Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. Effective as of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as Notwithstanding anything to the contrary contained in this Agreement or any Company Transaction Document, and regardless of whether such liability is disclosed in this Agreement, in any of the Closing DateTransaction Documents, Assignee on any Schedule hereto or thereto or otherwise, and regardless of the Buyer’s or any of its directors’, officers’, employees’ or agents’ knowledge or awareness of any liability, whether learned in connection with the Buyer’s due diligence investigation of the Development Work or otherwise, the Buyer will assume and not assume, agree to pay, perform and dischargeor discharge or in any way be responsible for any debts (including interest and/or penalties thereon), as and when dueliabilities or obligations of the Company or in connection with the Development Work of any kind or nature whatsoever, whether fixed or unfixed, known or unknown, absolute or contingent, asserted or unasserted, xxxxxx or inchoate, liquidated or unliquidated, or secured or unsecured (the “Excluded Liabilities”), except that the Buyer will assume at the Closing the following obligations: (i) all obligations of the Company under the Assumed Contracts, and indemnify and hold each Assignor harmless from and against, (xii) each liability listed in the obligations set forth on Schedule 1.03, (y1.2(ii) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "“Assumed Liabilities"”); provided however, that any liability or obligation relating to or arising from any breach, or event, circumstance or condition that with notice, lapse of time or both would constitute or result in a breach, by the Company on or before the Closing Date, of any of its obligations under an Assumed Contract shall be an Excluded Liability. Assignee shall Without limiting the generality of the foregoing, the Buyer is not assume, and shall not be obligated assuming or agreeing to pay, perform or dischargedischarge or in any way be responsible for, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, which shall include (i) all of Indebtedness (which, for the Assignors avoidance of doubt, shall remain obligated include all notes and interest payable to paythe Company’s shareholders), perform (ii) all Company Taxes, (iii) all obligations and discharge liabilities related to employee compensation (which for the avoidance of doubt shall include payroll and to indemnify accrued vacation expenses) and hold Assignee harmless againstemployee benefit plans or obligations of the Company (which, for the avoidance of doubt, shall include severance, non-compete payments, benefits, deferred compensation, continuation coverage required under COBRA for each individual who is or becomes an “M & A Qualified Beneficiary” (as such term is defined in the Treas. Without limiting Reg. §54.4980B-9 and workers’ compensation claims) as a result of the foregoingconsummation of the transactions contemplated by this Agreement), among other things(iv) all obligations and liabilities arising on or before the Closing Date, (v) all liabilities and obligations relating to or arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except out of any transaction contemplated by this Agreement and (vi) any other liabilities owed to the extent expressly assumed as provided on Schedule 1.03stockholders of the Company.

Assumption of Liabilities. Effective In accordance with the terms and upon the conditions of this Agreement, at the Closing Buyer shall assume and accept and shall pay, perform and discharge fully as and when required the following Liabilities of the Seller Entities (collectively, the “Assumed Liabilities”): (a) all Liabilities of the Seller Entities arising under or relating to the Acquired Contracts (which shall include Liabilities arising under or relating to a violation, breach or default under any Acquired Contract); (b) all accounts payable and other accrued expenses of the Seller Entities to the extent relating to the Business that are not payable to Seller or any of its Subsidiaries and that are included as a current liability in the final determination of the Working Capital Amount; (c) notwithstanding anything to the contrary in this Agreement, (i) all Liabilities under any warranty provided with respect to any Existing Business Product or otherwise with respect to the Business (collectively, the “Assumed Warranties” and such Liabilities, the “Assumed Warranty Liability”) and (ii) except as set forth in Section 1.4(b)(iv), all other Liabilities related to the manufacturing, use, sale, or packaging of any Existing Business Product; (d) all Liabilities relating to employee benefits, compensation or other arrangements with respect to any Transferred Employee, Continuing Employee or any other employee of the Business arising after the Closing; (e) with respect to the Transferred Employees, Continuing Employees or other employees of the Business, the Liabilities with respect to all accrued vacation, sick leave, and other paid time off (to the extent not paid) as of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only included as a current liability in the final determination of the Working Capital Amount; (f) Pre-Closing Employment Liabilities, in each case, solely to the extent included as a current liability in the final determination of the Working Capital Amount; (g) all Liabilities for Taxes relating to the Business, the Acquired Assets or the Assumed Liabilities (other than Taxes) to the extent that such liability is due Taxes are imposed with respect to the actions of Assignee any taxable period (or any of Assignee's affiliates, representatives or agentsportion thereof) beginning after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assumeDate, and shall not any Liability for Taxes to be obligated paid by Buyer to paythe extent provided in Section 8.2; and (h) except as set forth in Section 1.4(b)(iv), perform all Liabilities arising from or dischargerelated to any infringement, any liability misappropriation, or obligation violation of any Assignor other than Intellectual Property of any Person to the extent primarily related to the Business. provided, however, that, notwithstanding the above or anything else in this Agreement or any Ancillary Agreement to the contrary, the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for include any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Retained Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as (a) Simultaneously with the Closing, the Purchaser or an Affiliate of the Closing Date, Assignee will Purchaser shall assume and agree to be liable for, and shall pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, no other Liabilities: (xi) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed all Liabilities arising after the Closing Date with respect to under the Assets and the Assigned Transferred Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and but only to the extent that such liability is due Liabilities thereunder do not relate to any failure to perform, improper performance, or other breach, default or violation of any such Transferred Contract by Seller or any Affiliate of Seller prior to the actions Closing; (ii) all Liabilities arising from the conduct of Assignee (the Business or the ownership of the Transferred Assets by Purchaser or any Affiliate of Assignee's affiliatesPurchaser following the Closing, representatives including without limitation the design, manufacture, import, sale or agentsoffer for sale of any products by the Purchaser or any Affiliate of Purchaser irrespective of when such products were designed, manufactured, imported, or offered for sale; and (iii) after all Liabilities of the Closing Date Purchaser incurred in accordance with this Agreement, including, without limitation, those set forth on Part 1.5(a) of the Disclosure Letter (collectivelythe Liabilities described in clauses “(i)”, “(ii)”, and “(iii)” of this sentence being collectively referred to as the “Assumed Liabilities”). (b) Notwithstanding Section 1.5(a), the "Assumed Liabilities"). Assignee Purchaser shall not assume, assume and shall not be obligated responsible to pay, perform or discharge, discharge any liability Liabilities of Seller or obligation any of its Affiliates of any Assignor kind or nature whatsoever other than the Assumed Liabilities (whether the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (i) any and all Liabilities to the extent arising from, or not incurred in connection with, the Excluded Assets; (ii) any and all Liabilities of Seller or any of its Affiliates for Seller Transaction Expenses (as defined in Section 10.5(b) below); (iii) any and all Liabilities of Seller or any of its Affiliates listed on Part 1.5(b) of the Disclosure Letter; (iv) all Liabilities to the extent arising from the conduct of the Business or the ownership of the Transferred Assets on and prior to the Closing Date including, without limitation, all Liabilities associated with administering and honoring all repair and replacement warranties, returns and similar obligations related to the products and services of the Business sold on or prior to the Closing Date or such services provided on or prior to the Closing Date; provided that, with respect to products sold or services performed prior to the Closing, Purchaser will administer and honor all such warranties, returns and similar obligations on behalf of Seller and any Affiliate of Seller; (v) any Liability for (x) Taxes of Seller or any Affiliate of Seller or relating to the Transferred Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated Assumed Liabilities for any Pre-Closing Period, (y) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to Section 1.7 or (z) other claimTaxes of Seller or any Affiliate of Seller of any kind or description (including any Liability for Taxes of Seller or any Affiliate of Seller that becomes a Liability of Purchaser or any Affiliate of Purchaser under any common Legal Requirement doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Legal Requirement, loss or liability relating to any act, omission or breach by any Assignor except current real estate and personal property taxes with respect to the Business, the Assets Business or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Transferred Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03such Taxes relate to a Post-Closing Period); (vi) any Liabilities of Seller or any Affiliate of the Seller for any Pre-Closing Period relating to present or former employees, officers, directors, retirees, independent contractors or consultants of Seller or any Affiliate of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (vii) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Seller or any Affiliate of Seller, including, with respect to any breach of fiduciary obligations; (viii) any Liabilities associated with debt, loan or credit facilities of the Seller and/or any Affiliate of Seller; and (ix) any Liabilities arising out of, in respect of or in connection with the failure by Seller or any of its Affiliates to comply with any Legal Requirement or Order.

Assumption of Liabilities. Effective as of the Closing Date, Assignee will assume Leap hereby assumes and agree agrees to pay, perform perform, fulfill and discharge, as in accordance with their respective terms, all of the following Liabilities (regardless of when or where such Liabilities arose or arise or were or are incurred), except to the extent otherwise set forth in this Agreement, or the Separation and when dueDistribution Agreement: (a) all Liabilities to or relating to any Leap Individual, and indemnify his or her respective dependents and hold beneficiaries, in each Assignor harmless case relating to, arising out of or resulting from and againstemployment by QUALCOMM or a QUALCOMM Entity before becoming a Leap Individual arising under a QUALCOMM Plan, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect but only to the Assets and extent such Liabilities relate to the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach payment of a representationbonus to a Leap Individual or relate to the payment or crediting of accrued vacation and sick pay; (b) all other Liabilities to or relating to Leap Individuals and other employees or former employees of Leap or a Leap Entity, warranty or covenant, or for any claims for indemnification contained therein)and their dependents and beneficiaries, to the extent and only relating to, arising out of or resulting from future, present or former employment with Leap or a Leap Entity (including Liabilities under Leap Plans); (c) all Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Leap or a Leap Entity (including without limitation, actual or alleged offers of employment with Leap or a Leap Entity made prior to the extent that such liability is due Close of the Distribution Date to the actions employees of Assignee (QUALCOMM, a QUALCOMM Entity or any other Person, by any Person who at the time of Assignee's affiliatesthe actual or alleged offer of employment was an employee of QUALCOMM or a QUALCOMM Entity and who then became an employee of Leap or a Leap Entity); and (d) all other Liabilities relating to, representatives arising out of or agents) resulting from obligations, liabilities and responsibilities expressly assumed or retained by Leap, a Leap Entity, or a Leap Plan pursuant to this Agreement. As to bonus arrangements under a QUALCOMM Plan for which QUALCOMM has accrued a liability and which would be payable for the first time after the Closing Date (collectivelyDistribution Date, the "Assumed Liabilities"). Assignee a Leap Individual's termination of employment with QUALCOMM to become a Leap Individual shall not assumeprevent or terminate Leap's assumption of the liability to pay such bonus amount, and shall not be obligated to pay, perform or discharge, any even though the applicable QUALCOMM Plan may provide that termination of employment with QUALCOMM terminates QUALCOMM's liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03this bonus.

Assumption of Liabilities. Effective as Upon the terms and subject to the conditions of this Agreement, Purchaser shall unconditionally assume on the Closing Date, Assignee will assume Date and agree to shall unconditionally pay, perform and discharge, as and discharge when due, and Purchaser shall fully and forever indemnify and defend Seller and each Seller Representative, and hold Seller and each Assignor harmless Seller Representative harmless, from and againstagainst any and all debts, obligations and other Liabilities (xincluding reasonable out-of-pocket attorney's and other professional fees, including any related to the enforcement of this Agreement) each liability listed in Schedule 1.03of whatever kind and nature, (y) each obligation of each Assignor primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued or unaccrued, whether relating to be performed or arising prior to, at or after the Closing Date Closing, in each case, to the extent resulting from, arising out of or relating to the Portfolio (except with respect to the Assets and the Assigned Contracts and Excluded Liabilities (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained thereinas defined herein), to which Seller is retaining and shall be solely responsible for), including the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date following (collectively, the "Assumed Liabilities")): (a) all Indebtedness secured by any asset included in the Portfolio, including any Liabilities to lenders under or in connection with the Assumed Loans or the Prepayable Debt; (b) all Liabilities with respect to or otherwise in connection with all pending, threatened or other actions, suits, proceedings, investigations or other claims that relate to the Portfolio or any asset in the Portfolio, at Law, in equity or otherwise, or any tort or other claims relating to or arising from the Portfolio or any asset in the Portfolio or any matter, fact, circumstance or condition relating to the Portfolio or any asset in the Portfolio; (c) all Liabilities relating to or arising from the ownership, operation, possession or management of the Portfolio or any asset in the Portfolio, including (1) accounts payable and trade obligations and (2) to the extent set forth in Section 1.1(f) of the Seller Disclosure Letter, inter-company obligations; (d) all Liabilities under or in connection with the leases, agreements, commitments, licenses or other contracts, including any Assigned Contracts, included in the Portfolio or relating to any asset in the Portfolio; (e) all Liabilities for any violation arising in connection with or related to the Portfolio or any asset of the Portfolio under any Law, ordinance, rule or regulation relating to zoning, environmental matters, health, safety or any other matter; (f) all Liabilities relating to the condition of the Portfolio or any asset in the Portfolio or the presence thereon of any Hazardous Materials or otherwise arising under any Environmental Law or constituting an Environmental Claim in relation to the Portfolio or any asset in the Portfolio; (g) all items of income and expense that are assumed by Purchaser pursuant to Section 1.9; and (h) all other Liabilities in any way resulting from, arising out of or relating to the Portfolio or any asset in or activity resulting from, arising out of or relating to the Portfolio. Assignee shall not assume, and Purchaser's obligations under this Section 1.6 shall not be obligated subject to pay, perform offset or discharge, any liability or obligation reduction by reason of any Assignor other than the Assumed Liabilities (whether actual or not related alleged breach of any representation, warranty or covenant contained in this Agreement or any document delivered in connection herewith or any right or alleged right to indemnification hereunder. Notwithstanding anything to the Assets or Business) (collectivelycontrary contained herein, Seller shall assign to Purchaser at the "Excluded Liabilities")Closing, subject to Purchaser complying with its obligations under this Section 1.6 to indemnify and defend Seller and each Seller Representative, and shall not hold Seller and each Seller Representative harmless, from and against any and all Assumed Liabilities, all proceeds Seller or any Subsidiary thereof may be obligated for entitled to after the date hereof with respect of any other claim, loss insurance policy held at any time prior to the Closing by Seller or liability relating to any act, omission or breach by any Assignor subsidiary thereof with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except Portfolio Property to the extent expressly assumed as provided on Schedule 1.03related to an Assumed Liability, such assignment to be effected by an instrument mutually acceptable to Purchaser and Seller.

Assumption of Liabilities. Effective Upon the terms and subject to the conditions of this Agreement, on the Closing Date Buyer, or the applicable Assignee, shall assume, effective as of the Closing DateClosing, Assignee will assume and agree to pay, shall timely perform and dischargedischarge in accordance with their respective terms, as and when duethe following Liabilities (collectively, and indemnify and hold each Assignor harmless from and against, the “Assumed Liabilities”): (xa) each liability listed in Schedule 1.03, (y) each obligation all Liabilities of each Assignor to be performed the Seller or any of its Subsidiaries arising out of the ownership of the Acquired Assets or operation of the Business or the Acquired Assets on or after the Closing Date that are Related to any Acquired Asset; (b) all Liabilities arising on or after the Closing Date or Designation Assignment Date, as applicable, relating to the payment or performance of obligations with respect to the Assets and Assigned Agreements; (c) all Liabilities arising on or after the Assigned Contracts and Closing Date from or related to any Claim, Action, arbitration, audit, hearing, investigation, suit, litigation or other proceeding (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representationwhether civil, warranty or covenantcriminal, administrative, investigative, or for informal and whether pending or threatened or having any claims for indemnification contained therein)other status) arising out of the Assumed Liabilities, to the extent and only to Acquired Assets or the extent that such liability is due to operation of the actions of Assignee (Business on or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelybut not prior to the Closing Date) or relating to facts, actions, omissions, circumstances or conditions existing, occurring or accruing on or after the "Closing Date (but not prior to the Closing Date) that are Related to the Acquired Assets or the Assumed Liabilities"; (d) Buyer’s obligation to pay the Buyer Occupancy Costs; (e) subject to Section 2.8(e). Assignee shall not assume, all Liabilities for warranties and shall not be obligated to pay, perform protection agreements or discharge, any liability or obligation of any Assignor other services contracts (other than warranties relating to Intellectual Property) for the Assumed Liabilities (whether goods and services of Sellers sold or not related performed prior to the Assets or Business) (collectivelyClosing, the "Excluded Liabilities"), and shall not be obligated for including any other claim, loss or liability relating Liabilities owed by Sears Re to any act, omission or breach by any Assignor Seller in respect of reinsurance of such warranties and protection agreements (the “PA Liabilities”); (f) all Assumed Customer Credits; (g) all Cure Costs solely with respect to the Business, Assigned Agreements; (h) all Excluded Asset-Sale Taxes (except if otherwise provided in Section 2.4(i)); (i) all Liabilities resulting from actions or inactions taken by the Assets Sellers or the Assigned Contracts, or for any claim, loss or liability related Affiliate of Sellers in compliance with Section 9.2; (j) all Liabilities with respect to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except Transferred Employees (i) to the extent arising as a result of an event, action or omission that occurs on or following the Closing or (ii) expressly assumed as provided by Buyer and its Subsidiaries pursuant to Section 9.7; (k) the Severance Reimbursement Obligations, Assumed 503(b)(9) Liabilities, Other Payables and all payment obligations with respect to the Ordered Inventory; provided, that: (i) Buyer shall not be required to make any payments with respect to the Other Payables until the later of (1) the Closing Date and (2) the date that the applicable obligation thereunder becomes due in the Ordinary Course of Business; (ii) Buyer shall not be required to make any payments with respect to Assumed 503(b)(9) Liabilities until the earlier of (1) the date that is 120 days following the Closing Date and (2) the date on Schedule 1.03.which a chapter 11 plan of reorganization is confirmed by the Bankruptcy Court with respect to the Debtors; (iii) Buyer’s obligations with respect to the Severance Reimbursement Obligations shall not exceed $43,000,000 in the aggregate, and notwithstanding Section 2.3(k)(i), the timing of such reimbursement shall be made in accordance with Section 9.7(i); (iv) Buyer’s obligations with respect to the Assumed 503(b)(9) Claims shall not exceed $139,000,000 in the aggregate; (v) Buyer’s obligations with respect to the Other Payables shall not exceed $166,000,000 in the aggregate; (vi) In the event that the Aggregate DIP Shortfall Amount is a positive number, Buyer’s obligations to assume the Liabilities described in this clause (k) shall be reduced dollar for dollar by the Aggregate DIP Shortfall Amount in the following order, until the aggregate amount of all such reductions is equal to the Aggregate DIP Shortfall Amount: first, the Severance Reimbursement Obligations, second, the Other Payables and third, the Assumed 503(b)(9)

Assumption of Liabilities. Effective as of the Closing Date, Assignee will Purchaser shall assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, only those liabilities specifically described on Schedule 1.2 (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall Except for the Assumed Liabilities specifically described in the immediately preceding sentence, Purchaser has not assumeassumed or undertaken, and is not assuming or undertaking, to discharge or perform, any obligation or liability of Seller, all of which obligations and liabilities Seller and OTC hereby undertake to fully discharge, pay and/or satisfy as and when the same may become due. Without limiting the generality of the foregoing, Purchaser shall not be obligated deemed to payhave assumed, perform nor shall Purchaser assume, any liability based upon or discharge, arising out of any tortious or wrongful actions of Seller or any liability for the payment of (i) any liability or obligation of Seller arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and the performance of the transactions contemplated hereby including, without limitation, any Assignor tax liability so arising; (ii) any liability or obligation of Seller for any foreign, federal, state, county or local taxes, or any interest or penalties thereon, accrued for, applicable to or arising from any period ending on or prior to the date of Closing other than the Assumed Liabilities Mexican Value Added Tax (whether the "VAT") on the assets of Seller located at the facility in Reynosa, Tamaulipas, Mexico, which will be shared in accordance with Section 8.2 hereof; (iii) any salary, wage, benefit, bonus, vacation pay, sick leave, insurance, employment tax or not related similar liability of Seller to any employee, officer, director or other person or entity allocable to services performed on or prior to the Assets date hereof; or Business(iv) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating contributions to any actpension, omission employee benefit or breach by profit sharing plan of Seller, ODM or OTC for the benefit of any Assignor with respect to the Businessof Seller's employees, the Assets officers or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03directors.

Assumption of Liabilities. Effective as of the Closing DateClosing, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or neither Seller nor any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee its Affiliates shall not assume, and shall not be obligated to pay, perform or discharge, have any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities")with respect to, and Buyer shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to assume and thereafter pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other thingswhen due, all liabilities arising from and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except Closing, to the extent expressly related to or arising from, the Transferred Consumer Care Assets, the Consumer Care Business, the Transferred Rx Product Assets, the Rx Product Business and/or the Conveyed Sites, other than the Retained Liabilities (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations of the Companies or any of their Subsidiaries shall not constitute Assumed Liabilities, it being acknowledged and agreed that such liabilities or obligations (other than Retained Liabilities) shall remain the liabilities or obligations, as applicable, of the Companies or their applicable Subsidiaries immediately after the Closing, and (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included in the calculation of Closing Date Net Working Capital; (c) (i) with respect to the Transferred Employees (other than the Company Employees) that are employed in the United States, obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to vacation and sick leave, and (ii) with respect to the Transferred Employees (other than the Company Employees) that are employed in a jurisdiction other than the United States, obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to vacation, holiday pay, annual leave and sick leave and all other obligations and liabilities of Seller and its Affiliates that are required to be assumed as provided on Schedule 1.03by Buyer or its Affiliates under applicable Laws in connection with the Contemplated Transactions; (d) any Taxes for which Buyer is responsible under Section 6.1 of this Agreement; (e) any obligations or liabilities to the extent relating to the Consumer Care Business in connection with any Litigation, other than Retained Liabilities; (f) any obligations or liabilities arising under Environmental Law to the extent relating to the ownership or operation of the Consumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Assets or the Conveyed Sites, other than Retained Liabilities; (g) the Assumed Rx Liabilities; and (h) the obligations and liabilities set forth in Section 2.6(h) of the Seller Disclosure Schedule.

Assumption of Liabilities. (a) At the Effective as of the Closing DateTime, Assignee will Covisint shall assume and agree to paydischarge and be responsible for all of the liabilities and obligations, perform known and dischargeunknown, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty whether absolute or covenant, or for any claims for indemnification contained therein)contingent, to the extent and (but only to the extent extent) that such liability is due liabilities and obligations relate to the actions of Assignee Transferred Assets or the Covisint Business (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "“Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"”), including without limitation: (i) all of Compuware’s payment, performance and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or obligations under the Assigned Contracts, whether arising prior to, on or for any claim, loss or liability related after the Effective Time; and (ii) all other liabilities relating to the Excluded Transferred Assets, whether incurred prior to, on or after the Effective Time. Notwithstanding the foregoing, Covisint shall assume and agree to discharge and be responsible for all of the liabilities and obligations relating to the Covisint Employees, Former Covisint Employees, Compuware Plans, and the Covisint Plans as specifically set forth in the Employee Benefits Agreement. For purposes of clarity, the Assumed Liabilities only include such liabilities and obligations that relate to the Transferred Assets or the Covisint Business that are liabilities or obligations of Compuware and do not include any liabilities or obligations of any Compuware Entity that is organized in a foreign jurisdiction. (b) Except as provided under this Section 2.2, Covisint shall not assume or agree to perform, pay or discharge, or have any liability for, and Compuware shall remain unconditionally liable for and shall discharge, any obligations, liabilities and commitments of Compuware, of any kind or nature, known or unknown, fixed or contingent (the “Excluded Liabilities, all ”). (c) The assumption of which, the Assignors liabilities by Covisint under this Section 2.2 shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus not enlarge any rights of Third Parties under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Contracts with Covisint or Compuware.

Assumption of Liabilities. Effective as Buyer shall assume, agree to perform, and discharge when due only those obligations of Seller arising out of the Closing Date, Assignee will assume contracts and agree to pay, perform agreements listed on Schedules 7(j) and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x7(k) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets period from and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assumeSeller and Buyer agree that, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities Liabilities, Buyer does not agree to assume and shall have no responsibility for any of the debts, obligations or liabilities of Seller (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and all of which shall not remain the sole responsibility of Seller. The Excluded Liabilities include without limitation all of the following: (a) Any tax liability or tax obligation of Seller, which has been or may be obligated asserted by any taxing authority, including without limitation any such liability or obligation arising out of or in connection with this Agreement or the transactions contemplated hereby. (b) Any liability or obligation of Seller whether incurred prior to, at or subsequent to the Closing for any amounts due or which may become due to any person or entity solely by reason of the fact that such person or entity is or has been a holder of any debt or equity security of Seller. (c) Any trade account payable or note payable of Seller or any contract obligation of Seller (other than the Assumed Liabilities) whether incurred prior to, at or subsequent to the Closing. (d) Any liability or obligation arising out of any litigation, suit, proceeding, action, claim or investigation, at law or in equity or in arbitration, related to Seller's operation of the Business prior to the Closing. (e) Any claim, loss liability or liability relating to any actobligation, omission known or breach by any Assignor with respect to the Businessunknown, contingent or otherwise, the Assets existence of which is a breach of, or inconsistent with, any representation, warranty or covenant of Seller set forth in this Agreement. (f) Any liability or obligation specifically stated in this Agreement or the Assigned Contracts, or for any claim, loss or liability related Schedules hereto as not to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03by Buyer.

Assumption of Liabilities. (1) From and after the Closing Date, Buyer shall assume, and shall honor, pay, perform and satisfy when due any and all liabilities, obligations and responsibilities to, or in respect of, each Transferred Employee, and each former employee and officer of Echelon and its subsidiaries, arising under the terms of, or in connection with, any Employee Benefit Plan, in each case, in accordance with the terms thereof in effect immediately prior to the date hereof, with respect to events or claims arising at any time; provided, that nothing contained herein shall constitute a commitment or obligation on the part of Buyer to continue any such Employee Benefit Plan after the Closing Date except that Buyer shall provide, or shall cause to be provided, effective commencing on the Closing Date, coverage to all current and former employees of Echelon and its subsidiaries (including any employees who do not accept the offer of employment described in Section 11.1 hereof), and their spouses and dependents, under a group health plan which does not contain any waiting period or exclusion or limitation with respect to any pre-existing conditions, and Buyer shall be solely responsible for compliance with the requirements of Section 4980B of the Code and part 6 of subtitle B of Title I of ERISA ("COBRA"), including, without limitation, the provision of continuation coverage, with respect to all such current and former employees, spouses and dependents, for whom a qualifying event occurs before, on or after the Closing Date. The terms "group health plan", "continuation coverage", "qualifying event" and "qualified beneficiary" are used in this Section 11.2(a)(1) with the respective meanings ascribed thereto in COBRA. (2) On the Closing Date, Buyer shall assume sponsorship of the Echelon International Corporation Savings Plan (the "Savings Plan") and the related trust, and the liabilities thereunder, with respect to all persons entitled to benefits under the provisions of the Savings Plan, and Echelon shall cause all right, title, interest, authorities, obligations, duties, liabilities and assets of Echelon and its subsidiaries in, to and under the Savings Plan and the related trust to be transferred to and assumed by Buyer and any successor trustee, respectively, in accordance with applicable law. At Closing, the parties shall execute and deliver such documents and instruments as may be required to effect such assumption and transfer and to ensure that all assets of the Savings Plan, as the same exist immediately prior to the Closing Date, shall be transferred with the Savings Plan to the extent provided in this Section 11(a)(2). Effective upon Closing, Buyer will be substituted for Echelon as the plan sponsor under the Savings Plan. For a period of at least twelve (12) months following the Closing Date, Buyer covenants and agrees to maintain the Savings Plan in accordance with the terms of the Savings Plan as in effect on the date hereof, except to the extent that Buyer is required to amend the Savings Plan to comply with applicable law. (3) Buyer shall be solely responsible for and shall indemnify and hold Echelon and its subsidiaries harmless from any obligations or Losses relating to claims made by any of the Transferred Employees for their compensation, severance or termination pay, benefits or notice under any applicable Federal, state or local law or under any plan, policy, practice or agreement, in each case, that accrues after the Closing Date and arises as a result of their employment or separation from employment with Buyer or its subsidiaries after the Closing Date. (b) Subject to Section 11.2(a) hereof, Echelon shall be solely responsible for and shall indemnify and hold Buyer harmless from any obligations or Losses relating to claims made by any current or former employee of Echelon and its subsidiaries, including, without limitation, the Transferred Employees, for their compensation, severance or termination pay, benefits or notice under any applicable Federal, state or local law or under any plan, policy, practice or agreement, in each case, that accrue through the Closing Date as a result of their employment or separation from employment with Echelon or its subsidiaries. On or prior to the Closing Date, Echelon shall satisfy all obligations (including payments due as a result of a change of control of Echelon or otherwise) then due and payable under any employment agreement entered into by Echelon or any of its subsidiaries (including the employment agreements described on Schedule XIII) and shall deliver to Buyer copies of any and all employee estoppel letters delivered in connection therewith. (c) Accrued but unpaid vacation, sick or other paid time off with respect to all employees of Echelon and its subsidiaries as of the Closing Date, Assignee will assume and agree to payincluding, perform and dischargewithout limitation, as and when duethe Transferred Employees, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein)shall, to the extent permitted by applicable law, be assumed by Buyer and only to paid by Buyer in accordance with the extent that such liability is due to terms of the actions applicable policies and procedures of Assignee Echelon and its subsidiaries in effect on the date hereof. (d) In the event of any "plant closing" or "mass layoff" by Buyer, as defined by the Federal Worker Adjustment Retraining Notification Act, 29 U.S.C. ss. 2101 et seq. ("WARN"), or any of Assignee's affiliatesstate law equivalent, representatives or agents) which shall occur after the Closing Date (collectivelyDate, Buyer shall comply with all of the "Assumed Liabilities"). Assignee shall not assume, requirements of WARN and any applicable state law equivalent and shall not be obligated to pay, perform or discharge, indemnify Echelon and its subsidiaries from and against any liability or obligation Losses incurred by Echelon and its subsidiaries as the result of any Assignor other than the Assumed Liabilities action against Buyer or Echelon (whether or not related to the Assets or Businessand/or its subsidiaries) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03WARN.

Assumption of Liabilities. Effective as Upon the sale and purchase of the Closing DateContributed Assets, Assignee will FRS shall assume and agree to pay, perform pay or discharge when due the liabilities and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation obligations of each Assignor Clintec which are to be performed after the Closing Date with respect (as defined in Section 1.6 below) as are described on Schedule 1.2. Such liabilities to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), be assumed by FRS under this Agreement are hereinafter sometimes referred to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, as the "Assumed Liabilities"). Assignee ." Except as otherwise specifically provided in this Section 1.2, (a) FRS shall not assumeassume or be liable for any obligation or liability of Clintec, of any kind or nature, known, unknown, contingent or otherwise, including without limitation: (i) any liability of Clintec incurred in connection with this Agreement and the transactions provided for herein, including brokerage, accounting and counsel fees, transfer and other taxes, and shall not be obligated expenses pertaining to paythe performance by Clintec of its obligations hereunder, perform or discharge, (ii) any liability or obligation of Clintec arising out of any Assignor contract or agreement, (iii) any liability or obligation arising out of or relating to the clinical development or testing of the Compounds or the Other Compounds on or prior to Closing, (iv) any obligations to Clintec's employees, including without limitation, any pension, retirement, or profit-sharing plan or trust, (v) any litigation, proceeding, claim by any person or entity or other than obligation of Clintec arising out of the conduct of Clintec's business or its use of the Compounds or other Contributed Assets prior to the Closing Date, whether or not such litigation, proceeding, claim or obligation is pending, threatened, or asserted before, on, or after the Closing Date, (vi) Taxes (as defined in Section 1.8) whether relating to periods before or after the Closing Date, and (vii) any obligations under any law, including but not limited to antitrust, civil rights, health, safety, labor, discrimination and environmental laws; and (b) Clintec shall be solely responsible for, and shall discharge, any and all liabilities and obligations of Clintec not included within the Assumed Liabilities. The assumption of the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), by FRS hereunder shall be treated as independent of its existing business and shall not be obligated for enlarge any other claim, loss rights of third parties under contracts or liability relating to arrangements with FRS or Clintec. Nothing herein shall prevent FRS from contesting in good faith any act, omission or breach by any Assignor with respect to of the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Assumed Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective (a) Upon the terms and subject to the conditions set forth in this Agreement, as of the Closing Date, Assignee will assume the Acquirors jointly and severally agree to payassume, perform satisfy, perform, pay and dischargedischarge each of the following Liabilities (the "Assumed Liabilities"): (i) all Liabilities of any of the Elan Companies or any of their respective Subsidiaries arising out of any product liability, as and when duepatent infringement, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation breach of each Assignor warranty or similar claim for injury to be performed person or property asserted on or after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), but only to the extent and resulting from the use or misuse of Products sold on or after the Closing Date by or on behalf of the Acquirors (including all proceedings relating to any such Liabilities); (ii) all Liabilities of any of the Elan Companies or any of their respective Subsidiaries 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) on or after the Closing Date; (iii) all Liabilities of any of the Elan Companies or any of their respective Subsidiaries arising out of government seizures, field corrections, withdrawals or recalls of Products sold on or after the Closing Date by or on behalf of the Acquirors, which are claimed on or after the Closing Date; (iv) all Liabilities for Taxes arising out of, directly or indirectly, the Purchased Assets or the ownership, Control, lease or license of any of the Purchased Assets for any Post-Closing Tax Period, other than the Excluded Tax Liabilities; (v) all Liabilities of any of the Elan Companies or any of their respective Subsidiaries arising out of user or other similar fees payable to the FDA or other Governmental or Regulatory Authority but only to the extent that such liability is fees are due to and payable on account of the actions operation of Assignee (the Businesses on or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelyand to the extent that any of the Elan Companies or any of their respective Subsidiaries have paid any such fee prior to the Closing Date, the "Assumed Liabilities"Acquirors shall promptly reimburse the appropriate Elan Company or Subsidiary for such payment, subject to the provisions of Section 11.02(b). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation ); and (vi) all other Liabilities of any Assignor other than of the Assumed Liabilities (whether Elan Companies or not related to the Assets any of their respective Subsidiaries arising out of, directly or Business) (collectivelyindirectly, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Purchased Assets or the Assigned Contractsownership, Control, lease or for license of any claimof the Purchased Assets, loss or liability related but only to the Excluded Assets extent such Liabilities arise from the Acquirors' operation of the Businesses on or after the Excluded LiabilitiesClosing Date. (b) Notwithstanding anything contained in this Agreement to the contrary or any disclosure to the Acquirors, all of whichfrom and after the Closing Date, the Assignors Acquirors shall remain obligated to not assume any, and the Elan Companies shall retain and pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other thingswhen due, all liabilities of the following Liabilities ("Excluded Liabilities"): (i) all accounts payable and other Liabilities of the Elan Companies and their respective Subsidiaries for materials and services with respect to the manufacture of the Products or any Current Skelaxin Improvement or Sonata Line Extension incurred prior to the Closing Date; (ii) any income Tax payable by the Elan Companies or any member of any affiliated group of which the Elan Companies are, or have been, a member, or any Tax arising out of, directly or indirectly, the Purchased Assets or the ownership, Control, lease or license of any of the Purchased Assets for any Pre-Closing Tax Period, other than any transfer Tax for which the Acquirors are responsible pursuant to Section 4.03 ("Excluded Tax Liability"); (iii) all Liabilities of the Elan Companies and their respective Subsidiaries arising out of any product liability, patent infringement, breach of warranty or similar claim for injury to person or property whenever asserted which resulted from the matters described use or misuse of Products sold prior to the Closing Date (including all proceedings relating to any such Liabilities); (iv) all Liabilities of the Elan Companies and their respective Subsidiaries arising out of government seizures, field corrections, withdrawals or recalls of Products sold prior to the Closing Date, which are claimed prior to, on or after the Closing Date; (v) except as otherwise expressly provided in Section 8.16, all Liabilities of the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except Elan Companies and their respective Subsidiaries with respect to any litigation or other claims to the extent arising from any event, circumstance or condition occurring or alleged to have occurred prior to the Closing Date; (vi) all Liabilities of the Elan Companies and their respective Subsidiaries 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 Businesses prior to the Closing Date; (vii) any Liability of the Elan Companies or any of their respective Affiliates arising out of any Excluded Asset or arising out of the operation or conduct by the Elan Companies or their Affiliates of any business other than the Businesses; (viii) except as otherwise expressly assumed provided in Section 2.04, any Liabilities arising from or pursuant to any Contracts as to which an Elan Third Party Consent is not obtained by the Closing Date regardless of whether the Acquirors waive delivery of such Elan Third Party Consent; (ix) except as otherwise expressly provided on Schedule 1.03in Section 8.10, 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 employment of Employees by the Elan Companies or any of their Affiliates; (x) except as otherwise expressly provided in Section 8.10, any Liabilities for severance or other obligations arising out of the cessation of employment at or prior to the Closing of Employees or any other former employees of the Elan Companies or their Affiliates by the Elan Companies or their Affiliates; (xi) any Liability of the Elan Companies to any of their respective Affiliates; (xii) except as otherwise expressly provided in Section 8.16, all Liabilities of the Elan Companies and their respective Subsidiaries arising out of any Elan Companies Proceeding; and (xiii) any other Liability of any of the Elan Companies or any of their respective Subsidiaries that is not specifically listed as an Assumed Liability under Section 3.01(a).

