Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. (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, only the following Liabilities (the “Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon Subject to and subject to upon the terms and conditions of this Agreement, effective as of the Buyer shall Closing Date, Purchaser agrees to assume from Sellers and become responsible forto thereafter pay, from and after the Closing, perform and/or otherwise discharge in a timely manner only the following Liabilities of Sellers to the extent that such Liabilities are not Excluded Liabilities (the “Assumed Liabilities”): (i) Liabilities arising from and after the Closing Date under the Assumed Contracts other than Liabilities specified arising from any tort, infringement or violation of law by Sellers that occurred (or arose from facts occurring) prior to the Closing Date, and (B) Liabilities arising from any breach or default of any Assumed Contracts to the extent occurring (or arising from facts and/or activities occurring) on Schedule 1.2(a)or prior to the Closing Date; (ii) express contractual performance obligations due or arising after the Accounts Payable (to the extent reflected on the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired AssetsStatement); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing StatementLease; and (iv) Liabilities the Warranty Reserve (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for reflected on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever). (b) Notwithstanding the terms of Section 1.2(a) Nothing herein shall be deemed to deprive Purchaser or any other provision Affiliate of this Agreement Purchaser of any defenses, set-offs or counterclaims which Sellers may have had or which Purchaser, or Purchaser, shall have (to the contrary, extent relating to the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Assumed Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities to any of the Assumed Liabilities (the “Defenses and Claims”). Effective as of the Closing, Sellers agree to assign, transfer and their respective Affiliates not constituting Assumed Liabilitiesconvey to Purchaser all Defenses and Claims and agrees to cooperate with Purchaser to maintain, secure, perfect and enforce such Defenses and Claims.

Assumption of Liabilities. Buyer assumes and agrees to pay, perform and discharge any liabilities and obligations arising after the Closing (as defined herein) under the Purchased Assets (including the Assigned Contracts and/or Purchased IP, but only (a) Upon and subject to the terms extent provided in (i) that [***], and conditions of this Agreement(ii) the Assignment and Assumption Agreement referenced in Section 2.02(a)(ii) with respect to all Assigned Contracts, and (b) to the Buyer shall assume extent that such liabilities and become responsible forobligations do not relate to any breach, from and after default or violation by the Company on or prior to the Closing) (collectively, only the following Liabilities (the “Assumed Liabilities”): (i) ). Other than the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Assumed Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume any liabilities or become responsible forobligations of the Company of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created (such liabilities, the “Retained Liabilities”). Notwithstanding anything to the contrary herein, for the avoidance of doubt, any liabilities or obligations of the Company to [***]resulting from any pre-Closing breach or non-fulfillment of any covenant, agreement or obligation by the Company, and any obligation or liability of the Sellers Company to indemnify [***]with respect to any liability that arose or matter that occurred prior to Closing, under the [***], shall remain liable for, all constitute (a) “Assumed Liabilities” to the extent related to the Non-Liver Business and (b) “Retained Liabilities, including ,” to the Liabilities specified on Schedule 1.2(b) and all other liabilities of extent not related to the Sellers and their respective Affiliates not constituting Assumed LiabilitiesNon-Liver Business.

Assumption of Liabilities. (a) Upon At the Closing, ▇▇▇▇▇▇▇▇▇ and subject the Sellers shall execute and deliver the ▇▇▇▇ of Sale pursuant to which the terms Sellers shall assign and conditions of this Agreement, the Buyer ▇▇▇▇▇▇▇▇▇ shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): agree to fully (i) perform, pay and discharge all trade accounts payable and accrued liabilities which were incurred in the Liabilities specified ordinary course of business of the Business and are accrued or outstanding on Schedule 1.2(a); the Closing Date (“Accounts Payable and Accrued Expenses”) up to a maximum amount not to exceed $4,675,000; (ii) express contractual performance perform and discharge in accordance with their terms those obligations due outstanding as of the Closing Date in respect of Contracts to the extent such obligations do not arise from the pre-Closing breach, default or violation under any such Contracts; and (iii) perform and discharge in accordance with their terms those liabilities directly arising after the Closing (other than obligations relating Date in connection with any contracts which ▇▇▇▇▇▇▇▇▇ has requested be transferred to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, 1.1(a) but only which have not been so transferred due to the extent failure to obtain the consent or approval required for such transfer, provided that ▇▇▇▇▇▇▇▇▇ has requested and received the same economic benefit of such contract pursuant to Section 1.2(b) and such liability shall not have arisen as a result of the Sellers’ breach, default or violation under any such contract (the obligations set forth in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or and (iii) of this Section 1.2(a), but only to collectively, the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever“Assumed Liabilities”). (b) Notwithstanding Except as otherwise provided in this Agreement, ▇▇▇▇▇▇▇▇▇ shall not assume any other of the liabilities of the Sellers and ▇▇▇▇▇▇▇▇▇ shall not be or become liable for any claims, demands, liabilities or obligations to the extent that such liability arises out of or is related to the conduct of the Business by the Sellers or the ownership or operation of the Assets on or prior to the Closing Date. Without limiting the foregoing, ▇▇▇▇▇▇▇▇▇ shall not at the Closing assume or agree to perform, pay or discharge any liabilities of the Business arising from the operation of the Business prior to Closing other than the Assumed Liabilities and liabilities arising as a result of the breach of the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible forby ▇▇▇▇▇▇▇▇▇, and the Sellers shall remain unconditionally liable for, all Retained Liabilitiesobligations, including the Liabilities specified on Schedule 1.2(b) liabilities and all other liabilities commitments, fixed or contingent, of the Sellers that are not Assumed Liabilities to the extent such obligations, liabilities and their respective Affiliates commitments arise out of or relate to the conduct of the Business on or prior to the Closing Date (other than liabilities arising as a result of the breach of the terms of this Agreement by ▇▇▇▇▇▇▇▇▇) (the “Retained Liabilities”), including but not constituting limited to: (i) Severance, termination or other payments or benefits (including but not limited to post-retirement benefits or accrued vacation pay unless included as part of Accounts Payable and Accrued Expenses assumed under Section 1.3(a)) owing under any severance policy, union contract or employment agreement to any employees (union or non-union), sales agents, distributors or independent contractors employed by the Sellers prior to the Closing (collectively, “Sellers’ Employees”), liabilities arising under any federal, state or local “plant closing law” including without limitation under the federal WARN Act, liabilities accruing under the Sellers’ employee benefit plans (except as provided in Section 9.5), retirement plans, pension plans or savings or profit sharing plans and liabilities for any Employee Benefit Plan (as defined in Section 2.19), including but not limited to any obligations under Section 601 through 608 of ERISA or under COBRA (each as defined in Section 2.19); (ii) Liabilities for Workers’ compensation claims or audit adjustment premiums; (iii) Liabilities for any federal, state, local or foreign income Taxes (including interest, penalties or additions to such taxes), whether assessed, audited, or billed or not at Closing or any deferred income taxes or any Michigan single business taxes owed by or asserted against the Sellers (“Income Taxes”); (iv) Liabilities which arose from any actions, events, or incidents which occurred prior to the Closing Date in connection with violations of or liability under Environmental Laws (as defined in Section 2.22) and environmental liabilities imposed by the Leases listed on Schedule 2.8 (as such Leases are in effect as of the date hereof), if any, except to the extent such violations or liabilities result from activities subsequent to the Closing Date including the action or inaction of ▇▇▇▇▇▇▇▇▇ after the Closing Date, but excluding the action of the Sellers after the Closing Date that gives rise to liability under Environmental Laws (“Pre-Closing Environmental Liabilities”); (v) Liabilities which arose from actions, assessments pending or for any actions, events, or incidents incurred prior to the Closing Date in connection with violations of occupational safety, wage, health, welfare or employee benefit laws, except to the extent such violations result from the action or inaction of ▇▇▇▇▇▇▇▇▇ subsequent to the Closing Date; (vi) Liabilities primarily arising out of or relating to the Excluded Assets; (vii) Except to the extent such taxes are the responsibility of ▇▇▇▇▇▇▇▇▇ pursuant to Section 12, any tax (including but not limited to any federal, state, or local income, franchise, single business, value added, excise, customs, intangible, sales, transfer, recording, documentary or other tax) imposed upon, or incurred in connection with, the transfer of motor vehicles in connection with the sale of the Assets; (viii) Liabilities or debts owed to any sales representatives, agents, contractors, whether in oral or written agreements, other than those specifically listed and included in the Assumed Liabilities; (ix) Liabilities for borrowed money of the Sellers; (x) Liabilities arising by reason of any action, inaction, or otherwise of the Sellers prior to the Closing Date that constituted either an infringement of the intellectual property rights of a third party, liabilities arising from product liability, or warranty claims for products manufactured or sold by Sellers prior to the Closing Date; and (xi) Liabilities for Accounts Payable and Accrued Expenses in excess of $4,675,000.

Assumption of Liabilities. (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, only all of the following Liabilities (collectively, the “"Assumed Liabilities”"): (ixiv) all obligations and liabilities of the Liabilities specified Seller under any Assigned Contract set forth on Schedule 1.2(a1.1(a)(ix) attached hereto that accrue and are required to be performed from and after the Closing, provided that as of the date such Assigned Contract is assigned to the Buyer, the Seller has not breached (with or without notice or lapse of time, or both) and is not in {27506716;8} ActiveUS 118074924v.10 default thereunder (other than because of a provision of the type set forth in 11 U.S.C. § 365(e)), or any such breach or default, as applicable, has been cured by the Seller as of the Closing; (xv) Buyer’s obligations under Section 4.14(b); (iixvi) express contractual performance the liabilities and obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(aset forth on Schedule 1.2(a)(iii), Assumed Liabilities described provided, that the Office Lease with BRE/Boca Corporate Center, dated August 18, 2008, as amended (the “BRE Lease”), is assumed by, and assigned to, Buyer at Closing with the consent of landlord on terms and conditions set forth in this clause (ii) will exclude any amounts due or payable the Approval Order as of the Closing under or in respect of Contracts that constitute Acquired Assets)an Assigned Contract; (iiixvii) Liabilities expressly assumed those trade accounts payable of the Seller relating to products or services provided to the Seller following the filing of the Bankruptcy Case by any counterparty to an Assigned Contract and set forth on Schedule 1.2(a)(iv) (the sum of the amounts of such accounts payable, the “Assigned AP Amount”), which Schedule 1.2(a)(iv) shall be mutually agreed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent Parties and in the amounts provided for on the Final Closing Statementdelivered at Closing; and (ivxviii) Liabilities (other than Retained Liabilities) which are any out-of-pocket costs or expenses incurred in connection with deinstalling and removing Data at the leased premises located in Boca Raton, Florida not included in clause (i), (ii) or (iii) of this Section 1.2(a)purchased by Buyer, but only excluding any costs or expenses in connection with deinstalling and removing Data that are retained by Tracers Information Specialists, Inc. ("Tracers") pursuant to the extent Mediation Settlement, dated November 11, 2013, by and in between Seller and Tracers (the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever"Tracers Settlement"). (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon On the terms and subject to the terms and conditions of set forth in this Agreement, at the Buyer Closing, Purchaser shall assume and become responsible forassume, from and after effective as of the Closing, only the following Liabilities of Seller (collectively, the “Assumed Liabilities”): (ia) the all Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising from and after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iiirelated to the Customers’ accounts set forth on Schedule 5.16(a) Liabilities expressly assumed by and the Buyer pursuant to Section 4.6 of this AgreementPurchased Contracts, but only to the extent such Customers’ accounts and Purchased Contracts are assigned to Purchaser or Purchaser otherwise receives the rights and benefits of such Customers’ accounts and Purchased Contracts pursuant to Section 2.5(c), and specifically excluding any liability or obligation relating to or arising out of such Customers’ accounts and Purchased Contracts as a result of any (i) breach of such Customers’ accounts or Purchased Contracts by Seller occurring prior to the Closing Date, (ii) violation of Law by Seller occurring prior to the Closing with respect to such Customers’ accounts or Purchased Contracts, or (iii) breach or other amounts due and owing from Seller pursuant to such Customers’ accounts or Purchased Contracts primarily as a result of the transactions contemplated by this Agreement and arising on or prior to the Closing; (b) all Liabilities to the customers set forth on the WIP Schedule; (c) all Liabilities with respect to Taxes that are allocable to Purchaser pursuant to Section 11.2; (d) all Liabilities for failure-to-hire claims against Purchaser by any Transferred Employee set forth on Schedule 8.1 who is not offered employment by Purchaser or Purchaser’s designee; (e) all Liabilities under WARN and similar Laws requiring notice to employees of layoffs arising because Purchaser or Purchaser’s designee failed to offer the Transferred Employees set forth on Schedule 8.1 employment, including in the amounts provided event such failure results in a “mass layoff” or “plant closing” (as defined by WARN); (f) all Liabilities (i) with respect to Taxes arising in connection with the Business or the Purchased Assets for any taxable period or ratable portion thereof beginning after the Closing Date and (ii) for Transfer Taxes; (g) all Liabilities incurred, accrued or arising on or after the Final Closing StatementDate in connection with the conduct or operation of the Business or the use or ownership of the Purchased Assets; and (ivh) all Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified set forth on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities2.3(h).

