; (iv) Liabilities relating to each Excluded Asset, including any Liability arising at any time pursuant to an agreement entered into in connection with the disposition of an Excluded Asset; and (v) Liabilities of Parent, any Affiliate of Parent, any Transferred Subsidiary or Operating Partnership to any Participant Vehicle, including with respect to any Contract or Organizational Document of Parent, its Affiliates or any Transferred Subsidiary or Operating Partnership, and including any Liabilities arising out of or relating to transactions contemplated by this Agreement (collectively, the “Excluded Liabilities”).

Assumption of Liabilities. Upon Purchaser agrees to assume, from and subject to after the termsClosing Date, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only the following (athe "Assumed Liabilities"): (i) all trade accounts payable obligations and accrued expenses liabilities of Seller that arose arising from and after the Effective Date under the Assigned Contracts, the Contract identified at item 2 of Schedule 4.16 hereof and Assigned Leases, except (A) with respect to employment agreements Purchaser does not assume any liabilities arising after the Closing Date and (B) Purchaser does not assume any liabilities identified on Schedule 6.1; (ii) Seller's normal trade payables incurred in the ordinary course of business and outstanding as of the Effective Date or incurred thereafter and the accounts payable (to the extent outstanding at the Effective Date or incurred thereafter) and accrued expenses (to the extent outstanding at the Effective Date) designated on Schedule 2.2 hereto; provided, however, that (A) Purchaser shall not assume any of the Seller Transaction Expenses, as defined and provided in Section 3.14 hereof, and (B) Purchaser shall not assume any accounts payable or accrued expenses (other than for normal expense account reimbursements and salary) due to the Stockholders or for commission amounts on accounts receivable collected prior to the Effective Date; and (iii) commission amounts which will be owed by the Business to its employees (other than the Stockholders) upon collection of accounts receivable and work in progress outstanding at the Effective Date. Except for the Assumed Liabilities, Purchaser shall not assume any debts or liabilities of Seller and are of any kind or nature whatsoever. Except as set forth in the Interim Financial Statements, (bSection 3.2(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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoinghereof, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include be required to become a party to any Employee Benefit Plan as a result of any of the sametransactions contemplated by this Agreement.

Assumption of Liabilities. (a) Upon and subject to the termsterms and conditions of this Agreement, conditionsthe Buyer shall assume and become responsible for, representations and warranties contained herein, Purchaser 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 from and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing DateClosing, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date of the Interim Financial Statementsfollowing liabilities (collectively, (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 in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities"): (i) and no other Liabilities of Seller. Without limiting the generality all accounts payable of the foregoingSeller (other than accounts payable to any Affiliate of the Seller) reflected on the estimated balance sheet of the Seller as at December 31, Purchaser is 1996 attached hereto as SCHEDULE 1.2 (the "Estimated Balance Sheet"), and allocated to the Buyer thereon, as adjusted in accordance with Section 1.6; (ii) all liabilities of the Parent under the guarantees and documentary letters of credit issued for the benefit of third party trade creditors of the Seller specifically listed on SCHEDULE 1.2(a) attached hereto; (iii) accrued liabilities and expenses of the Seller, including without limitation, sales taxes payable (but not assuming including unrecorded penalties and interest) with respect to product sales and the MCI Liability provision of services, reflected on the Estimated Balance Sheet and allocated to the Buyer thereon, as adjusted in accordance with Section 1.6; (iv) all deferred revenue of the Seller reflected on the Estimated Balance Sheet and allocated to the Buyer thereon, as adjusted in accordance with Section 1.6; (v) liabilities of the Seller for up to 80 hours of vacation time accrued prior to the Closing for each employee of the Seller listed on SCHEDULE 6.8(a) attached hereto; (vi) all leases payable of the Seller reflected on the Estimated Balance Sheet and allocated to the Buyer thereon, as adjusted in accordance with Section 1.6, and the leases payable specifically listed on SCHEDULE 1.2(a) attached hereto, to the extent they have not been paid or discharged prior to the Closing; and (vii) all obligations of the Seller to its customers for the repair, replacement, rework or return of products manufactured or sold in the Ordinary Course of Business (as defined in Section 2.4) prior to the Closing, but only to the extent that (i) such obligations are not the subject of claims or litigation required to be disclosed in Section 2.19 of the Disclosure Schedule attached hereto and (ii) such obligations are not the result of product liability claims. (b) The Buyer shall not assume or become responsible for, and the Seller shall remain liable for, any liability and all liabilities or obligations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, whether due or to become