Assumption of Liabilities. Effective as With the exception of those liabilities expressly assumed by Buyer in accordance with the provisions of subsection 1(d) (the “Assumed Liabilities”), Buyer does not assume and shall in no event be liable for any debts, liabilities or obligations of the Closing DateCorporation or any Stockholder, Assignee will assume and agree to paywhether fixed or contingent, perform and dischargeknown or unknown, as and when dueliquidated or unliquidated, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty secured or covenantunsecured, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee otherwise (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "“Excluded Liabilities"”), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other thingsBuyer does not assume: (i) any liability for Taxes (as hereinafter defined) payable for any periods prior to and including the Closing Date, all liabilities unless specifically set forth on Schedule 1(d)(i); (ii) any liability or obligation to any employee, director, officer or stockholder of the Corporation, including without limitation, any liability in connection with any Employee Benefit Plan (as hereinafter defined) not specifically set forth on Schedule 1(d)(i); (iii) any trade payables not specifically set forth on Schedule 1(d)(i); (iv) unless specifically set forth on Schedule 1(d)(i), any liability or obligation for brokerage commissions, finders’ fees or professional services of any kind, including attorneys’ fees, incurred in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby whether or not disclosed in this Agreement; (v) any liability or obligation arising under any arbitration or litigation proceeding, whether or not disclosed in this Agreement, unless such liability is pursuant to a settlement agreement executed prior to the date hereof and included herein as an Assigned Contract (as hereinafter defined); (vi) any liability or obligation arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except events occurring on or prior to the extent expressly assumed Closing Date, whether or not disclosed in this Agreement, arising from (A) environmental matters, (B) the infringement by the Corporation upon any intellectual property rights of others, or (C) the failure to comply with any requirements of law or any requirements of governmental bodies or agencies having jurisdiction over the Corporation, the Acquired Assets or the conduct of the Business; and (vii) any liability or obligation arising as provided on Schedule 1.03a result of, or which existence constitutes, a breach of any of the Corporation’s representations, warranties or covenants contained in this Agreement.

Assumption of Liabilities. Effective as of (a) On the terms set forth herein, on and after the Closing Date, Assignee will assume and agree to payBuyer shall assume, perform and dischargepay the Assumed Liabilities. (b) Buyer is assuming only the Assumed Liabilities from the Seller and its Affiliates and is not assuming any other liability of the Seller or any of its Affiliates of whatever nature, as whether presently in existence or arising hereafter and when duewhether or not identified in any disclosures in the Seller Disclosure Schedule (the “Retained Liabilities”) and Buyer does not assume and shall in no event be liable for any such Retained Liabilities, including, but not limited to: (i) all liabilities to the extent arising out of or relating to the operation or conduct by the Seller or any of its Affiliates of any retained businesses, and indemnify all liabilities to the extent arising out of or relating to any Excluded Asset; (ii) all liabilities and hold each Assignor harmless from commitments of the Seller or its Affiliates in respect of Taxes incurred with respect to a Pre-Closing Period; (iii) all debt of Seller or its Affiliates for borrowed money; (iv) all liabilities to any broker, finder or agent or similar intermediary for any broker’s fee, finders’ fee or similar fee or commission relating to the transactions contemplated by this Agreement for which the Seller or its Affiliates is responsible pursuant to Section 3.16; (v) all liabilities of Seller and againstits Affiliates with respect to any Environmental Law or environmental conditions, (x) each liability listed in Schedule 1.03events, (y) each obligation or circumstances, including with respect to any release of each Assignor to be performed Hazardous Substances after the Closing Date to the extent said liabilities arise from or in connection with conditions, events or circumstances occurring on or before the Closing Date, including without limitation the migration of Hazardous Substances which were released on or prior to the Closing Date; (vi) with respect to the any Purchased Assets and Assigned Contracts, all liabilities and obligations arising thereunder prior to the Assigned Contracts and (z) each other liability Closing, out of each Assignor thereunder (including liabilities for any breach of a representation, warranty breaches or covenantviolations thereof, or for any claims for indemnification contained therein), amounts due thereunder that relate to periods prior to the extent and only Closing (subject to Section 2.6) or result from the consummation of the transactions contemplated hereby (subject to Section 2.8); and (vii) any other liabilities of the Seller or current or former Affiliates thereof related to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliatesPurchased Assets, representatives or agents) after the Closing Date (collectivelyif any, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as Purchaser does not and shall not assume or agree to assume, and shall not acquire or take over, the Liabilities and obligations of Seller of any nature, direct, contingent or otherwise, except for the obligations which arise out of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, ownership of the Properties by Purchaser (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and but only to the extent that such liability is due to Liabilities and obligations first arise or accrue after the actions Closing Date) and the obligations of Assignee (Seller under the Third Party Leases which first arise or any of Assignee's affiliates, representatives or agents) accrue from and after the Closing Date (collectively, the "“Assumed Liabilities"”). Assignee shall not assumeExcept as set forth in the preceding sentence, and except as otherwise provided herein or in the Stock Purchase Agreement, Purchaser shall not be obligated to paynot, perform directly or dischargeindirectly, assume any liability Liabilities, obligations, or obligation responsibilities of Seller of any Assignor other than nature whatsoever (the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded “Retained Liabilities"”), whether liquidated or unliquidated, known or unknown, actual or inchoate, accrued, contingent or otherwise, and shall not be obligated for any other claimwhether arising from facts existing or events occurring prior to, loss on or liability relating to any act, omission or breach by any Assignor with respect to after the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless againstClosing Date. Without limiting the generality of the foregoing, among other thingsit is expressly agreed that Purchaser shall have no Liability to, all liabilities for, or in respect of (i) any obligation or Liability of Seller to any present or former customer or supplier of Seller, (ii) any obligation or Liability of Seller with respect to claims on account of personal injury arising from out of any injury sustained by any Person at any of the Properties prior to the Closing Date, (iii) any Liability or obligation relating to any of the matters described disclosed or required to be disclosed on the Schedules hereto including, without limitation, any Liability, obligation or related expense arising out of, pursuant to or in connection with the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided matters set forth on Schedule 1.035.4 and any claim, action, suit, litigation or administrative, arbitration or other proceeding or governmental investigation involving Seller or any employee of Seller or regardless of whether any such claim, action, suit, litigation, arbitration, proceeding or investigation is made, brought or commenced prior to or after the Closing Date, (iv) any obligation or Liability of Seller which is incurred or arises after the Closing Date which constitute Assumed Liabilities and (v) any obligation of Seller for state, local, foreign or federal Taxes including, without limitation, any obligation for franchise, unitary business, capital stock or income Taxes (subject to Section 4.6 hereof).

Assumption of Liabilities. Effective as of At the Closing Datehereunder and except as otherwise specifically provided in this SECTION 1.4, Assignee will the Purchaser shall assume and agree to pay, perform and dischargedischarge or perform, as appropriate, the following liabilities and when dueobligations of the Seller and Cephalon (the "ASSUMED LIABILITIES"): (a) all obligations of the Seller or Cephalon, and indemnify and hold each Assignor harmless from and againstas applicable, (x) each liability listed under the contracts, agreements, leases or arrangements specified in Schedule 1.03, (y1.1(a)(iv) each obligation of each Assignor to be performed at or after the Closing Date; (b) all obligations of the Seller, if any, accruing at or after the Closing Date with respect to under the Assets and the Assigned Contracts and Facilities Leases; (zc) each other liability all obligations of each Assignor thereunder (including liabilities for any breach of a representationCephalon, warranty if any, accruing at or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date under the Equipment Leases to the extent the Purchaser has assumed such Equipment Leases; and (collectivelyd) sales and use tax liability resulting from the sale or arising after the sale of the Purchased Assets regardless of which party hereto may be deemed by law to bear responsibility for payment of such taxes. In no event, however, shall the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform Purchaser assume or discharge, incur any liability or obligation under this SECTION 1.4 or otherwise in respect of any Assignor other than of the Assumed Liabilities following: [*] Confidential information has been omitted and filed separately with the Commission. (whether i) any federal, state or not related local income taxes charged, assessed or payable by the Seller (or any member of any affiliated group of which the Seller is a member), including without limitation such income taxes incident to or arising as a consequence of the negotiation or consummation by the Seller (or any member of any affiliated group of which the Seller is a member) of this Agreement and the transactions contemplated hereby; (ii) any sales, use, excise, franchise, personal or real property taxes or any similar taxes, fees or governmental charges attributable to events or periods prior to the Assets Closing Date; (iii) any liability or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss obligation arising from or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or any events, acts or omissions by the Excluded Seller prior to the Closing Date (other than the Assumed Liabilities), all including without limitation, any liability or obligation arising from or related to the environmental condition of whichthe Facilities prior to the Closing Date; or (iv) any liability or obligation related to any employees of the Seller, or under any benefit arrangement of the Assignors shall remain obligated to paySeller with respect thereto, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other thingsincluding without limitation, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except for pay, wages, salaries, unemployment compensation and insurance, employee benefits, and contributions to the extent expressly assumed as provided on Schedule 1.03employee benefit plans, however classified.

Assumption of Liabilities. Effective Upon the terms and subject to the conditions and limitations set forth in this Agreement, at the Closing, TRM or the applicable Tower Entity will assume from the applicable member of the HIG Group, as appropriate, any and all Liabilities of such Person of any kind or character to the extent relating to or arising from the ownership or use of the Transferred Assets or the Employee Group, including Transferred Employees and Non-Transferred Employees, as such Liabilities exist as of the Closing DateClosing, Assignee will assume but excluding all Excluded Liabilities, regardless of when such Liabilities may be discovered or reported (“Assumed Liabilities”), including the following Liabilities: (a) any Liability relating to any failure or alleged failure to comply with, or any violation or alleged violation of, any Applicable Law to the extent relating to the Transferred Assets, the Employee Group, including any Transferred Employees and agree any Non-Transferred Employees; (b) any Liability to paythe extent relating to any breach of any contract or agreement included in the Transferred Assets; (c) any Liability to the extent relating to any employee within the Employee Group, perform and dischargeincluding any Transferred Employee or any Non-Transferred Employee, as and when due, and indemnify and hold each Assignor harmless from and against, including any Liability to the extent relating to (xi) each liability listed in Schedule 1.03, (y) each obligation any employee benefit plan or employee benefits maintained by any member of each Assignor the HIG Group or any Person who was an Affiliate of the HIG Group on or prior to be performed after the Closing Date with respect to any employee within the Assets Employee Group, including any Transferred Employee or any Non-Transferred Employee, (ii) the termination of any employee benefit or employee benefit plans with respect to any employee within the Employee Group, including any Transferred Employee or any Non-Transferred Employee, (iii) payroll and employee benefits accrued by any employee within the Assigned Contracts and Employee Group, including any Transferred Employee or any Non-Transferred Employee, (ziv) each other liability the termination of each Assignor thereunder (employment of any employee within the Employee Group, including liabilities for any breach Transferred Employee or any Non-Transferred Employee, including, any termination of a representation, warranty any such Person deemed to have occurred upon the consummation of the transactions contemplated by this Agreement or covenantthe Stock Purchase Agreement, or for (v) any claims for indemnification contained therein)“Success Bonus”, “Stay Bonus” or other bonus, profit sharing or incentive compensation payable to any Transferred Employee pursuant to any bonus plan of or maintained by any member of the HIG Group or any Person who was an Affiliate of the HIG Group on or prior to the Closing Date; (d) any Liability arising under any Producer Agreement or to the extent and only relating to the extent that Producer under any such liability is due Producer Agreement or the activities of such Producer under such Producer Agreement; (e) 50% of any Other Liability; and (f) any Liability for Taxes relating to or arising from the actions ownership or use of Assignee (the Transferred Assets, or any of Assignee's affiliatesthe Employee Group, representatives or agents) after including the Transferred Employees and the Non-Transferred Employees prior to the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Date.

Assumption of Liabilities. Effective Amylin is not assuming or in any way becoming liable or responsible for any Liability of Restoragen, except as of expressly set forth in this Section 1.3. On the Closing Date, Assignee will assume Amylin agrees to assume, and agree to pay, perform and dischargepay in accordance with their respective terms, as all obligations arising with respect to periods commencing after the Closing under the Acquired Contracts and when duethe obligations to Third Parties described on Exhibit C (the “Assumed Liabilities”). Without limiting the generality of the foregoing and notwithstanding anything to the contrary contained in this Agreement, the “Assumed Liabilities” shall not include, and indemnify and hold each Assignor harmless Amylin shall not be required to assume or to perform or discharge: (a) any Liability of any stockholder of Restoragen or any other Person, except for Restoragen; (b) any Liability of Restoragen arising out of or relating to the execution, delivery or performance of any of the Transactional Agreements; (c) any Liability of Restoragen for any fees, costs or expenses of the type referred to in Section 16.2(a) of this Agreement; (d) any Liability of Restoragen arising from and againstor relating to any action taken by Restoragen, or any failure on the part of Restoragen to take any action, at any time after the Closing Date; (e) any Liability of Restoragen arising from or relating to any claim or Proceeding against Restoragen, including, without limitation, any claim or Proceeding against Restoragen relating to clinical trials conducted by or on behalf of Restoragen prior to the Closing Date; (f) any Liability of Restoragen for the payment of any Tax; (g) any Liability of Restoragen to any employee or former employee of Restoragen; (h) any Liability of Restoragen to any of its stockholders, Affiliates or their respective Representatives; (i) any Liability under any Acquired Contract, if Restoragen shall not have obtained, prior to the Closing Date, any Consent required to be obtained from any Person or Court Approval with respect to the assignment or delegation to Amylin of any rights or obligations under such Acquired Contract; (j) any Liability under any Contract to which Restoragen is a party or to which any of the Assets are subject, other than the Acquired Contracts; (k) any Liability that is inconsistent with or constitutes an inaccuracy in, or that arises or exists by virtue of any Breach of, (x) each liability listed any representation or warranty made by Restoragen in Schedule 1.03any of the Transactional Agreements, or (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability covenant or obligation of Restoragen contained in any Assignor other than of the Assumed Liabilities Transactional Agreements; or (whether or not related to the Assets or Businessl) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating Liability that is not referred to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described specifically in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03second sentence of this Section 1.3.

Assumption of Liabilities. Effective as of the Closing DateIntellijet hereby assumes, Assignee will assume and agree agrees to pay, observe and perform all of the duties, obligations, terms, provisions and dischargecovenants of, as all of Company's burdens, debts, obligations and when dueliabilities of every nature and kind, whether liquidated or contingent, choate or inchoate, known or uxxxxxx, including but not limited to Company's accounts payable, vendor claims, notes payable, obligations under any contracts, agreement, instruments, licenses and leases, accrued salaries and benefits, taxes of any kind or nature, filings made with any regulatory agencies, fines and penalties, accrued expenses, employment matters and benefits, employment contracts, debt, subordinated debt, claims made by any past or current holders of the Company's securities, warranties and other customer claims, actions and proceedings, pending or threatened, and indemnify and hold each Assignor harmless from and againstliabilities, (x) each liability listed in Schedule 1.03obligations or claims, (y) each obligation of each Assignor whether or not presently asserted, arising out of, relating to be performed after or connection with the Closing Date with respect to Company's Assets or any business heretofore conducted by the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (Company or any of Assignee's affiliatesits affiliates and subsidiaries at any time prior to the closing of that certain Securities Purchase Agreement ("Purchase Agreement") between Jordan and Keating Reverse Merger Fund, representatives or agentsLXX ("XXM Fund") after the Closing Date dated January 11, 2005 (collectively, "Closing") (the "Assumed Liabilities"). Assignee The Assumed Liabilities shall include, but not assumebe limited to: (i) all of the Company's liabilities and obligations under any license agreements including all obligations for the payment of past, current or future royalties payable thereunder; (ii) any claims by past or present stockholders, debt holders, warrant holders, or option holders of the Company on account of actions or events occurring prior to the Closing, including the Distribution, (iii) each of the liabilities set forth on the Schedule attached hereto, each of which shall be paid in full at or prior to Closing, and shall not be obligated to pay, perform or discharge, (iv) any liability or obligation and all obligations of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor Company with respect to the Business2004 stock option plan of the Company, the Assets registration statement filed with the SEC with respect thereto, and any and all shares issued under such plan or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption registration statement ("Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Option Plan").

Assumption of Liabilities. Effective as (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, the obligations of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (xSeller listed on Schedule 1.2(a) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date attached hereto (collectively, the "Assumed Liabilities"). Assignee . (b) The Buyer shall not assumeassume or become responsible for, and the Seller shall not be obligated to pay, perform or dischargeremain liable for, any liability and all liabilities or obligation 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 any Assignor other than the Seller which are not Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Retained Liabilities"). The Retained Liabilities shall include, without limitation, the following: (i) all liabilities of the Seller for income, transfer, sales, use or other Taxes arising in connection with the consummation of the transactions contemplated by this Agreement; (ii) all liabilities of the Seller for costs and expenses incurred in connection with this Agreement or the consummation of the transactions contemplated by this Agreement; (iii) all liabilities or obligations of the Seller under this Agreement or the Ancillary Agreements; (iv) all liabilities of the Seller for any Taxes and any liabilities for any Taxes of any Person under law, or as a transferee or successor, by contract or otherwise incurred (including without limitation deferred Taxes or Taxes measured by income of the Seller, any liabilities for federal or state income Tax and FICA taxes of employees of the Seller which the Seller is legally obligated to withhold, any liabilities for employer FICA and unemployment taxes incurred, and shall any liabilities for sales, use or excise taxes or customs and duties incurred); (v) all liabilities and obligations of the Seller under any agreements, contracts, leases or licenses which are not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect Assigned Contracts; (vi) all obligations of the Seller arising prior to the Business, the Assets or Closing under the Assigned Contracts, or and all liabilities for any claimbreach, loss act or liability related omission by the Seller prior to the Excluded Assets Closing under any Assigned Contract; (vii) all obligations of the Seller for repair, replacement or return of products sold prior to the Excluded LiabilitiesClosing; (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 2.18)), any judgment, decree or order of any Governmental Entity, or any Permit; (ix) all liabilities or obligations of which, the Assignors shall remain obligated Seller to pay, perform and discharge pay severance or any other 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 to indemnify whom the Buyer (or its designee) has offered employment and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising resulting from the matters described in termination of employment of employees of the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except Seller prior to the extent expressly assumed Closing that arose under any federal or state law or under any Employee Benefit Plan (as provided on Schedule 1.03defined in Section 2.17) established or maintained by the Seller; (x) 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); and (xi) all liabilities of the Seller 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 (including any such disabilities which may have been aggravated following the Closing).

Assumption of Liabilities. Effective as (a) As of the Closing Date, Assignee will Buyer shall, without any further action on the part of Buyer or Seller, assume and agree to pay, perform and discharge, as and when dueindemnify, and indemnify defend and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets Seller and the Assigned Contracts and (z) other members of the BP Amoco Group harmless from, each other liability of each Assignor thereunder (including the following liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "”Assumed Liabilities")”): (i) all obligations, responsibilities, liabilities and expenses of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, caused by, arising from, incurred in connection with or relating in any way to the ownership of the Purchased Assets or the operation of the Alliance Refinery on or after the Closing Date. Assignee shall not assumeNotwithstanding the generality of the foregoing, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities shall include all obligations, responsibilities, liabilities and expenses of Seller and/or any other member of the BP Amoco Group caused by, arising from, incurred in connection with or relating in any way to any of the following, on or after the Closing Date: (whether A) The Alliance Refinery, the Refinery Real Property, the Inventories and the Personal Property; (B) All of the agreements, contracts, leases, permits or similar instruments, including, but not related limited to, easements, rights-of-way and other rights of access, constituting part of the Purchased Assets; (C) The Permits; (D) All accounts payable and accrued liabilities relating to goods and/or services to be provided to the Alliance Refinery on or after the Closing Date; and (E) The Transferred Employees (as defined in Section 11(c) below); and (ii) subject to Buyer's rights to indemnification set forth in Section 16(c) and subject to Sections 4(b)(vii) and 4(b)(viii) below, all obligations, responsibilities, liabilities and expenses caused by, arising from, incurred in connection with or relating in any way to the ownership of the Purchased Assets or Businessthe operation of the Alliance Refinery under, relating to or in compliance with Environmental, Health and Safety Laws (as defined below), irrespective of whether the events giving rise to such liabilities occurred prior to, on or after the Closing Date, including, without limitation, (A) any and all obligations, responsibilities, liabilities and expenses caused by, arising from, incurred in connection with or relating in any way to the existence of asbestos and lead-based paint at, on or within the Alliance Refinery, buildings and other improvements included in the Purchased Assets, including any incidental contamination resulting from the existence of asbestos or lead-based paint at, on or within the Purchased Assets (including, without limitation, the existence of lead-based chips at, on or within the Purchased Assets resulting from sandblasting or other maintenance, repairs or construction performed at the Purchased Assets) (collectively, the "Excluded Asbestos-Related Liabilities"); (B) any and all obligations, responsibilities, liabilities and shall expenses caused by, arising from, incurred in connection with or relating in any way to the matters disclosed (the "Disclosed Environmental Liabilities") in that certain Dames & Xxxxx report titled "Alliance Business Unit-Health, Safety and Environmental Assessment" and dated August 27, 1999, a copy of which previously has been provided to Buyer; and (C) any and all obligations, responsibilities, liabilities and expenses caused by, arising from, incurred in connection with or relating in any way to the matters which are the subject of the Wet Gas Scrubber Proposal (as defined below), including, but not be obligated for any other claimlimited to, loss those arising under or liability relating to any act, omission or breach by any Assignor with respect to Section 114 of the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Clean Air Act.

Assumption of Liabilities. Effective Upon the terms and subject to the conditions contained in this Agreement, at the Closing, Buyer shall assume and shall be solely responsible for the following Liabilities of the Sellers with respect to the Purchased Assets and the Businesses (other than Liabilities of a Purchased Entity, which shall remain Liabilities of such Purchased Entity or such Subsidiary following the Closing and which will be assumed by Buyer indirectly at the Closing via the purchase of the Purchased Stock) (together, the “Assumed Liabilities”): (i) any and all Liabilities of any Seller or any of its Subsidiaries to the extent resulting from or arising out of the operation or conduct of either of the Businesses, or the ownership or use of any Purchased Assets, by Buyer at or after the Closing, (ii) (A) all Liabilities allocated to Buyer pursuant to Section 1.8 and Section 9.1 of this Agreement (including the Liabilities assumed directly or indirectly by Buyer and its Affiliates in respect of the Transferring Pension Plans), (B) all Liabilities assumed by or agreed to be performed by Buyer pursuant to this Agreement or any of the Ancillary Agreements and (C) all Liabilities for Property Taxes that are specifically allocated to or made the obligation of Buyer pursuant to Section 8.3, (iii) all Liabilities related to employment, labor, compensation or employee benefits of each Transferring Employee (other than Purchased Entity Employees, the Liabilities for whom will be assumed by Buyer indirectly at the Closing via the purchase of the Purchased Stock), or any dependent or beneficiary of any such Transferring Employee that: (A) (x) with respect to ARD Business Employees, are incurred before, on or after the Closing Date and (y) with respect to Non-Purchased Entity Employees (other than ARD Business Employees), are incurred on or after the Closing Date (in each case, other than Liabilities relating to the those certain agreements set forth on Schedule 1.3 (the “Transaction Bonus Agreements”); provided, however, that Buyer shall assume all Liabilities for severance due under certain Transaction Bonus Agreements as set forth in Section 9.1; (B) Buyer or its Affiliates have specifically agreed to assume pursuant to this Agreement or (C) transfer automatically to Buyer or its Affiliates under applicable Law (including any Liabilities related to accrued benefits under any pension plan that transfers by operation of Law, including such benefits in Mexico and Switzerland, but excluding any Liabilities relating to: (1) any pension plan subject to ERISA and (2) any German pension plan to the extent covering inactive employees as of the Closing Date), (iv) all Liabilities for Taxes related to each Purchased Entity and the Purchased Assets, Assignee will assume and agree in each case for the Post-Closing Tax Periods, (v) all Liabilities primarily related to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, the Purchased Assets and/or either of the Businesses to the extent reflected in the calculation of the Net Working Capital Amount, (xvi) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed all Liabilities arising after the Closing Date with respect related to the Assets and the Assigned Contracts and (z) each other liability any life insurance benefits provided or to be provided to any current or former employee of each Assignor thereunder (including liabilities for Parent or any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee its Subsidiaries (or any of Assignee's affiliatestheir respective beneficiaries) pursuant to or in connection with any current or former collective bargaining agreement covering employees whose work location is at the facility owned and operated by Xxxxx Xxxxxxxx Office Products Company, representatives or agentsa Nevada corporation, on the date hereof located in Chicopee, Massachusetts, (vii) all Liabilities arising after the Closing Date (collectivelyunder and pursuant to the Assumed Contracts, except any Liabilities to the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated extent related to pay, perform or discharge, any liability or obligation arising out of any Assignor breach thereof by any Seller prior to the Closing or any indemnity claims by the other than party or parties thereto to the Assumed extent related to or arising out of any act, omission, event, condition, or circumstance occurring or existing prior to the Closing, (viii) all Liabilities (whether or not to the extent related to the Assets or BusinessAssumed Lawsuits, and (ix) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03MSLO Minimum Liability.

Assumption of Liabilities. Effective as of the Closing DateBuyer shall assume, Assignee will assume and agree to pay, perform and discharge, as and when dueperform, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation discharge when due those obligations of each Assignor to be performed after the Closing Date Seller with respect to the Assets period from and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelyi) to provide the warranty services and materials under the customer contracts listed on Schedule 3(i), (ii) to supply parts and repair services under the customer contracts listed on Schedule 3(ii), and (iii) under sales agency contracts, written or oral, listed on Schedule 1(e) (collectively the "Assumed Liabilities"). Assignee ; provided, however, the provision of such warranty services and materials under each contract identified in Schedule 3(i) shall not assumebegin until after the applicable Meteorological Equipment has been installed and accepted by the customer. Buyer shall be compensated for such warranty services and materials as provided in Section 13(e). Seller and Buyer agree that, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities Liabilities, Buyer does not agree to assume 2 -161- and shall have no responsibility for any of the debts, obligations or liabilities of Seller (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), all of which shall remain the sole responsibility of and shall not be obligated for paid and discharged by Seller as they become due. The Excluded Liabilities include without limitation all of the following: (a) Any tax liability or tax obligation of Seller, its directors, officers, shareholders and agents which has been or may be asserted by any taxing authority, other than any such liability or obligation arising out of or in connection with transfer of the Assets as contemplated by this Agreement. (b) Any liability or obligation of Seller or any contract obligation of Seller (other than the Assumed Liabilities) whether incurred prior to, at or subsequent to the Closing Date, arising out of Seller's operation of the Business. (c) Any liability or obligation arising out of any litigation, suit, proceeding, action, claim or investigation, at law or in equity or in arbitration, related to Seller's operation of the Business prior to the Closing Date. (d) Any claim, loss liability or liability relating to any actobligation, omission known or breach by any Assignor with respect to the Businessunknown, contingent or otherwise, the Assets existence of which is a breach of, or inconsistent with, any representation, warranty or covenant of Seller set forth in this Agreement. (e) Any liability or obligation specifically stated in this Agreement or the Assigned Contracts, or for any claim, loss or liability related Schedules hereto as not to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03by Buyer.

Assumption of Liabilities. Effective as Notwithstanding anything to the contrary contained in this Agreement or any Transaction Document, and regardless of whether such Liability is disclosed in this Agreement, in any of the Closing DateTransaction Documents, Assignee on any Schedule hereto or thereto or otherwise, and regardless of Buyer’s or any of its directors’, officers’, employees’ or agents’ knowledge or awareness of any Liability, whether learned in connection with Buyer’s due diligence investigation of the Business or otherwise, Buyer will assume and not assume, agree to pay, perform and dischargeor discharge or in any way be responsible for any Liabilities (the “Excluded Liabilities”), as and when dueexcept that Buyer will assume following the Closing the obligations arising under the Assumed Contracts, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed including any royalties that are due there under after the Closing Date (the “Assumed Liabilities”); provided, however, that any Liability relating to or arising from any breach, or event, circumstance or condition that with notice, lapse of time or both would constitute or result in a breach, by the Company, on or before the Closing Date, of any of its obligations thereunder shall be an Excluded Liability. Without limiting the generality of the foregoing, Buyer is not assuming or agreeing to pay, perform or discharge or in any way be responsible for, any Excluded Liabilities, which shall include, but not be limited to: (i) all Indebtedness, (ii) all Company Taxes, (iii) all Liabilities related to employee compensation and employee benefit plans or obligations of the Company (including severance, non-compete payments, benefits, deferred compensation, continuation coverage required under COBRA for each individual who is or becomes an “M & A Qualified Beneficiary” (as such term is defined in the Treas. Reg. §54.4980B-9 and workers’ compensation claims) as a result of the consummation of the transactions contemplated this Agreement), (iv) all Liabilities related to litigation and environmental matters with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee period (or any of Assignee's affiliates, representatives portion thereof) ending on or agents) after before the Closing Date Date, (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated v) all Liabilities relating to pay, perform or discharge, any liability or obligation arising out of any Assignor other than transaction contemplated by this Agreement or the Assumed Transaction Documents, (vi) any Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to any Products, or (vii) any other liabilities or obligations associated with the Business, ownership of the Assets on or prior to Closing or the Assigned Contracts, or for stockholders of the Company at any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03time.