Assumption of Liabilities. (a) Upon Except as set forth in Section 2 (b) below, CFC shall assume any and subject all liabilities of the Sellers related exclusively to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided set forth in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause clauses (i), (ii) or ), (iii) and (iv) below (collectively, the "Assumed Liabilities"): (i) The obligations of this Section 1.2(a), but only the Sellers under the contracts described in Schedule l(a)(v) and the contracts which are entered into in the ordinary course of the Business and consistent with past practices from the date hereof to the Closing Date to the extent that such contacts are uncompleted and outstanding because, in the amounts provided for on ease of purchase contracts, services have not been rendered to the Final Sellers or products or supplies have not been received by the Sellers, as the case may be, prior to the Closing StatementDate and, in the case of sales contracts, products have nor been shipped by the Sellers prior to the Closing Date; (ii) The obligations of USSC under National Institute of Standards and Technology Cooperative Agreement No. 70NANB7H3065 (referred to as the "NIST Agreement"). (iii) The Buyer will assume no obligations and liabilities, including product liabilities, relating to products manufactured or sold by Purchasers after the date of Closing and relating to the Business. (iv) All other Liabilities whatsoeverliabilities and obligations arising out of or resulting from the conduct of the Business after the date of the Closing. (b) Notwithstanding Accounts and other payables arising out of the terms conduct of Section 1.2(athe Business are specifically not assumed by the Purchasers and will be paid by Sellers when due. (i) To the extent that the assignment of any contract or any other provision of license, permit, approval or qualification issued or to be issued by any government or agency or instrumentality thereof relating to the Business or the Purchased Assets including, without limitation, the Permits (defined below) to be assigned to the CFC or Alexion pursuant to this Agreement to shall require the contraryconsent of any other party, the Buyer this Agreement shall not assume or become responsible forconstitute a contract to assign the same if an attempted assignment would constitute a breach thereof. The Sellers shall use its reasonable commercial efforts, and the CFC or Alexion shall cooperate where appropriate, to obtain any consent necessary to any such assignment. If any such consent is not obtained, then the Sellers shall remain liable forcooperate with the CFC and Alexion in any reasonable arrangement requested by CFC or Alexion designed to provide to the Purchasers the benefits under any such contract license, all Retained Liabilitiespermit, approval or qualification and the Permits, including the Liabilities specified on Schedule 1.2(b) enforcement of any and all other liabilities rights of the Sellers against the other party thereto arising out of breach or cancellation thereof by such other party or otherwise. (ii) Seller agrees to cooperate to the extent reasonably necessary to obtain approval of an Assignment of Seller's interest in the NIST Agreement to Alexion. This includes, without limitation, executing of any letters requested by Alexion directed to persons or entities designated by Alexion indicating that Sellers will no longer involved in the performance of the NIST Agreement and their respective Affiliates that the performance of its obligations will be undertaken by Alexion. Sellers shall also execute any other letters Alexion reasonably requires to obtain approval of the assignment of the NIST Agreement to Alexion. (d) Obligations of the Sellers relating to the Business but not constituting Assumed assumed by Purchasers herein shall constitute the "Excluded Liabilities", which shall remain the responsibility of the Sellers after the Closing and shall not be obligations of the Purchasers.

Assumption of Liabilities. (a) Upon As of and subject to after the terms and conditions of this AgreementClosing Date, the Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities liabilities and responsibilities (collectively, the “Assumed Liabilities”):), and no others: (ia) the Liabilities specified capital leases set forth on Schedule 1.2(a2.3(a); (b) the trade payables set forth on Schedule 2.3(b); (c) the pending litigation against the Acquired Assets or the Business set forth on Schedule 2.3(c); provided, however, that Buyer shall not assume any pending litigation matter (and the parties shall cause Schedule 2.3(c) to be amended to remove any pending litigation matter) if and to the extent that (i) Buyer has elected, by written notice to Company given at any time prior to the expiration of the Due Diligence Period, to not assume such pending litigation, or (ii) express contractual Buyer and Company are unable to mutually agree upon a dollar value to assign to the liability of Company associated with such pending litigation after good faith negotiations during the Due Diligence Period in accordance with Section 2.6(a)(ii) below; (d) the performance obligations due or of each Seller under all Assumed Contracts, but solely with respect to performance obligations arising after the Closing (other than obligations relating to Retained Liabilities) Date; provided, however, that Buyer shall have assumed substantially all of the Business arising under outstanding Contracts that constitute Acquired Assets are not subject to either (it being understood and agreed thati) any dispute with or adverse claim by any Seller or the other contracting party, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause or (ii) will exclude any amounts due pending or payable as threatened litigation, and provided, further, however that subject to the prior proviso, Buyer shall not assume any Contract (and the parties shall cause Schedule 2.1(h) to be amended to remove any Contract from the list of the Closing under or in respect of Contracts that constitute Acquired Assets); (iiiAssumed Contracts) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only if and to the extent and in the amounts provided for on the Final Closing Statementthat Buyer has elected, by written notice to Company given not less than five (5) Business Days prior to Closing, to not assume such Contract; and (ive) Liabilities (all other than Retained LiabilitiesContracts entered into by any Seller after the date of this Agreement but prior to the Closing which were consented to in writing by Buyer prior to their execution by such Seller. Schedule 2.1(h) which are not included shall be amended prior to the Closing to include all Contracts described in clause (i), (iie) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverabove. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon and subject Subject to the terms and conditions of this Agreementhereof, at Closing the Buyer Parties shall assume and become responsible for, from agree to pay and discharge when due the following liabilities relating to the Assets and existing at or arising on or after the ClosingClosing Date (collectively, only the following Liabilities (the “Assumed Liabilities”): (i) liabilities, obligations and commitments relating exclusively to the Business or the Assets that are (x) reflected on the Audited Balance Sheet or (y) incurred after the date of the Audited Balance Sheet in the ordinary course of business consistent with prior practice and in accordance with the terms of this Agreement, except, in each case, for (A) liabilities related to product liability claims, (B) Environmental Liabilities specified on Schedule 1.2(a)and Costs, (C) liabilities for Taxes, (D ) liabilities in respect of Employees or Seller Benefit Plans except to the extent specifically assumed by Buyer pursuant to Article VI, and (E) intercompany accounts payable which do not represent trade accounts payable; (ii) express contractual performance liabilities, obligations due and commitments (x) arising out of the agreements set forth on Schedule 2.7(a) (or arising after not required to be set forth therein because of the amount involved), but not including any obligation or liability for any breach thereof occurring prior to the Closing Date or (other than obligations relating to Retained Liabilitiesy) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(alisted on Schedule 1.3(a)(ii), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets);; and (iii) Liabilities expressly liabilities in respect of Transferred Employees to the extent specifically assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverArticle VI. (b) Notwithstanding At Closing, Buyer shall, or shall cause one of the terms of Section 1.2(aBuyer Parties to, assume the Assumed Liabilities by executing and delivering to Seller an assumption agreement in a form reasonably satisfactory to Seller (the “Assumption Agreement”) or any other provision of this Agreement to shall assume the contrary, foreign Assumed Liabilities in accordance with the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed LiabilitiesForeign Acquisition Agreement.