due, and whether claims with respect thereto are asserted before or after the Closing) of the Seller which are not Assumed Liabilities (collectively, the "Retained Liabilities"). The Retained Liabilities shall include, without limitation, the following: (i) all liabilities of the Seller for income and other Taxes (excluding transfer, sales or use Taxes) arising in connection with the consummation of the transactions contemplated by this Agreement (including without limitation any income Taxes arising as a result of (A) the transfer by the Seller to the Buyer of the Acquired Assets or (B) the Seller having deferred gain on any "deferred intercompany transaction" (within the meaning of Treasury Regulation [section]1.1502-13); (ii) all liabilities of the Seller for costs and expenses incurred by the Seller in connection with this Agreement or the Shareholderconsummation of the transactions contemplated by this Agreement; (iii) all liabilities and obligations of the Seller under this Agreement or the Ancillary Agreements; (iv) all liabilities of the Seller for any Taxes, now existing including without limitation deferred taxes or hereafter arisingtaxes measured by income of the Seller earned prior to the Closing, any liabilities for Taxes federal or state income tax and FICA taxes of employees of the Seller which the Seller is legally obligated to withhold prior to the Closing, any liabilities for employer FICA and unemployment taxes incurred prior to the Closing, and any liabilities for sales, use or excise taxes or customs and duties incurred prior to the Closing, except to the extent set forth on Schedule 2.3in Section 1.2(a)(iii); (v) all liabilities and obligations of the Seller under any agreements, contracts, leases or licenses which are not Assigned Contracts; (vi) all obligations of the Seller arising prior to the Closing under the Assigned Contracts, and all liabilities for any breach, act or omission by the term "Assumed Liabilities" shall not include Seller prior to the Closing under any Assigned Contract, except to the extent set forth in Section 1.2(a)(vii); (vii) all liabilities and obligations of the Seller for any product liability claim relating to products sold prior to the Closing; (viii) all liabilities and obligations of the Seller arising out of events, conduct or conditions existing or occurring prior to the Closing that constitute a material violation of or non-compliance with any law, rule or regulation (including without limitation Environmental Laws (as defined in Section 2.23)), any judgment, decree or order of any Governmental Entity, or any Permit; (ix) except to the extent set forth in Sections 1.2(a)(v) and 6.8(b), all liabilities and obligations of the Seller as of the Closing (A) in connection with or relating to any of the sameSeller's existing or former employees, or (B) to pay severance benefits to any employee of the Seller whose employment is terminated (or treated as terminated) in connection with the consummation of the transactions contemplated by this Agreement and all liabilities resulting from the termination of employment of employees of the Seller prior to the Closing that arose under any federal or state law or under any Employee Benefit Plan established or maintained by the Seller; (x) all liabilities and obligations of the Seller for all compensation and benefits accrued by or otherwise payable to employees of the Seller, including without limitation accrued vacation time and sick leave, premiums or benefits under any Employee Benefit Plan established or maintained by the Seller and severance pay, except to the extent set forth in Sections 1.2(a)(v) and 6.8(b); (xi) all liabilities and obligations of the Seller with respect to any option, warrant, right, agreement or commitment providing for the issuance, disposition or acquisition of any capital stock of the Seller; (xii) all liabilities of the Seller for injury to or death of persons or damage to or destruction of property occurring prior to the Closing (including without limitation any workers compensation claim); (xiii) all liabilities of the Seller as of the Closing for medical, dental and disability (both long-term and short-term benefits), whether insured or self-insured, owed to employees or former employees of the Seller based upon (A) exposure to conditions in existence prior to the Closing or (B) disabilities existing prior to the Closing; (xiv) all liabilities and obligations of the Seller with respect to any lines of credit with any bank or other financial institution; (xv) all liabilities of the Seller to any Affiliate of the Seller, except to the extent set forth in Section 1.2(a)(vii) for products purchased by the Parent and resold (other than to an Affiliate of the Parent); (xvi) all liabilities and obligations of the Seller with respect to product sales or other arrangements to IBM Corporation which provide for terms that are materially different from those in effect on November 30, 1996; (xvii) all liabilities of the Parent arising prior to the Closing under the guarantees and documentary letters of credit listed on SCHEDULE 1.2(a) attached hereto; (xviii) all liabilities of the Seller in connection with or relating to all actions, suits, claims, proceedings, demands, assessments and judgments, costs, losses, liabilities, damages, deficiencies and expenses (whether or not arising out of third-party claims) other than with respect to an Assumed Liability, including without limitation interest, penalties, attorneys' fees, accountant fees' and all amounts paid in investigation, defense or settlement of any of the foregoing; and (xix) all unrecorded and undisclosed liabilities.