Assumption of Liabilities. Effective Except as expressly provided in this Agreement, Purchaser shall not assume any liabilities or obligations of the Closing DateSeller. Purchaser hereby undertakes, Assignee will assume assumes and agree agrees to perform, pay, perform and dischargehonor, as and when duesatisfy, fulfill, and indemnify and hold each Assignor harmless from and againstdischarge the following, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor hereinafter referred to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, as the "Assumed Liabilities"). Assignee shall not assume, whether liquidated, unliquidated, accrued, absolute, contingent, or otherwise: (a) any and all obligations, liabilities, or commitments specifically undertaken or assumed by Purchaser pursuant to the terms of this Agreement, including without limitation the Accrued Liabilities and the matters described in Section 4.15(b) hereof, in accordance with the provisions thereof; (b) any and all unperformed and unfulfilled liabilities, obligations, and shall commitments required to be performed and fulfilled by Seller under the terms of the Contracts and the other executory contracts, agreements, purchase, and sales orders, leases, licenses, commitments, and undertakings of the Business entered into in the Ordinary Course of Business, whether or not be obligated set forth in Schedule 1.12, or which have been entered into between the date hereof and Closing in the Ordinary Course of Business; (c) any and all liability for accrued vacation for all of the Hired Employees for all relevant periods prior to Closing, together with the other liabilities which collectively comprise the Accrued Liabilities; (d) any and all liability and responsibility for workers' compensation claims as set forth in Section 6.5; (e) any and all liabilities and obligations relating to claims asserted at any time on or after the Closing Date by any person or entity (including the expense of defense and settlement thereof) for or relating to personal injury, wrongful death, or property damage which occur on or after the Closing Date, including without limitation claims which involve allegations of Product Warranty Liability or Product Liability, which is actually or allegedly caused by, arising out of or resulting from Products or services sold or provided by Purchaser, whether directly or indirectly, in the conduct of the ASD business; and, (f) other than Accounts Payable and intercompany liabilities, any and all liabilities, obligations, and commitments incurred in the Ordinary Course of Business since the Balance Sheet Date and in accordance with the terms of this Agreement. It is expressly agreed that Purchaser has not assumed or agreed to perform, pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectivelyand that Seller hereby undertakes, the "Excluded Liabilities")assumes, and shall not be obligated for any other claimagrees to perform, loss or liability relating to any actpay, omission or breach by any Assignor with respect to the Businesshonor, the Assets or the Assigned Contractssatisfy, or for any claimfulfill, loss or liability related to the Excluded Assets or and discharge, the Excluded Liabilities, all of whichwhether liquidated, the Assignors shall remain obligated to payunliquidated, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoingaccrued, among other thingsabsolute, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.contingent, or otherwise, including without limitation;

Assumption of Liabilities. Effective As additional consideration hereunder, from and after the Closing Date Buyer shall assume and discharge the Assumed Liabilities. Except as provided in the preceding sentence, and notwithstanding anything else to the contrary contained herein, Buyer is not assuming and shall not be liable for any Liabilities of Seller, including, without limitation, any Liabilities (i) under Contracts which shall not have been assigned to Buyer pursuant to this Agreement; (ii) for indebtedness for borrowed money; (iii) by reason of or arising out of any default or breach by Seller of any Contract, for any penalty against Seller under any Contract, or relating to or arising out of any event which with the passage of time or after giving of notice, or both, would constitute or give rise to such a breach, default or penalty, whether or not such Contract is being assigned to and assumed by Buyer pursuant to this Agreement; (iv) the existence of which would conflict with or constitute a breach of any representation, warranty or agreement of Seller contained herein; (v) relating to or in any way arising out of the Excluded Assets; (vi) for Seller's expenses referred to in Section 11.6 hereof; (vii) to any stockholder or Affiliate of Seller or to any present or former employee, officer or director of Seller, including, without limitation, any bonuses, any termination or severance pay related to the transfer of employees to Buyer in connection with the transactions contemplated hereby, and any post retirement medical benefits or other compensation or benefits; (viii) relating to the execution, delivery and consummation of this Agreement and the transactions contemplated hereby, including, without limitation, any and all Taxes incurred as a result of the sale contemplated by this Agreement; (ix) for any Taxes accrued or incurred prior to the Closing Date or relating to any period (or portion of a period) prior thereto; (x) relating to or arising out of any environmental matter, including, without limitation, any violation of any Environmental Law or any other law relating to health and safety of the public or the employees of Seller; (xi) relating to, or arising out of, products manufactured or services rendered by Seller, or the conduct or operation of the business of Seller, prior to the Closing Date; and (xii) of Seller arising under or pursuant to this Agreement; and provided further, that Buyer shall have the right not to assume any Contract if any party to such Contract is in breach thereof or default thereunder as of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation Date or there has occurred any event which with the passage of each Assignor to be performed time or after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability giving of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenantnotice, or for any claims for indemnification contained therein)both, to the extent and only to the extent that would become such liability is due to the actions of Assignee (a breach or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities")default. Assignee Buyer shall not assume, and shall not assume or be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach bound by any Assignor with respect Liabilities of Seller, except as expressly assumed by it pursuant to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and this Agreement. Seller hereby agrees to indemnify and hold Assignee Buyer harmless againstfrom and against any and all Liabilities of Seller not agreed to be assumed by Buyer pursuant to this Agreement. Without limiting the foregoingNothing contained in this Section 2.5 shall relieve or release Seller from any obligations under covenants, among other things, all liabilities arising from the matters described warranties or agreements contained in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03this Agreement.

Assumption of Liabilities. Effective as (i) Subject to the terms and conditions of this Agreement, the Purchaser shall assume and become responsible for, from and after the Closing Date, Assignee will assume the Assumed Liabilities. On and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date Date, and subject to the provisions in Section 9 regarding indemnification, the Purchaser shall have complete control over the payment, settlement, or other disposition of, or any dispute involving, any of the Assumed Liabilities, and the Purchaser shall conduct and control all negotiations and proceedings with respect to the Assets Assumed Liabilities. The Purchaser's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of any third party against the Sellers or the Purchaser as compared to the rights and remedies which such third party would have had against any of them if the Purchaser had not assumed the Assumed Liabilities pursuant to this Agreement. (ii) Notwithstanding anything to the contrary set forth herein, the Purchaser shall not assume or become responsible for, and the Assigned Contracts Sellers shall remain exclusively liable for, any and all liabilities or obligations (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representationwhether known or unknown, warranty whether absolute or covenantcontingent, whether liquidated or for any unliquidated, whether accrued or unaccrued, whether due or to be come due, and whether claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (with respect thereto are asserted before or any of Assignee's affiliates, representatives or agents) after the Closing Date Date) of the Sellers which are not Assumed Liabilities (collectively, the "Assumed LiabilitiesRETAINED LIABILITIES"). Assignee The Retained Liabilities shall not assumeinclude, without limitation, the following: A. all obligations and liabilities of the Stockholder and Mr. Folz; X. any obligation or liability of either Seller arising from a breach of a representation or warranty herein on its part or its failure to fully, faithfully and promptly perform any agreement or covenant on its part contained herein; C. any obligation or liability of the Sellers to the extent that the Sellers shall not be obligated to pay, perform or discharge, indemnified by an insurer; provided that any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not insurance proceeds related to such obligation or liability shall be an Excluded Asset; D. all liabilities and obligations of the Assets or Business) (collectivelySellers, the "Excluded Liabilities"Stockholder and Mr. Folz for costs and expensxx xxxxxred in connection with the preparation and negotiation of this Agreement or the consummation of the transactions contemplated by this Agreement; E. all liabilities and obligations of the Sellers under this Agreement or any other agreement not entered into in the Ordinary Course of Business, except for obligations incurred in developing and deploying the Microvend Technology in an amount no greater than $95,000 (representing the aggregate of all remaining obligations of Folz Vending pursuant to (i) xxxx certain promissory note, dated December 20, 2001, by Folz Vending in favor of Fundxxxxtal Dynamics Industries, Inc. in the original principal amount of $250,000 (pursuant to which as of the date of this Agreement there are three remaining payments due in an amount of $25,000 each), and shall not be obligated (ii) that certain Consulting Agreement, dated as of January 1, 2002, by and between Folz Vending and Fundamental Xxxxmics Industries, Inc.); F. all liabilities and obligations of the Sellers for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect Taxes (including without limitation those attributable to the Business, Acquired Assets for Pre-Closing Periods); G. all liabilities and obligations of the Assets or Sellers under any contract that is not an Assigned Contract; H. all obligations of the Sellers arising and due to be performed prior to the Closing Date under the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities Contracts except to the extent expressly assumed that an accrual in respect of any such obligation is included in the Closing Date Adjusted Working Capital and reflected in the Adjustment Report, and all liabilities for any breach, act or omission by the Sellers prior to the Closing Date under any Assigned Contract; I. all liabilities and obligations arising out of events, conduct or conditions existing or occurring prior to the Closing Date that constitute a violation of or noncompliance with any Law, any Order, or Permit; J. all liabilities and obligations (including without limitation costs of cleanup and remediation) resulting from any violation of any Environmental Law; K. all liabilities and obligations of the Sellers with respect to, and claims of, any acts of negligence or tort including libel and slander, occurring prior to the Closing Date, including without limitation any workers compensation claim; L. all claims against, or liabilities or obligations of or in connection with, any Employee Benefit Plans, including without limitation any excise Taxes, penalties or other liabilities imposed under ERISA or the Code; M. except as provided specifically set forth in Section 6(d), all liabilities and obligations of the Sellers to pay severance, termination pay, redundancy pay, pay in lieu of notice, accrued vacation pay or other benefits to any current or former employee of the Sellers whose employment is terminated (or treated as terminated) in connection with the consummation of the transactions contemplated by this Agreement (other than liabilities or obligations for severance, termination pay, redundancy pay, pay in lieu of notice, accrued vacation pay or other benefits to any Continuing Employees who are terminated by the Purchaser or any successor to the Purchaser following the Closing Date) and all liabilities resulting from the termination of employment of employees of the Sellers prior to the Closing Date, including without limitation any liabilities of the Sellers pursuant to agreements and plans identified in Schedules hereto; N. all liabilities and obligations of the Sellers for all compensation and benefits accrued or incurred prior to the Closing Date in favor of employees of the Sellers, including without limitation accrued vacation and personal time, premiums or benefits under any Employee Benefit Plan and severance pay; provided, however, that the Purchaser shall assume liability for accrued vacation and personal time for Continuing Employees to the extent of the accrual therefor set forth on Schedule 1.03.2(b)(ii)(N) hereto; O. all liabilities and obligations of the Sellers arising out of any claim, suit, action, arbitration proceeding, investigation or other similar matter which commenced or relates to the ownership and operation of the Acquired Assets on or prior to the Closing Date; provided that, to the extent related to the foregoing, any counterclaim or recovery shall be an Excluded Asset; P. all liabilities and obligations of the Sellers under any agreements relating to the disposition of material assets, businesses or companies (whether by sale of assets, sale of stock, merger or otherwise) entered into at any time prior to the Closing Date; Q. all liabilities and obligations of the Sellers arising out of any events, conduct or conditions existing or occurring prior to the Closing Date that constitute or allegedly constitute an infringement or violation of, or constitute or allegedly constitute a misappropriation of, any Intellectual Property rights of any other Person; R. all obligations for refunds, rebates, discounts, promotional credits, warranty claims and the like not specifically reserved or accrued for in the Financial Statements; S. all Transaction Taxes, which shall be duly and timely paid by the Sellers in accordance with Section 2(h) hereof; T. all Indebtedness of the Sellers; U. all liabilities and obligations identified on Schedule 2(b)(ii)(U); and

Assumption of Liabilities. Effective BUYER shall assume on the Closing Date and thereafter shall pay, perform and discharge when due all of the following liabilities, obligations and commitments relating to, or arising from, the conduct of the Business or the use of Assets, of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued (collectively, the “Assumed Liabilities”): (a) all obligations, liabilities and commitments arising out of the ownership or operation of the Business after the Closing Date, except to the extent that any such obligations, liabilities or commitments are retained by SELLER or otherwise are the responsibility of SELLER pursuant to this Agreement; (b) the accounts payable relating to the Business incurred after the Closing Date related to goods or services purchased after the Closing Date; (c) all liabilities, obligations and commitments in respect of any and all Products manufactured by BUYER or its affiliates after the Closing Date, including warranty obligations and product, recall or withdrawal liabilities, irrespective of the legal theory asserted (it being understood that any Product the date of manufacture of which cannot be determined pursuant to the coding on such Product shall be deemed to have been manufactured after the Closing Date if such Product was sold more than forty-five (45) days after the Closing Date); (d) all liabilities, obligations and commitments of SELLER under Purchase Orders and that portion of the other orders described in Section 1.4(b) with respect to Products that in either case are outstanding as of the Closing Date, Assignee will assume and agree but only to pay, perform and discharge, as and when duethe extent arising or relating to performance after the Closing Date, and indemnify excluding any liability, obligation or commitments arising out of or related to any default by SELLER or any of its affiliates with respect to any such Purchase Order or other order; (e) the Assigned Contracts, but only to the extent arising or relating to performance after the Closing Date, and hold each Assignor harmless from excluding any liability, obligation or commitment arising out of or related to any default by SELLER or any of its affiliates with respect to any such Contract; (f) all liabilities, obligations and againstcommitments for manufacturer’s coupons relating to Products (i) which coupons are issued, granted, delivered or otherwise made available prior to the Closing Date and are received by the clearinghouse for reimbursement more than sixty (x60) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed days after the Closing Date with respect and (ii) which coupons are issued, granted, delivered or otherwise made available after the Closing Date; (g) all liabilities, obligations and commitments for trade and consumer promotions relating to the Assets Products arising from trade promotion activities or events occurring after the Closing Date; (h) all liabilities, obligations and commitments relating to Products returned or claimed as spoiled more than forty-five (45) days after the Assigned Contracts Closing Date or that were manufactured and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) sold after the Closing Date (collectively, it being understood that any Product the "Assumed Liabilities"). Assignee shall not assume, and shall date of manufacture of which cannot be obligated determined pursuant to paythe coding on such Product shall be deemed to have been manufactured after the Closing Date if such Product was sold more than forty-five (45) after the Closing Date); (i) all liabilities, perform or dischargeobligations and commitments for customer deductions attributable to invoices with respect to Products sold after the Closing Date, any liability or obligation of any Assignor other than the Assumed Liabilities for those reasons addressed by clauses (whether or not related to the Assets or Businessf) and (collectivelyh) of this Section 1.6; (j) all claims, the "Excluded Liabilities")investigations, losses, liabilities, expenses and shall not be obligated for any other claim, loss or liability obligations relating to any actEnvironmental Law that arise out of the ownership or operation of the Business or the condition of the Facilities and the Assets, omission including those relating to (i) compliance with any Environmental Law, (ii) the investigation or breach remediation of any Hazardous Substances whether on-site or off-site, or (iii) any alleged personal injury or property damage involving any Hazardous Substance; (k) all liabilities, obligations and commitments for compensation and benefits to Transferred Employees arising solely out of the employment of Transferred Employees by any Assignor BUYER after the Closing Date; (l) all liabilities, obligations and commitments specifically assumed by BUYER pursuant to Section 6.3; (m) all liabilities, obligations and commitments with respect to Taxes relating to the Business, the Assets and the Assumed Liabilities (other than Excluded Taxes); and (n) all liabilities, obligations and commitments with respect to the dogs and cats located at the kennel facility in Sherburne, New York. BUYER’s obligations under this Section 1.6 shall not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or any document delivered in connection herewith or any right or alleged right to indemnification hereunder. Except for the Assigned Contractsobligations specifically assumed by BUYER in this Section 1.6, BUYER shall not be deemed to have assumed or agreed to be responsible for any liabilities, obligations or commitments of SELLER or its affiliates of any kind or nature, whether primary or secondary, direct or indirect, absolute or contingent, or for any claimknown or unknown, loss and whether or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03not accrued.

Assumption of Liabilities. Effective as Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer will assume (or will cause an Affiliated Buyer to assume) and thereafter pay, discharge or perform when due all of the Closing DateEPD Group Members’ liabilities and obligations of any kind, Assignee will assume and agree to paycharacter or description (whether known or unknown, perform and dischargeaccrued, as and when dueabsolute, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty contingent or covenant, or for any claims for indemnification contained thereinotherwise), to the extent arising out of or pertaining to the Business (as currently or formerly conducted) or the Purchased Assets other than the Retained Liabilities (the “Assumed Liabilities”) (provided that neither Buyer nor any Affiliated Buyer will be required to assume, pay, discharge or perform the Assumed Liabilities of the Acquired Entities, but such Assumed Liabilities will constitute Assumed Liabilities for all other purposes of this Agreement, including Section 10.03(b)), including the following: (a) All obligations and only liabilities of any EPD Group Member under the Assigned Contracts (to the extent that such liability is due they relate to the actions Business) and Assigned Purchase Orders; (b) Subject to any indemnification obligations and covenants of Assignee (Parent pursuant to Article 8, any and all liabilities, whether accrued, contingent, absolute, determined, determinable, known, unknown or any of Assignee's affiliatesotherwise, representatives arising under or agents) relating to Environmental Laws or relating to Hazardous Substances and arising from events occurring or conditions existing after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor in connection with respect to the Business, the Assets or the Assigned Contractsexcept with respect to, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed of (i) any Hazardous Substance that first came to be located at the Transferred Real Property prior to the Closing Date and (ii) any actual or alleged violations of Environmental Law arising from events occuring or conditions existing prior to the Closing Date; (c) All liabilities and obligations arising after Closing that relate to a Buyer Group Member’s employment or termination of Transferred Employees or compensation or employee benefits provided by a Buyer Group Member to Transferred Employees, but excluding any liabilities and obligations arising from an EPD Group Member’s (other than an Acquired Entity) employment or termination of a Transferred Employee and except as provided in Article 7; (d) All liabilities and obligations relating to or arising under the Employee Benefit Plans of each Acquired Entity and the liabilities under the Canadian pension plans described on Schedule 1.032.03(d), except as provided in Article 7; (e) Liabilities for all Taxes of the Acquired Entities other than those Taxes included in Retained Liabilities pursuant to Section 2.04(b); (f) All obligations and liabilities of the Business to the extent included or reflected in Final Net Working Capital; (g) Up to $6.0 million of Indebtedness described on Schedule 2.03(g); and (h) All Post-Closing Asbestos Matters, Post-Closing Exposure Matters, Post-Closing Product Liability Matters, and Post-Closing Workers Compensation Matters.

Assumption of Liabilities. Effective as In connection with the sale of the Closing DateAssets to Buyer, Assignee Buyer will assume those liabilities of the Seller specifically set forth in Schedule 1.02 hereto. Buyer will not be responsible for any liabilities, liens, claims, obligations, or encumbrances of Seller, contingent or otherwise, other than those specifically described in Schedule 1.02 and agree the Assets shall be sold and conveyed to payBuyer free and clear of all liabilities, perform and dischargeliens, as and when dueclaims, obligations, and indemnify encumbrances, except as set forth on Schedule 1.02. Without limiting the generality of the foregoing and, except as set forth on Schedule 1.02, in no event will Buyer assume or otherwise be responsible or liable for any or the following types of liabilities or obligations: (a) any costs or expenses of the Seller or the Shareholders incurred in negotiating, entering into and hold each Assignor harmless carrying out its or their obligations under this Agreement; (b) any income, sales, property, franchise, use or other tax of Seller or any Shareholder arising out of or resulting from the sale of the Assets pursuant to this Agreement or any transaction of Seller or any Shareholder prior to or subsequent to the execution of this Agreement; (c) any costs and against, (x) each liability listed expenses incurred by Seller or any Shareholder in Schedule 1.03, (y) each obligation connection with the operation of each Assignor to be performed the Seller after the Closing Date (as defined herein) or the liquidation and dissolution of the Seller; (d) any liability relating to, or arising out of the use or ownership of the Excluded Assets; (e) any obligations or liabilities arising under any employment agreements or employee incentive plans (including, but not limited to any accrued vacation or sick leave) or any other employee cost of Seller including any obligation to contribute to, or any liability in connection with, any employee benefit plans maintained by the Seller for its employees, former employees, retirees, their beneficiaries or any other person ("Employee Benefit Plans"), and any continuation coverage (including any penalties, excise taxes or interest resulting from the failure to provide continuation coverage) required by Section 4980B of the Internal Revenue Code of 1986 ("Code"), due to qualifying events as defined therein, occurring on or before the Closing or any liability arising out of any disputes, claims or threatened claims between the Seller and its employees or former employees; (f) any noncompliance by the Seller with respect any applicable laws, rules and regulations, including without limitation, those relating to the Assets employment and labor management relations and provisions thereof relating to wages and the Assigned Contracts payment thereof, hours of work, collective bargaining agreements, and workers' compensation laws; (zg) each other any claim arising out of violations of any environmental laws or out of any events, actions or omissions, of whatever nature or type, occurring or existing prior to Closing; (h) any contingent or unknown liability of each Assignor thereunder the Seller; (including liabilities for i) any breach of a representationliability, warranty obligation or covenant, cost resulting from any claim or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (lawsuit or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related proceeding relating to the Assets or Business) (collectivelynaming Seller, the "Excluded Liabilities")or any successor thereof, and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned ContractsShareholders as a party arising out of events, transactions or for circumstances occurring or existing prior to Closing; or (j) any claimclaim against Buyer or Seller, loss which claim is based, in whole or liability related in part, upon the failure of Seller or Buyer to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated comply with laws applicable to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03bulk transfers.

Assumption of Liabilities. Effective as GHRCO is not assuming or in any way becoming liable or responsible for any Liability of Restoragen, with the exception that on and after the Closing Date: (i) GHRCO agrees to pay the reasonable costs of counsel for preparing and recording the necessary documents to accomplish the assignments, Assignee will assume transfers and agree conveyances to GHRC of good and valid title to the Assets, as provided in Section 1.1 above and (ii) GHRCO is required to pay a portion of the Manufacturing Patents Support Costs and Residual Patents Support Costs pursuant to Section 9.1(b) hereof (collectively (i) and (ii) constitute the “Assumed Liabilities”). Except as noted in the foregoing sentence of this Section 1.3, and notwithstanding anything to the contrary contained in other provisions of this Agreement, GHRCO shall not be responsible for or required to pay, assume or to perform and or discharge: (a) any Liability of or to any stockholder of Restoragen or any other Person in respect of the business of Restoragen; (b) any Liability of Restoragen for any fees, as and when duecosts or expenses of the type referred to in Section 16.2(a) of this Agreement; (c) any Liability of Restoragen arising from or relating to any action taken by Restoragen, and indemnify and hold each Assignor harmless or any failure on the part of Restoragen to take any action, at any time; (d) any Liability of Restoragen arising from and againstor relating to any claim or Proceeding against Restoragen; (e) any Liability of Restoragen for the payment of any Tax; (f) any Liability of Restoragen to any employee or former employee of Restoragen; (g) any Liability of Restoragen to any of its stockholders, Affiliates or their respective Representatives; (h) any Liability under any Contract to which Restoragen is a party or to which any of the Assets are subject; (i) any Liability that is inconsistent with or constitutes an inaccuracy in, or that arises or exists by virtue of any Breach of, (x) each liability listed any representation or warranty made by Restoragen in Schedule 1.03any of the Transactional Agreements, or (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability covenant or obligation of Restoragen contained in any Assignor other than of the Assumed Liabilities Transactional Agreements; or (whether or not related to the Assets or Businessj) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating Liability of Restoragen that is not referred to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described specifically in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03this Section 1.3.

Assumption of Liabilities. Effective (a) In connection with the acquisition by Buyer of the Assets at the Closing, Buyer shall assume only those liabilities under the Material Contracts (as defined in this Agreement) of Seller, which Material Contracts are expressly identified on the attached Exhibit B. Buyer does not hereby, and will not at any time be required to, assume, pay, perform or discharge any other obligations, claims, liabilities, costs or expenses of Seller, including without limitation any of the following: (i) any liability in respect of separation or severance pay to any person employed by Seller; (ii) any liability under any plan, fund, program, policy or arrangement under which any persons are provided or promised pensions, retirement income, deferred compensation or profit-sharing; (iii) any liability under any plan, fund, program or arrangement under which any persons are provided or promised bonuses, incentive pay, severance pay, vacations or vacation pay, salary continuation, medical insurance or benefits, savings benefits, stock options, life insurance or death benefits travel or accident benefits or unemployment benefits; (iv) any liability for occupational health and safety or environmental matters; (v) any liability of Seller (including without limitation any liability or potential liability with respect to any consolidated return filed or to be filed by any person) for federal, state or local income or other taxes or penalties or interest thereon; (vi) any pending or threatened litigation against Seller or any affiliate of Seller; (vii) any intercompany loans, advances or other obligations owed by Seller to any affiliate of Seller; and (viii) liability of any kind, direct or indirect, fixed or contingent, arising out of, resulting from or relating to actions taken or omitted to be taken by Seller prior to, on or after the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, . (xb) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect Notwithstanding anything to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein)contrary in this Agreement, to the extent and only to that the extent that such liability is due to assignment hereunder of any Material Contract (as defined in this Agreement) shall require the actions consent of Assignee any other party (or in the event that any of Assignee's affiliatesthe same shall be non-assignable), representatives neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or agents) an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution thereof; provided, however, that in each such case, Seller and the Shareholder shall use their best efforts to obtain the consent of such other party to an assignment to Buyer. If such consent is not obtained, Seller shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits under any such contract from and after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Closing.

Assumption of Liabilities. Subject to the provisions of this Agreement, from and after the Effective as Date, Buyer shall assume all of the Closing Dateliabilities and obligations of the Selling Entities arising out of those matters listed on Schedule 1.4 hereto, Assignee will assume but only to the extent such liabilities and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor obligations arise or are first required to be performed after the Closing Effective Date with respect to (the Assets “Assumed Liabilities”). With the exception of the Assumed Liabilities, Buyer shall not by the execution and the Assigned Contracts and (z) each other liability performance of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenantthis Agreement, or otherwise, assume or otherwise be responsible for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than nature of any Selling Entity or any Owner, or claims of such liability or obligation, matured or unmatured, liquidated or unliquidated, fixed or contingent, or known or unknown, whether arising out of occurrences prior to, at or after the Assumed Liabilities Effective Date, including, without limitation, those arising from: (v) any occurrence or circumstance (whether known or not related unknown) that occurs or exists prior to, at or after the Effective Date and that constitutes, or that by the lapse of time or delivery of notice (or both) would constitute, a breach or default under any lease, contract, instrument or agreement of any Selling Entity (whether written or oral); (w) any claim for negligence or other tortious act, regardless of whether such claim occurs prior to, at or after the Effective Date; (x) any violation of the requirements of any governmental authority or of the rights of any natural person, corporation (including any non-profit corporation), limited liability company, joint venture, general, limited [**] denotes confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. or other form of partnership, estate, trust, association, organization, labor union, or other entity or enterprise (each, a “Person”), including, without limitation, requirements relating to the Assets reporting or Businesspayment (or both) of federal, state, local or foreign income, property or other taxes; (collectivelyy) the misclassification of any of the purported independent contractors engaged by any Selling Entity as “employees” for purposes of the Internal Revenue Code of 1986, as amended (the "Excluded Liabilities"“Code”) and the treasury regulations promulgated thereunder (the “Treasury Regulations”); or (z) any employee benefit plan or any other fringe benefit program maintained by any Selling Entity or to which any Selling Entity contributes or any contributions, and shall not be obligated benefits or liabilities therefor or any liability for any other claim, loss Selling Entity’s withdrawal or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contractspartial withdrawal from, or for termination of, any claim, loss such plan or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03program.

Assumption of Liabilities. Effective (a) In connection with the acquisition by Buyer of the Assets as of the Closing DateEffective Time, Assignee Buyer shall assume only those liabilities under the Material Contracts (as defined herein) of Seller that are expressly identified on the attached Exhibit B. Buyer does not hereby, and will assume and agree to not at any time be required to, assume, pay, perform or discharge any other obligations, claims, liabilities, costs or expenses of Seller, including without limitation any of the following: (i) any liability in respect of separation or severance pay to any person employed by Seller; (ii) any liability under any plan, fund, program, policy or arrangement under which any persons are provided or promised pensions, retirement income, deferred compensation or profit- sharing; (iii) any liability under any plan, fund, program or arrangement under which any persons are provided or promised bonuses, incentive pay, severance pay, vacations or vacation pay, salary continuation, medical insurance or benefits, savings benefits, stock options, life insurance or death benefits, travel or accident benefits or unemployment benefits; (iv) any liability for occupational health and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, safety or environmental matters; (xv) each any liability listed in Schedule 1.03, of Seller (y) each obligation of each Assignor including without limitation any liability or potential liability with respect to any consolidated return filed or to be performed filed by any person) for federal, state or local income or other taxes or penalties or interest thereon; (vi) any pending or threatened litigation against Seller or any affiliate of Seller; (vii) any intercompany loans, advances or other obligations owed by Seller to any affiliate of Seller; and (viii) liability of any kind, direct or indirect, fixed or contingent, arising out of, resulting from or relating to actions taken or omitted to be taken by Seller prior to, on or after the Closing Date with respect Date. (b) Notwithstanding anything to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein)contrary in this Agreement, to the extent that the assignment hereunder of any Material Contract shall require the consent of any other party (or in the event that any of the same shall be non-assignable), neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution thereof; provided, however, that in each such case, Seller and only the Stockholder shall use their best efforts to obtain the consent of such other party to an assignment to Buyer. If such consent is not obtained and is waived by Buyer prior to the extent that Closing, Seller and the Stockholder shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits under any such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) contract from and after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Effective Time.

Assumption of Liabilities. Effective as (a) As of the Closing DateClosing, Assignee will Home Products shall assume and agree to thereafter pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenantperform, or for any claims for indemnification contained therein), to discharge when due the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date following obligations (collectively, the "Division Assumed Liabilities"). Assignee shall not assume) of AAC: (i) the accounts payable and accrued Liabilities (as defined in Section 1.2(c) hereof) of AAC arising from the operation in the ordinary course of the business of the Division; (ii) obligations or Liabilities under contracts, commitments, purchase orders, warranties, and shall not other executory obligations of AAC to be obligated paid or performed by their terms on or after the Closing and which relate solely or primarily to paythe business of the Division, perform including those that are set forth on Schedule 1.2(xiii) which obligate AAC to pay more than $100,000 in any fiscal year, and the obligation to accept any inventory returned by customers of the Division in the ordinary course of the business of the Division and consistent with past experience; (iii) any Liability arising out of or dischargein connection with any third-party claim (including product liability claims) for damages, reimbursement, or compensation resulting directly or indirectly from any accident or event relating to the Division Assets or the business of the Division; (iv) obligations or Liabilities to employees of AAC employed solely or primarily in the business of the Division, including without limitation, any liability obligations accrued or obligation earned prior to the Closing which are not due or payable until after the Closing; and (v) all other Liabilities, contingent or otherwise, that arise out of any Assignor other than the Assumed Liabilities (whether or not are related to the operation of the business of the Division and the ownership of the Division Assets described in Section 1.1 before, on, or Businessafter the Closing, including, without limitation, all such Liabilities arising by reason of any violation or claimed violation (by acts or events or omissions occurring on or after the Closing) of any federal, state, local, or foreign law, rule, regulation, ordinance, or any requirement with government authority, including, without limitation, all such Liabilities arising by reason of any violation or claimed violation (collectivelyby acts or events or omissions occurring on or after the Closing) of any federal, state, local, or foreign law, rule, regulation, ordinance, or any requirement with government authority, including any Liability in connection with environmental laws or any environmental claim; provided, however, that Division Assumed Liabilities shall not include any Liabilities, contingent or otherwise, arising on or before the Closing, to the extent AAC has recourse against any third party to recover, in whole or in part, through contribution, indemnification, reimbursement, by contract or operation of law. Except as set forth in this Section 1.2, Home Products will assume no other Liabilities in connection with the Division Assets. (The Liabilities of AAC which are not assumed pursuant to this Agreement are hereinafter collectively referred to as the "Division Non-Assumed Liabilities.") (b) Notwithstanding Section 1.2(a), each of the following is a Division Non-Assumed Liability: (i) any of AAC's obligations hereunder; (ii) any Liability of AAC arising from indebtedness for borrowed money and long term debt of AAC, except to the extent Home Products has expressly assumed such Liability as a Division Assumed Liability; (iii) except to the extent Home Products has expressly assumed such Liability as a Division Assumed Liability, any Liability of AAC arising from or in connection with the conduct of the business of the Division or the ownership of the Division Assets by AAC prior to the Closing; (iv) except as set forth in Section 4.2 hereof, any Liability of AAC for Taxes (as defined in Section 1.2(d) hereof) incurred in connection with the business or assets of the Division with respect to any taxable period, or portion thereof, ending on or before the Closing. For this purpose, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor determination of the Taxes incurred with respect to the Businessportion of the year or period ending on, and the portion of the year or period beginning after, the Assets Closing Date shall be determined by assuming that the taxable year or period ended at the Assigned Contractsclose of business on the Closing Date, except that any real property taxes, exemptions, allowances or for any claim, loss or liability related deductions that are calculated on an annual basis shall be prorated on the basis of the number of days in the annual period elapsed through the Closing Date as compared to the Excluded Assets or the Excluded Liabilities, all number of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described days in the Prospectus under annual period elapsing after the caption Closing Date. (v) any Liability in respect of any contract or agreement to which AAC is a party or beneficiary which is not an Assigned Contract (a "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Retained Contract") or an Assigned Lease (a "Retained Lease").

Assumption of Liabilities. Effective as of On the Closing Date, Assignee will except as provided below, Buyer shall assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date liabilities associated with respect to the Assets Acquired Business and the Assigned Contracts and Purchased Assets (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and Without limiting the foregoing the following shall not be obligated to pay, perform or dischargeconsidered Assumed Liabilities: (a) other than those amounts accrued on Seller's financial statements and reflected in Exhibit D, any liability federal, state, local or obligation foreign income, gross receipts, profits, franchise, doing business, transfer, sales, use, property (real or personal), excise and similar taxes (including interest, penalties or additions to such taxes) (herein referred to as "Taxes") that arise from the operation of any Assignor other than the Assumed Liabilities (whether Acquired Business or not are related to the Purchased Assets and accrued or Businessare allocable to periods on or prior to the Closing Date; (b) costs or expenses incurred by Seller incident to this Agreement or to the performance of, or compliance with, this Agreement; (collectivelyc) any claims or liabilities arising (i) in connection with any material breach prior to the Closing Date of any Contract or (ii) in connection with any violation of applicable laws and regulations or otherwise related to conditions existing in, or operations of, the "Excluded Liabilities"Acquired Business or Purchased Assets prior to the Closing Date; or (d) any of Seller's liabilities or obligations under this Agreement or any related agreement or instrument, including any liability for Taxes, including income taxes arising out of a deferred gain on any deferred intercompany transaction, arising out of this Agreement; (e) except for Seller's line of credit with DNB having an approximate outstanding balance of NOK800,000 as of the Closing Date, any and all interest bearing debt of Seller, short term or long term, including any and all commitment fees, interest, or other charges relating to such debts including, without limitation, convertible loans issued by employees or share-holders of Seller, and any bank lines of credit or loans issued to Seller; (f) any and all agreements, commitments, obligations or commitments relating to the share capital or equity securities of Seller or between the Seller and any shareholder thereof; (g) any and all claims or liabilities relating to or arising out of environmental, regulatory (both foreign and domestic), and shall not be obligated for any pension, products liability, or other claim, loss or liability relating to any act, omission or breach by any Assignor with respect extraordinary liabilities arising other than in the ordinary course of the Acquired Business prior to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Closing Date.