Assumption of Liabilities. (a) Upon the terms and subject to the terms and conditions of set forth in this Agreement, as of the Signing Date (but subject to the consummation of the Closing), Buyer shall assume assume, and become responsible for, from and after the Closing, only Buyer shall pay, discharge when due, and perform, all of the following Liabilities of Seller Group, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): 2.4.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business from and after the Signing Date; 2.4.2. All Liabilities with respect to the Transferred Employees, including, without limitation, (i) all past obligations of the Liabilities specified on Schedule 1.2(a); Seller toward the Transferred Employees; (ii) express contractual performance all ongoing obligations due toward the Transferred Employees following their transfer to the Buyer; and (iii) all Claims of the Transferred Employees arising from their employment with the Seller, as of the Signing Date; 2.4.3. All Liabilities, other than trade accounts payable and accrued expenses of the Seller Group, whether fixed, contingent or arising otherwise of Seller Group, under all Assigned Contracts, accruing from and after the Closing (Signing Date; 2.4.4. All Liabilities attributable to the Acquired Assets with the exception of the Excluded Liabilities; and 2.4.5. All other than obligations relating Liabilities related to Retained Liabilities) the conduct of the Business arising under Contracts that constitute Acquired Assets and reflected in the Closing Balance Sheet (it being understood and agreed that, except as provided in clause (iv) subject to updates resulting from the ordinary course of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as the Business following the date of the Closing under or in respect of Contracts that constitute Acquired AssetsBalance Sheet and until the Closing Date); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon On the terms and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after effective as of the Closing, only Purchaser assumes and agrees to pay, perform and discharge when due, and to indemnify Seller and its Affiliates against and hold them harmless from, the following Liabilities obligations and liabilities of Seller of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whenever arising, whether or not accrued, that are described below (collectively, the “"Assumed Liabilities”"): (i) the Liabilities specified on Schedule 1.2(a)obligations and liabilities, or reserves therefor, to the extent reflected in the Closing Date Balance Sheet, including without limitation amounts due to Seller or any of its subsidiaries as of the Closing Date arising out of or relating to the provision of finishing services to the Ack-Ti Division and transportation services to the Mastercraft Group prior to the Closing Date; (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any all amounts due from Seller or payable any of its Affiliates (A) to Employees who are employed by Seller as of the Closing Date (or on temporary leave or disability) ("Closing Date Employees") under any of the Employee Plans or arrangements listed on Schedule 2.1.12 (excluding those Employee Plans marked with an asterisk thereon), the parties hereby acknowledging, however, that (1) except and only to the extent provided in respect Sections 6.1.1-6.1.7, nothing in this Section 1.3(a)(ii) will require Purchaser to continue any Employee Plan or arrangement listed on Schedule 2.1.12 that is not an Assumed Contract after the Closing and (2) accordingly, Purchaser's obligations under this Section 1.3(a)(ii)(A) will apply only to events or periods occurring or, in the case of Contracts that constitute Acquired Assets)a continuing event (such as, for example, a hospitalization) commencing, prior to or on the Closing Date, (B) for severance or termination pay or benefits to any sales representative referred to on Schedule 2.1.12 or to any Closing Date Employee pursuant to the severance letters referred to in Exhibit A to Schedule 2.1.12, the severance policy referred to in Exhibit B of Schedule 2.1.12, any Assumed Contract or applicable Law arising out of (1) the termination (actual, constructive or, under certain of such severance letters, for "Good Reason" or without "cause") of any such sales representative or Closing Date Employee on or after the Closing or (2) the consummation of the transactions contemplated hereby, (C) for post-retirement health benefits to Closing Date Employees, and (D) for claims under worker's compensation Laws made by Closing Date Employees on or after the Closing Date; (iii) Liabilities expressly the obligations and liabilities relating to, resulting from or arising out of any matter listed or described on any of Schedules 2.1.7, 2.1.9 and 2.1.10 (a) or not so listed or described by reason of any dollar, time or other exclusion or exception in any representation or warranty in the corresponding Section in Article II; (iv) the obligations and liabilities of Seller under the executory portion of Assumed Contracts; (v) the obligations and liabilities of Seller, if any, (A) for personal injury in respect of any and all Products manufactured by Purchaser or any of its Affiliates after the Closing and (B) for Product return, warranty or similar liabilities or obligations in respect of any and all Products manufactured or sold by Seller, Purchaser or any of their respective Affiliates prior to, on or after the Closing Date (including without limitation obligations and liabilities for refunds, adjustments, allowances, damages, repairs, exchanges and returns; (vi) the obligations and liabilities arising out of Purchaser's conduct of the Business after the Closing Date; (vii) the obligations and liabilities assumed by the Buyer pursuant to Section 4.6 of this AgreementPurchaser or Parent under Sections 6.1.1, but only to the extent 6.1.2 and in the amounts provided for on the Final Closing Statement6.2.4; and (ivviii) the obligations and liabilities for any legal, accounting, travel, printing or other expenses incurred on behalf of Purchaser or any of its Affiliates in connection with the transactions contemplated by this Agreement or the financing thereof. The provisions of Sections 1.3(a)(i)-(viii) are independent, with the result that any limitation in any such provision thereof will not apply to any other provision thereof. All Persons having any right in respect of any Assumed Liabilities (are intended third-party beneficiaries of Purchaser's obligations under this Section 1.3(a) Notwithstanding any other than Retained Liabilities) which are not included provision hereof or of applicable Law to the contrary, the parties' respective obligations under any covenant in clause (ithis Agreement, including without limitation Purchaser's obligations under this Section 1.3(a), (ii) will not be subject to offset or (iii) reduction or otherwise affected by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Section 1.2(a), but only Agreement or any document contemplated by or delivered in connection herewith or any right or alleged right to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no indemnification hereunder or thereunder or any other Liabilities matter whatsoever. (b) Notwithstanding anything to the terms contrary contained herein, but subject to Section 1.3(c), Purchaser will not assume or otherwise become liable for, and as between Purchaser and Seller, Seller will retain and remain responsible for and pay in accordance with their respective terms, the obligations and liabilities of Seller of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whenever arising, whether or not accrued, that are described below (collectively, the "Excluded Liabilities"): (i) the obligations or liabilities of Seller to the extent attributable to any of the Excluded Assets, including without limitation the total amounts of checks issued by Seller, Ack-Ti, ▇▇▇▇▇▇▇▇ or any Affiliate thereof that have not been presented for payment to Seller's bank disbursement account prior to the Closing Date (the amount thereof, the "Negative Cash Amount"); (ii) the obligations or liabilities of Seller (A) under any Employee Plans marked with an asterisk on Schedule 2.1.12 except to the extent assumed by Purchaser pursuant to Section 1.2(a1.3(a)(ii)(B) or (C), (B) referred to in the second paragraph of Note 2(c) to the Financial Statements to provide post-retirement health benefits to individuals formerly employed in the Business and not so employed as of immediately prior to the Closing (unless on temporary leave or disability), and (C) referred to in Note 2(d) to the Financial Statements under worker's compensation Laws in respect of claims made prior to the Closing Date; (iii) the obligations or liabilities of Seller that are not Assumed Liabilities, including without limitation arising out of any Environmental Condition to the extent existing prior to the Closing Date; (iv) the obligations or liabilities of Seller of a type that would be reflected (on a net basis or otherwise) on a combined balance sheet of the Mastercraft Group prepared on a basis consistent with the Balance Sheet as "Investments and Advances from ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Products Co.", and any other accounts due to Seller or any of its subsidiaries without reduction or increase, as the case may be, of such accounts for (A) amounts due to Seller or any of its Affiliates as of the Closing Date arising out of or relating to the provision of finishing services to the Ack-Ti Division and transportation services to the Mastercraft Group prior to the Closing Date or (B) amounts due from Seller or any of its Affiliates as of the Closing Date arising out of or relating to the supply of yarn or the provision of commission weaving services to Seller or any of its Affiliates by the Mastercraft Group prior to the Closing Date; (v) the obligations or liabilities retained by Seller under Section 6.1.3 or 6.2.4; (vi) the obligations or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by Seller or any of its Affiliates in connection with the transactions contemplated by this Agreement; and (vii) the obligations or liabilities of Seller or Ack- Ti under the Contracts listed on Schedule 1.3(b)(vii) (the "Excluded Contracts"). (c) Notwithstanding any other provision hereof, effective as of the seventh anniversary of the Closing Date, all Excluded Liabilities involving claims for personal injury or damage to property relating to, resulting from or arising out of the conduct of the Business at any time, other than (i) any of such Excluded Liabilities as to which Purchaser has theretofore made a claim for indemnification in accordance with this Agreement and (ii) any of such Excluded Liabilities relating to any Environmental Condition existing on or prior to the contraryClosing Date, the Buyer shall not assume or will, without further action, become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon On the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, Purchaser assumes only the following Liabilities liabilities of the Selling Parties (collectively, the “Assumed Liabilities”): (ia) all Liabilities of Sellers under the Liabilities specified Purchased Contracts that arise out of or relate to the period from and after the Closing Date; (b) all trade accounts payable and accrued expenses (including payroll, Taxes related to payroll, sales commissions, bonuses, and similar payments, in each case accrued through the Closing Date) of Sellers that were both incurred in the Ordinary Course of Business and are listed on Schedule 1.2(a2.3(b); provided that, for clarification, all such accrued expenses payable to Employees will be paid by Purchaser to Sellers, and then paid to Employees through Sellers’ payroll system in accordance with the Transition Services Agreement; (c) all Liabilities of Sellers under each of the Real Property Leases that arise out of or relate to the period from and after the Closing Date; (d) all Liabilities of the Member under each of the Permits, bonds and guarantees listed on Schedule 2.3(d) (in each case that are not terminated, released or replaced at or before Closing by Purchaser) that arise out of or relate to the period from and after the Closing Date; (e) all Liabilities in respect of any pending or threatened Legal Proceeding set forth Schedule 2.3(e); (iif) express contractual performance obligations due all Liabilities in respect of any workers’ compensation claims against Sellers that relate to the period commencing on February 14, 2012 and ending on February 13, 2013, irrespective of whether such claims are made prior to or arising after the Closing; (g) all Liabilities of Sellers under each of the Vehicle Leases that arise out of or relate to the period from and after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing StatementDate; and (ivh) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverUnpresented Checks. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this AgreementExcept as otherwise provided in Section 9.4 or 9.5 or elsewhere herein, the Buyer shall assume and become responsible forPurchaser agrees that, from effective on and after the ClosingClosing Date, only the following Liabilities (Company and its Subsidiaries shall have all liability and responsibility with respect to the “Assumed Liabilities”): Transferred Employees and Seller shall not retain any, and shall not be deemed to have retained any, of such liabilities and responsibilities. With respect to Transferred Employees, and except to the extent provided in Section 9.6(a), Seller shall retain those obligations and liabilities relating to or arising under any Employee Plan or Benefit Arrangement that are attributable to benefits accrued or otherwise payable on or prior to the Closing Date and are not accrued as a liability on the Closing Balance Sheet and that either (i) are with respect to an Employee Plan or Benefit Arrangement set forth in Section 9.9 of the Liabilities specified on Disclosure Schedule 1.2(a); or (ii) express contractual performance obligations due arise from claims, including claims challenging the administration, interpretation, or arising after statutory or regulatory compliance of an Employee Plan or Benefit Arrangement, that are not routine claims for benefits in the ordinary course of operation of the Employee Plan or Benefit Arrangement. Except to the extent provided in the preceding sentence or in Section 9.4 or 9.5, Purchaser shall, as of the Closing (other than Date, assume all obligations relating to Retained Liabilities) and liabilities of the Business arising Seller and any of its Affiliates in respect of Transferred Employees under Contracts that constitute Acquired Assets (it being understood each Employee Plan and agreed Benefit Arrangement; provided that, except as provided in clause (iv) Section 9.6 or 9.7, nothing contained herein shall constitute a commitment or obligation on the part of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude Purchaser to continue any amounts due such Employee Plan or payable as of Benefit Arrangement after the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverDate. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon Except as provided in Section 1.3(b), the Purchaser shall purchase and subject take the Assets free and clear of all liens, claims, charges, encumbrances, security interests, equities, restrictions on use, liabilities, obligations, expenses and debts ("liabilities"), known and unknown, whether absolute, contingent, accrued or otherwise, including, but not limited to, those liabilities set forth in Schedule 1.3(a). --------------- (b) Notwithstanding anything to the terms and conditions of this Agreementcontrary contained in Section 1.3(a), the Buyer Purchaser shall assume assume, perform and become responsible for, hold each Seller harmless from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): (i) the Liabilities specified those liabilities set forth on Schedule 1.2(a); (ii1.3(b) express contractual performance obligations due or arising after the Closing (other than obligations relating such liabilities as --------------- are payable on or before the date hereof or as to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided which any Seller is then in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreementdefault, but only to the extent and that such liability relates to such default). (c) The Purchaser shall have the right, but not the obligation, to perform any obligation of the Shareholder or any Seller if the Purchaser, in its reasonable discretion, determines that the amounts provided for failure to perform such obligation could have a material adverse effect on the Final Closing StatementAssets or the business of the Purchaser associated therewith; and provided, however, that before the Purchaser -------- shall perform any such obligation it first shall notify such Seller or the Shareholder in writing of its intention to do so and shall give such Seller or the Shareholder ten (iv10) Liabilities (other than Retained Liabilities) which are not included in clause days to cure or contest such failure. The Purchaser shall have the right (i), ) to set off any such cost against any portion of the Purchase Price then payable or (ii) or (iii) of to demand that Sellers and the Shareholder reimburse the Purchaser therefor promptly on demand, and Sellers and the Shareholder, jointly and severally, shall do so. The Purchaser's rights under this Section 1.2(a), but only 1.3(c) shall be in addition to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision rights or remedies of the Purchaser under this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilitiesapplicable law.

Assumption of Liabilities. (a) Upon Except as expressly provided in this Section 4.04, Buyer shall not assume any claims, liabilities or obligations of Seller. As the sole exception to the foregoing, upon the terms and subject to the terms and conditions of this Agreement, Buyer agrees, effective as of the Buyer shall Closing Date, to assume and become responsible for, from and after the Closing, only the following Liabilities liabilities (the “Assumed Liabilities”): (a) all liabilities and obligations of Seller arising under the Assumed Contracts, to the extent such liabilities and obligations: (i) are set forth in such Assumed Contract, (ii) are not required to be performed on or prior to the Liabilities specified Closing Date, (iii) accrue and relate to the operations of the Business subsequent to the Closing Date, and (iv) are not attributable to any failure by Seller to comply with the terms thereof; (b) the accounts payable and other liabilities set forth on Schedule 1.2(a4.04(b) of the Disclosure Letter, together with accounts payable incurred by the Seller in the ordinary course of business during the Interim Period which are: (i) incurred with the consent of Buyer as contemplated by Section 7.01; or (ii) below those dollar thresholds which would require the consent of Buyer pursuant to Section 7.01; (c) all liabilities related to the Transferred Employees (including but not limited to accrued holidays and vacation and Contingent Commission); (iid) express contractual performance obligations due or arising after the Closing (other than obligations all liabilities relating to Retained Liabilities) Government Authorizations that are assigned to Buyer that accrue and relate to the operations of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of subsequent to the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed Date and are not attributable to any failure by Seller to comply with the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statementterms thereof; and (ive) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iiiall liabilities and obligations expressly set forth on Schedule 4.04(f) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverDisclosure Letter. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon On and subject to the terms and conditions of this Agreement, as of and after the Effective Time (as defined in Section 5.1), Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities liabilities and obligations (the “Assumed Liabilities”):): (i) all trade payables and accrued expenses existing as of the Effective Time to the extent such liabilities are incurred in the ordinary course but excluding any contingent liabilities or liabilities of the type described in Section 1.4(b), (ii) all contractual liabilities of Seller under the Contracts assigned to Buyer and listed on Schedule 1.4(c) and any Contracts entered into after the date of this Agreement in the ordinary course of business of Seller to the extent such Contracts are disclosed to Buyer in an update to Schedule 1.4(c) at least two (2) days prior to Closing and accepted by Buyer in writing (the “Assumed Contracts”) but only with respect to performance obligations arising after the Effective Time, (iii) all liabilities and obligations under the Employee Benefit Plans (as defined in Section 2.14) set forth on Schedule 1.4(a), but only with respect to liabilities and obligations that accrue after the Effective Time, and (iv) all liabilities and obligations under any and all product or service warranties furnished to Seller’s customers with respect to goods and products sold or services provided to such customers on or prior to the Closing Date (“Warranty Claims”). (b) Except as expressly provided in Section 1.4(a) above, Buyer shall not assume or be liable for any other liabilities, obligations or duties of Seller. Without limiting the preceding sentence, Buyer will not assume or be responsible for any of the following: (i) the Liabilities specified on Schedule 1.2(a)any liability of Seller or Parent for Taxes; (ii) express contractual performance obligations due or arising after the Closing (other than accounts payable owing to CLE or B&B Roadway, any liability of Seller with respect to accounts payable or accrued expenses or other obligations relating that are subject to Retained Liabilitiesa payment plan, are past due by more than ninety (90) of days or have otherwise been written off (the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets“Excluded Payables”); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 any liability associated with or arising out of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; andany Excluded Asset; (iv) Liabilities any liability of Seller to indemnify any natural person, corporation, partnership, association, trust, business trust, limited liability company, joint venture organization, whether or not a legal entity, or a Governmental Authority or other entity(collectively, a “Person”), unless such indemnity is set forth in the Assumed Contracts; (v) any claims or pending or threatened litigation against Seller, the Acquired Assets or the Business relating to events occurring prior to the Closing Date regardless of when such claims are asserted or such litigation or proceedings commenced; (vi) other than Retained Liabilitiesaccounts payable owing to CLE or B&B Roadway, any liability of Seller relating to intercompany obligations or other obligations between Seller and Parent or any other Affiliate of Seller; (vii) which are not included any liability of Seller for costs and expenses incurred in clause connection with the transactions contemplated by this Agreement; (i)viii) indebtedness for borrowed money, capital lease obligations, deferred purchase price of property or services or other interest bearing obligations of Seller or any guarantee by Seller of any of the foregoing, except with respect to Permitted Liens; (ix) accrued workers’ compensation and medical insurance liabilities for any period prior to the Effective Time; (x) except as provided in clauses (ii) or and (iii) of this Section 1.2(a1.4(a) above, any liability or obligation under any Employee Benefit Plan (as defined in Section 2.14), but only ; (xi) any liability of Seller under any Contract that is not an Assumed Contract; (xii) liabilities to any Governmental Authority except with respect to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no Assumed Contracts; (xiii) tort liabilities of Seller; (xiv) criminal claims against Seller; (xv) any other Liabilities whatsoeverliabilities of Seller not expressly assumed hereunder; or (xvi) any liability of Seller under this Agreement. (bc) Notwithstanding To the extent that after Closing an Excluded Payable is owed to a current vendor of Buyer and such vendor threatens to either cease supplying products to Buyer or to materially change the payment terms of Section 1.2(a) or any other provision of this Agreement applicable to such vendor unless the contraryapplicable Excluded Payable is paid current, the Buyer shall not assume have the right to pay such Excluded Payable on behalf of Seller and obtain reimbursement against Seller or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilitiesas provided in Section 6.7(e).