Assumption of Liabilities. Upon and subject (a) Subject to the terms, conditions, representations terms and warranties contained conditions set forth herein, Purchaser is assuming at the Closing, Buyer shall assume and agreeing agree to pay, perform honor and discharge when due only all of the following liabilities relating to the Assets and, except as provided in SECTION 2.06 existing at or arising on or after the Closing Date (acollectively, the "Assumed Liabilities"): (i) any and all trade accounts payable liabilities, obligations and accrued expenses commitments relating exclusively to the Acquired Business or the Assets that are (x) reflected on the December Balance Sheet (as herein defined), or (y) incurred after the date of Seller that arose the December Balance Sheet in the ordinary course of business consistent with prior practice and in accordance with the terms of Seller this Agreement; (ii) any and are all liabilities, obligations and commitments (x) arising out of the agreements, contracts and commitments set forth in on SECTION 2.05(A)(II) SCHEDULE (A) but not including any obligation or liability for any breach thereof occurring prior to the Interim Financial Statements, Closing Date or (by) listed on SECTION 2.05(A)(II) SCHEDULE (B); (iii) all trade accounts payable and accrued expenses of Seller that have arisen or arise after the date obligations of the Interim Financial Statements Companies pursuant to all outstanding quotes, blanket purchase orders and monthly releases by and between the Companies and PACCAR as of the Closing Date, incurred in the ordinary course of business of Seller, and consistent with the Companies' policies; (civ) all obligations of Seller under the agreementsCompanies, 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 from and after the Closing Date or Closing, with respect to the leases of real property set forth on SECTION 2.05(A)(IV) SCHEDULE (iiA) (the "Included Leased Property"); (v) liabilities with respect to pay all litigation and claims which are specifically reserved for goods and services that another Person will furnish to it after on the Closing DateBalance Sheet, but only to the extent of the reserve designated as the Litigation Reserve as set forth on the Closing Balance Sheet; (dvi) liabilities with respect to all Indebtedness product liability, product recalls, warranty claims, defective material claims and merchandise returns, but only to the extent of Seller the reserve designated as the Warranty Reserve as set forth on the Closing Balance Sheet; and (vii) liabilities for Taxes relating to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date out of the Interim Financial StatementsAcquired Business accruing with respect to any time period occurring, (e) all obligations at or prior to and Closing, but only to the extent of the reserve reserve designated as the Tax Reserve as set forth 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 DateBalance Sheet. (b) At the Closing, (f) Indebtedness of Seller to Buyer shall assume the Shareholder as of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Assumed Liabilities of Seller relating to the Acquired Business which are reflected by executing and delivering to the Sellers an assumption agreement in a form reasonably satisfactory to the Interim Financial Statements Sellers (the "Assumed LiabilitiesASSUMPTION AGREEMENT") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the sameattached hereto as SECTION 2.05(B) SCHEDULE(A).