Assumption of Liabilities. Effective as of the Closing DateEffective Time, Assignee will assume hereby assumes and agree agrees faithfully to pay, perform and dischargefulfill all the Assignor Liabilities (as defined below), in accordance with their respective terms. Thereafter, Assignee shall be responsible for all Assignor Liabilities held by Assignor, regardless of when or where such Liabilities (as and when duedefined below) arose or arise, or whether the facts on which they are based occurred prior to, on or after the date hereof, regardless of where or against whom such Liabilities are asserted or determined (including any Assignor Liabilities arising out of claims made by Assignor’s or Assignee’s respective directors, officers, consultants, independent contractors, employees or agents against Assignor or Assignee or their respective affiliates) or whether asserted or determined prior to the date hereof, and indemnify and hold each regardless of whether arising from or alleged to arise from negligence, recklessness, violation of law, misrepresentation by Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliatestheir respective directors, representatives officers, employees or agents. (a) after the Closing Date As used in this Agreement “Liabilities” means all debts, liabilities, guarantees, assurances, commitments and obligations, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (collectivelyincluding, the "Assumed Liabilities"). Assignee shall not assumewithout limitation, and shall not be obligated to pay, perform or discharge, any liability or obligation whether arising out of any contract or tort based on negligence or strict liability) and whether or not the same would be required by generally accepted principles and accounting policies to be reflected in financial statements or disclosed in the notes thereto. (b) As used in this Agreement “Assignor Liabilities” shall mean (without duplication) the following Liabilities other than the Assumed Excluded Liabilities set forth on Exhibit B: (i) all Liabilities reflected in the Assignor Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the Assignor Balance Sheet; (ii) all Liabilities of Assignor or its subsidiaries that arose after the date of the Assignor Balance Sheet that would be reflected in the balance sheet of Assignor as of the Effective Time if such balance sheet was prepared using the same principles and accounting policies under which the Assignor Balance Sheet was prepared; (iii) all Liabilities that should have been reflected in the Assignor Balance Sheet as of the Effective Time but are not reflected in the Assignor Balance Sheet for any reason; (iv) all Assignor Contingent Liabilities (as defined below); (v) all Liabilities, whether arising before, on or after the Effective Time, substantially or exclusively relating to, arising out of or resulting from: (1) the operation of Assignor’s business, as conducted at any time prior to the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not related such act or failure to act is or was within such person’s authority)); (2) the Assets operation of any business conducted by Assignee at any time after the Effective Time (including any Liability relating to, arising out of or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for resulting from any other claim, loss act or liability relating failure to any act, omission or breach act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such person’s authority)); or (3) any Assignor Assets; (vi) outstanding indebtedness of Assignor as set forth on the Assignor Balance Sheet; (vii) all other Liabilities of Assignor with respect to any matter occurring prior to the BusinessEffective Time including, without limitation, Liabilities relating to any acts of fraud, deceit, misrepresentations to third parties or indebtedness not reflected on the Assets Assignor Balance Sheet; and (vii) all Liabilities that are expressly contemplated by this Agreement or the Assigned ContractsSplit-Off Agreement as Liabilities to be assumed by Assignee, or for any claimand all agreements, loss or liability related to the Excluded Assets or the Excluded Liabilities, all obligations and Liabilities of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03this Agreement.

Assumption of Liabilities. Effective Upon the sale and purchase of the Subject Assets, with the exception of those matters listed in Schedule 1.2 hereto (the “Assumed Liabilities”), Buyer shall not assume and shall not be liable for any debt, obligation, responsibility or liability of Seller, or any Affiliate (as defined below), or any claim against any of the foregoing or against the Subject Assets of the Business arising prior to Closing, whether known or unknown, contingent or absolute, asserted or unasserted, or otherwise. Without limiting the foregoing sentence, Buyer shall have no responsibility with respect to the following, whether or not disclosed in the Base Balance Sheet or a Schedule, including without limitation: (i) any liabilities and obligations related to or arising from the transactions with any officer, director or shareholder of Seller or any person or organization controlled by, controlling, or under common control with any of them (an “Affiliate”); (ii) liabilities and obligations for taxes of any kind, including taxes related to or arising solely from the transfers contemplated hereby, which transfer taxes shall be the responsibility of Seller, provided, ad valorem property taxes due on the Subject Assets (or under any real or personal property lease) shall be prorated among Buyer and Seller based upon the number of days in the taxable period to which such ad valorem property taxes apply that each party owns the Subject Assets; (iii) liabilities and obligations of Seller for damage or injury to person or property, including, without limitation, injuries to employees; (iv) liabilities and obligations to employees of Seller, whether for accident, disability, or workers compensation insurance or benefits, benefits under employee benefit plans, or obligations related to or resulting from severance of employment by Seller; (v) workmen’s liens on any of the Subject Assets; (vi) liabilities incurred by Seller or Shareholder in connection with this Agreement and the transactions provided for herein, including counsel, broker and accountant’s fees, filing fees, transfer and other taxes, and expenses pertaining to Seller’s liquidation or the performance by Seller of its obligations hereunder; (vii) liabilities of Seller related to environmental matters, including without limitation, liabilities associated with any disposal or use of hazardous materials or substances under Federal (including CERCLA) or state laws, common law or otherwise; (viii) liabilities of Seller related to the Occupational Safety and Health Act (“OSHA”), or any other similarly applicable state law, and liabilities for healthcare expenses incurred prior to Closing; (ix) liabilities of Seller with respect to any options, warrants, agreements or convertible or other rights to acquire any shares of its capital stock of any class or under any benefit plans; (x) liabilities of Seller regarding any products manufactured or distributed by Seller prior to the Closing Date; and (xi) any other liabilities arising out of facts or circumstances existing prior to the Closing Date or the operation of Seller’s Business prior to the Closing Date, Assignee will assume save and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03extent, if any, included within the Assumed Liabilities.

Assumption of Liabilities. Effective as (a) Subject to the terms and conditions of this Agreement, the Closing Date, Assignee will Buyer or any Designated Transferee shall assume and agree become responsible for, from and after the Closing, the Assumed Liabilities. (b) Notwithstanding anything to paythe contrary set forth herein, perform the Buyer shall not assume or become responsible for, and dischargeeach Seller shall remain solely liable for, as any and when all liabilities or obligations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, whether accrued or unaccrued, whether due or to become due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed whether claims with respect thereto are asserted before or after the Closing Date with respect to the Assets and the Assigned Contracts and (zClosing) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date Seller which are not Assumed Liabilities (collectively, the "Assumed Retained Liabilities"). Assignee The Retained Liabilities shall include, without limitation, the following: (i) all liabilities and obligations of either Seller for costs and expenses incurred in connection with this Agreement or the consummation of the transactions contemplated by this Agreement; (ii) all liabilities and obligations of either Seller under this Agreement or any of the Ancillary Agreements; (iii) all liabilities and obligations of either Seller for any Taxes (except of the type listed on the Closing Statement as defined in Section 2.6(b)); (iv) all liabilities and obligations of either Seller under any agreements, contracts, leases or licenses that are not assumeAssigned Contracts; (v) all obligations of either Seller arising prior to the Closing under the Assigned Contracts, and shall not be obligated all liabilities for any breach, act or omission by either Seller prior to paythe Closing under any Assigned Contract; (vi) all liabilities and obligations of either Seller arising out of events, perform conduct or dischargeconditions existing or occurring prior to the Closing that constitute a violation of or noncompliance with any Law or Regulation, any liability judgment, decree or obligation order of any Assignor Governmental Entity, or any Permit; (vii) all liabilities and obligations of either Seller (including without limitation costs of cleanup and remediation) resulting from (A) any releases of any Materials of Environmental Concern into the environment in connection with the operation of either the NMC Business or the CMS Business or any other than business by either Seller or any predecessor business or company prior to the Assumed Closing Date or for which either Seller is liable pursuant to any indemnity or otherwise; (B) the existence of any Materials of Environmental Concern at any site on which the business or operations of the NMC Business or the CMS Business or any predecessor business or company was conducted prior to the Closing Date or to which any such Materials of Environmental Concern were transported; (C) any release of any Materials of Environmental Concern at any such location if such release could give rise under any Environmental Law to liability on the part of either Seller or any predecessor business or company; or (D) any violation of any Environmental Law by either Seller or any predecessor business or company which occurred prior to the Closing; provided, however, that the liabilities and obligations referred to in this clause (ix) shall constitute Retained Liabilities (only to the extent asserted by the Buyer prior to the fifth anniversary of the Closing Date; provided, further however, that Retained Liabilities shall include all Damages which result from an event, condition, release or violation asserted by the Buyer prior to such date whether or not related they are known or asserted before such fifth anniversary; (viii) all liabilities and obligations of either 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); (ix) all intercompany liabilities of either Seller and its Affiliates; (x) any claims against, or liabilities or obligations of or in connection with, any Employee Benefit Plans, including without limitation any excise Taxes, penalties or other liabilities imposed under ERISA or the Code; (xi) all liabilities and obligations of either Seller to pay severance, termination pay, redundancy pay, pay in lieu of notice or other benefits to any current or former employee of either Seller whose employment is terminated (or treated as terminated) by either Seller in connection with the consummation of the transactions contemplated by this Agreement, and all liabilities resulting from the termination of employment of employees of either Seller prior to the Closing that arose under any Law or Regulation or under any Employee Benefit Plan established or maintained by such Seller, including without limitation any liabilities of such Seller pursuant to agreements and plans listed in Section 3.13(e) of the Disclosure Schedule; (xii) all liabilities and obligations of either Seller for all compensation and benefits accrued by employees of either Seller employed in the NMC Business or the CMS Business prior to the Closing other than those of the nature and type included on Exhibit A-1 and Exhibit A-2; ------- --- ------- --- (xiii) all liabilities and obligations of either Seller arising out of any claim, suit, action, arbitration, proceeding, investigation or other similar matter which commenced or relates to the ownership of the Acquired Assets or Businessthe operation of the NMC Business or the CMS Business on or prior to the Closing; (xiv) all liabilities and obligations of either Seller for income, transfer, sales, use or other Taxes arising in connection with the consummation of the transactions contemplated by this Agreement; (collectivelyxv) all liabilities and obligations under foreign currency contracts to which either Seller is a party; (xvi) all liabilities and obligations of either Seller with respect to any overdraft facility, the "Excluded Liabilities"), bank credit line or indebtedness for borrowed money; (xvii) all liabilities and shall not be obligated for any other claim, loss or liability obligations of either Seller relating to any actof the Excluded Assets; (xviii) all liabilities and obligations under Restricted Assets to the extent either Seller does not obtain the consents and waivers necessary to assign, omission transfer, sublease or breach by any Assignor sublicense such Restricted Assets to the Buyer and such Seller does not provide to the Buyer the benefits of such Restricted Assets pursuant to Section 2.9(b); (xix) all liabilities and obligations with respect to the Business, matters for which any provision of this Agreement provides that the Assets Buyer shall assume no liability; (xx) all liabilities and obligations of either Seller not related primarily to either the NMC Business or the Assigned ContractsCMS Business; (xxi) all liabilities and obligations of either Seller under any agreements relating to the disposition of significant assets, businesses or companies (whether by sale of assets, sale of stock, merger or otherwise) entered into at any time prior to the Closing; and (xxii) all liabilities and obligations of either Seller arising out of events, conduct or conditions existing or occurring prior to the Closing that do or allegedly constitute an infringement or violation of, or for do or allegedly constitute a misappropriation of, any claim, loss Intellectual Property rights of any other person or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03entity.

Assumption of Liabilities. Effective As partial consideration for the Subject Assets, the Buyer shall assume and perform the Assumed Liabilities. Except for the Assumed Liabilities, the Buyer shall not be obligated under, nor shall the Buyer be or become liable for, any obligation, Contract, debt or liability of the Seller or the Subject Business, including, without limitation, (a) any product liability, warranty or other claim for personal injury or property damage relating to any products sold by the Subject Business prior to the Closing Date, (b) any obligations or liabilities arising under any Assumed Contract in connection with any breach or default thereunder that occurred on or before the Closing Date, (c) any accounts payable of the Subject Business, (d) any obligations or liabilities of the Seller to any Employee, whether or not hired by the Buyer, relating to or arising out of any periods ending on or before the Closing Date, including, without limitation, any obligations or liabilities for salaries, wages, commissions, bonuses, payroll Taxes, vacation pay, severance pay, workers’ compensation, employee benefits or retirement plan contributions accrued as of the Closing Date, Assignee will assume and agree or (e) any other obligations, debts, liabilities or claims arising from or relating to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation the operation of each Assignor the Subject Business and/or the ownership of the Subject Assets on or prior to be performed after the Closing Date with respect Date. The Seller covenants and agrees to pay and discharge (i) all obligations, debts and liabilities of the Assets and Seller and/or the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor Subject Business other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss (ii) on or liability relating to any act, omission or breach by any Assignor with respect to before the Business, Closing Date all accounts payable of the Assets or Subject Business existing as of the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Closing Date.

Assumption of Liabilities. Effective as Buyer shall assume, agree to perform, and discharge when due only those obligations of Seller arising out of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability subscriptions listed in on Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date 2 with respect to the Assets period from and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assumeSeller and Buyer agree that, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities Liabilities, Buyer does not agree to assume and shall have no responsibility for any of the debts, obligations or liabilities of Seller (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), all of which shall remain the sole responsibility of and shall not be obligated paid and discharged by Seller as they become due. The Excluded Liabilities include without limitation all of the following: (a) Any tax liability or tax obligation of Seller, its directors, officers, shareholders and agents which has been or may be asserted by any taxing authority, including without limitation any such liability or obligation arising out of or in connection with this Agreement or the transactions contemplated hereby. (b) Any liability or obligation of Seller whether incurred prior to, at or subsequent to the Closing Date for any amounts due or which may become due to any person or entity who is or has been a holder of any debt or equity security of Seller. (c) Any trade account payable or note payable of Seller or any contract obligation of Seller (other than the Assumed Liabilities) whether incurred prior to, at or subsequent to the Closing Date, including without limitation all obligations to Xxxxxx Xxxxxxxxxxx (including the payment for termination of the contract with Xxxxxx Xxxxxxxxxxx), Xxxxxx-Xxxxx, and NW Aero. (d) Any liability or obligation arising out of any litigation, suit, proceeding, action, claim or investigation, at law or in equity or in arbitration, related to Seller's operation of the Business prior to the Closing Date. (e) Any claim, loss liability or liability relating to any actobligation, omission known or breach by any Assignor with respect to the Businessunknown, contingent or otherwise, the Assets existence of which is a breach of, or inconsistent with, any representation, warranty or covenant of Seller set forth in this Agreement. (f) Any liability or obligation specifically stated in this Agreement or the Assigned Contracts, or for any claim, loss or liability related Schedules hereto as not to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03by Buyer.

Assumption of Liabilities. Effective as (a) Subject to and upon all of the Closing Dateterms and conditions of this Agreement, Assignee will at the Closing, Purchaser shall assume and agree to pay, perform and discharge, as discharge the obligations and when due, and indemnify and hold each Assignor harmless from and against, liabilities of Seller (xthe "Assumed Obligations") each liability listed in under the terms of those Scheduled Contracts specifically set forth on Schedule 1.03, (y2.6(a) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only hereto to the extent that such liability is due to Scheduled Contracts have not been performed at the actions time of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date and are not in default; (collectivelyb) Except as provided in Section 2.6(a), the "Assumed Liabilities"). Assignee shall Purchaser will not assume, and shall not be obligated assume or agree to pay, perform or discharge, and shall not be responsible for, any other liabilities or obligations of Seller, whether accrued, absolute, contingent or otherwise, including without limitation, liabilities or obligations based on, arising out of, or in connection with: (i) any expenses incurred by Seller or its Affiliates in connection with the negotiation, preparation, execution and performance of the Transactions; (ii) any events or circumstances occurring prior to the Closing Date, including, without limitation, any obligation or liability of Seller or obligation its Affiliates arising out of any Assignor other than or relating to the Assumed Liabilities which are payable or performable prior to Closing; (whether iii) any Taxes which are attributable or not related relate to the Assets or Business) (collectivelythe Business or Seller, the "Excluded Liabilities"), and shall not be obligated for any periods ending on or before the Closing Date, or which may be applicable because of Seller's sale of the Business or any of the Assets to Purchaser; (iv) any lease obligations or indebtedness of Seller or its Affiliates; (v) any unlicensed or unauthorized use by Seller or its Affiliates of any trademark or other claimintellectual property rights; (vi) any note, loss account payable or liability relating other obligation to any actperson, omission entity or breach by any Assignor with respect to the BusinessGovernmental Body, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03herein; (vii) any claims or conditions arising under any federal, state or foreign statutes, laws, ordinances, regulations, rules, permits, judgments, orders or decrees attributable or relating to the Assets (including, without limitation, the operation thereof) or the Business or Seller or its Affiliates.

Assumption of Liabilities. Effective On the Closing Date, Buyer shall assume the liabilities which accrue under the Contracts on and after the closing of the transactions contemplated herein (the "Closing"), and the liabilities which result from the operation of the Stations by Buyer after Closing. Buyer shall not assume or undertake to pay, satisfy or discharge any other liabilities, obligations, commitments or responsibilities of Seller, including, without limitation, (i) any obligations or liabilities under any contract, agreement or lease not included in the Contracts, (ii) any obligations or liabilities under the Contracts relating to the period prior to the Closing except for those obligations or liabilities arising out of the Trade Agreements or Barter Agreements assumed by Buyer and subject to adjustment pursuant to Article IV, (iii) any obligations or liabilities relating to or arising out of any claims or pending litigation proceedings, (iv) any obligations or liabilities of Seller under any agreement or arrangement, written or oral, with salaried or non-salaried employees of the Stations, other than those obligations or liabilities of Seller under the employment agreements set forth on Schedule 1.3 and agreements or arrangements with employees of the Stations that Buyer has identified pursuant to Section 8.10(b) as agreements or arrangements that Buyer will assume from Seller and provided further, that Buyer actually hires such employees pursuant to such agreements or arrangements (as opposed to entering into new employee agreements or arrangements with such employees), (v) any Employee Plan and (vi) any obligations or liabilities to any employee of the Stations for accrued commissions, vacation time or sick leave, and all such obligations and liabilities shall remain and be the obligations and liabilities of Seller. If any Contract requires the consent of third parties for assignment, but (i) such consent has not been obtained as of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when duerequired by Section 9.2.7, and indemnify and hold each Assignor harmless from and against(ii) in the case of Material Contracts, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor Buyer waives such condition precedent to be performed after the Closing Date with respect in its sole discretion, then Buyer shall assume Seller's obligations under such Contract only for the period after Closing during which Buyer receives the benefits to which Seller is currently entitled under such Contract (unless consent is subsequently obtained and such delay has not prejudiced Buyer, and unless the Assets and the Assigned Contracts and (z) each other liability failure of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), Buyer to the extent and only to the extent that receive benefits under such liability Contract is due to the actions of Assignee (or any of AssigneeBuyer's affiliates, representatives or agents) failure to perform Seller's obligations thereunder after the Closing Date (collectively, the "Assumed Liabilities"Closing). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective As further consideration of the contribution, assignment, transfer and conveyance of the Assets to ReporterTV, effective as of the Closing Effective Date, Assignee will assume ReporterTV hereby assumes and agree agrees to paypay and perform all of the Liabilities; provided, perform and dischargehowever, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date that with respect to Liabilities included upon an invoice from MediaChase to Xxxxxxxxxxxxxxx.xxx, Inc. or Xxxxxxxxxxxxxxx.xxx, LLC, MediaChase will agree to pay such amounts upon receipt of payment by it from Xxxxxxxxxxxxxxx.xxx, Inc. or Xxxxxxxxxxxxxxx.xxx, LLC, as the Assets case may be, including without limitation, the payment received by it on March 27, 2000 in the amount of $353,335.47. Notwithstanding anything to the contrary set forth herein, ReporterTV shall not assume nor be liable for any of the following liabilities or obligations of any Assignor: a. all liabilities and obligations of any Assignor which pertain primarily to its assets other than the Assigned Contracts Assets; b. any of Assignor's Liabilities for any income taxes of any nature now or hereafter owed by such Assignor or attributable to the Assets; c. any taxes or expenses or fees incurred by any Assignor incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation of the consummation) of the transactions contemplated herein, including, without limitation, any related attorney's and (z) each other liability accountant's fees; d. any Liabilities now or hereafter arising by reason of each Assignor thereunder any willful and Knowing breach of contract prior to the Effective Date or any of the following intentional torts: assault and battery, false imprisonment, conversion, and so long as it is shown that MediaChase acted with malice, defamation, intentional infliction of emotional distress, invasion of privacy and interference with business relations; e. any Assignor's liabilities or obligations now or hereafter arising with respect to any period or any portion of any period prior to the Effective Date under any laws relating to industrial hygiene, occupational safety conditions or environmental conditions on, under or about property, emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or industrial, hazardous or toxic materials or wastes into the environment (including liabilities ambient air, surface water, ground water, land surface or sub-surface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or industrial hazardous or toxic materials or wastes ("Environmental Laws"); f. any Liabilities now or hereafter arising by reason of Assignor engaging, prior to the Effective Date, in sexual harassment, discrimination or retaliation based on race, religion, color, national origin, ancestry, physical or mental disability, medical condition, marital status, sex, age, and/or pregnancy ("Labor Claims"); provided, however, that for any breach of a representationclarification all other claims relating to past or current employees or consultants are being assumed by ReporterTV (e.g., warranty or covenant, or for any claims for indemnification contained therein), compensation or benefits) to the extent relating to services provided in connection with the Assets except as otherwise expressly provided herein; and g. any Liabilities now or hereafter arising by reason of any willful and only Knowing violation by any Assignor, prior to the extent that such liability is due Effective Date, of any law or order (other than Environmental Laws and labor laws (including, without limitation, those giving rise to the actions of Assignee (or any of Assignee's affiliates, representatives or agentsLabor Claims) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assumewhich matters are covered above, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability laws relating to any actintellectual property matters, omission or breach by any Assignor with respect as ReporterTV is agreeing to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded assume such Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03).

Assumption of Liabilities. Effective as Upon the Closing, Purchaser will assume all of Seller's obligations and liabilities of any kind or nature whatsoever related to, arising from or associated with any of the following to the extent they relate to the Assets (the "ASSUMED LIABILITIES"), except for Excluded Liabilities: (a) Except for the payment obligations pro-rated to Seller under Section 3.6, all liabilities and obligations under all agreements, contracts, undertakings, and licenses assigned to Purchaser under this Agreement, including the Facilities Contracts, and the Transferable Permits in accordance with the terms thereof, except in each case to the extent such liabilities and obligations, but for a breach or default by Seller or a related waiver or extension given by 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 or related waiver or extension given by Seller; provided that, for purposes of the foregoing, the phrase "breach or default by Seller or a related waiver or extension given by Seller" shall not include any such breach, default, waiver or extension that is or has been also engaged in or agreed to by the Facilities Owners in common or by the Operating Agent acting on behalf of any Facilities Owner, including the Seller; (b) All liabilities or obligations of Seller under or related to Environmental Laws or relating to any claim in respect of Environmental Conditions or Hazardous Substances arising under Laws, including Environmental Laws, or the common law, whether such liability or obligation is known or unknown, contingent or accrued, to the extent relating to the Facilities or the Facilities Switchyard, including (i) any violation or alleged violation of Environmental Laws with respect to the ownership, lease, maintenance or operation of any of the Assets, including any fines or penalties that arise in connection with the ownership, lease, maintenance or operation of the Assets prior to, on or after the Closing Date, Assignee will assume and agree the costs associated with correcting any such violations; (ii) loss of life, injury to payPersons or property or damage to natural resources (whether or not such loss, perform injury or damage arose or was made manifest before the Closing Date or arises or becomes manifest on or after the Closing Date), in each case, caused (or allegedly caused) by any Environmental Condition or the presence or Release of Hazardous Substances at, on, in, under, or migrating from the Assets prior to, on or after the Closing Date, including any Environmental Condition or Hazardous Substances contained in building materials at or adjacent to the Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at or near the Assets; and discharge(iii) the investigation or Remediation (whether or not such investigation or Remediation commenced before the Closing Date or commences on or after the Closing Date) of any Environmental Condition or Hazardous Substances that are present or have been Released prior to, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed on or after the Closing Date with respect at, on, in, under or migrating from the Assets or in the soil, surface water, sediments, groundwater, landfill cells or in other environmental media at or adjacent to the Assets Assets; (c) Subject to Section 6.8, all liabilities and obligations of Seller in respect of Decommissioning the Facilities, the Facilities Switchyard and the Assigned Contracts Site and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representationthe Decommissioning costs relating thereto, warranty whether arising prior to, on or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed LiabilitiesASSUMED DECOMMISSIONING LIABILITIES"). Assignee shall not assume; and (d) Other than the liabilities and obligations of Seller in respect of Decommissioning the Facilities, the Facilities Switchyard and the Site, which are addressed in Section 2.4(c), all liabilities and obligations of Seller arising under or relating to Nuclear Laws, and shall not be obligated all liabilities and obligations of Seller arising under or relating to payNuclear Materials or to any claim in respect thereof, perform whether based on Nuclear Laws, Environmental Laws, common law or dischargeotherwise (including liabilities and obligations for Department of Energy Decommissioning and Decontamination Fees due for periods following the Closing), whether such liabilities or obligations are known or unknown, contingent or accrued, in each case, arising or occurring prior to, on or after the Closing Date, including all asserted or unasserted liabilities or obligations to third parties (including employees of the Operating Agent) for personal injury or tort, or any liability other theory of liability, arising out of the ownership, lease, maintenance or obligation operation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets prior to, on or Businessafter the Closing Date, including liabilities and obligations arising out of or resulting from the transportation, treatment, storage or disposal of Nuclear Materials, including liabilities and obligations arising out of or resulting from a "nuclear incident" or "precautionary evacuation" (as such terms are defined in the Atomic Energy Act) at the Facilities, or any other licensed nuclear reactor site in the United States, or in the course of the transportation of Nuclear Materials to or from the Facilities, or any other such site prior to, on or after the Closing Date, including liability for all deferred premiums assessed in connection with such a nuclear incident or precautionary evacuation under any applicable NRC or industry retrospective rating plan or insurance policy, including any mutual insurance pools established in compliance with the requirements imposed under Section 170 of the Atomic Energy Act and 10 C.F.R. Part 140 or 10 C.F.R. ss. 50.54(w), including, subject to Section 3.6, all liabilities and obligations of Seller for retrospective premium obligations under the Facilities Insurance Policies (collectively, the "Excluded LiabilitiesASSUMED NUCLEAR LIABILITIES"); (e) Any and all liabilities and obligations respecting any changes or improvements needed to the Assets, and shall not if any, for them to be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor in material compliance with respect to the Businesssafety, building, fire, land use, access (including, without limitations, the Assets Americans With Disabilities Act) or similar Laws respecting the Assigned Contracts, or for any claim, loss or liability related to physical condition of the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Assets; (f) Without limiting the foregoingrepresentations and warranties of Seller contained herein or Purchaser's rights for a breach thereof, among any and all liabilities, claims, fines, penalties and expenses not otherwise enumerated above which in any way arise out of or are related to or associated with the ownership, possession, use or operation of the Assets before or after the Closing; and (g) All other things, all liabilities arising from the matters described expressly allocated to Purchaser in this Agreement or in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Ancillary Agreements.

Assumption of Liabilities. Effective as of (a) At the Closing DateClosing, Assignee Purchaser will assume and agree to pay, perform and dischargedischarge or perform, as and the case may be, when due, and indemnify and hold each Assignor harmless from and againstonly (i) the executory obligations, (x) each liability listed which arise in Schedule 1.03, (y) each obligation the ordinary course of each Assignor to be performed business on or after the Closing Date with respect to under the Assets Assumed Contracts, if any, and those outstanding trade payables incurred thereunder by the Assigned Contracts Seller in the ordinary course of business which are reflected in the Final Working Capital Statement, and (zii) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agentsLiabilities specifically identified on Schedule 2.3(a) after the Closing Date hereto (collectively, the "Assumed Liabilities"). Assignee shall . (b) Notwithstanding subsection (a) above or any other provision of this Agreement, Purchaser is not assume, and shall assuming under this Agreement any Liability that is not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the specifically identified as an Assumed Liabilities Liability in subsection (whether or not related to the Assets or Businessa) above (collectively, the "Excluded Liabilities"), including, without limitation, any of the following: (i) any and shall not be obligated for all Liabilities of the Seller or NexCoil arising from or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby; (ii) the Seller Employee Liabilities; (iii) any other claim, loss or liability relating to any act, omission or breach by any Assignor Tax payable with respect to the Business, the Assets or other properties or assets of the Assigned Contracts, Seller or NexCoil for any claim, loss or liability related a period prior to the Excluded Assets Closing Date, including any Taxes imposed upon the Seller, NexCoil the Business or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising Assets resulting from the matters described in the Prospectus transactions contemplated hereby; (iv) any and all Liabilities arising under the caption "Legal Proceedings" shall be Excluded Liabilities except Environmental Laws to the extent expressly related in whole or part to any condition in existence prior to the Closing Date; (v) any and all Liabilities with respect to worker's compensation claims, regardless of when made or asserted, related to any event, condition, fact or circumstance existing or arising, in whole or in part, on or prior to the Closing Date; (vi) any product Liability or similar claim for injury to person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by the Seller, or alleged to have been made by the Seller, or that is imposed or asserted to be imposed by operation of law in connection with any service performed or product sold or leased by or on behalf of the Seller on or prior to the Closing; (vii) Liabilities arising out of or related to any Default by the Seller of any provision of any Contract or under any Law; (viii) Liabilities of the Seller or NexCoil arising out of any administrative sanctions and other administrative proceedings, as well as any threatened fraud and abuse proceedings respecting the Business; (ix) any Liabilities with respect to any litigation claims relating to any period prior to the Closing Date; (x) any Liabilities arising out of or related to any Employee Plans or Multiemployer Plan; (xi) any Liabilities accruing, arising out of, or relating to the ownership, conduct or operation of the Business prior to the Closing Date or the ownership or use of the Assets prior to the Closing Date; (xii) any Liability under or in connection with any Excluded Assets; and (xiii) any other Liabilities, regardless of when made or asserted, that are not specifically assumed as provided on Schedule 1.03by Purchaser hereunder.

Assumption of Liabilities. Effective (a) The Buyer shall acquire the Assets free and clear of all liens (with the exception of UCC liens relating to the Company's Factoring Agreement (the "Finova Agreement") with Finova Capital Corporation ("Finova") and the Company's lease agreement with IBM Credit Corporation listed on Schedule 2.16 hereto), claims, charges, encumbrances, liabilities, obligations and debts, known and unknown, whether absolute, contingent, accrued or otherwise, including, but not limited to: (i) any and all obligations, commitments or liabilities of the Company or the Shareholder under the promissory note attached as Exhibit A hereto; (ii) any and all obligations, commitments or liabilities of the Company or the Shareholder pursuant to that certain Purchase and Sale Agreement (the "Stock Purchase Agreement") entered into as of July 1, 1995 by and among Jack Xxxxxxxx xxx Beatxxxx Xxxxxxxx, xx trustees of the Duchxxxx Xxxily Trust of 1982 (the "Duchownys"), the Company and the Shareholder, including, but not limited to, the promise of the Shareholder thereunder to pay to the Duchownys the sum of $200,000 plus interest; (iii) any and all obligations, commitments or liabilities of or claims against the Company or the Shareholder to or for any claims made by Pretty, Schrxxxxx & Xoplxxxxx, xxr non-payment of professional fees or for costs and expenses, including attorneys fees, of defending any litigation brought for such non-payment of legal fees; (iv) any and all obligations, commitments or liabilities of or claims against the Company or the Shareholder to or for any claims made by Grobstein & Company or their successors in interest for non-payment of professional fees or for costs and expenses, including attorneys fees, of defending any litigation brought for such non-payment of legal fees; (v) any and all obligations, commitments or liabilities of or claims against the Company or the Shareholder arising out of or in connection with, the transfer and sale of the Assets hereunder, including, but not limited to, the payment of any and all broker's fees; (vi) any and all liabilities for employment, transfer, sales or federal, state or local income taxes arising from the business or operations of the Company prior to the Closing Date or resulting from the sale and transfer of the Assets hereunder; (vii) any and all liabilities for any default in the performance of or breach of any contract, agreement, lease, commitment or obligation by the Company or the Shareholder prior to the Closing Date; (viii) any liability or obligation (whether absolute, contingent or otherwise) of the Company or the Shareholder arising out of any litigation that is pending or threatened as of the Closing Date, Assignee will assume whether or not listed on Schedule 2.8; (ix) any liability or obligation arising out of defects in, or damages to persons or property arising out of defects in, products manufactured or sold by the Company on or prior to the Closing Date to the extent such liabilities or obligations exceed any reserves set forth on the books and agree to pay, perform and discharge, records of the Company as and when due, and indemnify and hold each Assignor harmless from and against, of the Closing Date; (x) each any other liabilities or obligations of the Company existing on the Closing Date which should have been accrued on the books and records of the Company in accordance with the accounting principles utilized in preparing such books and records but which were not so accrued; (xi) any liabilities or obligations (whether absolute, contingent or otherwise) relating to workers' compensation or severance claims made by any employee or former employee of the Company (whether filed or presented before or after the Closing Date) in connection with claims arising on or before the Closing Date to the extent such liabilities or obligations exceed the reserve for workers' compensation set forth on the books and records of the Company as of the Closing Date; (xii) any liabilities or obligations (whether absolute, contingent or otherwise) arising out of any violation of any Environmental Law (as hereinafter defined) by the Company (including fees and penalties for continuing violations) or arising out of the presence of Hazardous Materials (as hereinafter defined) at any of the Company's properties or facilities to the extent existing on or prior to the Closing Date, whether or not listed on any schedules hereto; and (xiii) any other liability listed in Schedule 1.03, (y) each or obligation of each Assignor the Company or the Shareholder whatsoever not expressly assumed by the Buyer pursuant to Section 1.3(b) below. (b) Notwithstanding anything to the contrary contained herein, the Buyer shall assume the Company's and the Shareholder's obligations: (i) under the promissory notes attached as Exhibits B and C hereto; (ii) for the accounts payable of the Company existing on the Closing Date and which are listed on Schedule 1.2(b) hereto, which Schedule 1.2(b) shall be performed provided by the Company to the Buyer at the close of business on the business day immediately preceding the Closing Date; and (iii) arising after the Closing Date with respect to under the Assets contracts and agreements listed on Schedule 2.16 hereto. The Buyer agrees that, upon its assumption of the Company's obligations under the promissory notes attached as Exhibits B and C hereto, Buyer shall make monthly interest payments on such notes at the rate of interest stated therein, including any accrued and unpaid interest thereon. The obligations of the Company and the Assigned Contracts and (zShareholder which are being assumed by the Buyer pursuant to this Section 1.2(b) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), shall be referred to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, herein as the "Assumed Liabilities" or as an "). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than Assumed Liability," as the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03context may require.