Assumption of Liabilities. Subject to Seller having completed the transactions contemplated by Section 7.18 of the Agreement pursuant to paragraph 11 of this Amendment and effective as of the completion of such transactions: (a) Upon the first sentence of Section 2.3 of the Purchase Agreement shall be deleted in its entirety and replaced with the following: “On the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer shall assume and become responsible for, from and after at the Closing, only Purchaser and KPL NGL shall jointly and severally assume, effective as of the following Effective Time, and shall timely perform and discharge in accordance with their respective terms, all Liabilities arising under, related to, or in connection with, the Business or the Purchased Assets whether arising on, before or after the Closing Date, other than the Retained Liabilities (collectively, the “Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of including the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained following Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever.:” (b) Notwithstanding Section 2.3(d) of the terms of Purchase Agreement shall be deleted in its entirety and replaced with the following: “except as set forth in Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for2.4(b), all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) transfer Taxes and all other liabilities Taxes applicable to the transfer of the Sellers Purchased Assets or the transfer of the Equity Interests and their respective Affiliates all Taxes imposed upon or arising from the Purchased Assets or the Equity Interests, including but not constituting Assumed Liabilities.limited to all ad valorem, property and similar Taxes;” (c) Section 2.3(f) of the Purchase Agreement shall be deleted in its entirety and replaced with the following: “all other Liabilities with respect to the Business, the Purchased Assets, the Equity Interests or the Transferred Employees; and”

Assumption of Liabilities. (a) Upon and subject Subject to the terms and conditions set forth herein (provided, however, that upon the consummation of this Agreementthe transactions herein contemplated, the terms and conditions set forth herein shall be deemed to have been met), at the Closing, the Buyer or its designee shall assume (i) up to $75,000 of the Sellers' current trade payables and accrued expenses (including payroll expenses) as of the Closing Date pertaining to the eWatch Business and incurred in the ordinary course of business all as set forth on Schedule 2.3, and (ii) all monetary and non-monetary obligations of the Sellers required to be performed after the Closing Date under the Subscriber Agreements, as well as the Advertising Agreements, Reseller Agreements and Technology Licenses set forth in Schedule 3.4(a), 3.4(b), 3.4(c), 3.4(d) and other Contracts including those set forth in Schedule 3.4(e) (collectively, the "ASSUMED LIABILITIES"). The Sellers acknowledge that they shall remain liable for all other monetary and non-monetary obligations under any Contract not specifically included in the Assumed Liabilities; provided that if any Contract has been inadvertently excluded from the aforementioned Schedules, the Buyer shall assume be entitled to the benefits of such Contract so long as it agrees to accept the monetary and become responsible for, from and non-monetary obligations of the Sellers under such Contract required to be performed after the Closing, only date from which the following Liabilities (Buyer begins to receive the “benefits thereof. Except for the Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not incur or assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities any of the Sellers and their respective Affiliates Sellers' liabilities or obligations of any kind or nature whatsoever, whether known or unknown, liquidated or contingent, with respect to the Assets, the eWatch Business or otherwise. Without limiting the generality of the foregoing, Buyer shall not constituting Assumed Liabilities.assume the following liabilities (the "EXCLUDED LIABILITIES"):

Assumption of Liabilities. (a) Upon the terms and subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities liabilities and obligations of Seller (the “Assumed Liabilities”): ): (a) all liabilities reflected on the January Balance Sheet and existing on the Closing Date, other than Excluded Liabilities; (b) any payables of Seller for goods and services incurred subsequent to the date of the January Balance Sheet but prior to the Closing Date that are outstanding on the Closing Date incurred in the ordinary course of business and consistent in kind and amount with those payables set forth on the January Balance Sheet; (c) any indebtedness of Seller to Skynet or Zylonet; and (d) all liabilities and obligations of Seller arising from and after the Closing Date, under the Contracts other than (i) Contracts as to which (A) a Seller Consent was required but was not obtained, except if Seller notifies Buyer that Seller Consent has not been obtained and, notwithstanding such notification, Buyer desires to, and effectively does, assume the Liabilities specified on Schedule 1.2(aContract, or (B) any party is in default (whether with or without the passage of time or the giving of notice or both) or breach as of the Closing Date (a “Defaulted Contract”); , and (ii) express contractual performance liabilities or obligations due or arising after attributable to (A) any failure by Seller to comply with the terms thereof prior to the Closing Date or (other than obligations relating to Retained LiabilitiesB) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as specifically provided in clause clauses (iva) and (b) of this Section 1.2(a)2.3, Assumed Liabilities described in this clause (ii) will exclude any amounts due materials, equipment or payable as of space purchased, leased or otherwise provided or services rendered prior to the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Date. If Seller notifies Buyer pursuant to Section 4.6 of this Agreement, but only prior to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i)that any Contract is a Defaulted Contract, (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the then Buyer shall have the option whether or not to assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other any liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilitiesassociated with such Defaulted Contract.

Assumption of Liabilities. (a) Upon On and subject to the terms and conditions of this Agreement, the Buyer shall agrees to assume and become responsible forfor all of the "Assumed Liabilities" (as hereinafter defined) at the Closing. The Buyer will not assume or have any responsibility, from and however, with respect to any other obligation or liability of the Seller not included within the definition of Assumed Liabilities. For purposes of this Agreement, "Assumed Liabilities" means (a) all liabilities of the Seller attributable to the Assets which may arise after the ClosingClosing Date in the ordinary course of business (other than any liability resulting from, only arising out of, relating to, in the following Liabilities nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law, or environmental matter, including without limitation those arising under environmental, health, and safety requirements); (b) all obligations of the “Assumed Liabilities”): Seller under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Assets either (i) to furnish goods, services, and other non-cash benefits to another party after the Liabilities specified on Schedule 1.2(a); Closing Date or (ii) express contractual performance obligations due or arising to pay for goods, services, and other non-cash benefits that another party will furnish to it after the Closing Date; and (other than c) all obligations relating to Retained Liabilitiesof Seller with Southwestern ▇▇▇▇ Telephone Co. for the Frame Relay circuit between Bartlesville and Tulsa and for the three (3) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed thatincoming digital T-1 trunk lines, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable prorated as of the Closing under or in respect Date with the Seller remaining obligated for such obligations that are incurred before and as of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Closing Date and the Buyer pursuant to Section 4.6 of this Agreementassuming such obligations that are incurred after the Closing Date; PROVIDED, but only to HOWEVER, that the extent and in the amounts provided for on the Final Closing Statement; and (iv) Assumed Liabilities (other than Retained Liabilities) which are shall not included in clause include (i)) any liability of the Seller for taxes, (ii) any obligation of the Seller to indemnify any person (including any of the Seller's stockholders) by reason of the fact that such person was a manager, officer, employee, or agent of the Seller or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, articles of association, operating agreement, agreement, or otherwise), (iii) any liability of this Section 1.2(a), but only to the extent Seller for costs and expenses incurred in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of connection with this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable fortransactions contemplated hereby, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(bor (iv) and all other liabilities any liability or obligation of the Sellers and their respective Affiliates not constituting Assumed LiabilitiesSeller under this Agreement.

Assumption of Liabilities. (a) Upon On the Closing Date, Buyer shall execute and subject deliver to Seller the terms and conditions of this Agreement, the Assignment And Assumption Agreement pursuant to which Buyer shall assume and agree to perform and discharge the following with respect to the Systems as they become responsible for, due for all periods from and after the ClosingEffective Time, only to the following Liabilities extent not theretofore performed or discharged (the “"Assumed Liabilities”"): (a) All obligations of Seller attributable and relating to the period after the Effective Time under all Franchises, Necessary Contracts, Material Agreements, and all such other leases, contracts and agreements in existence on the Closing Date as are set forth on Schedules 2.1(C), 5.7(A), 5.7(B) and 5.8(A) hereto, or which are not required to be set forth under the provisions of Section 5.8 because such leases, contracts, or other agreements are DeMinimis Agreements; provided, however, that Seller shall have paid or discharged, and Buyer shall not be liable for, any cure payment required to be made in connection with the assumption and assignment of any such agreement under section 365 of the Bankruptcy Code or any other amount attributable and relating to the period prior to the Effective Time; (b) The obligation of Seller and its assigns to provide free, discounted or reduced price CATV services to (i) the Liabilities specified those Persons identified on Schedule 1.2(a3.3(B) hereto, (ii) those Persons as required pursuant to any Franchise, and (iii) those Persons where such service can be terminated by Buyer upon not more than 90 days notice (the above obligations being herein collectively referred to as "Free Service"); (iic) express contractual performance All obligations due or of Seller arising after out of customer prepayments and converter deposits and all accrued and unpaid expenses and liabilities to the Closing (other than obligations relating extent an adjustment to Retained Liabilitiesthe Purchase Price in favor of Buyer is made pursuant to Section 3.4(a)(ii) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets3.4(c); (iiid) Liabilities expressly assumed by All obligations of Seller for any and all state and local sales or transfer taxes payable in connection with Seller's sale and transfer of the Assets to Buyer; (e) All obligations of Seller under the ▇▇▇▇▇▇▇ Agreement to the extent an adjustment to the Purchase Price in favor of Buyer is made pursuant to Section 4.6 3.4(a)(iv); and (f) All obligations of this AgreementSeller for its ordinary course payables and other ordinary course obligations accrued or outstanding on the Closing Date, but only to the extent and an adjustment to the Purchase Price is made in the amounts provided favor of Buyer pursuant to Section 3.4(g). Buyer shall not be liable for on the Final Closing Statement; and (iv) Liabilities (any liabilities, contracts, agreements or other than Retained Liabilities) obligations of Seller which are not included specifically assumed hereunder, and Seller shall indemnify Buyer against all such liabilities, contracts, agreements and other obligations in clause (i), (ii) or (iii) of this Section 1.2(a), but only to accordance with the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms provisions of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities15.1.

Assumption of Liabilities. (a) Upon and subject Subject to the terms and conditions of this Agreement, the Buyer shall hereby agrees to assume and become responsible for, from and after the Closing, only the following Liabilities liabilities and obligations (collectively, the “Assumed Liabilities”): (ia) all current liabilities of Seller specifically included in Net Working Capital in the Liabilities specified amount reflected on Schedule 1.2(athe Final Net Working Capital Statement (up to a maximum of the Estimated Working Capital Differential); provided, however, that, to the extent any such current liability was not included in the Estimated Net Working Capital (a “New Liability”), it will only be assumed if such New Liability was incurred by Seller in the ordinary course of business consistent with past practice; (iib) express contractual performance the obligations due or arising after of Seller under the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for set forth on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(aSchedule 1.1(a)(ii), but only to the extent such obligations (i) are specifically included in Net Working Capital, and only the amount stated in the amounts provided for Final Net Working Capital Statement, or arise after the Closing Date, (ii) do not arise from or relate to any breach by Seller of any such Contracts, (iii) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever.Date that, with notice or lapse of time, would constitute or result in a breach by Seller of any such Contracts and (iv) are ascertainable (in nature and amount) solely by reference to the express terms of such Contracts; (bc) Notwithstanding all liabilities and obligations arising from Buyer’s operation of the terms Assets or the Business, in each case after the Closing Date; and (d) one-half of Section 1.2(a) or the amount of any other provision of this Agreement Transfer Taxes payable with respect to the contrary, the Buyer shall not assume or become responsible for, sale and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities purchase of the Sellers and their respective Affiliates not constituting Assumed LiabilitiesAssets.

Assumption of Liabilities. (a) Upon Subject to and subject to upon the terms and conditions of this Agreement, effective as of the Buyer shall Closing Date, Purchaser agrees to assume from Seller and become responsible forto thereafter pay, from and after the Closing, perform and/or otherwise discharge in a timely manner only the following Liabilities of Seller (the “Assumed Liabilities”): ): (i) Liabilities arising from, or incurred in connection with, any performance, payment, breach or default of any Assumed Contracts, in connection with the Liabilities specified ownership and operation of the Purchased Assets and or otherwise to the extent related to the Business, in each case to the extent occurring (or arising from facts and/or activities occurring) on Schedule 1.2(a); or after the Closing Date, (ii) express contractual performance obligations due or arising after any sales Taxes associated with the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed thatAccounts Receivable, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by arising from Assumed Leases after the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent Closing Date and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) arising on or (iii) of this Section 1.2(a), but only after the Closing Date related to Identified Employees hired by Purchaser on or after the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverClosing. (b) Notwithstanding the terms of Section 1.2(a) Nothing herein shall be deemed to deprive Purchaser or any other provision Affiliate of this Agreement Purchaser, as applicable, of any defenses, set-offs or counterclaims which Seller may have had or which Purchaser or any Affiliate of Purchaser, as applicable, shall have (to the contrary, extent relating to the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Assumed Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities to any of the Sellers Assumed Liabilities (the “Defenses and their respective Affiliates not constituting Assumed LiabilitiesClaims”). Effective as of the Closing, Seller agrees to assign, transfer and convey to Purchaser all Defenses and Claims and agrees to reasonably cooperate with Purchaser to maintain, secure, perfect and enforce such Defenses and Claims, provided that in no event shall Seller be required to take any such action to the extent that (a) any applicable Law or Contract requires Seller to refrain from taking such action or (b) taking such action would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to any related documents or information.