Assumption of Liabilities. Upon and subject (a) Subject to the termsterms and conditions of this Agreement, conditionsat the Closing, representations Acquisition will assume and warranties contained herein, Purchaser is assuming and agreeing agree 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 following specified obligations of Seller under Cheyenne and no others (the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Assigned Contracts either "ASSUMED LIABILITIES"): (i) the rights, liabilities, obligations and commitments of Cheyenne to furnish goods and services perform the Scheduled Contracts specifically set forth on SCHEDULE 1.1(g) to another Person on and after the extent that the Scheduled Contracts have not been performed at the time of the Closing Date and are not in default, but not including any obligation or liability for any amount owed with respect to or arising as a result of a breach thereof or delay in performance occurring prior to the Closing; and (ii) the liabilities and obligations of Cheyenne set forth on SCHEDULE 1.5(a)(ii). Notwithstanding any other provision hereof and regardless of any disclosure to pay Acquisition, neither Acquisition nor any of its affiliates shall assume or have any liability for goods and services that another Person will furnish any liabilities (collectively, the "EXCLUDED LIABILITIES") of Cheyenne, which in any manner relate to it after or arise out of the operation of the Business or the ownership of the Assets during any period prior to the Closing Date, or which are owed by Cheyenne to any of Cheyenne's affiliates, other than those obligations comprising the Assumed Liabilities. (db) all Indebtedness Except as provided in Section 1.5(a), Acquisition does not assume or agree to pay, perform or discharge, and shall not be responsible for, any other liabilities of Seller Cheyenne of any kind whatsoever, including liabilities based on, arising out of, or in connection with: (i) any liability or obligation of Cheyenne arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, including without limitation fees and expenses of counsel, accountants and other experts; (ii) any claims which relate to The Chase Manhattan Bankgoods or services sold or rendered by Cheyenne on or prior to the Closing Date (as hereinafter defined); (iii) defective performance or default or alleged defective performance or default under any Scheduled Contract by Cheyenne, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business of Seller after the date of the Interim Financial Statements, (e) all obligations any express or implied warranty with respect to and such performance on behalf of former employees of Seller who become employees of Purchaser that arise in the ordinary course of business on and after or prior to the Closing Date, or any liability as a result of the delay in performance or delivery under any Scheduled Contract; (fiv) Indebtedness breach or alleged breach of Seller any Scheduled Contract by Cheyenne on or prior to the Shareholder as Closing Date; (v) any Taxes (including penalties and interest with respect thereto) attributable or relating to the Assets or the Business of Cheyenne relating to any time on or before the Closing Date, or which may be applicable because of Cheyenne's sale of the Closing Business or any of the Assets to Acquisition; (vi) any liability or obligation under or in a principal amount not connection with the Excluded Assets; (vii) except as specifically set forth in excess Section 1.5(a), any claims by any of $189,609Cheyenne's directors, officers, employees, agents, consultants, affiliates, personnel or shareholders relating to this Agreement or its performance or consummation, or any claims by any of them relating to or arising out of (A) their employment (including any modification or termination thereof or any tort or discrimination claims arising therefrom) by Cheyenne, (gB) any employment contract, consulting agreement or similar arrangement relating to or arising out of the retention of such person, and any collective bargaining agreements and similar contracts to which any such persons are a party, (C) any pensions or other benefit liabilities of Cheyenne, (D) any accrued payroll, vacation, bonus or other employment related liability or obligation, or (E) any applicable Law (as hereinafter defined) relating to the employment relationship, including wages, hours, concerted activity, discrimination or nondiscrimination, occupational, health and safety, or payment and/or withholding of Taxes; (viii) any severance pay or obligations contemplated due or afforded Cheyenne's employees not offered employment by or substantially on the same terms of such employee's present employment with Cheyenne or offered employment on different terms; (ix) any obligations for contributions to any Employee Plan (as defined in Section 7.5(c4.15(c), and any claims based on any Employee Plan or any other benefit liabilities of Cheyenne of whatsoever nature (hincluding all liabilities to any person under ERISA (as hereinafter defined) those Liabilities of Seller and the Code and all liabilities to any governmental body; (x) any claims or conditions arising under or relating to noncompliance or alleged noncompliance with any applicable Law including any Environmental Law (as defined in Section 4.21(a)), attributable or relating to the Business which are reflected in Assets (including the Interim Financial Statements (the "Assumed Liabilities"ownership, use or operation thereof) and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the ShareholderBusiness of Cheyenne; (xi) any unlicensed or other unauthorized use or alleged use by Cheyenne of any patented or unpatented invention, now existing or hereafter arisingregistered or unregistered trade secret, for Taxes except to copyright, trademark, trade name, service xxxx or other intellectual property rights, including the extent Intangible Assets; (xii) any dividend or other distribution declared or otherwise payable by Cheyenne; or (xiii) any accounts payable of Cheyenne other than those set forth on Schedule 2.3, and the term "Assumed Liabilities" shall not include any of the sameSCHEDULE 1.5(a)(ii).