Assumption of Liabilities. Effective as of (a) At the Closing DateClosing, Assignee will Buyer shall assume and agree to pay, perform and dischargedischarge or perform, as and appropriate, when duedue only the Liabilities of Seller specifically identified below in this subsection (a) (the “Assumed Liabilities”): (i) any post-Closing executory obligations under the Contracts, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and but only to the extent that any such liability is due obligation relates to an event that occurs after the actions Closing Date; (ii) all Liabilities of Assignee (or any Seller arising in the ordinary course of Assignee's affiliates, representatives or agents) business after the Closing Date (collectively, related solely to the "Assumed Liabilities"). Assignee shall not assumeoperation of the Purchased Assets, and shall with respect to such Liabilities arising under or related to any Laws, including Environmental Laws, only to the extent such Liabilities arise from or are related to any event that occurs after the Closing Date; and (iii) the Seller’s obligations to pay to each Transferred Employee after the Closing Date any sick pay and any vacation pay attributable to such Transferred Employee which as of the Closing Date is accrued, earned and unpaid and relates to the period commencing January 1, 2008 and ending on the Closing Date. (b) Notwithstanding subsection (a) above or any other provision of this Agreement, Buyer is not be obligated to payassuming under this Agreement or any other Transaction Document any Liability that is not specifically identified as an Assumed Liability under subsection (a) above, perform regardless of when made or dischargeasserted, including any of the following (each, an “Unassumed Liability”): (i) undisclosed Liabilities; (ii) any product or service liability or obligation similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any Assignor other than express or implied representation, warranty, agreement or guarantee made by Seller, or alleged to have been made by Seller, or that is imposed or asserted to be imposed by operation of law in connection with any service performed or product sold or leased by or on behalf of Seller on or prior to the Assumed Liabilities (Closing, whether or not related to billed as of the Assets Closing Date; (iii) any Federal, state or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any local income or other claim, loss or liability relating to any act, omission or breach by any Assignor Tax payable with respect to the Business, the Assets or the Assigned ContractsPurchased Assets, or other properties or operations of Seller or any Person that was an affiliate of Seller for a period prior to the Closing Date; (iv) any claimLiabilities under or in connection with any Excluded Assets; (v) any Liabilities arising prior to the Closing Date or as a result of the Closing relating to Seller’s employment of Persons, loss including any Liabilities with respect to any employee wages, salaries, benefits or liability withholding taxes, workers compensation claim or any other Liability of Seller to its respective employees relating in any way to their employment by Seller (other than Liabilities accrued in respect thereof on the Closing Balance Sheet); (vi) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the Transactions, including any Liability to any broker or finder retained by or on behalf of Seller in connection with the Transactions; (vii) any Environmental Liability; (viii) Liabilities arising from or related to governmental fines or penalties arising out of or based upon or incurred during the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except period prior to the extent expressly assumed Closing Date; (ix) any Liabilities for money borrowed, whether direct or contingent; (x) any Liability of Seller owing to any Person holding an equity interest in Seller, (xi) any proceeding commenced by any Person claiming that such Person is or was at any time the holder of any equity interest in Seller, and (xii) any Liabilities arising prior to the Closing Date or as provided on Schedule 1.03a result of the Closing relating to the infringement, misappropriation, dilution or other violation of the confidential information, proprietary information or intellectual property of any Person.

Assumption of Liabilities. Effective as Upon the sale and purchase of the Closing DatePurchased Assets, Assignee will MAXIMUS shall assume and agree to pay, perform pay or discharge when due only those liabilities and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in obligations of Seller described on Schedule 1.03, (y) each obligation of each Assignor 1.2 that are to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee Except as otherwise specifically provided in this Section 1.2: (a) MAXIMUS shall not assumeassume or be liable for any obligation or liability of Seller of any kind or nature, known, unknown, contingent or otherwise (each, an "Excluded Liability"), including without limitation: (i) any liability of Seller incurred in connection with this Agreement and the transactions provided for herein, including brokerage, accounting and counsel fees, transfer and other taxes, and shall expenses pertaining to the performance by Seller of its respective obligations hereunder; (ii) any litigation, proceeding, claim by any person or entity or other obligation of Seller relating to the Business or operations of Seller or otherwise relating to the Purchased Assets prior to the Closing Date, whether or not be obligated to paysuch litigation, perform proceeding, claim or dischargeobligation is pending, threatened, or asserted before, on, or after the Closing Date; (iii) any liability or obligation (x) for any Tax (as defined in Section 2.5) of Seller with respect to any taxable period (or portion thereof), whether before or after the Closing Date, (y) for any Tax resulting from or attributable to the consummation of the transactions contemplated by this Agreement, or (z) for the Taxes of any Assignor person other than Seller under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise (each, a "Tax Liability"); (iv) any claim made by an employee or former employee of Seller (including any employees of Seller who are subsequently hired by MAXIMUS) arising out of or otherwise in respect of his or her employment with or termination by, Seller; and (v) any obligations of Seller under any Law or Regulation (as defined in Section 2.7 below); and (b) Seller shall be solely responsible for any and all liabilities and obligations of Seller not included within the Assumed Liabilities. The assumption of the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), by MAXIMUS hereunder shall be treated as independent of its existing business and shall not be obligated for enlarge any other claim, loss rights of third parties under contracts or liability relating to arrangements with MAXIMUS or Seller. Nothing herein shall prevent MAXIMUS from contesting in good faith any act, omission or breach by any Assignor with respect to of the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Assumed Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as (a) On the terms and subject to the conditions of this Agreement, the Closing DateBuyer shall, Assignee will at the Closing, assume and agree to shall pay, perform and dischargedischarge when due the following, and only the following, Liabilities (the “Assumed Liabilities”): (i) all Liabilities arising under the Assigned Contracts, to the extent such Liabilities (A) were not due to have been satisfied or discharged prior to the Closing Date; (B) do not arise as a result of a default or breach of such Assigned Contract or this Agreement by the Company or its Subsidiaries; and (C) are not set forth on Schedule 2.2(b); and (ii) all Liabilities arising as a result of the post-Closing ownership or use by the Buyer and any of its Affiliates of the Transferred Assets, or the post-Closing employment by, or subsequent termination of employment with the Buyer and its Affiliates of any Transferred Employees, in each case other than any Excluded Liabilities. (b) The Company and its Subsidiaries shall retain, and shall be responsible for paying, performing and discharging when due, and indemnify the Buyer shall not assume or have any responsibility for, any Liabilities of the Company and hold each Assignor harmless from and againstits Subsidiaries other than the Assumed Liabilities, (x) each liability listed in Schedule 1.03whether arising prior to, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty on or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelythe “Excluded Liabilities”), including, without limitation: (i) Liabilities related to or arising out of the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform use or discharge, any liability or obligation ownership of any Assignor Excluded Asset; (ii) Liabilities to the extent arising from or as a result of the conduct of any business of the Company or any of its Subsidiaries, including the FS Business, other than the Assumed Liabilities, including any action, suit, claim or proceeding related thereto, regardless of when filed; (iii) Employee Obligations and Company Plan Obligations; (iv) Liabilities (whether of the Company or not related any Affiliate of the Company for Taxes other than Taxes apportioned to the Assets Buyer under Section 7.2; (v) Liabilities of the Company or Business) (collectivelyits Subsidiaries to any broker, the "Excluded Liabilities"), and shall not be obligated finder or agent for any investment banking or brokerage fees, finder’s fees or commissions, or any legal, accounting, valuation and other claimfees and expenses, loss or liability relating to any act, omission or breach by any Assignor with respect to the transactions contemplated by this Agreement; (vi) Liabilities of the Company relating to the FS Business, to the Assets Company or any other Subsidiary or Affiliate of the Assigned Contracts, or Company for any claim, loss management or liability related similar fees; (vii) Liabilities relating to any claim for personal injury or property damage arising prior to the Excluded Assets Closing Date or from the use or sale of any Products and based on product liability, strict liability or other similar theories of recovery, whether arising in contract or tort or otherwise; (viii) Liabilities arising under the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities Contracts; (ix) Liabilities arising from or as a result of the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except sale, lease, license, transfer or other disposition of Products prior to the extent expressly assumed Closing Date, including for product customization, support, maintenance or warranty; (x) Liabilities for any infringement from the use of the FS Business IP, as provided on Schedule 1.03.comprised and used by the Company prior to the Closing Date, whether by the Company or any other Person, including the Buyer, of any third party’s Intellectual Property;

Assumption of Liabilities. Effective Upon the terms and subject to the conditions of this Agreement, Acquiror and/or Acquiror Sub, as applicable, agrees, effective at the time of Closing, to assume and pay, perform and discharge when due only the following Liabilities (the “Assumed Liabilities”): (i) The obligations of each Seller to perform only those obligations under the Assumed Contracts that arise after the Closing Date, Assignee will assume and agree to payif any, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions Liabilities do not arise or result from any breach, default or violation by either Seller of Assignee (any provision of any Assumed Contract that occurred prior to, on or any of Assignee's affiliates, representatives or agents) after the Closing Date Date; (ii) those trade accounts payable of each Seller which are incurred in, relate to, or arise as a result of or in connection with the operation of the Purchased Assets and/or the conduct of the Business that are or should be accounted for as current liabilities under GAAP as of the Closing and which are either (A) reflected on the Seller Balance Sheet or (B) incurred after the date of the Seller Balance Sheet in the ordinary course of the Business but excluding any non-trade accounts payable, notes of either Seller, any accounts payable (trade or otherwise) related to discontinued operations of any Seller and any accounts payable or other payables related to the Excluded Liabilities (collectively, the "“Assumed Current Liabilities"). Assignee shall not assume, ”) and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than which are reflected on the Assumed Liabilities Post-Closing Asset/Liability Determination (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"as defined in Section 1.7(b), and shall not as such may be obligated for any other claimamended pursuant to Sections 1.7(c) or 1.7(d)); (iii) all Liabilities incurred in, loss or liability relating to or arising as a result of, or in connection with, the operation of the Purchased Assets and/or the conduct of the Business by Acquiror after the Closing; (iv) any act, omission or breach by any Assignor with respect Acquiror Transfer Taxes (as defined in Section 1.12(b)); (v) as the successor to the Business, any Liabilities of Sellers arising in connection with the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all immigration visas of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described those Seller employees listed on Schedule 1.4(v) hereto who are foreign nationals currently employed by Sellers in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except United States, but only to the extent expressly assumed as provided that such employees become Transferred Individuals; and (vi) those Liabilities specifically set forth and described on Schedule 1.031.4(vi) hereto, if any.

Assumption of Liabilities. Effective as of Notwithstanding anything to the Closing Datecontrary ------------------------- herein, Assignee will at the Closing, Purchaser shall assume and agree to become liable for, and shall pay, perform and discharge, discharge as and when duedue all of the following debts, liabilities, claims, demands, expenses, commitments and indemnify and hold each Assignor harmless from and againstobligations (whether accrued or not, (x) each liability listed in Schedule 1.03known or unknown, (y) each obligation of each Assignor to be performed disclosed or undisclosed, fixed or contingent, asserted or unasserted, liquidated or unliquidated, arising prior to, at or after the Closing Date with respect to Closing) (each, a "Liability" and collectively, "Liabilities") of --------- ----------- Sellers (other than the Assets Excluded Liabilities) (each and all of the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelyforegoing items, the "Assumed Liabilities"): ------------------- (a) all Liabilities reflected on the Statement of Net Assets (Excluding Equipment) to the extent not satisfied or discharged on or prior to the Cut-Off Date; (b) all Liabilities to be reflected on the Closing Statement of Net Assets (Excluding Equipment). Assignee shall not ; (c) all Liabilities arising from commitments (in the form of accepted purchase orders or otherwise) or outstanding quotations, proposals or bids to purchase or sell, lease or manage Tank Containers and/or Tank Chassis (which, to the extent they are binding on the date hereof, are set forth in Section 2.3(c) of the Seller Disclosure Schedule); (d) all Liabilities arising from commitments (in the form of issued purchase orders or otherwise), or outstanding quotations, proposals or bids, to purchase or acquire components, machinery, vehicles, tools, tires, replacement and spare parts, and/or other materials primarily in connection with the Business (which, to the extent they are binding on the date hereof, are set forth in Section 2.3(d) of the Seller Disclosure Schedule); (e) all Liabilities under Contracts, Leases and Permits used or held for use primarily in connection with the Business, and all Liabilities arising from actual or potential disputes with lessees of Assets, depot owners or operators, owners of managed equipment or other customers or recipients of services provided by the Business (except as otherwise provided with respect to Trencor in Section 4.6(c) of the Seller Disclosure Schedule); (f) all Liabilities under Articles VII, X and XI that Purchaser has expressly agreed to assume, pay for or be responsible for; (g) all Liabilities of Sellers under any guaranties issued, granted or provided primarily in connection with the Business to the extent such guaranties are set forth in Section 2.3(g) of the Seller Disclosure Schedule or otherwise incurred in accordance with this Agreement; (h) all Liabilities with respect to any condition of or return, warranty, or other similar Liabilities relating to Tank Containers, Tank Chassis and other products or services of the Business; provided that liabilities in respect of death, personal injury or other injury to persons or property, or liabilities arising under Environmental Laws (including Permits under Environmental Laws), in each case arising out of the condition of Assets on or prior to the Cut-Off Date, shall not be obligated deemed to paybe Assumed Liabilities; (i) any retrospective premiums, perform reinsurance payments, payments under reimbursement contracts or discharge, other adjustments under any liability or obligation insurance policy maintained for the benefit of any Assignor other than Seller and/or any of its Affiliates or their respective predecessors covering any Liability that is an Assumed Liability or covering any period after the Assumed Liabilities (whether or not related Cut-Off Date but only to the Assets extent any such insurance policy, if any, is assumed by Purchaser or Businessany of its Affiliates; and (j) (collectivelysubject to the provisions of Section 2.4(f) hereof, all other Liabilities arising out of facts, events or occurrences after the "Excluded Liabilities")Cut-Off Date to the extent primarily relating, and shall not be obligated for any other claimdirectly or indirectly, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, . To the Assets or the Assigned Contracts, or for extent any claim, loss or liability related to the Excluded Assets or the Liabilities (other than Excluded Liabilities), all wherever located, relating to or arising out of whichthe Business, are Liabilities of any Subsidiary or other Affiliate of any Seller, (i) such Liabilities are included within the Assignors term "Assumed Liabilities," (ii) such Subsidiary or other Affiliate is deemed to be included within the term "Sellers" and (iii) Purchaser shall remain obligated to pay, perform assume and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoingSellers, among other thingstheir Affiliates, all liabilities arising officers, directors, employees, agents, successors and assigns and related entities from the matters described in the Prospectus under the caption "Legal Proceedings" such Liabilities and such Liabilities shall be Excluded Assumed Liabilities except to the extent expressly assumed as provided on Schedule 1.03for purposes of this Agreement.

Assumption of Liabilities. Effective as (a) Upon the sale and purchase of the Closing DateSubject Assets, Assignee will Buyer shall assume and agree to pay, perform and discharge, as and pay or discharge when due, and indemnify and hold each Assignor harmless from and against, due in accordance with their respective terms only the following liabilities (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee ) of Seller: (i) the executory obligations of performance under the contracts listed on SCHEDULE 1.1(F) hereto, but not including any liabilities or obligations arising out of any default or breach by Seller prior to the Closing under any such contract or any liabilities or obligations arising out of the return of any product which was sold prior to the Closing; and (b) Buyer shall not assume, assume and shall not be obligated to pay, perform or discharge, pay any liability or obligation other liabilities of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) Seller (collectively, the "Excluded Liabilities"), including, but not limited to: (i) liabilities incurred by Seller in connection with this Agreement and shall not be obligated the transactions provided for herein, including, without limitation, any other claimcounsel and accountant's fees or expenses, loss or liability and any expenses pertaining to the performance by Seller of its obligations hereunder; (ii) all Taxes (as defined in Section 2.9) of Seller (whether relating to periods before or after the transactions contemplated in this Agreement or incurred by Seller in connection with this Agreement and the transactions provided for herein), and any actliability, omission pursuant to a Tax allocation agreement or breach by otherwise for Taxes arising out of the inclusion of Seller in any Assignor group filing consolidated, combined or unitary tax returns or arising out of any transferee or successor liability; (iii) liabilities of Seller with respect to any options, warrants, agreements or convertible or other rights to acquire any shares of its capital stock of any class; (iv) liabilities for customer returns, disputes, complaints, product failures, claims and credits arising from the Businesssale or license of any product or provision of any service prior to the Closing Date; (v) liabilities of Seller for any mortgages, the Assets or the Assigned Contractspledges, loans, bank indebtedness, stockholder indebtedness, indebtedness for Taxes, or otherwise, including, without limitation, liabilities for interest due to any claimlender or Stockholder; (vi) liabilities of Seller under any contracts, loss agreements or other arrangements not listed on SCHEDULE 1.1(F); (vii) liabilities with respect to events, acts, circumstances, omissions, conditions or any other state of facts (including, without limitation, any claim relating to or associated with product liability related or warranty matters, Tax matters, employee and benefits matters and any failure to comply with applicable laws) to the extent the same relate to the property, assets or business of Seller and occur prior to the Closing Date; (viii) any and all liabilities relating to the Excluded Assets Assets; and (ix) liabilities of Seller of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whatsoever, other than the Assumed Liabilities. Consistent with the foregoing, and without limitation, Seller shall retain and be responsible for and pay, as the same are incurred, and Buyer shall have no obligations or liabilities whatsoever with respect to, any and all losses, damages, obligations, liens, assessments, judgments, fines, costs and expenses, liabilities and claims, including, without limitation, interest, penalties and reasonable fees of counsel and experts of every kind or nature whatsoever, made by or owed to any person arising out of or in connection with the Excluded Liabilities. Seller and the Stockholders agree, all of whichas provided in Section 10, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee Buyer and its affiliates harmless against. Without limiting from and against any and all claims relating to Excluded Liabilities that Seller and the foregoing, among other things, all liabilities arising from the matters Stockholders are responsible for as described in this Section 1.3(b). The assumption of any liabilities by any party hereunder shall not enlarge any rights of third parties under contracts or arrangements with the Prospectus under the caption "Legal Proceedings" Buyer or Seller and nothing herein shall be Excluded Liabilities except to the extent expressly assumed prevent any party from contesting in good faith any of said liabilities as provided on Schedule 1.03against any third party.

Assumption of Liabilities. Effective (a) Except as expressly provided in this Section 1.3(a), Buyer shall assume no liabilities or obligations relating to the Events, the Publication, the Ancillary Products, the Business, the Assets, Seller or the Owners. Without limitation of the foregoing, Buyer shall assume no liability or obligation for (i) Taxes (as hereinafter defined) of Seller and the Owners for any period, or imposed in connection with the Events, the Publication, the Ancillary Products, the Business or the Assets for any periods ending prior to the Closing Date, Assignee will assume and agree to pay(ii) any liability of any of the foregoing persons for the unpaid Taxes of any person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, perform and dischargelocal or foreign law) or as a transferee or successor, as and when dueby contract or otherwise, and indemnify and hold each Assignor harmless from and against(iii) except as provided in Section 9.3, any Taxes imposed upon Seller or any of the Owners in connection with the transactions set forth in this Agreement (the liabilities referred to in (i), (xii) each liability and (iii) above are referred to herein collectively as "Tax Liabilities"). All such liabilities and obligations (including, without limitation, indebtedness, Tax Liabilities, accounts payable, obligations to employees, contractual obligations and all Litigation, whether or not listed in on Schedule 1.03-------- 4.5), (y) each obligation fixed or contingent, known or unknown, which were incurred by --- Seller or the Owners or arose from the operation of each Assignor the Business prior to be performed after the Closing Date with respect to (as hereinafter defined) are and remain the Assets liabilities and obligations of Seller or the Owners, as the case may be. Seller and the Assigned Contracts Owners hereby covenant to discharge in full in a due and (z) each other liability of each Assignor thereunder (including timely manner all such liabilities for and obligations; provided that nothing contained herein shall prevent Seller from contesting any breach of a representationsuch liabilities or obligations in good faith. Notwithstanding the foregoing, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only except to the extent that any such liability is due to or obligation represents a Tax Liability, Buyer shall assume the actions following liabilities and obligations of Assignee (or any of Assignee's affiliates, representatives or agents) after Seller at the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or ): (i) the obligation of any Assignor other than for Seller's performance after the Closing Date under the Assumed Contracts; (ii) accounts payable, due to unaffiliated third parties, incurred by Seller in the ordinary course prior to the Closing Date, in respect to Future Events, Future Publications and/or Future Ancillary Products; (iii) the Closing Liabilities (whether or not related as hereinafter defined); and (iv) any and all obligations and liabilities incurred by Buyer relating to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, ownership of the Assets or the Assigned Contracts, or for any claim, loss or liability related operation of the Business by Buyer from and after the Closing Date. (b) Notwithstanding anything to the Excluded Assets contrary contained in Section 1.3(a), neither this Agreement nor any other agreement referenced herein shall constitute an assignment of any contract or right or benefit arising thereunder if such assignment would constitute a breach or otherwise adversely affect the Excluded Liabilitiesrights of Buyer thereunder. In the event that Seller does not obtain any required consent or waiver for the transfer of any Assumed Contract to Buyer prior to Closing, all Seller shall continue to use reasonable efforts to obtain such consent or waiver. Seller shall keep such Assumed Contract in effect for the benefit of which, Buyer until such consent or waiver is obtained at no additional expense to Seller or any of the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Owners.

Assumption of Liabilities. Effective as of At the Closing Dateand except as otherwise specifically provided in Section 1.6.3, Assignee will PRG shall assume and agree to pay, perform and dischargedischarge or perform, as appropriate, without duplication, solely the following liabilities and when due, and indemnify and hold each Assignor harmless from and against, obligations of Seller (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"): 1.6.1 all accounts payable of Seller arising before the Closing in the regular and ordinary course of the Business; 1.6.2 obligations to perform services and deliver products, accruing after the Closing, pursuant to contracts with customers entered into in the ordinary course of business; and 1.6.3 all liabilities and obligations of Seller in respect of the agreements, contracts, commitments and leases which are specifically identified on Schedule 1.6.3 attached hereto. 1.6.4 In no event, however, shall PRG assume or incur any liability or obligation under this Section 1.6 or otherwise in respect of any of the following liabilities or obligations: (a) liabilities or obligations arising out of any breach by Seller of any provision of any agreement, contract, commitment or lease, including but not limited to liabilities or obligations arising out of Seller's failure to perform any agreement, contract, commitment or lease in accordance with its terms prior to the Closing; (b) any indebtedness for borrowed money, including without limitation, any indebtedness arising under any note, debenture, bond, letter of credit agreement, loan agreement or other contract or commitment for the borrowing or lending of money relating to the Business or agreement or arrangement for a line of credit, or any guaranties, in any manner, whether directly or indirectly, of any indebtedness, dividend or other obligation of any other person or entity relating to the Business (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection). Assignee shall ; (c) any product liability or similar claim for injury to person or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Seller, or alleged to have been made by Seller, or which is imposed or asserted to be imposed by operation of law, in connection with any service performed or product sold or leased by or on behalf of Seller on or prior to the Closing, including without limitation any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for consequential damage, lost revenue or income; (d) any federal, state or local income or other tax (i) payable with respect to the business, assets, properties or operations of Seller or any Shareholder or any member of any affiliated group of which Seller or any Shareholder is a member for any period prior to the Closing Date, or (ii) incident to or arising as a consequence of the negotiation or consummation by Seller or Shareholder of this Agreement and the transactions contemplated hereby; (e) any liability or obligation under, in connection with, or with respect to the Excluded Assets; (f) any liability or obligation arising prior to or as a result of the Closing to any employees, agents or independent contractors of Seller, whether or not assumeemployed by PRG after the Closing, and shall not be obligated to payor under any benefit arrangement with respect thereto, perform or discharge, except for obligations incurred in the ordinary course of the Business set forth on Schedule 1.6.4; (g) any liability or obligation of Seller or any Assignor Shareholder arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, fees and expenses of counsel, accountants and other than the Assumed Liabilities experts); (whether h) any liability or not related obligation of Seller or any Shareholder to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission person or breach by entity affiliated with Seller; and (i) any Assignor with respect liability or obligation relating to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities employee benefit plan except to the extent expressly assumed as otherwise specifically provided on Schedule 1.03above.

Assumption of Liabilities. Effective Subject to entry of the Sale Order or subsequent order with respect to the assumption of liabilities, on the terms and subject to the conditions set forth in this Agreement and the Sale Order, at the Closing, pursuant to the Sale Order, Purchaser will assume, effective as of the Closing, and will timely perform and discharge in accordance with their respective terms, the following Liabilities (collectively, the “Assumed Liabilities”): (a) all Liabilities of any kind or character to the extent resulting from, arising out of or in connection with the use, operation, possession or ownership of or interest in the Purchased Assets and/or the Business after the Closing Date; (b) any Assumed Cure Costs that Purchaser is required to pay pursuant to Section 2.5; (c) all Liabilities of the Sellers under the Purchased Contracts that arise on or after the Closing Date; (d) all Liabilities under all Laws arising from the Purchased Assets and the operation of the Business that arise on or after the Closing Date including those arising out of or relating to (i) the Transferred Permits/Licenses, (ii) any mine operation or safety compliance matters related to the condition of the Purchased Assets or the mining areas of the Business, (iii) the Purchased Assets’ or the Business’s compliance with Environmental Laws and Mining or Mining Safety Laws, and (iv) any conditions arising from a spill, emission, release or disposal into the Environment of, or human exposure to, hazardous materials resulting from the operation of the Business or Purchased Assets; (e) all Liabilities under all Laws arising out of or relating to Reclamation Liabilities of the Business or the Purchased Assets; (f) all Liabilities for all (i) Transfer Taxes, (ii) Assumed Non-Income Taxes, and (iii) Non-Income Taxes that are allocated to Purchaser pursuant to Section 10.4(a); (g) all Trade Payables arising (i) after the Petition Date that remain unpaid as of the Closing Date, Assignee will assume and agree with an aggregate face value equal to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, the lesser of (x) each liability listed in Schedule 1.03, all such Trade Payables as of the Closing Date and (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts $20,000,000 and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agentsii) after the Closing Date Date; and (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed h) all Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided specifically listed on Schedule 1.032.3.

Assumption of Liabilities. Effective as of (a) At the Closing DateClosing, Assignee will Buyer shall assume and agree to pay, perform and dischargedischarge or perform, as and appropriate, when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation due only the Liabilities of each Assignor to be performed after the Closing Date with respect Companies relating to the Assets and the Assigned Contracts and Business specifically identified below in this SECTION 2.5(A) (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"): (i) all expenses, accounts payable and other current liabilities of the Business set forth on SCHEDULE 2.5(A). Assignee shall not assume, in each case as set forth on the Balance Sheet and all expenses and accounts payable and other current liabilities of the Business incurred in the ordinary course on or after the Effective Date through the Closing Date consistent with SECTION 4.22; (ii) all Liabilities of the Business incurred in the ordinary course, including the Assumed Contracts, other than those Liabilities related to or resulting from (A) any personal injury whether based upon theories of tort, products liability or workmen's compensation through the Closing Date, (B) Environmental Conditions arising from or related to circumstances existing on or before the Closing Date, and shall (C) the wilful misconduct or gross negligence of any Company; and (iii) ad valorem or other similar Taxes to be prorated pursuant to SECTION 8.3(B). (b) Notwithstanding paragraph (a) above or any other provision of this Agreement, Buyer is not be obligated to payassuming under this Agreement or any other Transaction Document, perform or dischargeunless otherwise expressly stated therein, any Liability that is not specifically identified as an Assumed Liability under SECTION 2.5(A), including any of the following (each, an "Unassumed Liability"): (i) Liabilities arising out of any Default by any Company of any provision of any Contract; (ii) any product liability or obligation similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by any Company prior to the Closing Date, or alleged to have been made by any Company, or that is imposed or asserted to be imposed by operation of law in connection with any service performed or product sold or leased by or on behalf of any Assignor other than the Assumed Liabilities (whether Company on or not related prior to the Assets Closing; (iii) any Federal, state or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any local income or other claim, loss or liability relating to any act, omission or breach by any Assignor Tax payable with respect to the Business, the Assets or the Assigned ContractsPurchased Assets, or other properties or operations of any Company or any member of any affiliated group of which any Company is a member for any claim, loss or liability related a period prior to the Excluded Assets or the Excluded LiabilitiesEffective Date, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly that such Taxes are included in the Taxes specified in SUBPARAGRAPH (I) of SECTION 2.5(A); (iv) any Liabilities under or in connection with any Excluded Assets; (v) except for the salaries and wages of the Designated Employees which are assumed by Buyer pursuant to SECTION 2.5(A)(I) above, any Liabilities arising prior to the Closing Date or as provided a result of the Closing for severance, bonuses, accrued vacation pay or any other form of compensation to any employees, agents or independent contractors of any Company, whether or not employed by Buyer after the Closing and whether or not arising or under any applicable Law, Benefit Plan or other arrangement with respect thereto; (vi) any Liabilities of any Company arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the Transactions; (vii) any Environmental Liability arising from or related to circumstances existing on Schedule 1.03or before the Closing Date; (viii) any Liabilities to give credits or take other remedial actions for defective goods or services; (ix) any Liabilities for money borrowed; and (x) any other Liabilities that are not otherwise assumed by Buyer hereunder, that are not specifically listed as an Assumed Liability under SECTION 2.5(A). None of the foregoing exclusions shall operate to exclude any of the Liabilities assumed by Buyer under SECTION 2.5(A)(II).

Assumption of Liabilities. Effective as of From and after the Closing Date, Assignee will ConAgra shall assume and agree to pay, perform and dischargedischarge (i) the Company's accounts payable and accrued expenses existing as of the Closing Date, (ii) the Company's long-term debt and capital lease obligations (including current maturities thereof) existing as and when dueof the Closing Date, and indemnify and hold each Assignor harmless from and against, (xiii) each liability listed in Schedule 1.03, (y) each obligation all of each Assignor to be performed after the Closing Date obligations of the Company which thereafter accrue with respect to the Assets leases and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities")contracts described in Section 1.7 hereof. Assignee ConAgra shall not assume, assume and shall not be obligated deemed to payhave assumed any other liability or obligation of the Company not described above, perform including, but not limited to: (a) Any liability or dischargeobligation of the Company for any taxes (including interest and penalties thereon) imposed on or measured by the Company's income for any period or periods ending before or after the Closing Date, including federal, state and local income taxes, or any liability or obligation of the Company for any Assignor withholding taxes, Social Security taxes, unemployment taxes, excise taxes, capital stock taxes, sales taxes, use taxes, gross receipt taxes or other than federal, state or local taxes of any nature (including all penalties) with respect to any time period; (b) Any liability or obligation for any sales, use or gross receipts taxes payable with respect to, or resulting from, the Assumed Liabilities transactions contemplated herein; (c) Any liability or obligation of the Company arising out of or resulting from any breach by Seller of any lease, contract or other agreement to which the Company is a party, whether or not related to such agreements are assumed by ConAgra hereunder; (d) Any liability or obligation of the Assets Company arising out of or Business) (collectivelyresulting from any violation of any federal, the "Excluded Liabilities")state or local laws or regulations including, without limitation, environmental laws and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contractsregulations, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in sale by the Prospectus under Company of any product; (e) Any liability or obligation of the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent Company not expressly assumed as provided on Schedule 1.03by ConAgra hereunder.

Assumption of Liabilities. Effective (A) Except as of otherwise expressly set forth herein or in the Interim Servicing Agreement, on the Closing Date, Assignee will Purchaser shall assume and agree to payand, perform and dischargethereafter, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation discharge fully only the following liabilities of each Assignor Seller to be performed after the Closing Date Cut-off Time: (i) all of the obligations of Seller to the Cardholders under the Card Agreements (excluding obligations for Enhancements); (ii) any expenses related to the Accounts and the activity thereon after the Cut-off Time (excluding expenses for Enhancements); and (iii) subject to the prorations of fees set forth in Section 2.3 (E) hereof, all fees, normal operating assessments and other charges of VISA or MasterCard arising after the Cut-off Time, except for those charges: (a) arising from Seller’s violation on or before the Cut-off Time of any operating regulation of VISA or MasterCard; or (b) arising from or relating to any special assessments with respect to periods up to and including the Assets Cut-off Time. Except as provided above, Purchaser shall not assume any liability, commitment, or any other obligation of Seller, whether absolute, contingent, or otherwise known or unknown of any nature, kind or description whatsoever, arising from or related to the operation of the Seller’s Business prior to or after the Cut-off Time. For the avoidance of doubt, Seller expressly retains all liability arising out of or from the Enhancements. (B) Seller agrees that: (i) it shall be solely responsible for any draft retrievals, chargebacks, representments or incorrectly posted transactions that occur through the Cut-off Time and that relate to an Account that bears Seller’s BIN or ICA (as defined in Section 5.2(D)) number; (ii) it shall be responsible for processing any draft retrievals, chargebacks, representments or incorrectly posted transactions through the Assigned Contracts Conversion Date and that relate to an Account that bears Seller’s BIN or ICA, all in accordance with the requirements of the Interim Servicing Agreement; and (ziii) each it will be responsible for all expenses related to the Accounts and activity thereon prior to the Cut-off Time. Seller will be responsible for all expenses charged by Seller’s Card Processor for the Closing and for the conversion of the Accounts from Seller’s Card Processor to the Purchaser’s Card Processor, including, but not limited to, the cost of all electronic transmissions, back-up tapes and other liability of each Assignor thereunder (including liabilities Seller’s Card Processor pass through costs and expenses. Seller will also be responsible for any breach of a representation, warranty fees or covenant, expenses assessed to Seller or Seller’s Card Processor in relation to this transaction by MasterCard or VISA. Purchaser shall have no responsibility for any such Closing or conversion expenses or for any claims penalties, termination fees, or similar expenses payable because of the termination of Seller’s agreement with Seller’s Card Processor. (C) Seller shall be liable for indemnification contained therein), any Tax that relates to its operation of the Business on or prior to the extent and only Cut-off Time. Purchaser shall be liable for any Tax that relates to its operation of the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) Business after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Cut-off Time.