Assumption of Liabilities. (a) Upon and subject to On the terms and conditions of this AgreementClosing Date, the Buyer shall assume and become responsible for, from agree to pay and after the Closing, perform only the following Liabilities liabilities and obligations (collectively, the “Assumed Liabilities”): (i) 2.3.1 The obligations of Seller arising under the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising Assigned Contracts after the Closing (Date, other than the obligations relating arising from any breach of an Assigned Contract by Seller on or prior to Retained Liabilities) of the Business arising Closing Date or from Seller’s failure to pay any accounts payable outstanding under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable an Assigned Contract as of the Closing Date that are not assumed by Buyer pursuant to Section 2.3.5; 2.3.2 All liabilities and obligations of Seller under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only Permits to the extent related to the period following the Closing Date; 2.3.3 All returns of Products following the Closing Date with respect to Products sold or otherwise distributed prior to the Closing Date (i) from Wal-Mart which are returned solely as a result of Buyer, directly or indirectly, selling the Products to Wal-Mart during the [*] and in (ii) from any other customer of Seller which are returned solely as a result of Buyer, directly or indirectly, selling the amounts provided Products to such other customer during the [*] for on the Final Closing Statementa list price [*]; and (iv) Liabilities 2.3.4 All warranty claims (other than Retained Liabilities) product liability claims, which are not included in clause (i)governed by Section 2.3.5) arising from or related to Products sold or otherwise distributed by or on behalf of Buyer after the Closing Date; 2.3.5 Any product liability claims arising from or related to Products manufactured, (ii) sold or (iii) otherwise distributed by or on behalf of this Section 1.2(a), but only Buyer after the Closing Date; and 2.3.6 The obligations of Seller with respect to the sales promotions identified on Schedule 3.6.2 to the extent and they are in the amounts provided for effect on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverDate or cover periods following the Closing Date. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. Buyer shall assume, pay, perform in accordance with their terms or otherwise satisfy, as of the Closing Date: (a) Upon all liabilities incurred by Seller in the ordinary course of conducting the Business that are disclosed in the balance sheet of Buyer dated as of June 30, 1997 attached hereto as Exhibit A (the "Balance Sheet") that continue to exist on the Closing Date, excluding (i) all interest-bearing debt incurred by Seller, and subject (ii) any asserted or unasserted claims against Seller arising from the sale of its products prior to the Closing; (b) all liabilities of the type disclosed in the Balance Sheet that are incurred by Seller in the ordinary course of conducting the Business, consistent with the terms and conditions provisions of this Agreement, subsequent to the Buyer shall assume date of the Balance Sheet and become responsible forprior to the Closing Date that continue to exist on the Closing Date, excluding (i) any interest-bearing debt incurred prior to the Closing Date, (ii) Taxes (as defined in Section 4.12(e) hereof) incurred prior to the Closing Date, (iii) any asserted or unasserted claims against Seller arising from and after the sale of its products prior to the Closing, only and (iv) any liability for breach of contract, breach of warranty, tort, infringement, claim or lawsuit arising from the following Liabilities (Business or the “Assumed Liabilities”): (i) actions or inactions of Seller prior to the Liabilities specified on Schedule 1.2(a)Closing Date; (iic) express contractual performance Seller's obligations due or arising after under the Closing (other than obligations relating leases, agreements, contracts, arrangements and licenses assigned to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement8.01(c) hereof; and (ivd) Liabilities Seller's obligations under the Rowe ▇▇▇loyment Agreement (other than Retained Liabilities) which are not included in clause (i)as defined in, (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeveraccordance with, Section 2.03 hereof). (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon and subject to At the terms and conditions of this AgreementClosing, the Buyer shall assume execute and become responsible for, from and after the Closing, only the following deliver an Instrument of Assumption of Liabilities (the “"Asset Instrument of Assumption") substantially in the form attached hereto as Exhibit B-1, pursuant to which it shall assume and agree to perform, pay and discharge the following liabilities, obligations and commitments of each of the Sellers (the "Assumed Liabilities”"): i. All trade accounts payable reflected on the balance sheet of such Seller as of December 31, 1996 previously delivered to the Buyer (ithe "Current Balance Sheet"), less any payments made from December 31, 1996 (the "Balance Sheet Date") to the Liabilities specified on Schedule 1.2(a)Closing Date and less any trade accounts payable of such Seller to any affiliate of such Seller; (ii) express contractual performance . All obligations due or arising of such Seller continuing after the Closing (under the leases, contracts and employee benefit plans set forth on Schedule 1(f) attached hereto which become due and payable after the Closing Date; and iii. All other liabilities and obligations of such Seller specifically set forth in Schedule 1(f) attached hereto. The Buyer shall not at the Closing assume or agree to perform, pay or discharge, and each Seller shall each remain unconditionally liable for, all liabilities, obligations and commitments, fixed or contingent, of such Seller other than obligations relating the Assumed Liabilities. Without limiting the foregoing, any and all liabilities of any Seller arising from environmental laws (including with respect to Retained Liabilitiesthe Covert Landfill) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed thatand, except as provided above, in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant way related to Section 4.6 of this Agreement, but only events prior to the extent and in Closing, shall be the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) sole responsibility of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeversuch Seller. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon the terms and subject to the terms and conditions of this Agreementcontained herein, the Buyer shall assume and become responsible for, from and after at the Closing, only the following Liabilities (the “Assumed Liabilities”): Acquiror agrees to assume (i) the all Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due accruing, arising out of, or arising relating to periods, events or occurrences happening after the Closing Date under (a) the Contracts and Leases identified on Schedule 4.8 as "Assumed Contracts" or "Assumed Leases"; (b) any Contract or Lease not required to be set forth on Schedule 4.8 which (1) is commercially reasonable as to its terms binding Seller, (2) is terminable by Seller within twelve (12) months of Closing, without adverse recourse, (3) is reflected in the Books and Records, (4) was entered into as a result of an arms' length negotiation in the ordinary course of business and (5) would not, together with other than obligations relating to Retained Liabilities) of the Business arising under such Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided described in clause (iv) of this Section 1.2(ab), create a Material Adverse Effect; and (c) under any other Contracts or Leases that are not Assumed Liabilities described Contracts pursuant to the foregoing clauses (a) or (b) which Acquiror elects to accept and assume in this clause its sole discretion (ii) will exclude the "Additional Contracts"), excluding in each case any amounts due Liability for any Default under any Contract or payable as of Lease occurring on or prior to the Closing under Date, and excluding, in each case, any intercompany Contracts of Seller or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i)Business, (ii) or all Balance Sheet Liabilities, and (iii) of this liability for real property, personal property and similar ad valorem taxes specifically apportioned to Acquiror pursuant to Section 1.2(a10.7 hereof (collectively, the "Assumed Liabilities"), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding If Seller discovers an Additional Contract, it shall promptly give Acquiror written notice of such Additional Contract and a copy of such Additional Contract, and Acquiror shall have fifteen (15) days after the terms date it receives such notice to notify Seller whether it elects to assume such Additional Contract in its sole discretion. If Acquiror fails to notify Seller of its intention to assume such Additional Contract during such fifteen (15) day period, Seller may assume that Acquiror does not intend to assume such Additional Contract. If Acquiror discovers an Additional Contract, it may assume such Additional Contract in its sole discretion by giving Seller written notice of its intention to assume such Additional Contract. Any Additional Contracts which Acquiror elects to assume pursuant to this Section 1.2(a2.2(b) or any other provision shall be deemed Assumed Contracts for purposes of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) Assignment and all other liabilities Assumption of the Sellers and their respective Affiliates not constituting Assumed LiabilitiesContract Rights.

Assumption of Liabilities. (a) Upon and subject In addition to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) payment of the Business arising under Contracts that constitute Acquired Assets (it being understood Interim Purchase Price, on and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under Date, the Purchaser shall assume liability for the CDS Payables. On the Closing Date, the Purchaser shall pay to Seller, pursuant to the Seller’s security interests in the Affiliates’ Accounts and the proceeds thereof, all of the CDS Payables. The amounts of the CDS Payables shall be subject to reconciliation and verification by both the Purchaser and the Seller prior to the Closing Date. The Purchaser shall and hereby does indemnify and save harmless the Seller from and against any and all loss, damage or in respect expense, including any claim made by others against the Seller, arising from any of Contracts that constitute Acquired Assets); (iii) Liabilities expressly the foregoing liabilities and obligations to be assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing StatementPurchaser. The Buyer will assume no other Liabilities whatsoeverforegoing indemnification obligation shall survive the Closing. (b) Notwithstanding Except for the terms assumption of Section 1.2(a) the CDS Payables, the Purchaser shall not assume and shall not be responsible for any of the Seller's or the Company's liabilities, debts or obligations, whether present or future, absolutely or contingent and whether or not relating to the Business including, without limitation, those liabilities with respect to notice of termination, severance and other obligations to employees of the Business, for federal, state and local income taxes, employment taxes and property taxes, expenses or costs arising out or relating to this Agreement, the negotiation hereof, and the consummation of transactions contemplated hereby, arising out or relating to any pension plan, profit sharing plan, deferred compensation plan, bonus plan, stock option or purchase plan, or any other provision of this Agreement employee benefit plan. Except as expressly provided with respect to the contraryCDS Payables, nothing contained in this Section 3.4 shall, or shall be deemed to, create any presumption or implication that the Buyer shall not assume Seller has any responsibility or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities liability with respect to any of the Sellers and their respective Affiliates not constituting Assumed Liabilitiesliabilities or obligations described or referred to in this Section 3.4.

Assumption of Liabilities. (a) Upon and subject Subject to the terms limitations set forth in Section 6.1 below, effective upon the Effective Date, Purchaser hereby assumes and conditions agrees to perform, pay and discharge the liabilities of this Agreementthe Company set forth on SCHEDULE 1.4 (collectively, the Buyer shall assume "Listed Liabilities"). Purchaser neither assumes nor agrees to perform, pay or discharge any liabilities not set forth on SCHEDULE 1.4, known or unknown, contingent or fixed or otherwise, including without limitation all liabilities related to the employment and/or termination of personnel, all taxes due and become responsible forall income, from sales, use, withholding and after payroll taxes accrued through the Closing. In addition, following the Closing, only the following Liabilities (the “Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating Company shall remain responsible for preparing and filing any state and federal income tax forms related to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood its business and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude making any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverrelated income tax payments. (b) Notwithstanding Nothing herein shall be deemed to deprive Purchaser of any defenses, set-offs or counterclaims which the terms Company may have had or which Purchaser shall have with respect to any of Section 1.2(a) or any other provision of this Agreement to the contraryobligations, liabilities and commitments reflected in the Assumed Liabilities (the "Defenses and Claims"). Effective at the Effective Date, the Buyer shall not assume or become responsible forCompany hereby transfers, conveys and the Sellers shall remain liable forassigns to Purchaser all Defenses and Claims and agrees to cooperate with Purchaser to maintain, all Retained Liabilitiessecure, perfect and enforce such Defenses and Claims, including the Liabilities specified on Schedule 1.2(bsigning of any documents, the giving of any testimony or the taking of any such other action as is reasonably requested by Purchaser in connection with such Defenses and Claims. (c) Purchaser shall pay all sales, use and all other liabilities transfer taxes, if any, due upon the sale or transfer of the Sellers Assets (the "Transfer Taxes"). The Company and their respective Affiliates not constituting Assumed LiabilitiesPurchaser shall cooperate with each other to the extent reasonably requested and legally permitted to minimize the Transfer Taxes.