Assumption of Liabilities. Upon and subject to the termsAs additional consideration hereunder, conditions, representations and warranties contained herein, Purchaser 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 or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, (d) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 from and after the Closing Date, Buyer shall assume and discharge the Liabilities of Sellers (fxii) Indebtedness of Seller existing on and arising subsequent to the Shareholder as of Closing Date under the Contracts and under all purchase and sales commitments and orders existing on the Closing in a principal amount not in excess of $189,609Date (the "Assumed Contracts"), (gxiii) all accounts payable, accrued expenses and other Liabilities reflected on the obligations contemplated by Section 7.5(c)Closing Statement, and (hxiv) those Liabilities pending claims for audit of accountings and payments owed by Seller relating to parties to the Contracts in respect of the Music Business which are reflected set forth on Schedule 2.2 and any other such claims made after the date of this Agreement to the extent such claims relate to periods prior to the Closing Date (collectively, the "Audit Claims") (the Liabilities referred to in the Interim Financial Statements clauses (i), (ii) and (iii) of this sentence being hereinafter collectively called the "Assumed Liabilities") ). Except as provided in the preceding sentence, and no other Liabilities of Seller. Without limiting notwithstanding anything else to the generality of the foregoingcontrary contained herein, Purchaser Buyer is not assuming and shall not be liable for any Liabilities of Sellers other than the MCI Liability Assumed Liabilities, including, without limitation, 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 disbursements referred to in Section 14.2 hereof; (d) 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; (f) for any Taxes 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 liability other Law relating to health and safety of Seller the public or the Shareholderemployees of any Seller; (h) relating to vacations, now existing or hereafter arising, for Taxes except sick days and similar benefits accrued prior to the extent set forth 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 Schedule 2.3, the Closing Statement; and the term "Assumed Liabilities" (i) of Sellers arising under or pursuant to this Agreement. Buyer shall not include assume or be bound by any Liabilities of the sameSellers, except as expressly assumed by it pursuant to this Agreement.

Assumption of Liabilities. Upon At the Closing, Acquiror shall assume, and subject thereafter shall pay, perform, satisfy or otherwise discharge when due, all of the duties, liabilities and obligations of Company as of the Closing, including any liabilities or obligations arising under any Company Material Contracts (as defined in Section 3.8), that are specifically identified and listed in SCHEDULE 2.3 attached hereto, insofar as such duties, liabilities and obligations relate to the terms, conditions, representations and warranties contained herein, Purchaser 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 or (ii) to pay for goods and services that another Person will furnish to it period after the Closing Date, (d) all Indebtedness unless otherwise expressly and specifically indicated on such Schedule. The duties, liabilities and obligations to be assumed, satisfied or performed by Acquiror pursuant to this Section 2.3 and set forth on SCHEDULE 2.3 are sometimes referred to herein individually as an "ASSUMED LIABILITY" and collectively as the "ASSUMED LIABILITIES." To the extent that a Company Material Contract or other agreement is not specifically listed in SCHEDULE 2.3, such contract or agreement, including any liabilities or obligations of Seller Company arising thereunder, shall not constitute an Assumed Liability for purposes of this Agreement. Further, to The Chase Manhattan Bankthe extent that any Company Material Contract requires the prior written consent of any third party or parties in connection with the assignment thereof, N.A. reflected and a written Consent and Assignment, substantially in the Interim Financial Statements form of EXHIBIT C hereto, has not been executed by Acquiror and the applicable third party or parties, Acquiror shall not, by operation of this Agreement, assume such Company Material Contract or any liabilities or obligations arising in from it. Except for Acquiror's assumption as of the ordinary course Closing Date of the Assumed Liabilities, Acquiror, by entering into this Agreement and consummating the transactions contemplated hereby, is not assuming or agreeing to pay or otherwise become liable for any Indebtedness, obligations or liabilities of Company or any other third party, including any shareholder of Company, of any type or nature whatsoever and, except as aforesaid, Acquiror shall not assume any such Indebtedness, obligations or liabilities, nor shall Acquiror become liable for any relating to the operation of the business of Seller after the date of the Interim Financial StatementsCompany prior to, (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 or after the Closing Date, (f) Indebtedness of Seller to the Shareholder as of the Closing in a principal amount not in excess of $189,609, (g) the obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser Company agrees that, Acquiror shall not assume (a) any liability for any legal fees or expenses of Company incurred for any reason whatsoever, including in connection with the transactions contemplated by this Agreement, (b) any liability for any claims by employees or former employees of Company concerning acts or omissions of Company, (c) any liability for any claims asserted by any third parties, including any shareholders or any creditors of Company, which is based upon or relates to any liability or obligation of Company that is not assuming the MCI Liability specifically identified in SCHEDULE 2.3 hereof and assumed by Acquiror hereunder, or (d) any liability liabilities of Seller Company for any income or the Shareholderother tax obligations or for any employee benefit obligations, now existing or hereafter arisingincluding in connection with any Company Benefit Plans referenced in Section 3.7 hereof, for Taxes except to the extent set forth on Schedule 2.3any such liabilities are specifically identified and listed in SCHEDULE 2.3 hereof. Company further agrees to satisfy and discharge as the same shall become due all obligations and liabilities of Company not specifically assumed by Acquiror hereunder. At the Closing, Acquiror shall execute and deliver to Company the term "Assumed Liabilities" shall not include any Xxxx of Sale and Assumption Agreement to evidence the assumption of the sameAssumed Liabilities pursuant hereto.

Assumption of Liabilities. Upon the terms and subject to the termsconditions of this Acquisition Agreement, conditionsas of the Effective Time, representations Seller shall assign and warranties contained hereintransfer to Buyer (or such Affiliate of Buyer as Buyer may direct), Purchaser is assuming and agreeing Buyer (or such Affiliate of Buyer as Buyer may direct) shall assume and agree to pay, discharge and perform and discharge when due only the following Liabilities of Seller relating to the ICS Business (the “Assumed Liabilities”); provided, however, that in no event shall the Assumed Liabilities include any Retained Liability: (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 as of the Effective Time for performance after the Effective Time under the agreementsexecutory portion of each Covered Lease (but solely with respect to Covered Equipment), contractsAssumed Real Property Lease and Contract listed on Exhibit 2.3(a) (the “Assumed Contracts”), leasesbut not including any Liability for any breach or default (with or without notice or lapse of time) thereunder accruing during, licensesarising out of or related to the period on or prior to the Effective Time; (b) all Liabilities relating to Transferred Employees that are assumed by Buyer or Parent pursuant to Section 5.1 and set forth on the ICS Business Closing Date Balance Sheet; (c) obligations associated with Unearned Revenue, current and other arrangements referred long-term, relating solely to in Assumed Contracts and that are set forth on the definition of Assigned Contracts either ICS Business Closing Date Balance Sheet; (d) the Liabilities set forth on Exhibit 2.3(d); (i) all employment and payroll Taxes relating to furnish goods and services to another Person the Transferred Employees that have been accrued on and after or before the Closing Date or (ii) to pay for goods and services that another Person will furnish the extent attributable to it wages payable after the Closing Date, (dii) all Indebtedness of Seller real property or personal property Taxes relating to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements Purchased Assets that have been accrued on or arising in before the ordinary course of business of Seller Closing Date but are payable after the date Closing Date and (iii) all Taxes of the Interim Financial Statements, Irish Entity that have been accrued for periods (eor portions thereof) all obligations to and ending on behalf of former employees of Seller who become employees of Purchaser that arise in or before the ordinary course of business on and Closing Date but are payable after the Closing Date; but only, in each case, to the extent such items have been included as a Liability on the ICS Business Closing Date Balance Sheet (collectively, the “Assumed Taxes”); (f) Indebtedness of Seller all environmental Liabilities relating to the Shareholder as Assumed Real Property Leases (to the extent such environmental Liabilities are set forth on the ICS Business Closing Date Balance Sheet) or the conduct of the Closing in a principal amount not in excess of $189,609, ICS Business after the Closing; and (g) the obligations contemplated by Section 7.5(c), and (h) those any other Liabilities of Seller relating outstanding immediately prior to the Business which are reflected in the Interim Financial Statements (the "Assumed Liabilities") Closing and no other Liabilities of Seller. Without limiting the generality of the foregoing, Purchaser is not assuming the MCI Liability or any liability of Seller or the Shareholder, now existing or hereafter arising, for Taxes except to the extent set forth on Schedule 2.3, the ICS Business Closing Date Balance Sheet (including Accounts Payable that are not Retained Liabilities under Section 2.4(j) below and any sales or value-added Tax payable with respect to Accounts Receivable that has been accrued on the term "Assumed Liabilities" shall not include any of the sameICS Business Closing Date Balance Sheet).