Assumption of Liabilities. Effective as of (a) Subject to the Closing Dateterms and conditions set forth in this Agreement, Assignee will Purchaser shall, at the Closing, assume and agree to shall pay, perform perform, satisfy and discharge, as and discharge when due, and Purchaser shall hold harmless and indemnify Seller and hold each Assignor harmless its Affiliates from and against, (x) each liability listed in Schedule 1.03, (y) each obligation the following Liabilities of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date Vuforia Business (collectively, the "Assumed Liabilities"): (i) all Liabilities reflected or reserved for on the Vuforia Balance Sheet; (ii) all Liabilities arising out of or relating to the Transferred Contracts; (iii) all Liabilities with respect to product warranties and service obligations arising out of or relating to the operations of the Vuforia Business, or any products manufactured, sold or distributed on behalf of the Vuforia Business, on or after the Closing; (iv) all liabilities related to the Swiss Subsidiary and the ownership of the capital shares, stock or similar ownership rights of the Swiss Subsidiary, arising on or after the Closing; (v) all Liabilities relating to the Vuforia Business Employees that become employees of Purchaser or any of its Affiliates at Closing, pursuant to applicable law or pursuant to Section 7 of this Agreement, regardless of when such Liabilities arose, including but not limited to all Liabilities (i) based on any act or omission of Purchaser or one of its Affiliates (including claims for wrongful or unfair termination or dismissal, advance notice and/or severance) or (ii) arising out of or resulting from Purchaser's or its Affiliates' failure to comply with the covenants in Section 7 of this Agreement; (vi) all Liabilities relating to the Vuforia U.S. Employees for any Employment Loss under the WARN Act arising out of or resulting from Purchaser's or its Affiliates' failure to comply with the covenants in Section 7 of this Agreement; (vii) all Liabilities for accounts payable for goods and services received or rendered by or on behalf of the Vuforia Business prior to the Closing Date; and (viii) all Liabilities for Taxes attributable to the Vuforia Business and the Purchased Assets (A) for periods other than the Pre-Closing Tax Periods, (B) described in Section 6.7(a). Assignee , or (C) arising from a breach by Purchaser, its Affiliates and/or its Representatives of its obligations in Section 6.7(b). (b) Seller shall not assumeretain, and shall be responsible for paying, performing, satisfying and discharging when due, and Purchaser shall not be obligated to payassume or have any responsibility for, perform or discharge, any liability or obligation the following Liabilities of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) Seller (collectively, the "Excluded Liabilities"): (i) all Taxes not described in Section 1.3(a)(viii) that are (x) now or hereafter owed by Seller or any Affiliate of Seller (other than the Swiss Subsidiary), and shall not be obligated for any other claim, loss or liability attributable to the Purchased Assets or the Vuforia Business relating to any act, omission Pre-Closing Tax Period or breach by any Assignor (y) of the Swiss Subsidiary (1) with respect to any Taxable period (or portion thereof, determined in a manner consistent with Section 1.3(c) hereof) ending on or before the BusinessClosing Date, (2) resulting from or attributable to the Assets or consummation of the Assigned Contractstransactions contemplated by this Agreement, or (3) for any claimTaxes of any other Person imposed on the Swiss Subsidiary as a transferee or successor, loss by contract or liability related pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing; (ii) all Liabilities to the extent relating exclusively to the Excluded Assets or and (iii) all Liabilities relating to the Excluded Liabilities, all matters set forth on Part 3.18 of whichthe Disclosure Schedule. (c) In the case of any Straddle Period, the Assignors amount of any Taxes based on or measured by income, receipts or payroll for the Pre-Closing Tax Period shall remain obligated be determined based on an interim closing of the books as of the close of the Closing Date, and the amount of other Taxes that relates to pay, perform and discharge and the Pre-Closing Tax Period shall be deemed to indemnify and hold Assignee harmless against. Without limiting be an amount of such Tax for the foregoing, among other things, all liabilities arising entire period multiplied by a fraction the numerator of which is the number of days from the matters described beginning of the Straddle Period through and including the Closing Date and the denominator of which is the number of days in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Straddle Period.

Assumption of Liabilities. Effective as of (a) On the Closing Dateterms and subject to the conditions set forth herein, Assignee will assume at the Closing, the Buyer shall assume, become liable for and agree to pay, perform discharge and dischargeperform, as the case may be, only the following Liabilities of the Companies (collectively, the “Assumed Liabilities”): (i) Liabilities reflected on the Final Closing Statement other than any Liability for Taxes or accrued bonuses set forth thereon; (ii) Liabilities of the Companies arising out of or in connection with facts or events that occur at or after Closing under the Contracts, but excluding the Excluded Contracts; (iii) Accrued and unused vacation for any Transferring Employee; (b) Notwithstanding anything else contained in this Agreement or in any Transaction Document, other than the Assumed Liabilities, the Buyer shall not assume any Liabilities of the Companies or the Shareholders, including, without limitation, those (collectively, the “Excluded Liabilities”): (i) arising or accruing under any Excluded Contract; (ii) under any Contract occurring prior to Closing, by reason of or for any default, breach or penalty, whether known or unknown; (iii) for Taxes of the Companies or the Shareholders, or for Taxes of any and all types (including, without limitation, whether due to the Companies’ existence, its form of ownership, the Tax treatment elected by the Shareholders) as a result of the operations of the Business or the ownership of the Purchased Assets prior to Closing, or otherwise; (iv) with respect to events occurring prior to Closing arising out of or in connection with non-compliance with Laws; (v) Transaction Expenses and Accrued Shareholder Liabilities; (vi) with respect to severance and change of control Liabilities as set forth in Section 10.11(a), and Liabilities associated with the Companies’ obligation, if any, to continue medical and life insurance benefits for former employees of the Companies (other than Transferring Employees); (vii) Liabilities associated with any Excluded Employee; (viii) with respect to pre-Closing periods, Liabilities arising out of or in connection with investigations or audits by licensors or other business partners of the Business; (ix) for accrued but unpaid dividends due shareholders of the Companies; (x) with respect to events occurring prior to Closing arising out of or in connection with workers’ compensation claims; (xi) Liabilities associated with any Company Employee Plans; (xii) arising out of or in connection with any Action to the extent it relates to facts or events occurring prior to Closing; (xiii) long-term debt Liabilities, including, without limitation, any such Liabilities arising under any credit agreement between the Companies and another Person, including any letter of credit facility, and any indebtedness owed to any Shareholder; (xiv) with respect to so-called “owner expenses,” consisting of personal expenses of the Shareholders and members of their respective families paid for by the Companies, including, lease expenses for automobiles, salary, benefits and other compensation payable to the Excluded Employee, personal tax preparation costs, charitable donations, and estate planning fees; (xv) Liabilities of the Companies associated with the making, servicing or facilitating of RALs or the provision of underwriting advisory services for RALs; and (xvi) fees and expenses of the Companies and the Shareholders arising out of or in connection with the Transactions. All of the Excluded Liabilities shall be paid, performed or otherwise discharged by the Companies as and when due; provided, and indemnify and hold each Assignor harmless from and againsthowever, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after that the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee foregoing shall not assumerestrict the Companies from contesting, and shall not be obligated to pay, perform or dischargein good faith, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03third-party Liability.

Assumption of Liabilities. Effective At Closing, Buyer shall assume ------------------------- Seller's liabilities and obligations with respect to the Leases and Contracts (except as set forth in (ii) below), including performance of all customer purchase contracts other than those applicable to finished goods inventory existing at the Closing Date, all accrued vacation and accrued sick pay to the Employees as of the Closing Date, Assignee will assume all sales and agree use tax arising from this transaction, any and all claims by purchasers or third parties with respect to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed goods shipped by Buyer after the Closing Date with respect to for the Assets account of Buyer, and all expenses and obligations of operating the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) Business after the Closing Date, including the hiring of all Employees through the WARN Notice Date (collectivelyand all expenses and obligations of operating the Business after the Closing Date, as more fully set forth on Exhibit "G". Other than as set forth in the preceding sentence or in Exhibit "Assumed Liabilities"). Assignee G." Buyer shall not assume, and shall not or take title to the Assets subject to, or in any way be liable, obligated or responsible for any liabilities or obligations of Seller, including without limitation, (i) any liability to payany vendor of Seller for goods delivered or services rendered prior to Closing, perform or discharge, (ii) any liability or obligation of Seller existing at or arising after the Closing under any Assignor other than Lease or Contract which results from the Assumed Liabilities (whether breach or not related wrongful action or inaction of Seller prior to the Assets Closing, (iii) any liability or Business) (collectivelyobligation of Seller in respect of any plan, the "Excluded Liabilities")agreement, and shall not be obligated for any other claim, loss arrangement or liability relating understanding under which benefits or employment is provided to any actperson, omission or breach by (iv) any Assignor with respect tax liability, including sales and use tax, accruing prior to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, Closing; all of which, the Assignors which Seller shall remain obligated to pay, perform and discharge and to indemnify satisfy as and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03when due and payable.

Assumption of Liabilities. Effective as (a) Each Purchaser hereby agrees that at the Closing it will assume and undertake to pay, satisfy and discharge on a timely basis without default all obligations and liabilities of each Asset Seller primarily related to the Property or the Business, from and after the Closing Date, Assignee will assume arising from or in connection with (i) the written terms of Contracts included in the Purchased Assets listed in this Agreement or the Seller Disclosure Schedule or not required to be listed by the terms of this Agreement or entered into by an Asset Seller after the Effective Date in accordance with the terms of this Agreement; (ii) all other obligations and agree to payliabilities arising from or in connection with Contracts not included in subsection 1.5(a)(i), perform provided that such obligations and discharge, as liabilities do not exceed in the aggregate $100,000; and when due, and indemnify and hold each Assignor harmless from and against, (iii) those liabilities or obligations (other than (x) each liability listed in Schedule 1.03, indebtedness owed to any PGS Affiliate and (y) each obligation any accounts payable owed to any PGS Affiliate) related to the Property or the Business and that are set forth on the face of each Assignor the Most Recent Business Balance Sheet, subject to be performed after addition and changes in accordance with the terms of this Agreement, or incurred in the ordinary course of the Business between the date of such balance sheet and the Closing Date with respect to the Assets (all liabilities and the Assigned Contracts obligations described in subsection 1.5(a)(i), (ii) and (ziii) each other liability of each Assignor thereunder (including liabilities are referred to collectively as “Assumed Liabilities”); provided, however, that no Purchaser shall assume or be liable for any breach of a representation, warranty or covenant, accounts payable owed to any PGS Affiliate or for any claims for indemnification contained therein)arising out of or in connection with defaults under Contracts, to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after defaults existed at the Closing Date Date. (collectively, b) Except for the "Assumed Liabilities"). Assignee , each Purchaser shall not assume, and shall not be obligated to pay, perform or discharge, assume any liability or obligation of any Assignor other than the Assumed Liabilities (whether Asset Seller, fixed or not related to the Assets contingent, disclosed or Business) (collectivelyundisclosed, the "Excluded Liabilities"), and shall not be obligated or any liability for any other claimclaims, loss debts, defaults, duties, obligations or liability relating to liabilities of any actAsset Seller of any kind or nature, omission whether known or breach by any Assignor with respect to the Businessunknown, the Assets contingent or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilitiesfixed, all of which, to the Assignors extent that such liabilities, fixed or contingent, known or unknown, exist on the Closing Date, regardless of when the claim is made (“Retained Liabilities”), and such Retained Liabilities shall remain obligated be retained by the Asset Sellers. No Purchaser shall be required to paydefend any Legal Action arising out of any act, perform event or transaction occurring prior to the Closing Date, in connection with the ownership or operation of the Purchased Assets by the Asset Sellers except for Assumed Liabilities, and discharge the Asset Sellers shall, and each Asset Seller hereby agrees, to indemnify and hold Assignee harmless againstsatisfy in due course all Retained Liabilities, except those being contested or denied by a Seller in good faith. Without limiting the generality of the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" Sellers shall be Excluded Liabilities except responsible for any expenses incurred after the Closing Date related to the extent expressly Excluded Assets. (c) Prior to Closing, each Purchased Entity and each Subsidiary of a Purchased Entity will cause the Unrelated Liabilities to be satisfied and discharged, or to be assumed as provided by a Seller or another Subsidiary of PGS (other than a Purchased Entity or a Subsidiary of a Purchased Entity), without any future obligation on Schedule 1.03the Purchased Entity or the Subsidiaries of the Purchased Entities. No Purchased Entity or Subsidiary of a Purchased Entity shall be required to defend any Legal Action arising out of an Unrelated Liability, and each Seller agrees to satisfy in due course any Unrelated Liability, except those being contested or denied in good faith by a Seller.

Assumption of Liabilities. Effective as (a) Buyer expressly is not assuming any obligations or liabilities, whether accrued, absolute, contingent, matured, unmatured or other, of Seller, the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty Shareholders or covenant, or for any claims for indemnification contained therein), to the extent and only to their respective affiliates. To the extent that such liability is due Buyer assumes any agreement required to be set forth in Section 2.7 of the actions Seller Schedule ("Assignable Contracts"), which assumption shall be at Buyer's sole option exercisable within 90 days of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelysubject to Seller's consent not to be unreasonably withheld). Buyer shall also assume and be responsible for liabilities thereunder arising after the date of assumption (other than those caused by an act or omission of Seller or its affiliates). If the assignment to Buyer of an Assignable Contract is subject to the consent of a third party, the "Assumed Liabilities"assignment shall be conditioned upon such consent. Buyer and Seller each shall reasonably cooperate in obtaining any such consent. If such consent is not obtained, at Buyer's request Seller will perform under such contract for Buyer's benefit and Buyer will indemnify Seller for any Losses (as defined in Section 6.2(a)) resulting from such performance. Assignee shall not assumeSubject to Article VI, Seller and shall not be obligated the Shareholders will severally indemnify and hold Buyer harmless from and against any and all losses, costs, expenses, claims, liabilities, deficiencies, judgments and damages (including reasonable attorneys' fees) incurred or suffered by Buyer related to payor arising out of any liabilities or obligations to third parties of Seller or any of Seller's stockholders, perform affiliates or dischargesuccessors, including without limitation the following liabilities or obligations: (1) any liability or obligation for any Taxes (as defined in Section 2.4) incurred or accrued by Seller for any period or any liability for Taxes of any person or entity attributable to the Assets for any period or portion of any period ending on or prior to the Closing Date; (2) any liability or obligation of Seller as a result of any Assignor legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done or suffered to be done by the Seller or any of its directors, officers, employees, or agents to third parties; or (3) any liability or obligation of Seller relating to or in connection with any product liability or warranty matters relating to Seller's products (i.e., motor vehicles), or the return of Seller's products from customers or any other than person or entity. (b) Subject to Article VI, Buyer will indemnify and hold Seller and Shareholders harmless from and against any and all losses, costs, expenses, claims, liabilities, deficiencies, judgments and damages (including reasonable attorney's fees) incurred or suffered by Seller or Shareholders related to or arising out of any liabilities or obligations to third parties of Buyer, including without limitation the Assumed Liabilities following liabilities or obligations: (whether 1) any liability or not related obligation for any Taxes accrued by Buyer for any period or any liability for Taxes of any person or entity attributable to the Assets for any period or Businessportion of any period commencing after the Closing Date; (2) any liability or obligation of Buyer as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done or suffered to be done by Buyer or any of its directors, officers, shareholders, employees or agents after the Closing Date; or (collectively3) any liability or obligation of Buyer relating to or in connection with any product liability or warranty matters relating to Buyer's products (i.e., the "Excluded Liabilities"motor vehicles), and shall not be obligated for inventory provided by Seller under the Inventory Agreement or the return of any product from customers or any other claim, loss person or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03entity.

Assumption of Liabilities. Effective as In connection with the contribution of the Closing DateContributed Assets, Assignee will Knewco shall assume and agree to pay, perform and discharge, as and when due, and indemnify shall hold the Company harmless from, all of the liabilities (including contingent liabilities) and hold each Assignor harmless from and againstobligations of the Company directly relating to (i) the employees who become employees of Knewco in connection with the Divestiture, (xii) each liability listed Knewco's customers (including customers of the Company prior to the Divestiture Date) in Schedule 1.03the Knewco Territory, (yiii) each obligation the Company's products sold or leased to such customers or (iv) the assets and properties of each Assignor the Company located in the Knewco Territory (the items referred to be performed after in clauses (i) through (iv) being sometimes referred to herein as the Closing Date with respect "Knewco Related Items") arising prior to and following the Assets and the Assigned Contracts and Divestiture Date, except as expressly excluded below (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee , including: (a) current liabilities reflected on the May Pro Forma Balance Sheet or accrued following the date thereof by the Company in connection with the Business in the Knewco Territory and in accordance with the Allocation Principles; (b) payroll liabilities to employees of the Company located in the Knewco Territory who become employees of Knewco for services rendered prior to the Divestiture Date, and benefit plan obligations, liabilities for accrued vacation, sick and holiday time, all other compensation due to such employees, and employment-related claims or liability to such employees (Knewco shall not assumeassume such employment-related liabilities of employees of the Company who do not become employed by Knewco); (c) the Company's obligations under the Assigned Instruments; (d) any liability (including contingent liabilities) of the Company with respect to any tort, product liability, general liability or other claim directly relating to the Knewco Related Items; (e) any liability under any laws concerning the disposal or release of hazardous substances, public health and safety, or pollution or protection of the environment arising out of or relating to any of the Contributed Realty; (f) all warranty obligations for products of the Company sold or delivered in the Knewco Territory or for use in the Knewco Territory; (g) any liability of the Company for fines, penalties, damages or other like amounts payable by the Company to any government or governmental agency or instrumentality directly relating to the Knewco Related Items; (h) real property, personal property, sales and payroll taxes of the Company directly relating to the Knewco Related Items; and (i) all other liabilities and obligations arising out of the operation of the business of Knewco following the Divestiture Date. Such liabilities, subject to the exclusions set forth below, are referred to collectively as the "Assumed Liabilities". In no event shall not Knewco assume or be obligated deemed to payhave assumed any of the following debts, perform obligations, liabilities or dischargecommitments of the Company: (i) except as set forth in Section 1.3(h), any liability for Taxes (as such term is defined in the Merger Agreement) of the Company or obligation any Acquired Subsidiary, and any Taxes imposed on the Company or Caribe arising as a result of any Assignor the transfer of the Caribe Financial Assets as referred to in Section 1.6 or the transactions contemplated by this Agreement (other than pursuant to a Knewco Sale) or by the Merger Agreement; (ii) any obligations of the Company to the banks listed on Schedule VI (the "Banks") arising under their respective loans to the Company listed on Schedule VI (the "Bank Loans"); (iii) except as provided in Section 1.3(b) and Section 1.4, any liability to employees of the Company or to any of the Company's employee benefit plans; (iv) any liability of the Company or Knewco for expenses reasonably incurred in negotiating, preparing or consummating the Merger or the transactions contemplated in this Agreement (including the Knewco Stock Distribution but not including the Knewco Sale); or (v) all other liabilities of the Company not expressly assumed by Knewco as Assumed Liabilities. Failure to specifically identify on applicable Schedules hereto any liabilities or obligations of the Company that are expressly intended to be assumed by Knewco pursuant to this Agreement shall not exclude such liabilities or obligations from the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as of the Closing Date, Assignee will assume (a) Buyer hereby assumes and agree agrees to pay, perform and dischargedischarge the liabilities and obligations under the Purchased Assets, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and but only to the extent that such liability is due liabilities and obligations do not relate to any breach, default or violation by Seller on or prior to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "“Assumed Liabilities"”). Assignee shall . (b) Notwithstanding anything in this Agreement to the contrary, Buyer is not assumeassuming any liabilities of Seller, and shall whether or not be obligated to payincurred in connection with the conduct of the Business, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities Liabilities, and all such liabilities (whether or not related to the Assets or Business) (collectively, the "“Excluded Liabilities"), ”) shall remain the sole responsibility of and shall not be obligated for any other claimretained, loss or liability relating to any actpaid, omission or breach performed and discharged solely by any Assignor with respect to Seller. For the Businesssake of clarity, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent specifically set forth above, the Excluded Liabilities shall include, and Buyer shall not be the successor to, and does not and will not assume or be responsible for, (i) any liability accruing, related to or otherwise arising out of the conduct or operation of the Business or the ownership, leasing or use of the Purchased Assets on or prior to the Closing (excluding, for the avoidance of doubt, Assumed Liabilities), (ii) any liability arising in respect of or relating to the employment of the present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, or any liability to indemnify, reimburse or advance amounts to any present or former officer, director, member, shareholder, manager, general partner, limited partner, employee or agent of Seller (including with respect to any breach of fiduciary obligations by any such party) arising on or prior to the Closing or in connection with this Agreement, or any liability arising in respect of or relating to any employee benefit plan (including any salary, vacation pay, severance pay, bonus or other similar liabilities), (iii) occupation of any currently or formerly leased or owned real property or personal property, (iv) any liability of Seller or Founders for federal, state, local and foreign taxes or similar charges of any kind whatsoever, including income, gross receipts, profits, estimated, excise, custom, duty, property, sales, use (or any similar taxes), value added, transfer, stamp, margin, franchise, payroll, withholding, social security and municipal taxes of any kind or other taxes, including any interest, penalties and additions imposed with respect to such amounts, whether disputed or not (“Taxes”), (v) performance prior to the Closing under the Assigned Contracts (including Seller’s use of any items of personal property leased pursuant thereto), and (vi) any liability in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets, to the extent such Action relates to such operation on or prior to the Closing, in each case whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, liquidated or unliquidated, due or to become due, or otherwise, and whenever and wherever arising, and any such succession, assumption, responsibility, liability or obligation is expressly assumed as provided on Schedule 1.03disclaimed.

Assumption of Liabilities. Effective as of (a) On the Closing Date, Assignee will Purchaser shall deliver to Seller the Xxxx of Sale, Assignment and Assumption Agreement, in customary form and substance (the "Xxxx of Sale, Assignment and Assumption Agreement"), pursuant to which Purchaser shall assume and agree to paydischarge all of the following obligations with respect to the Business in accordance with their respective terms, perform but only to the extent that such obligations do not constitute Excluded Liabilities: (i) any and dischargeall liabilities, as obligations and when duecommitments arising out of the Material Agreements, excluding, however, (A) any obligation or liability for breach thereof occurring prior to the Closing Date and indemnify (B) the Melville Lease; (ii) trade accounts payables reflected on the Closing Balance Sheet; and (iii) all obligations and hold each Assignor harmless liabilities accruing, arising out of, or relating to acts or omissions of Purchaser, including the operation of the Business and use of the Assets from and against, (x) each liability listed in Schedule 1.03, (y) each obligation after the Closing Date. All of each Assignor the foregoing to be performed assumed by Purchaser hereunder (excepting any Excluded Liabilities) are referred to herein as the "Assumed Liabilities." (b) Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not assume any liabilities, obligations or commitments of Seller relating to or arising out of the operations of the Business or the ownership of the Assets other than the Assumed Liabilities (the "Excluded Liabilities"). Without limiting the generality of the foregoing, none of the following shall be "Assumed Liabilities" 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 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 Assigned Contracts and Closing Date; or (zC) each other any taxes of Seller arising from the consummation of the transaction contemplated herein; (vi) Any liability of each Assignor thereunder (including liabilities Seller for the unpaid taxes of any breach Person under Reg. 1.1502-6 of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee Code (or any other similar provision of Assignee's affiliatesstate, representatives local or agentsforeign Law) after 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 (collectivelyDate, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any except where such liability or obligation is the result of any Assignor other than Purchaser's gross negiligence or intentional torts committed by the Assumed Liabilities Purchaser or by Purchaser's employees or representatives; (whether viii) All liabilities or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability obligations of Seller relating to any act, omission or breach claims by any Assignor with respect to 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 Assets employment relationship or the Assigned Contractstermination 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 Plans; (ix) Any liabilities or obligations in respect of any actions, suits or proceedings, or for possible claims, whether such actions, suits, proceedings or possible claims are currently pending, threatened, contingent or otherwise, in any claim, loss or liability related way relating to the Excluded Assets or conduct of the Excluded Liabilities, all business and operations of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except Business prior to the extent expressly assumed as provided Closing Date, including any such matters disclosed on Schedule 1.032.1.9 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. Effective as On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall assume only the liabilities of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed Seller described in Schedule 1.03, 1.2 hereto (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee Buyer shall not assumeassume any liabilities or obligations of Seller except for those liabilities and obligations which Buyer expressly assumes pursuant to this Section 1.2. Except for the Assumed Liabilities, Buyer expressly is not assuming any obligations or liabilities, whether accrued, absolute, contingent, matured, unmatured or other, of Seller or any other person or entity whether arising under contract, from theories of successor liability, or any other basis. Seller will indemnify and hold Buyer harmless from and against any and all losses, costs, expenses, claims, liabilities, deficiencies, judgments and damages incurred or suffered by Buyer or Parent or any of their respective successors or affiliates related to or arising out of any liabilities or obligations of Seller or any of Seller's stockholders, affiliates or successors, except for those obligations expressly assumed by Buyer in this Section 1.2. Notwithstanding anything contained in this Agreement to the contrary, it is expressly agreed that Buyer shall not be obligated assume or have any responsibility with respect to pay, perform any of the following liabilities or discharge, obligations and the following liabilities and obligations shall not constitute Assumed Liabilities: (1) any liability or obligation for any Taxes (as defined in Section 2.13) incurred or accrued by Seller for any period or any liability for Taxes of any person or entity attributable to the Transferred Assets for any period or portion of any period ending on or prior to the Closing; (2) any liability or obligation of Seller as a result of any Assignor legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done, suffered to be done, or omitted to be done by Seller or any of its directors, officers, employees, or agents, except for Assumed Liabilities; (3) any liability or obligation of Seller relating to or in connection with any product liability or warranty matters relating to Seller's products, or the return of Seller's products from customers or any other than person or entity for any period or portion of any period ending on or prior to the Closing; or (4) any liability or obligation resulting from the liquidation or dissolution of Seller, except for Assumed Liabilities (whether or not related and express obligations to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Seller hereunder.

Assumption of Liabilities. Effective Except as of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in set forth on Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty Purchaser does not assume or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or dischargeotherwise become responsible for, any liability or obligation of the Seller or claims of such liability or obligation, matured or unmatured, liquidated or unliquidated, fixed or contingent, or known or unknown, whether arising out of occurrences prior to, at or after the date hereof, including without limitation: a. Liability for a warranty claim for any Assignor product or service of the Seller based upon any express warranty, oral or written, or any implied warranty arising due to the statements or conduct of Seller or their employees or agents which shall have arisen prior to the Closing Date; b. Any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other than legal or equitable theory arising from defects in products manufactured, distributed or sold for use by, or for services performed by Seller which shall have arisen prior to the Assumed Liabilities Closing Date; c. Any liabilities to or in respect of any employee of the Seller including, without limitation: (i) any employment agreement between the Seller and any employee; (ii) any liability under any employee benefit plan or other fringe benefit program maintained by Seller or to which the Seller makes contributions, or any contributions, benefits or liabilities thereto, or any liability for Seller’s withdrawal or partial withdrawal from or termination of any such plan or program; (iii) any liabilities arising under collective bargaining or similar agreement or arrangement; (iv) any claim arising as a result of or in connection with termination of any matter described in the immediately preceding clauses (i) through (iii), inclusive; and (v) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal or state employment discrimination or wage and hour law or regulation, whether asserted prior to or after the Closing Date and whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or basis for any claim, loss liability, damages or liability related penalty which shall have arisen prior to the Excluded Closing Date; d. Any liability or obligation of Seller in respect of any tax (including without limitation any personal property tax accrued but not yet payable on or before the Closing Date); e. Any action, suit, claim or proceeding (i) against the Seller or (ii) which adversely affects the Assets and which shall have been asserted prior to the Closing Date or the Excluded Liabilities, all basis of which, the Assignors which shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except have arisen prior to the extent expressly assumed as provided Closing Date; f. Any of Seller’s liabilities or obligations resulting from entering into, or consummating the transactions contemplated by, this Agreement; g. All liabilities of the Seller under any agreement other than obligations to render services after Closing under Agreements with customers identified on Schedule 1.031.01(c), including without limitation, any real property lease or debt for money borrowed or any employment agreement or consulting agreement or similar; h. Any liability of Seller in respect of any lease of real property or tangible personal property; i. Any other liabilities or obligations of the Seller whether actual or contingent; and j. Any liability of any affiliate of the Seller, including but not limited to, IceWeb, Inc., a Delaware corporation.

Assumption of Liabilities. Effective as Subject to the terms and conditions of this Agreement and in addition to the liabilities and obligations of Purchaser under Purchaser’s Ancillary Documents, Purchaser hereby assumes and agrees to perform and discharge only the following liabilities and obligations of Seller or its Affiliates arising out of the Closing Dateoperation of the Business (the “Assumed Liabilities”): liabilities and obligations of Seller and its Affiliates arising under the Assumed Contracts (but only to the extent such contracts do not constitute Excluded Assets and are properly and effectively assigned to Purchaser) to the extent such liabilities and obligations arise solely after the Effective Time and do not result from a default or breach by Seller or its Affiliates prior to the Effective Time. Notwithstanding any other provision of this Agreement, Assignee will Purchaser shall not assume any, and Seller hereby expressly retains responsibility for all, of the liabilities and obligations of Seller and its Affiliates, whether or not accrued, whether fixed or contingent, whether or not disclosed, and whether known or unknown, that are not expressly assumed by Purchaser pursuant to this Section 1.2 (collectively, the “Excluded Liabilities”). In no event shall Purchaser assume, agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation discharge or satisfy any of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities Excluded Liabilities or otherwise have any responsibility for any breach Excluded Liabilities. For purposes of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelyclarification, the "Assumed Liabilities"). Assignee Excluded Liabilities shall not assumeinclude, and shall but not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectivelylimited to, the "Excluded Liabilities"), following liabilities and shall not be obligated for any other claim, loss or liability obligations of Seller and its Affiliates: (a) All liabilities and obligations relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets (as hereinafter defined); (b) Any debt, obligation, responsibility or liability of Seller, whether known or unknown, contingent or absolute, or fixed or otherwise, owed to any of its Affiliates. “Affiliates” shall mean with respect to any party, a party, person or entity that, directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such party, where “control”, “controlled by” and “under common control with” means the Excluded Liabilitiespossession, all directly or indirectly, of whichthe power to direct or cause the direction of the management and policies of such party, whether through the Assignors shall remain obligated to payownership of voting securities, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoingby voting trust, among other thingscontract or similar arrangement, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03trustee or executor, or otherwise.

Assumption of Liabilities. Effective as of At the Closing DateClosing, Assignee will the Company shall assign to the Purchaser, and the Purchaser shall assume and agree to pay, perform and discharge, as from and when dueafter the Closing, only the following Liabilities of the Company (all such Liabilities, the “Assumed Liabilities”): (a) Any account payable (other than in respect of amounts owed to Xxxxxx & Xxxxxx, legal counsel to the Company, and indemnify and hold each Assignor harmless from and againstamounts owed to Xxxxxxx Xxxxxx, patent counsel to the Company, in connection with the transactions contemplated hereby (xthe “Excluded Payables”)) each liability listed in Schedule 1.03, either (yi) each obligation of each Assignor to be performed reflected on the Interim Balance Sheet or (ii) incurred after the Closing Date with respect date of the Interim Balance Sheet in the ordinary course of business that, in the case of either of clause (i) or clause (ii), remains unpaid at and is not delinquent immediately prior to the Assets and Closing; (b) Any Liability arising after the occurrence of the Closing under the Assigned Contracts and (z) each other liability than any Liability under the Assigned Contracts arising out of each Assignor thereunder (including liabilities for any or relating to a breach of a representation, warranty or covenantviolation of, or for non-compliance with, any claims for indemnification contained therein)of the covenants, obligations, representations, warranties or other provisions of any such Assigned Contract that relates to periods prior to the extent and only occurrence of the Closing or to the extent that such liability is due Liability would constitute a breach or violation of, or non-compliance with, any covenant, obligations, representation, warranty or other provision of this Agreement or any Ancillary Agreement); and (c) Any Liability arising after the occurrence of the Closing under the Assigned Governmental Authorizations (other than any Liability under the Assigned Governmental Authorizations arising out of or relating to a breach or violation of, or non-compliance with, any of the Company’s obligations under any such Assigned Governmental Authorization that relates to periods prior to the actions occurrence of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03that such Liability would constitute a breach or violation of, or non-compliance with, any covenant, obligation, representation, warranty or other provision of this Agreement or any Ancillary Agreement).