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer Purchaser shall assume and agree to perform and discharge as of the Closing the following as they become responsible for, due for all periods from and after the Closing, only to the following Liabilities (the “Assumed Liabilities”): extent not previously performed or discharged: (i) all obligations of the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising Seller which accrue and are to be performed from and after the Closing (x) under those permits, authorizations, licenses, leases, rights of way, easements and other than obligations relating agreements, including, without limitation, agreements with customers and suppliers in existence on the Closing set forth on Schedules 2.01(a) AND (d) attached hereto and (y) under those permits, authorizations, licenses, leases, rights of way, easements, subscriber and other agreements related to Retained Liabilities) the Business which Purchaser on behalf of Seller entered into in accordance with the terms and conditions of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause Management Agreement; (ii) will exclude any amounts due or payable as all other obligations of Seller entered into during the period from the date hereof to the Closing under or by Seller and identified to and consented by Purchaser (all of such permits, authorizations, licenses, leases, rights of way, easements and other agreements referred to in respect of Contracts that constitute Acquired Assetsitems (i) and (ii) being referred to hereinafter as the "Assumed Contracts"); ; and (iii) Liabilities expressly assumed by all liabilities of Seller which are properly allocated to Purchaser as part of the Buyer prorations pursuant to Section 4.6 of this Agreement, but only to 6.01 hereof for which Purchaser received a credit against the extent and in the amounts provided for on the Final Closing Statement; and Purchase Price (iv) Liabilities (other than Retained Liabilities) which are not included in clause such items (i), (ii) or through (iii) of this Section 1.2(aare collectively referred to herein as the "Assumed Liabilities"), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer Purchaser shall not assume be liable for any liabilities, debts, contracts, agreements or become responsible for, and other obligations of Seller or ▇▇▇▇▇▇▇ other than the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon and subject to On the terms and conditions of this AgreementClosing Date, the Buyer shall assume and become responsible for, from agree to pay and after the Closing, perform only the following Liabilities liabilities and obligations (collectively, the “Assumed Liabilities”): (i) 2.3.1 The obligations of Seller arising under the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising Assigned Contracts after the Closing (Date, other than the obligations relating arising from any breach of an Assigned Contract by Seller on or prior to Retained Liabilities) of the Business arising Closing Date or from Seller’s failure to pay any accounts payable outstanding under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable an Assigned Contract as of the Closing Date that are not assumed by Buyer pursuant to Section 2.3.5; 2.3.2 All liabilities and obligations of Seller under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only Permits to the extent related to the period following the Closing Date; 2.3.3 All returns of Products following the Closing Date with respect to Products sold or otherwise distributed prior to the Closing Date (i) from Wal-Mart which are returned solely as a result of Buyer, directly or indirectly, selling the Products to Wal-Mart during the [*] and in (ii) from any other customer of Seller which are returned solely as a result of Buyer, directly * Certain information has been omitted and filed separately with the amounts provided for on Commission. Confidential treatment has been requested with respect to the Final Closing Statementomitted portions. or indirectly, selling the Products to such other customer [*]; and (iv) Liabilities 2.3.4 All warranty claims (other than Retained Liabilities) product liability claims, which are not included in clause (i)governed by Section 2.3.5) arising from or related to Products sold or otherwise distributed by or on behalf of Buyer after the Closing Date; 2.3.5 Any product liability claims arising from or related to Products manufactured, (ii) sold or (iii) otherwise distributed by or on behalf of this Section 1.2(a), but only Buyer after the Closing Date; and 2.3.6 The obligations of Seller with respect to the sales promotions identified on Schedule 3.6.2 to the extent and they are in the amounts provided for effect on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverDate or cover periods following the Closing Date. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. At the Closing or, with respect to liabilities arising out of any Transition Asset (aincluding those transferred under the Purchase Agreement), on the applicable Subsequent Transfer Date, the Company shall assume, and shall agree to pay, perform and discharge according to their respective terms (if any), the following (and only the following) Upon liabilities and subject obligations of IMS and its Affiliates arising primarily from or related primarily to the terms Contributed CD Business and conditions the Purchased CD Business, and no other liabilities or obligations of IMS or its Affiliates (liabilities to be assumed by the Company pursuant to this Agreement, Section 1.4 being collectively referred to as the Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “"Assumed Liabilities”"): (i) all obligations of IMS or its Affiliates under the Liabilities specified on Schedule 1.2(aBusiness Contracts (other than Excluded Contracts) that are part of the Contributed CD Business or the Purchased CD Business that, by the terms of such Business Contracts, arise after the Closing Date or, with respect to such Business Contracts, including those that constitute part of the Purchased CD Business, included within the Transition Assets (including those included within the Purchased CD Business), the applicable Subsequent Transfer Date, relate to periods following the Closing Date or, with respect to such Business Contracts included within the Transition Assets (including those included within the Purchased CD Business), the applicable Subsequent Transfer Date, and are to be observed, paid, discharged, or performed, as the case may be, in each case at any time after the Closing Date or, with respect to such Business Contracts included within the Transition Assets (including those included within the Purchased CD Business), the applicable Subsequent Transfer Date; (ii) express contractual performance obligations due except to the extent related to or arising after out of Retained Inventory, any product warranty, product liability or product returns, rebates, coupons, allowances or other discounting and promotional commitments arising from any product line produced or sold by the Closing (other than obligations relating Contributed CD Business and the Purchased CD Business that has not been discontinued prior to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets)date hereof; (iii) Liabilities expressly assumed by except as set forth in Section 1.4(iii) of the Buyer pursuant Disclosure Schedule or with respect to Section 4.6 any matter involving Taxes or any Excluded Assets, any liability, obligation, cost or expense of this AgreementIMS or any of its Affiliates arising out of or relating to any investigation, but only claim, action, suit, complaint, dispute, audit, demand, litigation or judicial, administrative or arbitration proceeding (collectively, "Legal Proceeding"), as and to the extent it arose or arises from the Contributed CD Business and the Purchased CD Business, to which IMS or any of its Affiliates is or was a party whether it relates to any time prior to, at or after the Closing (regardless of whether the Legal Proceeding is commenced before or after the Closing), and any contingency reserve related thereto; (iv) upon hiring of a Transferred Employee by the Company or a Subsidiary of the Company, any liability or obligation with respect to such Transferred Employee, including all liabilities for accrued vacation pay, excluding any pension or similar liabilities; (v) any liability, obligation or expense arising from the Business Contributed Intellectual Property and Business Purchased Intellectual Property (as defined in the amounts provided for on Purchase Agreement) after the Final Closing StatementDate; and (ivvi) Liabilities any liability or obligation arising from the conduct of the Contributed CD Business and the Purchased CD Business (other than liabilities or obligations related to the Retained LiabilitiesInventory, the Retained Accounts Receivable, the Accounts Payable or the Transition Assets (in each case, including such assets under the Purchase Agreement)) which are not after the Closing Date, and with respect to Transition Assets (including those included in clause (iwithin the Purchased CD Business), (ii) any liability or (iii) obligation arising from the conduct of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, Contributed CD Business and the Sellers shall remain liable for, all Retained Liabilities, including Purchased CD Business after the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilitiesapplicable Subsequent Transfer Date.

Assumption of Liabilities. (a) Upon On the terms and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible forset forth herein, from and after the ClosingClosing Date, only CRRA will assume and satisfy and perform all of the Liabilities of CL&P in respect of, or otherwise arising from the operation or use of the Acquired Assets, other than the Excluded Liabilities (as set forth in Section 2.4 below), including, without limitation, the following Liabilities (the “"Assumed Liabilities”"): (a) all Environmental Liabilities, other than the Excluded Liabilities set forth in Section 2.4 below; (b) all Liabilities under (i) the Liabilities specified on Schedule 1.2(a); Contracts and the Transferable Permits in accordance with the terms thereof, (ii) express contractual performance obligations due or arising after the Closing (contracts, leases and other than obligations relating agreements entered into by CL&P with respect to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as which would be required to be disclosed on Schedule 2.1(e) but for the exception provided in clause (iv) of this Section 1.2(a3.8(a), Assumed in accordance with the terms thereof, and (iii) the contracts, leases, commitments and other agreements entered into by CL&P with respect to the Acquired Assets during the Interim Period consistent with the terms of this Agreement. Provided, however, Liabilities described shall not be included (x) in this clause (ii) will exclude any amounts due each case, to the extent such Liabilities, but for a breach or payable as of default by CL&P, would have been paid, performed or otherwise discharged on or prior to the Closing under Date, or to the extent the same arise out of any such breach or default, or to the extent the same relate to performance rendered to CL&P prior to the Closing Date or (y) as otherwise provided in respect of Contracts that constitute Acquired Assets)Section 2.4; (iiic) all Liabilities expressly assumed by under the Buyer pursuant Permitted Encumbrances other than under or with respect to Section 4.6 the exercise of this Agreementthe Reserved Easements; provided, but only however, Liabilities shall not be included to the extent such Liabilities, but for a breach or default by CL&P, would have been paid, performed or otherwise discharged on or prior to the Closing Date, or to the extent the same arise out of any such breach or default, or to the extent the same relate to performance rendered to CL&P prior to the Closing Date; (d) all Liabilities relating to Employees for which CRRA is responsible under Section 5.7 and in related Schedules; (e) to the amounts provided for on the Final Closing Statementextent agreed by CRRA, all Capital Commitments; and (ivf) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no all other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of expressly allocated to CRRA in this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities in any of the Sellers and their respective Affiliates not constituting Assumed LiabilitiesRelated Agreements.

Assumption of Liabilities. (a) Upon Subject to Sections 2.2, 2.3 and subject 6.4 with respect to the terms and conditions timing of this Agreementtransfer, the Acquired Assets will be sold, conveyed, transferred and assigned to the Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): (i) the Liabilities specified by Sellers on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing Date (other than obligations relating or with respect to Retained Liabilities) any later acquired Option Assets, the date of the Business arising under Contracts that constitute Acquired Assets applicable transfer thereof) free and clear of all liens, security interests, mortgages, claims, restrictions, charges and encumbrances (it being understood and agreed thatcollectively, "Liens") whatsoever. The Buyer does not assume, accept or undertake any obligations, duties, debts or liabilities of the Sellers, their shareholders, subsidiaries or affiliates of any kind whatsoever, nor will Buyer provide any kind of credit support to the Sellers, their shareholders, subsidiaries or affiliates pursuant to this Agreement or otherwise, except as provided in clause (iv) of this Section 1.2(a), Assumed 2.2 and except that Buyer hereby agrees to assume the Sellers' Liabilities described in this clause (ii) will exclude any amounts due or payable as of with respect to the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by Assets from and after the Buyer pursuant to Section 4.6 of this AgreementProration Time which are set forth on Schedule A hereto, but in each case only to the extent and such Liabilities arose in the amounts ordinary course of business, are to be performed after the Proration Time and not in violation of any of the terms, agreements, warranties and representations in this Agreement (collectively, the "Assumed Liabilities"); provided for that if any Liability referred to in this sentence relates both to any time period prior to the Proration Time and on the Final Closing Statement; and (iv) Proration Time such Liability shall be prorated so that the Assumed Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only include the portion thereof directly relating to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement Acquired Assets and/or to the contrary, period from and after the Proration Time. Buyer is not assuming and shall not assume any Liabilities of Parent or become responsible for, and its Subsidiaries other than the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon and subject to At the terms and conditions of this AgreementClosing, the Buyer shall execute and deliver an Assumption Agreement (the "Assumption Agreement") substantially in the form attached hereto as Exhibit B, pursuant to which it shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): agree to (i) the Liabilities specified perform, pay and discharge all those liabilities and obligations set forth on Schedule 1.2(a1.3 (a) (i) attached hereto which were incurred in the ordinary course of business of the Business and are outstanding on the date hereof (the obligations set forth in (i) are collectively, the "Assumed Current Liabilities"); ; (ii) express contractual performance perform in accordance with their terms those obligations due or arising after outstanding on the Closing (other than obligations relating to Retained Liabilities) of date hereof under the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); Contract Rights; (iii) Liabilities expressly assumed by perform, pay and discharge all those liabilities and obligations set forth on Schedule 1.3(a)(iii) relating to (A) the Buyer pursuant to Section 4.6 of this AgreementState Insurance Disability Fund, but only to the extent (B) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and (C) ▇▇▇▇▇ ▇▇▇▇▇ (which liabilities and obligations shall not exceed $200,000 in the amounts provided for on the Final Closing Statementaggregate); and (iv) Liabilities perform in accordance with their terms those liabilities arising after the date hereof from any agreement, contract, commitment or other contract documents which the Buyer has requested be transferred to it pursuant to Section 1.1 (other than Retained Liabilitiesa) but which are has not included been so transferred due to the failure of Seller to obtain the consent or approval required for such transfer, provided that the Buyer has received substantially the same economic benefit of such contract as if such consent or approval had been obtained (the obligations set forth in clause (i), (ii) or ), (iii) of this Section 1.2(aand (iv) are, collectively, the "Assumed Liabilities"), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contraryExcept as otherwise provided herein, the Buyer shall not assume any of the liabilities of the Selling Parties and shall purchase the Assets free and clear of all liens, mortgages, security interests, encumbrances and claims and the Selling Parties each represent, warrant and agree that the Buyer shall not be or become responsible forliable for any claims, demands, liabilities or obligations not expressly assumed in this Agreement of any kind whatsoever arising out of or relating to the conduct of the Business by Seller or the Assets or Assumed Liabilities prior to the date hereof. Without limiting the foregoing, the Buyer shall not at the Closing assume or agree to perform, pay or discharge, and the Sellers Selling Parties shall remain unconditionally liable for, all Retained obligations, liabilities and commitments, fixed or contingent, of the Selling Parties other than the Assumed Liabilities, including the Liabilities specified on Schedule 1.2(bbut not limited to: (i) except as set forth in Section 1.3(a)(iii)(A) and all Section 6 hereof, severance, termination or other payments or benefits (including but not limited to post-retirement benefits) including but not limited to those owing under Seller's severance policy or any employment agreement to any employees (union or non-union), sales agents or independent contractors employed by the Seller prior to the Closing (collectively, "Seller's Employees"), liabilities arising under any federal, state, local or foreign "plant closing law", liabilities accruing under the Seller's employee benefit plans, vacation pay plans or programs, retirement plans, and liabilities for any Employee Plan (as defined in Section 2.21 except those liabilities to Seller's Employees who become employees of the Sellers Buyer after the Closing relating solely to and arising solely out of their respective Affiliates not constituting Assumed Liabilities.term of employment with the Buyer), as the case may be;