Assumption of Liabilities. Upon and subject to the terms, conditions, representations and warranties contained herein, Purchaser is assuming and agreeing to pay, perform and discharge when due only (a) all trade accounts payable Without limiting Section 4(c) below, the parties agree and accrued expenses of Seller acknowledge 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 prior to in the definition of Assigned Contracts either (i) to furnish goods and services to another Person on and after the Closing Date or (ii) to pay for goods and services that another Person will furnish to it after the Closing Date, Seller will pay or reserve against all liabilities other than deferred revenues and operating leases assumed by Buyer under Section 4(b) below. (db) all Indebtedness of Seller to The Chase Manhattan Bank, N.A. reflected in the Interim Financial Statements or arising in the ordinary course of business 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 On the Closing Date, (f) Indebtedness effective upon consummation of the Closing, Buyer shall assume and agree to discharge only the liabilities and obligations of Seller identified on Exhibit B hereto (the “Assumed Liabilities”), which liabilities shall specifically include banked vacation entitlement or accrued vacation pay owing to Transferred Employees as at the Closing Date. (c) Notwithstanding any provision in this Agreement or any other writing to the Shareholder as contrary, Buyer shall not assume and shall not be liable for any liabilities and obligations of Seller, the Shareholders or the conduct of the Closing Business by Seller of whatever nature whether presently in a principal amount not in excess of $189,609existence or arising hereafter, (g) except for the Assumed Liabilities. All such liabilities and obligations, other than the Assumed Liabilities, shall be retained by and remain liabilities and obligations contemplated by Section 7.5(c), and (h) those Liabilities of Seller relating to and the Business which are reflected in Shareholders, as the Interim Financial Statements case may be (collectively, the "Assumed “Excluded Liabilities") and no other Liabilities of Seller”). Without limiting the generality of the foregoing, Purchaser is Buyer shall not assuming assume and shall not be liable for any of the MCI Liability following liabilities or any liability obligations of Seller or the ShareholderShareholders: (i) any and all taxes levied by and owing to any foreign, now existing federal, provincial, territorial, municipal or hereafter arisinglocal taxing authority with respect to the ownership or use of the Assets by Seller or the conduct of the Business by Seller; (ii) any liabilities or obligations related to the Excluded Assets or which are not directly incident to or arising out of or incurred with respect to the Business; (iii) all lawsuits, for Taxes except claims and other liabilities or obligations arising in connection with all actions, suits, claims, investigations or proceedings to the extent set forth on Schedule 2.3, and relating to the term "Assumed Liabilities" shall not include any conduct of the sameBusiness by Seller or the ownership of the Assets by Seller; (iv) subject to Section 12 below, all liabilities or obligations relating to the employment, failure to employ or termination of employment of any individual with respect to the Business by Seller or relating to or under any labour agreements or employee benefit or compensation arrangements, plans, programs, policies, practices or agreements, including, without limitation, severance or accrued vacation pay, of Seller or for the benefit of employees of Seller, the whole to the extent that such liabilities do not relate to Transferred Employees, as defined below; (v) any liability arising under Environmental Laws (as such term is defined in Section 5(j) hereof) with respect to the conduct of the Business by Seller; (vi) any indebtedness for borrowed money or otherwise of Seller or the Shareholders; (vii) any amounts payable to Seller’s affiliates; or (viii) any workers’ compensation claims relating to employees of Seller.