Assumption of Liabilities. Effective as Assignee hereby assumes all of the Closing Dateduties, Assignee will assume liabilities and agree obligations of WEO arising from and after the date hereof which relate to pay, perform (i) the WEO Operating Contracts or the WEO Operating Assets and discharge, as and when due(ii) work performed on Projects pursuant to Development Management Agreements after the date hereof, and indemnify shall include (a) those duties, liabilities and hold each Assignor harmless obligations relating to any Development Management Agreements (and the provision of leasing services pursuant to Section 4.3 of the WEO Agreement) arising from and againstafter the date hereof (b) those duties, liabilities and obligations arising from or on account of (x) each liability listed the employment by WEO or its Subsidiaries of any employees or individuals serving as independent contractors acting in Schedule 1.03a manner comparable to that of individual employees, or (y) each obligation other matters relating to the relationship of each Assignor to be individuals (who performed after work for WEO or its Subsidiaries in the Closing Date WEO offices) with WEO or its Subsidiaries (including, with respect to the Assets and the Assigned Contracts (x) and (zy), sexual harassment (except harassment by an individual whose knowledge is attributed to EOP under Section 13.9 of the Separation Agreement), wrongful termination claims, employment discrimination claims, refusal to hire claims, claims related to pension or profit sharing issues, vacation time, sick pay, employment conditions or any other claims or causes of action a person may have on account of being an employee or independent contractor), whether arising before, on or after the date hereof, (c) each other liability all of each the duties, liabilities and obligations of Assignor thereunder under the WEO Operating Contracts arising from and after the date hereof, (d) liabilities incurred by WEO in the ordinary course of business (including liabilities for any breach to vendors) other than under Project Contracts whether arising before on or after the date hereof; and shall not include (i) those duties, liabilities and obligations of WEO that directly or indirectly relate to or arise from the rights, duties or obligations of WEO as a representation, warranty direct or covenantindirect member and/or manager of the Project Entities or of the Owners, or for any claims for indemnification contained therein)(ii) those duties, liabilities and obligations to the extent and only to the extent that such liability is due to the actions of Assignee (Wxxxxx, EOP or any of Assignee's affiliatessuch parties’ affiliates arising or accruing under the WEO Agreement (other than the provision of leasing services pursuant to Section 4.3 of the WEO Agreement), representatives or agents(iii) after liabilities and obligations arising from any development management, property management or leasing services provided by WEO arising prior to the Closing Date date hereof or (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, iv) any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly covered by valid and collectible insurance available to WEO or Affiliates, or (v) development management services regarding the projects commonly known as “Gap,” “Seaport” and “Parkside,” or (vi) tort liabilities or governmental fines or penalties arising out of facts or circumstances occurring prior to the date hereof. The liabilities assumed by Assignee under this Section 3 are referred to as provided on Schedule 1.03the “Assumed Liabilities”.

Assumption of Liabilities. Effective as of the Closing Date, Assignee will The Buyer shall assume and agree to pay, perform and discharge, as solely the debts, liabilities, obligations and when duecontracts of the Seller specifically described on Schedule 1.3 attached to this Agreement, it be acknowledged and indemnify and hold each Assignor harmless agreed that Liabilities under the Assumed Contracts are limited to obligations relating to the performance thereunder from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date (the “Assumed Liabilities”). Except for the Assumed Liabilities, the Buyer shall not assume or be responsible for any claims against, or liabilities, commitments, contracts, agreements or obligations whatsoever of the Seller, including without Limitation, the following (collectively, the “Excluded Liabilities”): (a) any of the costs and expenses incurred in connection with the future operations or liquidation or dissolution of the Seller and the costs or expenses of the Seller Parties incurred in negotiating, entering into and carrying out its obligations pursuant to this Agreement; (b) any unknown Liability of the Seller; (c) any and all Indebtedness that is not an Assumed Liability; (d) any Liabilities arising out of or in connection with the Excluded Assets; (e) any Liabilities arising out of or in connection with periods or activity prior to the Closing Date related to any Governmental Authority, or any violation of a Legal Requirement (including without limitation, Environmental Laws); (f) any Liability of the Seller arising out of any claim, litigation, or Proceeding threatened or pending on or before the Closing Date or any claim, litigation, or Proceeding threatened or initiated after the Closing Date to the extent based on an act or omission of the Seller or any current or former officer, director, employee, agent or representative of the Seller or the operation of the Business and/or Assets occurring before the Closing Date; (g) any Environmental Claim or other conditions that could give rise to or relate to Liability under Environmental Laws or similar legal requirements attributable or relating to the Assets (including, without limitation, the operation thereof), the Business, or the Seller Parties, including any Liability (INCLUDING WITHOUT LIMITATION STRICT LIABILITY) or obligation arising under or relating to Environmental Laws with respect to the Business Facilities based upon facts existing or circumstances occurring on or before the Closing Date or resulting from, caused by or related to any act or omission of any third party or the Seller or any current or former officer, director, partner, employee, agent, representative, tenant or invitee of the Seller which occurred on or prior to the Closing Date, the existence, presence, dispersal or release of any Hazardous Substances on, under, about or within any soil, groundwater or other media at any facility or property owned, operated, leased, managed or otherwise controlled by a Seller Party, or of which the Assets are a part or which relate to the Assets, or the continuation of practices or operations of the Seller Parties with respect to the Assets or the Business Facilities, that were occurring or in effect on or prior to the Closing Date; (h) the responsibility for, any contributions to, or any Liability in connection with, any Benefit Plan maintained by the Seller (or Commonly Controlled Entity) for its employees, former employees, retirees, their beneficiaries or any other person, and any continuation coverage (including any penalties, excise taxes or interest resulting from the failure to provide continuation coverage) required by Section 4980B of the Code due to qualifying events which occur on or before the Closing Date (except as obligated by Legal Requirements); (i) any Liability of the Seller for any Tax of any kind or nature, including without limitation, any Tax which may become payable by reason of the sale and transfer of the Assets, or be imposed upon the Seller by reason of receipt of the Purchase Price or relief from any Liability pursuant to or in connection with this Agreement; (j) any Liability of the Seller for any noncompliance by the Seller with any applicable Legal Requirement, including without limitation those relating to employment and labor management relations (including noncompliance under the Worker Adjustment and Retraining Notification Act) and any provisions thereof relating to wages and the Assigned Contracts payment thereof, hours of work, terms of employment, collective bargaining agreements, workers’ compensation laws and the withholding and payment of federal Social Security and similar taxes arising from the Business prior to the Closing Date or otherwise arising prior to the Closing Date; (zk) each other liability any failure by the Seller to withhold all amounts required by law or agreement to be withheld from the wages or salaries of each Assignor thereunder (including liabilities its employees, and any Liability for any breach wage arrearages, taxes or penalties for failure to comply with any of a representation, warranty or covenant, or for any claims for indemnification contained therein), the foregoing arising prior to the extent Closing Date or otherwise arising from the Assets or the operation thereof prior to the Closing Date; (l) any Liability to employees of the Seller, including, without limitation, any severance or retention obligations, accrued vacation and only any bonus obligations arising prior to the Closing Date or otherwise arising from the Assets or the operation thereof prior to the Closing Date to the extent that such the liability is due to not recorded in the actions Financial Statements or is specifically reflected in the calculation of Assignee (or any Net Working Capital as of Assignee's affiliates, representatives or agents) after the Closing Date Date; (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, m) any liability Liability or obligation of any Assignor other than the kind under any contract that is not an Assumed Liabilities Contract; (whether n) any Liability that arises out of or not related relates to the ownership or operation of the Business or the Assets on or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect prior to the Business, Closing Date to the extent that the liability is specifically reflected in the calculation of Net Working Capital as of the Closing Date; and (o) any Liability arising out of any controversies between the Seller and its employees or former employees or any union or other collective bargaining unit representing any of its employees arising prior to the Closing Date or otherwise arising from the Assets or the Assigned Contracts, or for any claim, loss or liability related operation thereof prior to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Closing Date.

Assumption of Liabilities. Effective Except as provided in SECTION 4.1, Salem shall not assume or become obligated to perform any debt, liability or obligation of Cox or RRC whatsoever, and Cox and RRC shall not assume or become obligated to perform any debt, liability or obligation of Salem whatsoever, including (i) any obligations or liabilities under any contract, lease or agreement other than the Cox Real Property Leases, the RRC Real Property Leases or the Salem Real Property Leases, as the case may be; (ii) any obligations or liabilities under the Cox Real Property Leases, the RRC Real Property Leases or the Salem Real Property Leases relating to the period prior to the Closing; (iii) any claims or pending litigation or proceedings relating to the operation of the Stations prior to the Closing; (iv) any insurance policies of Salem, Cox, or RRC; (v) any obligations or liabilities arising under capitalized leases or other financing agreements; (vi) any obligations or liabilities of Cox, RRC, or Salem under any employee pension, retirement, health and welfare or other benefit plans and under any employment agreements or collective bargaining agreements; (vii) any obligation to any employee of the Stations for severance benefits, vacation time, sick leave or any other employment-related liability; (viii) any liability for any taxes attributable to the Cox Assets or the RRC Assets or the operations of the Cox Stations or the RRC Station on or prior to the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), except to the extent and only the amount of such taxes is included in the Cox Proration Schedule; (ix) any liability for taxes attributable to the Salem Assets or the operations of the Salem Station on or prior to the Closing Date, except to the extent that the amount of such liability taxes is due included in the Salem Proration Schedule; or (x) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of Cox, RRC, or Salem prior to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the . All such Excluded Assets or the Excluded Liabilities, all of which, the Assignors Liabilities shall remain obligated to payand be the obligations and liabilities solely of Cox and RRC or Salem, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting as the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03case may be.

Assumption of Liabilities. Effective as of (a) From and after the Closing DateClosing, Assignee will the Buyer shall assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated Buyer hereby agrees to pay, perform and discharge when due only those liabilities (together with the Assumed Note Balance, the “Assumed Liabilities”) of the Sellers directly related to the Business (i) as specifically set forth on Schedule 2.4(a) or (ii) arising pursuant to the terms of the Assigned Contracts after the Closing Date. On the Closing Date, the Buyer shall execute and deliver to indemnify the Sellers the Assignment and hold Assignee harmless against. Without limiting Assumption Agreement. (b) Other than the foregoingAssumed Liabilities, among the Buyer shall not assume (or be deemed to assume) pursuant to this Agreement or otherwise any liabilities (the “Excluded Liabilities”) of either Seller, including, without limitation, (i) Income Taxes of either Seller; (ii) an amount equal to 50% of the Transfer Taxes (as hereinafter defined); (iii) all other thingsTaxes attributable to periods ending on or prior to the Closing Date; (iv) Taxes of any other Person for which either Seller may be liable by contract or otherwise; (v) any liability of any kind due to illegal or tortious conduct prior to the Closing Date by either Seller, all liabilities or either Seller’s officers, directors (or Persons in similar positions), partners, employees or agents, whether to any employees or other third parties; (vi) any liability for product liability lawsuits arising from the matters described sale of any Product on or before the Closing Date; (vii) any liability for the infringement of any item of Intellectual Property in connection with the Prospectus sale of any Product on or before the Closing Date; (viii) any liability for violation of any Environmental Law, or any generation, treatment, use, transportation or disposal, or arrangements for transportation or disposal, of Hazardous Substances, or the presence of Hazardous Substances, on, at, beneath near or within the Leased Real Property occurring on or before the Closing Date or any liability under any Environmental Law relating to any property or business formerly owned or operated by either Seller or the caption "Legal Proceedings" shall be Excluded Liabilities except Principal Owners or any of their respective predecessors; (ix) any liabilities with respect to the extent any Contract listed on Schedule 2.4(b); and (x) any other liability not expressly assumed as provided on Schedule 1.03by the Buyer pursuant to this Agreement.

Assumption of Liabilities. Effective as of (a) Subject to the Closing Dateterms and conditions set forth in this Agreement, Assignee will assume and agree to at the Initial Closing, Purchaser shall assume, pay, perform and dischargedischarge all duties, as and when dueresponsibilities, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation obligations or liabilities of each Assignor Seller to be performed discharged, performed, satisfied or paid after the Initial Closing Date with respect to the Assets following (collectively, the “Initial Closing Assumed Liabilities”): (i) Initial Closing Loans and the Assigned Contracts servicing of the Initial Closing Loans pursuant to Section 2.6: and (zii) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenantTaxes of, or for any claims for indemnification contained thereinrelating to, the Initial Closing Assets or the Initial Closing Assumed Liabilities (other than Excluded Taxes), . (b) Subject to the extent terms and only conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller to the extent that such liability is due to the actions of Assignee (be discharged, performed, satisfied or any of Assignee's affiliates, representatives or agents) paid after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the "“Closing Assumed Liabilities"). Assignee ” and, together with the Initial Closing Assumed Liabilities and the Subsequent Closing Assumed Liabilities, if any, the “Assumed Liabilities”): (i) the Deposits; (c) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assumeassume or be bound by any duties, and shall not be obligated to payresponsibilities, perform obligations or dischargeliabilities, any liability or obligation of any Assignor kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, including for avoidance of doubt any employment-related or other claims or litigation liabilities, other than the Assumed Liabilities (whether all duties, responsibilities, obligations and liabilities of Seller or not related to any of its Affiliates, other than the Assets Assumed Liabilities or Business) (collectivelyother obligations expressly assumed hereunder, the "“Excluded Liabilities"”), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as On and subject to the terms and conditions of this Agreement, from and after the Closing Date, Assignee will Buyer shall assume and agree undertake to pay, discharge and perform when due solely the obligations and discharge, as Liabilities of the Sellers under the Purchased Licenses and when due, and indemnify and hold each Assignor harmless Assumed Contracts that arise from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect (other than by virtue of a breach, default or violation of any Assumed Contract occurring at or prior to the Assets Closing) and relate to periods from and after the Assigned Contracts Closing and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representationare by their terms to be observed, warranty or covenantpaid, or for any claims for indemnification contained therein)discharged, to and performed as the extent case may be, from and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (the “Assumed Liabilities”). Notwithstanding anything to the contrary in this Agreement, Buyer shall not assume or otherwise be responsible for any obligations or Liabilities of the Sellers or any Affiliate of the Sellers of whatever nature, whether presently in existence or arising hereafter, that are not Assumed Liabilities specifically set forth in the preceding sentence, including, without limitation: (i) any Liabilities under any Contract that is not an Assumed Contract, (ii) any Liabilities under the Assumed Contracts and Purchased Licenses relating to the period prior to the Closing Date, (iii) any Action relating to the Stations and the Purchased Assets prior to the Closing, (iv) any Liabilities of any Seller arising under capitalized leases, financing arrangements or indebtedness, (v) any Liabilities of any Seller under any employee pension, retirement, health and welfare or other benefit plan or collective bargaining agreement and any Liabilities arising from any alleged or actual misclassification of employees or independent contractors, (vi) any obligation to any employee or independent contractor of any Seller for severance, retention, performance or stay bonus, benefits, vacation time, sick leave accrued or any other compensation payable in connection with the consummation of the transactions contemplated by this Agreement or otherwise due and payable on or prior to the Closing, (vii) any Liability under or with respect to any Governmental Order to be discharged prior to the Closing, (viii) any Tax Liability of a Seller or (ix) any Liability relating to or arising out of any of the Excluded Assets (the Liabilities listed in Clauses (i) through (ix) above and any other Liability that is not an Assumed Liability, collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "“Excluded Liabilities"”), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as of the Closing Date, the Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each the Assignor harmless from and against, (xi) each liability listed in Schedule 1.031.3, (yii) each obligation of each the Assignor to be performed after the Closing Date with respect to the Transferred Assets and the Assigned Contracts and (ziii) each other liability of each the Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of the Assignee (or any of the Assignee's affiliatesaffiliates (other than the Assignor), representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). The Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any the Assignor other than the Assumed Liabilities (whether or not related to the Transferred Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any the Assignor with respect to the Business, the Transferred Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors Assignor shall remain obligated to pay, perform and discharge and to indemnify and hold the Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus prospectus attached hereto (the "Prospectus") under the caption "Legal Proceedings" ", shall be Excluded Liabilities except to the extent expressly assumed as provided on in Schedule 1.031.3.

Assumption of Liabilities. Effective as At the Closing, MFC shall, by execution ------------------------- and delivery of an Instrument of Assumption of Liabilities substantially in the Closing Dateform of Exhibit A, Assignee will assume and agree to pay, perform pay or discharge when due the liabilities --------- and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in obligations of BLI described on Schedule 1.03, (y) each obligation of each Assignor 1.2 which are to be performed after ------------ the Closing Date with respect to (the Assets "Assumed ------- Liabilities"). The liabilities identified on Schedule 1.2 as "Subordinated Note ----------- ------------ Advances" shall not exceed $1,700,000 and such amount shall be paid by MFC in full at the Assigned Contracts and Closing (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained thereinthe "Subordinated Note Advance Payment"). The Assumed --------------------------------- Liabilities will include, to the extent included on Schedule 1.2, the obligations of BLI under loans originated in the ordinary course of BLI's business and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after outstanding on the Closing Date (collectively, the "Assumed Liabilities")and commitments to make such loans. Assignee MFC shall not assumeassume or agree to perform, and shall not be obligated to pay, perform pay or discharge, or have any liability for, and BLI shall remain unconditionally liable for and shall discharge, all obligations, liabilities and commitments of BLI, of any kind or nature, known or unknown, fixed or contingent, other than the Assumed Liabilities, including, without limitation: (a) any liability of BLI incurred in connection with this Agreement and the transactions provided for herein, including brokerage, accounting and counsel fees, transfer and other taxes, and expenses pertaining to its liquidation or the performance by BLI of its obligations hereunder, (b) any liability or obligation of BLI arising out of any Assignor contract or agreement, (c) any obligations to BLI's employees, including without limitation, any pension, retirement, or profit-sharing plan or trust and any severance payment obligation, (d) any litigation, proceeding, claim by any person or entity or other obligation of BLI relating to its business or operations or to the Purchased Assets, whether or not such litigation, proceeding, claim or obligation is pending, threatened, or asserted before, on, or after the Closing Date, (e) Taxes (as defined in Section 2.9) whether relating to periods before or after the Closing Date, (f) liabilities or obligations to the U.S. Small Business Administration (the "SBA") or the State --- of Connecticut Department of Banking (the "CDOB") other than as described on ---- Schedule 1.2, and (g) any obligations under any law, including but not limited to antitrust, civil rights, health, safety, labor, discrimination and environmental laws, and any rules, regulations, policies and procedures of the SBA or the CDOB. The assumption of the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and by MFC hereunder shall not be obligated for enlarge any other claim, loss rights of third parties under contracts or liability relating to arrangements with MFC or BLI. Nothing herein shall prevent MFC from contesting in good faith any act, omission or breach by any Assignor with respect to of the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Assumed Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as Subject to the terms and conditions of this Agreement, on the Closing Date, Assignee will Buyer shall assume as of the Closing, the following liabilities and agree to pay, perform obligations of Seller and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date Banshee (collectively, the "Assumed Liabilities"). Assignee shall not assume): (a) any trade payable reflected on the Closing Balance Sheet; and (b) all of Seller's or Banshee's obligations to be performed in the ordinary course of business and consistent with past practice after the Closing Date pursuant to the express terms of the Seller Contracts included in the Assets, and bonus payments not to exceed $172,634 in the aggregate payable to Transferred Employees; it being expressly understood and agreed, however, that (i) in no event shall not Buyer assume or otherwise be obligated to paybound by or responsible for (x) any liability, perform or discharge, any liability duty or obligation of Seller or of Banshee under any Assignor other Indebtedness Contract or of any Seller Contract which is in excess or more burdensome than the Assumed Liabilities (whether or not related disclosed in writing to Buyer prior to the Assets or Business) execution hereof (collectively, which disclosure may be made by delivery to Buyer of true and complete copies of the "Excluded Liabilities"Seller Contracts and all amendments thereto), or which is incurred by Seller or Banshee after the date hereof in violation of this Agreement; (y) any amount payable (including fines, penalties, premiums and shall not be obligated for any other claim, loss or liability relating interest) to any act, omission Person under any of the Seller Contracts relating solely to periods on or breach by any Assignor with respect prior to the Business, the Assets Closing Date or the Assigned Contracts, to goods delivered or for any claim, loss services rendered or liability related performed prior to the Excluded Assets or Closing Date, unless reflected as a current liability on the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform Closing Balance Sheet and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except then only to the extent expressly assumed reflected on the Closing Balance Sheet, or (z) any liability, duty or obligation arising out of a breach, violation or default by Seller or Banshee of or under, or any failure of the Business or the Assets to be in compliance with the requirements of, any Seller Contract, prior to the Closing Date (including any event, fact or circumstance existing or occurring as of or prior to the Closing that, with the passage of time or the giving of notice, or both, may become such a breach, violation, default or failure to comply); and (ii) Buyer may elect not to assume Seller's or Banshee's obligations under any Seller Contract which can be terminated without penalty or cost to Seller or Banshee prior to or as of the Closing, provided Buyer gives Seller written notice as provided on Schedule 1.03below and cooperates with Seller as may be reasonably required to effect such termination, and further provided that all parties to such Seller Contract consent to such termination in writing. Any election of Buyer not to assume any Seller Contract pursuant to clause (ii) of this Section 2.3 shall be made by written notice to Seller at least 2 days prior to the Closing.

Assumption of Liabilities. Effective (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall irrevocably assume, effective as of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when dueClosing, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representationClosing, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee Purchaser shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge when due the following obligations, liabilities and commitments of Seller or of any Seller Subsidiary of any nature (collectively, the “Assumed Liabilities”), whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise whether due or to indemnify become due: (i) all obligations, liabilities and hold Assignee harmless against. Without limiting commitments arising out of, relating to or otherwise in any way in respect of any of the foregoingTransferred Assets, among Transferred Permits or the operation or conduct of the Business by Purchaser or its affiliates on or after the Closing Date; (ii) all obligations, liabilities and commitments arising out of, relating to or otherwise in any way in respect of any suit, action or proceeding (a “Proceeding”) and any Claims, in each case arising out of the operation or conduct of the Business by Purchaser or its affiliates on or after the Closing Date; (iii) all obligations, liabilities and commitments assumed by Purchaser pursuant to Article VI; (iv) (A) all obligations, liabilities and commitments arising out of, relating to or otherwise in any way in respect of any and all products manufactured or sold by Purchaser or its affiliates on or after the Closing Date, including obligations, liabilities and commitments for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, product liability, merchantability and other thingsClaims relating to such products, and (B) all liabilities arising from service obligations and warranty obligations of Seller or any Seller Subsidiary to repair or replace defective goods or services sold by the matters described Business under the terms of any written contract, commitment or sale transaction entered into in the Prospectus ordinary course of business and relating to products shipped or services performed not more than six (6) months prior to the Closing Date; provided that Purchaser assumes no obligation of Seller or any Seller Subsidiary for incidental or consequential damages or for any personal injury, or for infringement of Intellectual Property, the sole obligation of Purchaser hereunder being the obligation to repair or replace defective goods or services; (v) all obligations, liabilities and commitments arising out of, relating to or otherwise in any way in respect of being the owner, lessee or occupant of, or the operator of the activities conducted at, the Transferred Real Property on or after the Closing Date except for such obligations, liabilities and commitments constituting Retained Liabilities; (vi) all liabilities, obligations and commitments for (A) Taxes arising out of or relating to or in respect of the Business or the Transferred Assets for any Post-Closing Tax Period (as defined in Section 10.06(b)), including the Post-Closing Tax Period of a Straddle Period (as defined in Section 10.06(b)), and (B) Transfer Taxes (collectively, the “Assumed Tax Liabilities”); (vii) all obligations, liabilities and commitments under Environmental Laws and Environmental Permits arising out of the caption "Legal Proceedings" shall be Excluded Liabilities except conduct of the Business after the Closing Date or conditions related to the Transferred Assets where such conditions first come into existence after Closing or to the extent expressly assumed any pre-Closing conditions are exacerbated after Closing; and (viii) all obligations, liabilities and commitments with respect to the Business Employees (as provided on Schedule 1.03defined in Section 3.12(a)) that (A) Purchaser has specifically agreed to assume pursuant to Article VI or (B) that transfer automatically to Purchaser or its affiliates under Applicable Law (collectively, the “Covered Employee Liabilities”). (b) Notwithstanding any other provision of this Agreement to the contrary, Purchaser shall not assume any Retained Liabilities, each of which shall be retained and shall be paid, performed and discharged when due by Seller or a Seller Subsidiary, as applicable. The term “Retained Liabilities” means:

Assumption of Liabilities. Effective Notwithstanding any contrary provision contained herein, the Purchaser shall not be deemed to have assumed, nor shall the Purchaser assume, any contract, lease, liability, performance or obligation of the Sellers unless specifically referenced as an assumed liability by the express terms of this Agreement, including, but not limited to: (i) any liability which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the close of business on the Closing Date; (ii) any liability of the Sellers which pertains exclusively to assets of the Sellers not transferred to the Purchaser hereunder; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by any Seller at or prior to the close of business on the Closing Date, Assignee will assume and agree including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by any Seller reflected on the books of any Seller at or prior to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation the close of each Assignor to be performed after business on the Closing Date with respect Date; (iv) any liability based upon or arising out of any tortious actions of any Seller or any agent of the Sellers; (v) any liability for the payment of any taxes imposed by law on any Seller arising from or by reason of the transactions contemplated by this Agreement; (vi) any liability imposed by any federal, state or local governmental or regulatory agency or authority by reason of events that have occurred prior to the Assets and the Assigned Contracts and (z) each other liability close of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after business on the Closing Date Date; (collectivelyvii) any liability or obligation in respect of any tax of any kind including sales, use or excise taxes, income taxes, taxes based on or measured by income or franchise taxes attributable to periods or events prior to or ending on the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, close of business on the Closing Date; (viii) any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating Business with respect to any acttaxes, omission legal, accounting, brokerage or finder's fees or other expenses of whatever kind or nature incurred by or on behalf of any Seller, or any Affiliate, stockholder, director, employee or officer of any Seller incurred in connection with the transaction or performances contemplated by this Agreement; (ix) breach by or default of any Assignor obligation under any Employee Benefit Plan of any Seller; (x) any liability with respect to the Businessaccounts receivable of any Seller including, the Assets but not limited to, refund of overpayments, escheat liability, or credit balances on account of overpayments to any Seller; (xi) any employment contract; (xii) any obligation of USD or the Assigned ContractsSellers under any contracts for equipment services and supplies that relate to all centers owned directly or indirectly by USD other than obligations which related to service or supplies within the 30 day period following the Closing Date; or (xiii) any liability which does not relate in any way to the ownership, management, or for any claim, loss or liability related to operation of the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless againstBusinesses. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed Except as provided on Schedule 1.03.limited by the

Assumption of Liabilities. Effective as As partial consideration for its purchase of the Division Assets, on the terms and subject to the conditions set forth in this Agreement, at the Closing on the Closing Date, Assignee will Purchaser shall assume and agree to pay, perform perform, defend and dischargedischarge in due course all liabilities, as obligations and when duecontracts of Seller of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued and indemnify and hold each Assignor harmless from and againstwhether arising before, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed on or after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only they relate to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date Division Business (collectively, the "Assumed Division Liabilities"). Assignee ; provided, however, that Assumed Division Liabilities do not include and Purchaser shall not assume, and shall not assume or otherwise be obligated to pay, perform or discharge, liable for any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) following (collectively, the "Excluded Liabilities"), and shall not be obligated ): (a) Any liabilities or obligations for any other claim, loss income or liability excise Taxes arising out of or relating to the Division Business or Division Assets for periods ending on or prior to the Closing Date or the sale of Division Assets to Purchaser; (b) Any liabilities or obligations to any actAffiliate of Seller, omission including without limitation any liabilities related to products sold by the Division to any Affiliate of Seller prior to the Closing Date; (c) Any liability or breach obligation arising out of or relating to claimed groundwater or other environmental contamination that occurred at or affects the Bridgewater Facility; (d) Any liability or obligation arising out or relating to (i) the litigation matter captioned Jessx X. Xxxxxx x. Hosposable Products, Inc./Wyanx Xxxporation and (ii) claims by any Assignor officer or director of Seller with respect to the BusinessDivision; (e) Any liability or obligation arising out of or relating to the Hourly Plan, the Assets including, without limitation, any Hourly Plan Withdrawal Liability; (f) Any liability or the Assigned Contracts, obligation arising out of or for any claim, loss or liability related to the Excluded Assets any asserted or the Excluded Liabilities, all threatened claim for patent infringement relating to ownership or operation of which, the Assignors shall remain obligated to pay, perform the (g) Those liabilities and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters obligations described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.032.2(g) attached hereto.

Assumption of Liabilities. a. Buyer hereby assumes, and agrees to perform, and otherwise pay, satisfy and discharge all existing and future liabilities and obligations of S&T other than those liabilities owed by the Company to the Buyer, except as set forth below, totalling $499.00 as of the date of this Agreement and as more particularly set forth on Schedule “B” attached hereto and referred to as the “Assumed Liabilities”. Seller also agrees to assign any and all claims, causes of action, and affirmative defences which it ever had, now has, or hereafter may have, whether currently known or unknown relating to the Assumed Liabilities of the Buyer. b. Buyer hereby assumes, and agrees to perform, and otherwise pay, satisfy and discharge all existing and future liabilities and obligations of S&T's business (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including (a) all liabilities of the Seller for transfer, Sales, use, and other non-income taxes arising in connection with the consummation of the transactions contemplated hereby, and (b) all liabilities and obligations of the Seller under the agreements, contracts, leases, licenses, and other claims, debts, expenses, liabilities, and claims of legal fees whatsoever associated with or incurred as a result of such Assumed Liabilities (collectively the “Assumed Liability Expenses”), and that S&T and Buyer will forever indemnify and hold harmless the Company against Such Assumed Liabilities and any Assumed Liability Expenses following the Closing. c. Effective as of the Closing DateClosing, Assignee will assume and the Buyer hereby agree to payforgive all of its debt owed to the Buyer from the Company, perform and dischargetotalling $15,105.37, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided more particularly set forth on Schedule 1.03“C” attached hereto.

Assumption of Liabilities. Effective as At the Closing: (a) AMFM STATION. AMFM shall assign to Bison all of its rights and privileges under all Time Sales Agreements, Trade Agreements and Miscellaneous Agreements relating to the AMFM Station and under the Contracts listed on Schedule 4.14 of the Closing Date, Assignee will assume and agree to pay, perform and discharge, AMFM Disclosure Schedules (but excluding any Contract identified as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or BusinessAMFM Excluded Asset) (collectively, the "Excluded LiabilitiesAMFM Contracts"), and Bison shall assume and undertake to pay, discharge and perform all of AMFM's obligations and liabilities under the AMFM Contracts insofar as they relate to the time on and after the Closing Date and arise out of events which occur after the Closing Date. Except as expressly provided in this Agreement, Bison shall not be assume or become obligated to perform any debt, liability or obligation of AMFM whatsoever, including but not limited to (i) any obligations or liabilities under any Contract other than the AMFM Contracts, (ii) any obligations or liabilities under the AMFM Contracts relating to the period prior to the Closing Date, (iii) any claims or pending litigation or proceedings relating to the operation of the AMFM Station prior to the Closing Date, (iv) any insurance policies of AMFM, (v) any obligations or liabilities of AMFM arising under capitalized leases or other financing agreements except as set forth on Schedule 4.14 of the AMFM Disclosure Schedules, (vi) any obligations or liabilities of AMFM under any employee pension, retirement, health and welfare or other benefit plans or collective bargaining agreements, (vii) any obligation to any employee of the AMFM Station for severance benefits, vacation time, or sick leave, (viii) any liability for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect taxes attributable to the Business, the KSKY Assets or the Assigned Contractsoperations of the AMFM Station on or prior to the Closing Date, (ix) any obligations or liabilities relating to the AMFM Excluded Assets, or for (x) any claim, loss obligations or liability liabilities (A) arising out of or related to activities, events or transactions occurring, or conditions existing, on or prior to the Excluded Assets Closing Date, or (B) caused by, arising out of, or resulting from any action or omission of AMFM on or prior to the Excluded Liabilities, all of which, the Assignors Closing Date. All such obligations and liabilities shall remain obligated to pay, perform and discharge be the obligations and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03solely of AMFM.

Assumption of Liabilities. Effective as of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall Buyer does not assume, hereby and shall not be obligated to pay, perform at any time assume any liabilities or discharge, any liability or obligation obligations of Seller of any Assignor other than nature whatsoever except as may be specifically set forth herein (the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "“Excluded Liabilities"”), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other thingsExcluded Liabilities shall include: (a) any liability of Seller for Taxes, including, but not limited to, all liabilities for or in respect of any Taxes for all periods ending on or prior to the Closing Date; (b) any liability for product liability claims arising from the matters described manufacture, sale, use or production of any Acquired Asset or other product or service produced, imported, sold or provided by Seller or its Predecessors in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except Interest prior to the extent expressly assumed Closing; (c) any liability for infringement claims arising from any product or service produced by or as provided a result of the use of the Acquired Assets prior to the Closing; (d) any liability of Seller or its Predecessors in Interest under this Agreement or any other Ancillary Agreements; (e) any liability for legal, accounting and audit fees and any other expenses incurred by Seller or its Predecessors in Interest in connection with this Agreement or any other Ancillary Agreements; (f) any liability of Seller or its Predecessors in Interest relating primarily or exclusively to any asset of Seller or its Affiliates other than the Acquired Assets; (g) all liabilities relating to the ownership or use of the Acquired Assets or the Alachua Facility by any person or entity at or before the Closing; (h) all liabilities relating to the tax collector of Alachua County (the “Alachua County Tax Collector”), or to any Ad Valorem taxes for tax years prior to calendar year 2006, or to the claims or rights of any holders of any tax certificates issued for any tax year prior to calendar year 2006, or to any obligation of any debtors or the Seller under any motion, order or approved action within the Bankruptcy Case, including any payment or performance obligation required to remove any liens or encumbrances on Schedule 1.03the Acquired Assets; and (i) any liabilities or legal responsibility whatsoever, express or implied, to any Person or Governmental Authority, whether known or unknown, including but not limited to statutory, regulatory, contract, consent or common law, of Seller or its Predecessors in Interest, regarding the Property, Acquired Assets or the Alachua Facility including response action, as a Potentially Responsible Party, for an actual or threatened release of a hazardous material or any other Pre-Existing Environmental Conditions in existence prior to the Closing Date.