Assumption of Liabilities. (a) Upon On and subject to the terms and conditions of this Agreement, as of and after the Effective Time, Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities liabilities and obligations with respect to the Business (the “Assumed Liabilities”): (i) all contractual liabilities of Seller under the Contracts assigned by Seller to Buyer and listed on Schedule 2.3(a)(i) (the “Assumed Contracts”), but, ‎notwithstanding anything to the contrary set forth in any agreement, assignment or amendment ‎by and among Buyer, Seller and the applicable counterparty to such Assumed Contract (or any ‎combination thereof)‎, only with respect to performance obligations arising after the Effective Time, and (ii) the deferred revenue liabilities set forth on Schedule 2.3(a)(ii) (the “Deferred Revenue Liabilities”). (b) Except as expressly provided in Section 2.3(a) above, Buyer shall not assume or be liable for any other liabilities, obligations or duties of Seller. Without limiting the preceding sentence, Buyer will not assume or be responsible for any of the following (the “Excluded Liabilities”): (i) the Liabilities specified on Schedule 1.2(a)any liability of Seller for trade payables; (ii) express contractual performance obligations due any (A) Taxes of Seller; (B) Taxes relating to the Acquired Assets for any taxable period ending on or arising before the Closing Date and, with respect to any taxable period beginning on or before and ending after the Closing (other than obligations relating to Retained Liabilities) Date, the portion of the Business arising under Contracts that constitute Acquired Assets (it being understood such taxable period ending on and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of including the Closing under Date; (C) Taxes imposed on Buyer as a transferee or in successor, by Contract or pursuant to any applicable Law (including, but not limited to, Treasury Regulation Section 1.1502-6) with respect of Contracts that constitute Acquired Assetsto obligations or relationships existing on or prior to the Closing Date or by agreements entered into or transactions entered into prior to the Closing Date; and (d) any Transfer Taxes payable by Seller pursuant to Section 5.4(a); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 any liability associated with or arising out of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; andany Excluded Asset; (iv) Liabilities (any liability of Seller under any Contract other than Retained Liabilitiesthe Assumed Contracts; (v) which any liability of Seller under the Assumed Contracts with respect to performance obligations arising prior to the Effective Time; (vi) any liability of Seller to indemnify any Person; (vii) any claims or pending or threatened litigation against the Acquired Assets or the Business relating to events occurring prior to the Closing Date regardless of when such claims are not included asserted or such litigation or proceedings commenced; (viii) any liability of Seller relating to intercompany obligations or other obligations between Seller and any current or former shareholder or Affiliate of Seller or any family member of such current or former shareholder or Affiliate; (ix) any Debt of Seller; (x) any liability arising out of or relating to any infringement or misappropriation of, or other conflict with, the Intellectual Property of any Person arising out of or related to the conduct of the Business or any act or omission of Seller or any predecessor or Affiliate of Seller prior to the Closing Date; (xi) accrued workers’ compensation and medical insurance liabilities for any period prior to the Effective Time; (xii) any liability or obligation under any Employee Benefit Plan; (xiii) any liabilities for severance, wrongful dismissal, notice or pay in clause lieu of notice, whether arising by Law or Contract, in respect of the termination by Seller of any employees, former employees, contractors or former contractors of Seller; (ixiv) any severance, change of control or similar payments to employees of Seller due as a result of the Closing of the Transaction; (xv) liabilities to any Governmental Authority; (xvi) tort liabilities of Seller; (xvii) criminal claims against Seller; (xviii) any liability of Seller for costs and expenses incurred in connection with the Transaction; (xix) any liability of Seller as a result of any events that occurred, conditions that existed, services that were performed (or were due to have been performed), (ii) or (iii) the ownership or operation of this Section 1.2(a), but only the Business on or prior to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever.Date; (bxx) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates Seller not constituting Assumed Liabilitiesexpressly assumed hereunder; or (xxi) any liability of Seller under this Agreement.

Assumption of Liabilities. (a) Upon Subject to and subject to upon the terms and conditions of this Agreement, effective as of the Buyer shall Closing Date, Purchaser agrees to assume from Seller and become responsible forto pay, from perform and after the Closing, discharge according to their terms only the following Liabilities of Seller (the “"Assumed Liabilities”"): (i) Liabilities arising under the Assumed Contracts, including any Liabilities arising from the failure of the Current Version or any future version of a Product to be Year 2000 Compliant, but excluding (A) Liabilities arising under any Assumed Contract to the extent that such Liabilities arise out of any obligations that are not specified on in writing in such Assumed Contract or disclosed in a Schedule 1.2(a)attached to this Agreement, and (B) any Liabilities arising from the failure of any versions of a Product other than a Current Version or future version to be Year 2000 Compliant except and only to the extent that such failure is the direct result of modifications made to such Product by Purchaser or Persons expressly authorized by Purchaser after the Closing Date; (ii) express contractual performance obligations due or arising after Liabilities with respect to the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets)Deferred Revenue; (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only with respect to the extent and in New Purchaser Employees arising after the amounts Closing Date, regardless of the applicable Employee Termination Date for each such person, except as otherwise provided for on hereunder or under the Final Closing StatementTransition Services and Facilities Agreements ("Continuing Employment Liabilities"); and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only with respect to the extent and in use of the amounts provided for on vehicles under the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverVehicle Leases after the Closing. (b) Notwithstanding the terms of Section 1.2(a) Nothing herein shall be deemed to deprive Purchaser or any other provision Affiliate of this Agreement Purchaser of any defenses, set-offs or counterclaims which Seller may have had or which Purchaser or any Affiliate of Purchaser shall have with respect to any of the contraryAssumed Liabilities (the "Defenses and Claims"). Effective as of the Closing, Seller agrees to assign, transfer and convey to Purchaser all Defenses and Claims and agrees to cooperate with Purchaser (at Purchaser's expense) to maintain, secure, perfect and enforce such Defenses and Claims, including the execution of any documents, the Buyer giving of any testimony or the taking of any such other action as is reasonably requested by Purchaser in connection with such Defenses and Claims. (c) Except as expressly set forth in Section 2.4(a) above, Purchaser shall not assume or become responsible forliable or obligated in any way, and the Sellers Seller shall retain and remain solely liable forfor and obligated to pay, perform and discharge all Retained Liabilitiesdebts, including the Liabilities specified on Schedule 1.2(b) expenses, accounts payable, contracts, agreements, commitments, obligations, claims, suits and all other liabilities of any nature whatsoever, whether or not related to the Sellers Business or the Assets, whether known or unknown, accrued or not accrued, fixed or contingent, current or arising hereafter, including, without limitation, any of the following (collectively referred to herein as "Excluded Liabilities"): (i) Any Liability of the Seller for unpaid Taxes (with respect to the Business, the Assets, the Employees or otherwise), or any Liability of the Seller for Taxes arising in connection with the consummation of the Acquisition (including any income taxes and their respective Affiliates transfer taxes); and (ii) Any Liability related to or arising from failure of any version of a Product, other than the Current Version or any future version of such Product, to be Year 2000 Compliant except and only to the extent that such failure is the direct result of modifications made by Purchaser or Persons expressly authorized by Purchaser after the Closing Date, and any Liability related to or arising from failure of any Licensed Intellectual Property licensed to end users under any Assumed Contracts to be Year 2000 Compliant; provided, however, that Purchaser shall use reasonable commercial efforts to assist Seller in mitigating any such Liability, including but not constituting Assumed Liabilitieslimited to (A) by December 31, 1998, delivering Year 2000 Compliant versions of Products to all of Purchaser's customers currently on maintenance with respect to any non-Year 2000 Compliant versions of Products in replacement thereof, together with a notice to each such customer that as of June 30, 1999, Purchaser will stop providing support for such non-Year 2000 Compliant versions of the Products other than telephone support, and (B) at Seller's request, delivering Year 2000 Compliant versions of Licensed Intellectual Property (which have been provided by Seller to Purchaser free of any royalty obligation to Seller) to any of Purchaser's customers currently on maintenance with respect to any non-Year 2000 Compliant version of such Licensed Intellectual Property in replacement thereof; provided, further, that if Purchaser fails to take the actions described in subclause (A) above, then Purchaser shall cease providing maintenance for any non-Year 2000 Compliant versions of Products sixty (60) days after the receipt of written request by Seller. For the avoidance of doubt, any services Purchaser provides to customers in connection with its obligations as set forth in subclause (A) and (B) above, other than services provided pursuant to maintenance, shall be charged at Purchaser's then standard rates for such services.

Assumption of Liabilities. (a) Upon and subject to At the terms and conditions of this AgreementClosing, the Buyer Purchaser shall assume and become responsible for, agree to discharge Seller from and after the Closing, only the following Liabilities liabilities of Seller as existing on the Closing Date (the “"Assumed Liabilities”"): (i) All of Seller's obligations under the Liabilities specified Assigned Contracts listed on Schedule 1.2(a); (ii) express contractual performance obligations due 1.4 hereto. With respect to any Assumed Liability, such assumption by Purchaser is for the benefit only of Seller and shall not expand, increase, broaden or arising after enlarge the Closing (rights or remedies of any other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed thatparty, except as provided nor create in clause (iv) of any other party any right against Purchaser which such party would not have against Seller if this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are Agreement had not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverbeen consummated. (b) Notwithstanding Seller's trade accounts payable shall not be assumed by Purchaser but shall be retained by Purchaser as "Retained Payables" as set forth on Schedule 1.3 hereof. Seller shall direct the terms Settlement Agent to remit portions of Section 1.2(a) or any other provision the Purchase Price toward the payment of this Agreement the Retained Payables as set forth on Exhibit A to the contraryDisbursement Sheet attached as part of Schedule A hereto. Parent Company hereby agrees, for the Buyer benefit of Purchaser, to assume the Retained Payables. Purchaser shall not assume or become responsible assume, and shall have no responsibility for, and the Sellers shall remain liable for, any Retained Payables. Parent Company agrees to pay or cause to be paid all Retained Liabilities, including Payable no later than 60 days after the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed LiabilitiesClosing Date.

Assumption of Liabilities. (a) Upon On and subject to the terms and conditions of this Agreement, the Buyer shall agrees to assume and become responsible forfor all of the "Assumed Liabilities" (as hereinafter defined) at the Closing. The Buyer will not assume or have any responsibility, from and however, with respect to any other obligation or liability of the Seller not included within the definition of Assumed Liabilities. For purposes of this Agreement, "Assumed Liabilities" means (a) all liabilities of the Seller attributable to the Assets which may arise after the ClosingClosing Date in the ordinary course of business (other than any liability resulting from, only arising out of, relating to, in the following Liabilities nature of, or caused by any breach of contract, breach of warranty, tort, infringement, violation of law, or environmental matter, including without limitation those arising under environmental, health, and safety requirements); (b) all obligations of the “Assumed Liabilities”): Seller under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Assets either (i) to furnish goods, services, and other non-cash benefits to another party after the Liabilities specified on Schedule 1.2(a); Closing Date or (ii) express contractual performance obligations due or arising to pay for goods, services, and other non-cash benefits that another party will furnish to it after the Closing Date; and (other than c) all obligations relating to Retained Liabilitiesof Seller with Southwestern ▇▇▇▇ Telephone Co. for the Frame Relay circuit between Tahlequah and Tulsa and for the three (3) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed thatincoming digital T-1 trunk lines, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable prorated as of the Closing under or in respect Date with the Seller remaining obligated for such obligations that are incurred before and as of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Closing Date and the Buyer pursuant to Section 4.6 of this Agreementassuming such obligations that are incurred after the Closing Date; PROVIDED, but only to HOWEVER, that the extent and in the amounts provided for on the Final Closing Statement; and (iv) Assumed Liabilities (other than Retained Liabilities) which are shall not included in clause include (i)) any liability of the Seller for taxes, (ii) any obligation of the Seller to indemnify any person (including any of the Seller's stockholders) by reason of the fact that such person was a manager, officer, employee, or agent of the Seller or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, articles of association, operating agreement, agreement, or otherwise), (iii) any liability of this Section 1.2(a), but only to the extent Seller for costs and expenses incurred in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of connection with this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable fortransactions contemplated hereby, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(bor (iv) and all other liabilities any liability or obligation of the Sellers and their respective Affiliates not constituting Assumed LiabilitiesSeller under this Agreement.

Assumption of Liabilities. (a) Upon On the terms and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible forset forth herein, from and after the Closingdate hereof, the Buyers will assume and satisfy or perform when due only the following Liabilities of the Sellers (the “Assumed Liabilities”"ASSUMED LIABILITIES"): (ia) Sellers' obligations under the Liabilities specified on Schedule 1.2(aassigned contracts and agreements identified in Schedules 2.2(b);, 2.2(c), 2.2(d), and 2.2(e) hereof; and (iib) express contractual performance obligations due any and all Liabilities relating to the ownership, use, or operation of the Acquired Assets arising after the Closing (other than obligations relating date hereof; PROVIDED, HOWEVER, no Buyer shall have any obligation pursuant to Retained Liabilities) any contract or agreement of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided Sellers identified in clause (iv) of this Section 1.2(aSchedules 2.2(b), Assumed Liabilities described in this clause (ii2.2(c), 2.2(d), or 2.2(e) will exclude any amounts due hereof that by its terms or payable as of under applicable law requires, prior to assignment, a consent to assignment unless a written consent thereto has been obtained on or prior to the Closing under or in date hereof. With respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed to each such contract not assigned to a Buyer, which would have been acquired by the a Buyer pursuant to Section 4.6 2.2 but for the failure to obtain a required consent, the relevant Seller(s) shall continue to deal with the other contracting party(ies) to such contract as the prime contracting party, and the Buyers, the Sellers, and the Partners shall use commercially reasonable efforts to obtain the consent(s) of all required parties to the assignment of such contract(s). Such contract(s) shall be promptly assigned by the relevant Seller(s) to the relevant Buyer(s) designated by Peregrine after receipt of such consent(s) after the date hereof and thereafter shall be deemed to be an Assumed Liability hereunder as if such consent had been obtained contemporaneously with or prior to the execution and delivery of this Agreement. Notwithstanding the absence of any such consent, but only the Buyers shall be entitled to the benefits of such contract(s) accruing after the date hereof to the extent and in that the amounts provided for on relevant Seller(s) may provide the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding Buyers with such benefits without violating the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible forsuch contract, and the Buyers agree to perform at their sole expense all of the obligations of the Seller(s) to be performed under such contract(s) from the date hereof until such time as Buyers reasonably determine that such consents cannot be obtained, after which Buyers shall have no further obligation with respect to the performance of such contract(s). In such event, Buyers agree to provide Sellers reasonable access to their facilities, materials, and personnel and an appropriate license to the Software so as to permit the Sellers to perform their obligations under such contracts for the balance of their term (as applicable on the date hereof). Sellers shall remain liable forcompensate Buyers for providing such facilities, all Retained Liabilitiesmaterials, including the Liabilities specified personnel, and license on Schedule 1.2(b) commercially reasonable terms to be agreed between Buyers and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed LiabilitiesSellers.