Assumption of Liabilities. Effective as of (a) On the Closing Date, Assignee Buyer will absolutely and irrevocably assume and agree (subject to pay, perform and discharge, as and when duethe terms of this Agreement), and indemnify Buyer shall have the benefit of, pay and hold each Assignor harmless from perform in accordance with their terms, only the following liabilities and against, (x) each liability listed in Schedule 1.03, (y) each obligation obligations of each Assignor to be performed after the Closing Date with respect Seller related to the Assets arising on and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelywhen the same become due or are required to be performed or discharged): (i) all of the Seller's liabilities, as described and reflected on the Closing Balance Sheet to the extent those liabilities remain outstanding on the Closing Date and other liabilities incurred by Seller since the date of the Closing Balance Sheet in the Ordinary Course (as defined in Section 6.29(d)) of the Business and without any breach of this Agreement; provided, however, the "Assumed Liabilities"). Assignee shall Buyer will not assumeassume the following: (A) any of the Seller's outstanding debt obligations related to borrowed money; (B) any of Seller's dividends or distributions payable to members of Seller of their affiliates; (C) any of Seller's intercompany or related party liabilities or obligations; (D) any liability for income taxes of Seller or its members; (E) any obligation of Seller to indemnify any person by reason of the fact that such person was a manager, officer, employee of the Seller or any other person; (F) any liability arising from or in connection with any laws relating to emissions, discharges, releases or threatened releases of pollutants contaminants, chemicals or hazardous substances or wastes into the environment; (G) other than those liabilities specifically assumed pursuant to Section 4.1(a)(iii) and shall not be obligated to pay, perform or dischargeArticle 5, any liability or obligation of Seller under any Assignor other than the Assumed Liabilities employee benefit plan, program or arrangement or employee or consultant compensation program or agreement, including without limitation those liabilities specifically not assumed pursuant to Article 5; (H) any liabilities that arise from, out of, in connection with, or as a result of any alleged or actual breach of warranty (whether express 7 14 or not related to the Assets implied) or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or theory of liability relating to any actproduct manufactured, omission designed, distributed, leased or breach sold by or for Seller or its predecessors prior to the Closing Date; (I) any Assignor liability arising out of, or related to any prior or existing dealer arrangement of the Seller, the termination of any such dealer arrangement or any transactions or agreements between Seller and its current or former dealers; (J) any liability of Seller with respect to any lawsuit currently pending to which Seller is a party (whether plaintiff, defendant or other party); and (K) any liability or obligation of Seller or the Seller's predecessors arising out of the Seller's or the predecessor's acquisition of the Assets or the Business. (ii) liabilities, arising from and after the Closing Date, to pay when due amounts owing and to perform executory obligations under the assigned Real Property Leases, Contracts and Other Agreements; provided that Buyer will not assume any liability resulting or arising out of any default, breach, misfeasance, malfeasance or nonfeasance of Seller on or prior to the Closing Date under the assigned Real Property Leases, Contracts and Other Agreements; (iii) liabilities of Seller arising under the Stay Bonus Programs attached hereto as part of SCHEDULE 4.1 (a) (together, the "Stay Bonus Programs"), but only to the extent of Buyer's obligations to assume the obligations thereunder as set forth in SCHEDULE 4.1(a); and (iv) liabilities relating to the ownership, possession, use or operation of the Assets or the Business arising after the Closing Date. (b) Nothing contained in this Section 4.1 or in any instrument of assumption executed by Buyer at Closing will release or relieve Selling Parties from their respective representations, warranties, covenants and agreements contained in this Agreement or in any exhibit, schedule, certificate, instrument, agreement or document executed in connection with this Agreement or the Closing, including without limitation the obligations of Seller and Guarantor to indemnify Buyer in accordance with Article 11. (c) Except for those liabilities and obligations set forth in Section 4.1(a), Buyer will not assume any debt, liability or obligation of Seller, whether known or unknown, fixed or contingent and Seller will pay, satisfy and perform all of its obligations (other than those assumed by Buyer under Section 4.1(a)), whether fixed, contingent, known or unknown and whether existing as of the Closing or arising after the Closing, which relate to the Seller, the Business, the Seller's employees or the Assets or which may in any way affect the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Business. (d) Without limiting the foregoinggenerality of Section 4.1(c) and of the provisos of Sections 4.1(a)(i) and 4.1(a)(ii), among other thingsBuyer specifically does not assume the debts, all liabilities arising from and obligations set forth on SCHEDULE 4.1(d). (e) As used herein "Retained Liabilities" means the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.following:

Assumption of Liabilities. Effective as (a) Pursuant to the terms of this Agreement, Buyer (either directly or through a Buyer Bank Subsidiary) shall assume at the Close of Business on the Closing Date all of the Closing Dateliabilities or obligations of any kind of Seller (whether absolute, Assignee will assume and agree to paycontingent, perform and dischargeaccrued, as and when dueasserted or unasserted, and indemnify and hold each Assignor harmless known or unknown, or otherwise) from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to or arising under or in connection with any or each of the Assets and the Assigned Contracts and following (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), except to the extent and only to included in the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliatesExcluded Liabilities, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"): (i) the Assumed Deposits; (ii) the Assets; (iii) all liabilities and obligations of Seller and its Affiliates relating to Transferred Employees specifically assumed by Buyer pursuant to Section 8.3 of this Agreement; and (iv) any Miscellaneous Liabilities, Accrued Interest and any FAS 91 Fees, earned, unbilled and unearned, or unamortized fees from the Business, in each case which are not otherwise deducted in determining the Net Book Value of any Asset. More generally, all periodic fees or charges must be shared on proportionate basis as of the Closing Date in accordance with Section 2.6. (b) Except for the Liabilities expressly set forth in Section 2.2(a). Assignee , Buyer is not assuming, and expressly shall not assume, have no obligation with respect to (and shall not assume or be obligated deemed to pay, perform or dischargeassume), any liability or obligation of Seller of any Assignor other than nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (collectively, "Contingent Liabilities"), (i) relating to or arising under or in connection with any Excluded Asset, (ii) existing at the Assumed Liabilities time of or arising out of or relating to acts, events or omissions to act that occurred prior to the Closing Date, or (iii) relating to or arising under any earnout payments or similar amounts (whether under Section 2.1(c) of the Merger Agreement, or otherwise) due or owing by or in respect of Xxxxx Xxxxx with respect to which there is not related any accrual on the books of Xxxxx Xxxxx as of the Closing Date (which payment shall be made by Seller on behalf of Xxxxx Xxxxx when due), it being understood that, in each case, Seller shall remain and be solely and exclusively liable with regard to the Assets or Business) such liabilities and obligations (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as of the Closing Date, Assignee (a) Buyer does not hereby and will not assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities or become liable for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to paypay or satisfy any obligation, perform debt or dischargeLiability whatsoever, any liability whether fixed, contingent or obligation otherwise, of any Assignor other than Asset Seller or arising out of, related to, or in connection with Asset Seller’s ownership or operation of the Assumed Liabilities (whether or not related Landmark Assets prior to the Assets or Business) Effective Time (collectively, the "“Excluded Liabilities"”). For the avoidance of doubt the Excluded Liabilities shall include the Specifically Excluded Liabilities. The Excluded Liabilities shall remain the responsibility and obligation of Asset Seller after Closing, and the Asset Seller shall, and Asset Seller Owners shall not be obligated cause Asset Seller to, pay and discharge all such Excluded Liabilities as and when due in accordance with their respective terms. (b) For purposes of this Agreement, “Specifically Excluded Liabilities” means, without duplication, Asset Seller’s Liabilities or obligations (i) under this Agreement; (ii) for Seller Transaction Expenses and any other fees and expenses incident to or arising out of the consummation of the transactions contemplated hereby (other than any [***] Transaction Expenses); (iii) with respect to Indebtedness of Asset Seller; (iv) in respect of any pending or threatened Action or otherwise arising by reason of or regarding any violation of any Law or any other requirement of any Government including in connection with any Permits; (v) relating to the ownership of the Landmark Assets, regardless of when accruing, arising under any Environmental Law to the extent the facts, events or conditions underlying such Liability or obligation occurred prior to Closing; (vi) arising out of or related to any breach by Asset Seller of any Contract regardless of when any such Liability or obligation is asserted; (vii) for tort claims, known or unknown, and any related claims and litigation arising prior to, on or after the Closing Date; (viii) for any other claimclaims made for injury to persons or damage to property, loss whether made in product Liability, tort, breach of warranty or liability otherwise, arising out of or in any way relating to or resulting from any actact or omission of Asset Seller, omission its agents, representatives or breach by employees; (ix) for Taxes (A) of Asset Seller for any Assignor taxable period, and (B) in respect of the conduct of Asset Seller’s business, the Landmark Assets for any Pre-Closing Period or the portion of a Straddle Period ending on the Closing Date (apportioned in accordance with Section 9.2(b)); (x) with respect to any of the Asset Seller Excluded Assets; (xi) to indemnify, reimburse or advance amounts to any officer, director, manager, employee or agent of Asset Seller, and (xii) to any Asset Seller Owner or Beneficial Owner, other securityholder or former securityholder or Affiliate of Asset Seller, any Asset Seller Owner or Beneficial Owner, other securityholder or former securityholder, including with respect to the Business, distribution of all or any part of the Assets or consideration received hereunder and any Liability of Asset Seller arising as a result of the Assigned Contracts, or for exercise by any claim, loss or liability related of its securityholders of such securityholder’s right (if any) to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising dissent from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03transactions contemplated hereby and seek appraisal rights.

Assumption of Liabilities. Effective as of At the Closing Date, Assignee will Buyer shall assume only the obligations and agree to payliabilities of Seller (collectively, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (xthe “Assumed Liabilities”) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed arising after the Closing Date with respect pursuant to (i) the Assigned Contracts set forth on Schedule 2.11 and (ii) any Contracts which are entered into in the ordinary course of business after the date of this Agreement relating to the Acquired Assets (collectively, the “Subsequent Contracts”); provided that such Subsequent Contracts are both consistent as to nature and scope with the Assigned Contracts and (z) each other liability do not have an economic value in excess of each Assignor thereunder (including $25,000. Buyer shall not assume any liabilities or obligations of Seller except for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee Without limiting the foregoing, it is expressly agreed that Buyer shall not assume, and shall have no liability for, any liabilities or obligations of the Seller not be obligated to payspecifically set forth on Schedule 2.11, perform or dischargeincluding, without limitation, the following (the “Excluded Liabilities”): (i) any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated Seller for any Federal, state, local or foreign income, sales, use, employment, property, withholding, capital gains or franchise taxes or taxes on capital (including, without limitation, any deferred income tax liability and any penalties and interest thereon) or other claim, loss taxes incurred or accrued by Seller; (ii) any liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contractsobligation for expenses incurred by, or for claims made against, the Seller in connection with or resulting from or attributable to this Agreement or the transactions contemplated hereby, if any; (iii) any claimliability or obligation for any investment banking, loss brokerage or similar charge or commission, or any attorneys’ or accountants’ fees and expenses, payable or incurred by the Seller in connection with the preparation, negotiation, execution or delivery of this Agreement or the transactions contemplated hereby; (iv) any liability related or obligation of the Seller to Buyer arising out of any misrepresentation or breach of any warranty of the Excluded Assets Seller contained in this Agreement or any of the schedules or exhibits hereto or in any certificate, agreement, instrument or other document delivered pursuant hereto or out of the failure of the Seller to perform any of its agreements or covenants contained herein or therein or to perform or satisfy any of the Excluded Liabilities; (v) any liability or obligation to or in respect of employees including, all without limitation, liabilities and obligations in respect of whichpayroll, compensation, benefits, annual, semi-annual and other bonuses, change of control, accrued vacation and severance and any liability or obligation under any employee pension, benefit, 401(k) or other plan that were incurred or accrued prior to the Assignors shall remain obligated Closing Date, except for stay or retention bonuses paid, or similar inducements given, by Buyer to payany employee of Seller; (vi) any liability or obligation for or in respect of indebtedness of Seller for borrowed money; (vii) any liability or obligation for or in respect of outstanding accounts payables, perform including without limitation any and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except or obligations to the extent expressly assumed as provided on Seller’s creditors who are owed the amounts set forth in Column VI of Schedule 1.03.2.23(a); and

Assumption of Liabilities. Effective as Buyer shall assume on the Date of the Closing Dateall obligations, Assignee will assume duties and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date liabilities arising under or with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assigneethe Assumed Obligations. Seller and Buyer acknowledge and agree that Buyer has not agreed to assume any of Seller's affiliates, representatives or agents) after liabilities and obligations except for the Closing Date (collectively, Assumed Obligations. The assumption of the "Assumed Liabilities"). Assignee AssumedObligations by Buyer hereunder shall not assumeenlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith with any third party any of said liabilities. Except as expressly provided herein, Buyer does not and shall not be obligated assume any liabilities or obligations of the Seller or any other person, corporation, partnership, or entity, incurred as a consequence of the ownership of the Assets or as a consequence of the operation of the Restaurant or as a consequence of this Agreement or the sale, assignment and transfer contemplated hereunder. Without limiting the generality of the foregoing, it is understood and agreed that Buyer shall not assume and shall not pay any of the following liabilities: Liabilities incurred by Seller in connection with this Agreement and the transactions provided for herein (including, without limitation, counsel and accountant's fees, and expenses pertaining to paythe performance by Seller of its obligations hereunder). Except as provided in Section 14.8 below, perform Taxes of Seller (whether relating to periods before or dischargeafter the Date of Closing), including any liability or obligation for Taxes arising out of any Assignor transferee liability. Liabilities of Seller with respect to any options, warrants, agreements or convertible or other than the Assumed rights to acquire any shares of its capital stock of any class. Liabilities 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 related to the Assets or Business) (collectively, the "Excluded Liabilities"arising out of third-party claims), including, without limitation, interest, penalties, reasonable attorneys' and shall not be obligated for accountants' fees and all amounts paid in investigation, defense or settlement of any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as (a) Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Assignee will Buyer shall deliver to Seller an undertaking and assumption, in the form of Exhibit A, pursuant to which Buyer shall assume and be obligated for, and shall agree to pay, perform and dischargedischarge in accordance with their terms, the following obligations and liabilities of Seller or Option Party (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) all liabilities of Seller or Option Party to the extent reflected or reserved against on the Closing Date Balance Sheet and included in “Current Liabilities” in the calculation of the Closing Date Working Capital Amount or Closing Date Working Capital Deficit, as the case may be; (ii) all liabilities and when dueobligations related to, and indemnify and hold each Assignor harmless from and againstassociated with or arising out of (A) the occupancy, (xoperation, use or control of any of the Real Property listed or described in Schedules 3.10(a) each liability listed in Schedule 1.03, (yor 3.10(b) each obligation of each Assignor applicable to be performed the Station on or after the Closing Date with respect to or (B) the Assets and operation of the Assigned Contracts and Business on or after the Closing Date, in each case incurred or imposed as a requirement of any Environmental Law, including, without limitation, any Release or storage of any Contaminants on, at or from (z1) each other liability of each Assignor thereunder (including liabilities for any breach of a representationreal property owned, warranty or covenantleased, or for any claims for indemnification contained therein), to operated in connection with the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) Business after the Closing Date (collectivelyincluding, 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 Person at which Contaminants generated by the "Business were sent on or after the Closing Date; (iii) all liabilities and obligations of Seller or Option Party to the extent arising on or after the Closing Date under (A) the Station Agreements and other agreements included as Purchased Assets and (B) the leases, contracts and other agreements entered into by Seller or Option Party, as applicable, with respect to the Business after the date hereof consistent with the terms of Section 5.4 of this Agreement, except, in each case, (i) to the extent such liabilities and obligations, but for a breach or default by Seller or Option Party, as applicable, 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 or (ii) to the extent such liabilities would be for the account of Seller or Option Party, as applicable, pursuant to Section 2.5(b); (iv) all liabilities for Taxes that are the responsibility of Buyer pursuant to Section 6.1 hereof; and (v) for the avoidance of doubt, all liabilities and obligations of Buyer pursuant to Section 6.2 hereof. All of the foregoing to be assumed by Buyer hereunder (including the Option Liabilities which Buyer has the right to assume pursuant to the Option Exercise Agreement) are referred to herein as the “Assumed Liabilities"). Assignee .” (b) Buyer shall not assumeassume or be obligated for any of, and Seller and Option Party, pursuant to the terms of the Option Exercise Agreement, as applicable, shall not be obligated to solely retain, pay, perform perform, defend and discharge all of, its liabilities or dischargeobligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer under Section 2.3(a) and, notwithstanding anything to the contrary in Section 2.3(a), none of the following (whether or not included in Option Liabilities) (herein referred to as “Excluded Liabilities”) shall be “Assumed Liabilities” for purposes of this Agreement: (i) any foreign, federal, state, county or local income Taxes which arise from the operation of the Station or the Business or the ownership of the Purchased Assets prior to the Closing Date; (ii) any liability or obligation of Seller or Option Party, as applicable, in respect of indebtedness for borrowed money or any Assignor intercompany payable of Seller or Option Party, as applicable, or any of its Affiliates; (iii) all liabilities and obligations related to, associated with or arising out of (A) the occupancy, operation, use or control of any of the Real Property listed or described in Schedules 3.10(a) or 3.10(b) prior to the Closing Date or (B) the operation of the Business prior to the Closing Date, in each case incurred or imposed under Environmental Laws existing prior to the Closing Date, including, without limitation, (1) any Release or storage of any Contaminants prior to the Closing Date on, at or from any such Real Property (including, without limitation, all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder), (2) any conditions on, under or in such Real Property existing prior to the Closing Date that require Remedial Action under Environmental Laws, or (3) any conditions on, under or in any real property or facility owned by a third party at which Contaminants generated by the Business were sent prior to the Closing Date; (iv) all liabilities of Seller or Option Party, as applicable, and Parent to the extent arising prior to the Closing Date in connection with the ownership or operation of the Purchased Assets or the Business, other than current liabilities of Seller or Option Party, as applicable, to the extent reflected or reserved against on the Closing Date Balance Sheet and included in “Current Liabilities” in the calculation of the Closing Date Working Capital Amount or Closing Date Working Capital Deficit, as the case may be; (v) any liabilities or obligations, whenever arising, related to, associated with or arising out of the Excluded Assets; (vi) any liabilities or obligations, whenever arising, related to, associated with or arising out of the employee benefit agreements, plans or arrangements of Seller, Belo, Parent, Sander, Option Party or any of their Affiliates (including, without limitation, all Employee Plans); (vii) all severance obligations of Seller, Belo, Parent, Sander, Option Party or any of their Affiliates, if any, to former employees of Seller or Option Party, as applicable, arising prior to the Closing Date or employees of Seller or Option Party arising out of Seller’s or Option Party’s termination of the employment of such employees on the Closing Date in connection with the consummation of the transactions contemplated hereby and Buyer’s offer of employment to the Affected Employees as contemplated in Section 6.2(a), other than the Assumed Liabilities (whether or not related obligations of Buyer pursuant to the Assets or Business) (collectively, the "Excluded Liabilities"Section 6.2(b), Section 6.2(h) and shall not be obligated for Section 6.2(i); (viii) any other claimintercompany liabilities or obligations due from Seller or Option Party, loss or liability relating as applicable, to any actof its Affiliates; (ix) any costs and expenses incurred by Seller, omission Option Party or breach by any Assignor with respect Parent incident to the Business, the Assets its negotiation and preparation of this Agreement or the Assigned Contracts, Ancillary Agreements and its performance and compliance with the agreements and conditions contained herein or for therein; and (x) any claim, loss of Seller’s or liability related to the Excluded Assets Parent’s or Option Party’s liabilities or obligations under this Agreement or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Ancillary Agreements.

Assumption of Liabilities. Effective as of (a) On the terms and subject to the conditions provided for in this Agreement, on the Closing Date, Assignee will Buyer shall assume and agree the Assumed Liabilities. Except for the Assumed Liabilities, nothing in this Agreement is intended or shall be deemed to paysubject Buyer, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation any of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (its Affiliates or any of Assignee's affiliatesthe officers, representatives directors, employees or agents) after agents of Buyer or its Affiliates, to any Liability by reason of the Closing Date (collectivelytransfer of assets contemplated hereby under the laws of the United States of America, any State, territory or possession thereof or the District of Columbia or any other jurisdiction based, in whole or in part, directly or indirectly, on any theory of law, including any theory of successor, assignee or transferee liability. Notwithstanding anything to the contrary herein, Seller and Buyer agree that Buyer is not under any obligation to close any Pipeline Mortgage Loans in connection with which Seller, the "broker or correspondent, including any employees or agents of Seller, broker or correspondent, has engaged in unlicensed mortgage activity or mortgage activity from an unlicensed location or was otherwise in violation of Applicable Requirements. (b) Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities"). Assignee shall Liabilities and is not assume, and shall not be obligated to pay, perform or discharge, assuming any other liability or obligation of Seller (or any Assignor predecessor of Seller or any prior owner of all or part of its businesses and assets). All such other than liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Notwithstanding anything to the contrary in this Agreement, the term “Excluded Liabilities” includes: (i) all Liabilities relating to any compensation or benefits of any director, officer, personnel, former personnel, independent contractor, agent, or other representative of Seller or any Plans, including, in respect of workers’ compensation or claims relating to employment of personnel by, or provision of services by personnel to, Seller prior to the Closing, including severance obligations, if any; (ii) any right, title, benefit, privileges and interest in and to, and all of the burdens, and Liabilities under, Assumed Liabilities Broker Agreements with respect to (whether or A) any mortgage loans that are not related to included in the Assets or Business(B) any mortgage loans that closed in the name of Seller before the Closing Date; (collectively, the "Excluded Liabilities"), and shall not be obligated for iii) any other claim, loss or liability relating to any act, omission or breach by any Assignor Taxes of Seller with respect to taxable periods ending before the BusinessClosing Date; and (iv) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date, the Assets or the Assigned Contracts, or for any claim, loss or liability related Taxes of Seller that are allocable to the Excluded Assets or the Excluded Liabilities, all portion of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except such period ending prior to the extent expressly assumed as provided on Schedule 1.03Closing Date.

Assumption of Liabilities. Effective (a) As of the Closing Date, the Buyer shall assume and undertake to pay, perform and discharge according to their terms only the following Liabilities of the Seller (the “Assumed Liabilities”): (i) Liabilities arising under the Assigned Contracts from and after the Closing Date; (ii) Liabilities set forth on the Estimated Statement, as revised by the Closing Date Statement, including, without limitation, trade account payables, [outstanding indebtedness], and other current liabilities arising in the ordinary course of business that remain unpaid at and are not delinquent as of the Closing Date, Assignee will assume and agree ; (iii) Liabilities related to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor any warranty claims by the Seller’s customers with respect to be work performed after by the Seller prior to the Closing Date with respect pursuant to the Assets and any of the Assigned Contracts and (z“Seller Warranty Liabilities”); and (iv) each other liability of each Assignor thereunder Other Liabilities, if any, listed on Schedule 2.03. (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification b) Notwithstanding anything contained therein), in this Agreement to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliatescontrary, representatives or agentsexcept as expressly set forth in Section 2.03(a) after the Closing Date (collectivelyabove, the "Assumed Liabilities"). Assignee Buyer shall not assumeassume or become liable or obligated in any way, and the Seller shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), retain and shall not be obligated remain solely liable for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain and obligated to pay, perform and discharge all Liabilities of the Seller, including, without limitation any of the following (collectively, the “Excluded Liabilities”): (i) Liabilities under any Excluded Contracts; (ii) Liabilities arising under any Assigned Contracts that relate to the time period prior to the Closing Date or arise out of events occurring prior to the Closing Date; (iii) Any forfeiture, claim or pending litigation or proceeding relating to the Business prior to the Closing Date; and (iv) Any Liabilities for Taxes (a) of Seller, any Principal or any affiliate of Seller or any Principal for all taxable periods (including and through the Closing Date); (b) which may be applicable to indemnify the Business or the Acquired Assets for any taxable period ending on or before the Closing Date and hold Assignee harmless against. Without limiting for any taxable period beginning before and ending after the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except Closing Date to the extent expressly assumed as provided allocable to the portion of such taxable period ending on Schedule 1.03the Closing Date; or (c) for which Seller is responsible pursuant to Section 6.06.

Assumption of Liabilities. Effective On the terms and subject to the ------------------------- conditions of this Agreement, on the Closing Date, Buyer shall, or shall cause one or more of its affiliates to, assume and pay, perform and discharge when due, without duplication, (i) the Existing Debt (as in effect on the Closing Date), including any prepayment obligations, (ii) any and all liabilities and obligations of Seller arising out of or related to the Litigation (whether before, on or after the Closing Date), (iii) any Real Estate Taxes (whether due or to become due), (iv) any and all liabilities and obligations for which Buyer is responsible pursuant to Section 11, (v) any and all liabilities and -- obligations of Seller arising out of or related to the Permits, Contracts and Leases (in each case, whether before, on or after the Closing Date), (vi) any and all liabilities and obligations (including unpaid transaction costs) relating to any of the Total Assets sold, transferred or otherwise disposed of pursuant to a Pending Transaction, (vii) any and all liabilities and obligations of Seller (as of the Closing Date) referred to in the Combining Trial Balance under the column heading "Real Estate Assets & Liabilities", Assignee will assume (viii) any and agree all liabilities and obligations of Seller pursuant to paySection 11 of the Subscription Agreement, perform (ix) any and dischargeall liabilities and obligations of Seller arising out of or related to the Distribution Agreement (excluding all of the Ancillary Agreements, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed defined in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained thereinDistribution Agreement), to the extent and but only to the extent that such liability is due same arises out of or relates to the actions Real Estate Assets and/or the Other Real Estate Assets which were previously conveyed to Seller pursuant to the Distribution Agreement but in any event excluding (A) any and all liabilities and obligations of Assignee Seller arising out of or related to the Florida Progress Business and the Echelon Business (as said terms defined in the Distribution Agreement), except for the assumption of liabilities and obligations by Buyer pursuant to the preceding provisions of this subclause (ix), (B) any and all liabilities and obligations of Seller arising out of or related to permits, contracts or leases which do not constitute Permits, Contracts or Leases hereunder and (C) any and all liabilities and obligations with respect to employee agreements and employee matters, except to the extent Buyer is responsible therefor pursuant to Section 11 and (x) any and all other -- liabilities and obligations of Seller arising out of or relating primarily to any of Assignee's affiliatesthe Total Assets (including any and all liabilities and obligations of Seller arising out of the ownership, representatives or agentspossession, construction, use, access, leasing, maintenance, management, replacement, renewal, repair, operation, enjoyment, alterations, modifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof and thereto but excluding any and all liabilities and obligations of Seller which are expressly not assumed by Buyer pursuant to preceding subclause (ix)) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume; provided, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than ------------------- -------- that the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for include any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or of (i) the Excluded Liabilities, all of whichwhich shall be retained by Seller, and (ii) the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other thingsOther Assumed Liabilities, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" of which shall be Excluded Liabilities except to assumed by the extent expressly assumed as provided on Schedule 1.03Other Buyer.

Assumption of Liabilities. Effective as of At the Closing DateClosing, Assignee will Falcon ------------------------- shall assume and agree to pay, perform and dischargedischarge or perform, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelyappropriate, the Assumed Liabilities of Spxxxxx. Such agreement by Falcon shall be evidenced by an assumption agreement in the form attached hereto as Schedule 2.03 (the ------------- "Assumed LiabilitiesAssumption Agreement"). Assignee In no event shall not assume, and shall not be obligated to pay, perform Falcon assume or discharge, incur any liability or obligation under this Section 2.03 or under any other provision of the Agreement in respect of any Assignor liability of Spxxxxx xot expressly assumed hereunder, including without limitation any of the following: (a) any liability or obligation under or in connection with any Excluded Asset; (b) liabilities or obligations arising out of any 10 breach by Spxxxxx xf any provision of any agreement, contract, commitment or lease, including but not limited to liabilities or obligations arising out of Spxxxxx' failure to perform any agreement, contract, commitment or lease in accordance with its terms prior to the Closing; (c) any product liability or similar claim for injury to person or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Spxxxxx, or alleged to have been made by Spxxxxx, or which is imposed or asserted to be imposed by operation of law, in connection with any service performed or product sold or leased by or on behalf of Spxxxxx xn or prior to the Closing, including without limitation any claim related to damages or personal injury caused as a result of any defective product, the return or replacement of defective products or any claim seeking recovery for consequential damage, lost revenue or income; (d) any claims for service under any warranty in excess of $50,000 in the aggregate (other than the Assumed Liabilities (whether claims for product liability or not related similar injury claims) made by Spxxxxx xn connection with any product sold by or on behalf of Spxxxxx xrior to the Assets Closing (such claims being limited to the actual cost to replace or Businessrepair). (e) any federal, state or local income or other tax (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor i) payable with respect to the Business, Assets, properties or operations of Spxxxxx xor any period prior to the Assets Closing Date; or (ii) incident to or arising as a consequence of the Assigned Contractsnegotiation or consummation by Spxxxxx xnd the transactions contemplated hereby; (f) any liability or obligation arising prior to or as a result of the Closing to any employee, agent or independent contractor of Spxxxxx, whether or not employed by Falcon after the Closing, or for under any claim, loss benefit arrangement with respect thereto; or (g) any liability or liability obligation of Spxxxxx xrising prior to the Closing related to the Excluded Assets any violation of any Environmental Law, whether or the Excluded Liabilitiesnot disclosed in any Schedule hereto; (h) any liability, all of whichdamages, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities costs or expenses arising from the or in connection with those matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided Schedule 4.09; or ------------- 11 (i) any liability listed on Schedule 1.03.2.03(h) hereof. ----------------

Assumption of Liabilities. Effective as Upon the sale and purchase of the Closing DatePurchased Assets, Assignee will the Buyer shall assume and agree to pay, perform and discharge, as and pay or discharge when due, and indemnify and hold each Assignor harmless due only those liabilities incurred in the operation of the Division's business from and against, (x) each liability listed in Schedule 1.03, (y) each obligation after the Closing Date and those liabilities and obligations of each Assignor Seller which are to be performed after the Closing Date with respect which are specifically set forth and described on Schedule 1.2. The liabilities to be assumed by the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), Buyer under this Agreement are hereinafter sometimes referred to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, as the "Assumed Liabilities"). Assignee ." Except as otherwise specifically provided in this Section 1.2, (a) Buyer shall not assumeassume or be liable for any obligation or liability of Seller, of any kind or nature, known, unknown, contingent or otherwise, including without limitation: (i) any liability of Seller incurred in connection with this Agreement and the transactions provided for herein, including brokerage, accounting and counsel fees, transfer and other taxes, and shall not be obligated expenses pertaining to payits liquidation or the performance by Seller of its obligations hereunder, perform or discharge, (ii) any liability or obligation of Seller arising out of any Assignor contract or agreement, (iii) any obligations to Seller's employees, including without limitation, any pension, retirement, profit-sharing plan or trust, or any severance payments (iv) any litigation, proceeding, claim by any person or entity or other than obligation of Seller relating to the Assumed Liabilities (business or operations of the Division or otherwise relating to the Purchased Assets prior to the Closing Date, whether or not related such litigation, proceeding, claim or obligation is pending, threatened, or asserted before, on, or after the Closing Date, (v) taxes whether relating to periods before or after the Assets or BusinessClosing Date, and (vi) any obligations under any law, including but not limited to antitrust, civil rights, health, safety, labor, discrimination and environmental laws; and (collectively, the "Excluded Liabilities")b) Seller shall be solely responsible for, and shall discharge, any and all liabilities and obligations of Seller not included within the Assumed Liabilities. The parties agree that Seller's obligations and liabilities are exclusive of and do not include any liabilities or obligations arising out of the operations of the Division and the use of the Purchased Assets from and after the Closing as such liabilities and obligations shall be obligated those of the Buyer. The assumption of any Assumed Liabilities by the Buyer hereunder shall be treated as independent of its existing business and shall not enlarge any rights of third parties under contracts or arrangements with the Buyer or Seller. Nothing herein shall prevent the Buyer from contesting in good faith any of the Assumed Liabilities. In connection with clause (iii) above, Seller further agrees that it will be responsible for any other claim, loss or liability relating severance payable to any actof the Division's employees who are terminated by Buyer within sixty (60) days of the Closing, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except but only to the extent expressly assumed of Seller's severance policy obligations as provided on Schedule 1.03.in existence immediately prior to the Closing or as may be required of Seller by law. 1.3

Assumption of Liabilities. Effective (a) Upon the terms and subject to the conditions hereof, at Closing the applicable Purchaser will, or will cause an affiliate of Purchaser to, assume from each of the applicable Seller Entities, as of the Closing Date, Assignee will assume the payment, discharge and agree performance of the following liabilities and obligations, without duplication (collectively, the “Assumed Liabilities”): (i) all liabilities and obligations relating to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed periods after the Closing Date under and with respect to the Assets Seller Assigned Licenses, including without limitation, any liabilities and obligations relating to periods after the Closing Date out of any Federal or State Law, rule of the FCC or applicable state regulatory commission or any other Governmental Authority to which the Seller Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenantLicenses, or for any claims for indemnification contained thereinthe Customer Agreements are subject; (ii) all liabilities and obligations relating to periods after the Closing Date under the Customer Agreements; and (iii) all liabilities and obligations set forth on Schedule 1.2(a)(iii) arising with respect to Customers, including unearned or deferred revenues or activation fees, customer deposits and prepayments, and loyalty reward points (subject to Purchaser’s preferred method of administration and redemption regarding such loyalty reward points), to the extent and in each case only to the extent that such liability is due to the actions of Assignee included in Section 1.4. (or b) Neither Purchaser nor any of Assignee's affiliatesits Affiliates shall assume or undertake in any way to perform, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform satisfy or discharge, discharge any liability or obligation of Seller or any Assignor of its Affiliates of any nature whatsoever, whether known or unknown, determined or undetermined, liquidated or unliquidated, direct or indirect, contingent or accrued, matured or unmatured, and whether or not relating to the Purchased Assets or the Seller Business, other than the Assumed Liabilities Liabilities, without duplication, including without limitation, any liabilities and obligations (whether i) in connection with device insurance of the Customers or not related (ii) relating to periods prior to or on the Assets Closing Date out of any Federal or Business) State Law, rule of the FCC or applicable state regulatory commission or any other Governmental Authority to which the Seller Assigned Licenses, or the Customer Agreements are subject (collectively, the "“Excluded Liabilities"”), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.