Assumption of Liabilities. (a) Upon and subject Subject to the terms and conditions of this Agreement, the Buyer agrees to and shall assume as of Closing and become responsible for, from and after the Closingshall thereafter perform when due, only the following Liabilities liabilities (the “Assumed Liabilities” or the “Assumed Contracts”): (i) Seller’s obligations required to be performed after Closing under all unfilled Contracts and customer orders for the Liabilities specified on Schedule 1.2(asale of Inventory entered into by Seller with respect to the Business in the Ordinary Course of Business (except Contracts and orders rejected by Buyer as not commercially reasonable as of the Closing Date), provided Buyer receives all proceeds therefrom; (ii) express contractual performance Seller’s obligations due or arising required to be performed after the Closing (other than obligations relating under all unfilled Contracts and purchase orders for the purchase of raw material Inventory entered into by Seller with respect to Retained Liabilities) of the Business arising under in the Ordinary Course of Business (except Contracts that constitute Acquired Assets (it being understood and agreed that, except orders rejected by Buyer as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable not commercially reasonable as of the Closing under or in respect of Contracts that constitute Acquired AssetsDate); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 those other Contracts of this Agreement, but only to the extent and in the amounts provided for Seller identified on the Final Closing Statementattached Schedule 2.2(a)(iii); and (iv) Liabilities (those other than Retained Liabilities) which are not included in clause (i)Contracts, (ii) or (iii) of this Section 1.2(a)agreements, but only leases and commitments directly relating exclusively to the extent Business that are cancelable by Seller upon thirty (30) days notice without premium or penalty and which involve a payment obligation over the remaining term of such agreements as of the Closing Date of not more than One Thousand Dollars ($1,000) as to any single Contract agreement lease, or commitment and not more than Five Thousand Dollars ($5,000) in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contraryaggregate; provided, the however, that Buyer shall not be required to and will not assume any other Contracts, agreements, leases or become responsible for, and commitments that prohibit or in any way limit or restrict the Sellers shall remain liable for, all Retained Liabilities, including products that can be sold by Seller or restrict in any way the Liabilities specified on Schedule 1.2(b) and all other liabilities of manner in which the Sellers and their respective Affiliates not constituting Assumed LiabilitiesBusiness is or may be conducted.

Assumption of Liabilities. (a) Upon and subject Subject to the terms and conditions of this Agreement, at and as of the Buyer Effective Time, Purchaser shall assume and become responsible foragree to pay, from perform, discharge and after the Closing, only satisfy when due in accordance with their terms the following Liabilities (the “Assumed Liabilities”):: (i) Liabilities as of the Liabilities specified on Schedule 1.2(a)Effective Time owing to Licensor related to the License, the current amount of which is $27,262.00; (ii) express contractual performance obligations due Liabilities under any of the Designated Contracts, or arising out of any Transferred Assets, accruing, arising out of or relating to periods after the Closing Effective Time (other than obligations relating Liabilities resulting from breaches of Designated Contracts by Seller prior to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired AssetsEffective Time); (iii) Liabilities expressly assumed as of the date hereof to each of the Persons listed and described on Schedule 2.3(a)(iii) attached hereto, in an amount not to exceed $1,141,587 in the aggregate (inclusive of the amounts due to Binney & S▇▇▇▇ (i.e., Licensor) and Jam’n Logistics which are also referred to in Section 2.3(a)(i) and 2.3(a)(iv) hereof, respectively). Seller’s records indicate that the amount of such Liabilities are as set forth under the heading Seller’s Records on Schedule 2.3(a)(iii) hereto. The records of certain of the Persons identified on Schedule 2.3(a)(iii) indicate that the amount of such liabilities are as set forth under the heading Creditors’ Records on Schedule 2.3(a)(iii). The amount by which each such Person’s records exceed Seller’s records is referred to as the Buyer pursuant “Excess Amount”. In the event the Purchaser disputes the Excess Amount of any such Person, such Person shall have the right to Section 4.6 (i) agree that such Person’s Excess Amount shall not be included in the Assumed Liabilities, in which case such Excess Amount shall be deemed to be an unsecured claim against Seller in the Bankruptcy Case or (ii) submit the disputed amount to Cornerstone Management Consultants and M.▇. ▇▇▇▇▇▇ Associates LLC who shall jointly determine the propriety of this Agreementthe Excess Amount and if found due and owing, then such Excess Amount shall be included as part of the Assumed Liabilities. The costs concerning the resolution of such dispute shall be borne by such Person and Purchaser. (iv) Liabilities as of the Petition Date to Jam’n Logistics as described on Schedule 2.3(a)(iv) but only to the extent that any such Liabilities constitute a valid, non-avoidable warehousemen’s lien on the Inventory of the Licensed Products, together with storage, pick and pack and other charges accruing from and after the Petition Date to the Effective Time in the amounts provided for on ordinary course of business with respect to the Final Closing StatementInventory; and (ivv) all commissions, royalties, override payments and shipping costs incurred in connection with the sale of Inventory generating the Inventory Receivables. The Liabilities (other than Retained Liabilities) which are not included described in clause the foregoing clauses (i), (ii) or ), (iii) of this Section 1.2(a), but only to (iv) and (v) are collectively defined herein as the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever“Assumed Liabilities”. (b) Notwithstanding From the terms date hereof through the Closing Date, Seller shall use commercially reasonable efforts to obtain settlements or stipulations (but without any obligation of Section 1.2(aSeller to pay any amount in respect of such settlements) with B & S to the extent it objects to the assumption and assignment of the License or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilitiesrelated cure amount.

Assumption of Liabilities. (a) Upon Subject to and subject to upon the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after effective as of the Closing, only Purchaser agrees to assume from Sellers and to pay, perform and discharge according to their terms all of the following Liabilities liabilities and obligations of Sellers (the “Assumed Liabilities”): (i) in accordance with Section 2.6 hereof, Purchaser’s portion of all Transfer Taxes, and the Liabilities specified portion of any real or personal property Taxes (or similar Taxes) relating to the Purchased Assets, whenever assessed, attributable to the period beginning immediately after the Closing, determined on Schedule 1.2(a)a per diem basis; (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets);all Accounts Payable; and (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only liabilities and obligations (including Taxes) related to the extent Purchased Assets arising from and in after the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilitiesliabilities and obligations described in Section 2.3(c)(iii) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverhereof. (b) Notwithstanding Nothing herein shall be deemed to deprive Purchaser of any defenses, set-offs or counterclaims which Sellers may have had or which Purchaser shall have with respect to any of the terms of Section 1.2(a) or Assumed Liabilities (the “Defenses and Claims”). Upon Purchaser’s reasonable request, Sellers agree to assign, transfer and convey to Purchaser any other provision of this Agreement Defenses and Claims and agree to the contrarycooperate with Purchaser to maintain, the Buyer shall not assume or become responsible forsecure, perfect and the Sellers shall remain liable for, all Retained Liabilitiesenforce such Defenses and Claims, including the execution of any documents, the giving of any testimony or the taking of any such other action as is reasonably requested by Purchaser in connection with such Defenses and Claims. In the event Sellers fail to assign, transfer or convey any such Defenses and Claims, or fail to reasonably cooperate with Purchaser in maintaining, securing, perfecting and enforcing such Defenses and Claims, Sellers shall indemnify Purchaser against any losses or damages arising out of such failure. (c) Purchaser does not assume, and Sellers do not transfer or assign, any liabilities or obligations, whether or not related to the Business, and whether presently fixed and determined, contingent or otherwise, other than the Assumed Liabilities specified on Schedule 1.2(bto be expressly assumed by Purchaser pursuant to Section 2.3(a) hereof and all other the liabilities of Purchaser under the Co-Pack Agreement. All such liabilities and obligations not expressly assumed by Purchaser (“Excluded Liabilities”) shall remain liabilities of Sellers, which shall be solely liable to perform and discharge such liabilities and obligations. Excluded Liabilities shall include, without limitation, the following: (i) any liabilities or obligations related to any of the Purchased Assets or the operation of the Business prior to the Closing other than those liabilities and obligations described in Section 2.3(a) hereof and Taxes as set forth in Section 2.6 hereof; (ii) any liabilities or obligations with respect to Sellers’ employees; and (iii) except for those products manufactured by Sellers and their respective Affiliates not constituting Assumed Liabilitiesunder the Co-Pack Agreement on behalf of Purchaser pursuant to Purchaser’s specifications, any liabilities or obligations for claims based on product liability related to any Products manufactured by or on behalf of Sellers.

Assumption of Liabilities. (a) Upon and subject Subject to Section 2.4 hereof, as of the terms and conditions of this AgreementClosing, the Buyer shall assume and become responsible forpay, from discharge and after the Closingperform, only as and when due the following Liabilities liabilities and obligations (collectively, the “Assumed Liabilities”): (ia) all of the executory obligations and liabilities of the Seller Group Companies arising from and after the Closing Date pursuant to the terms of the Contracts and the Permits that are included in the Acquired Assets; (b) the Liabilities specified on Schedule 1.2(aTrade Payables; provided that the Trade Payables do not exceed Seven Million Five Hundred Thousand Dollars ($7,500,000) in the aggregate (the “Payables Threshold”) and to the extent such Trade Payables exceed the Payables Threshold, there shall be a dollar-for-dollar reduction to the Purchase Price for the amount that the Trade Payables exceed the Payables Threshold (if any, the “Payables Adjustment”); (iic) express contractual performance obligations due or liabilities to the Assumed Employees arising after the Closing (other than obligations relating to Retained Liabilities) of Date for which Buyer will be responsible under Section 11, including, without limitation, the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets)Accrued Vacation; (iiid) Liabilities expressly assumed by the Buyer pursuant subject to Section 4.6 10, all past, current, and future Environmental Liabilities of this Agreement, but only the Seller Group Companies with respect to the extent and in Facilities arising under any Environmental Law or due to the amounts provided for release of Hazardous Materials or due to the environmental condition of the Facilities; (e) those liabilities identified on the Final Closing StatementSchedule 2.3; and (ivf) Liabilities (other than Retained Liabilities) any and all liabilities not otherwise enumerated in Section 2.3 which are not included in clause (i)any way, (ii) or (iii) of this Section 1.2(a), but only and to the extent and in that they, arise out of or are related to or associated with the amounts provided for on ownership, possession, use or operation of the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding Business, the terms of Section 1.2(a) Acquired Assets or any other provision of this Agreement business conducted therewith or therefrom after the Closing, except to the contrary, extent the Buyer shall not assume or become responsible for, and would have the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilitiesright to indemnification under Section 10.

Assumption of Liabilities. (a) Upon and subject to At the terms and conditions of this AgreementClosing, the Buyer shall assume and become responsible foragree to pay when due, from perform and discharge in accordance with the terms thereof only those liabilities and obligations of the Seller for future performance after the ClosingClosing (i) under the Assigned Contracts included in the Purchased Assets and (ii) for product warranty claims relating to those products and services manufactured or provided exclusively by the Business without regard to when any such claim might arise and whether or not such claim arises under an Assigned Contract, only as long as such product or service was listed on Schedule 1.3(d) or the following Liabilities related warranty was given by the Seller after the date hereof through the Closing Date in the ordinary course of business (the “Assumed Liabilities”):). For the avoidance of doubt, assumed warranty claims shall include all product warranty claims in relation to APEX Process Management Software sold by Seller prior to the Closing or pursuant to the agreements set forth on Schedule 1.4(b)(ix). The Buyer’s assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against the Buyer as compared to the rights and remedies which such parties would have had against the Seller had this Agreement not been consummated. (b) The Buyer shall not assume and shall not in any way be responsible for any of the debts, liabilities or obligations of the Seller, whether or not related to the Purchased Assets, unless expressly included among the Assumed Liabilities pursuant to Section 1.4(a) above. All such debts, liabilities and obligations of the Seller, other than the Assumed Liabilities, shall be referred to herein as the “Retained Liabilities” and shall include without limitation the following: (i) any and all principal, interest, fees, expenses and other obligations of the Liabilities specified on Schedule 1.2(aSeller in respect of borrowed money, capital leases and installment purchases or any agreement with respect thereto (other than those to be performed after the Closing under the Assigned Contracts); (ii) express contractual performance any and all liabilities or obligations due of the Seller relating to Taxes (whether or not set forth on a Schedule hereto) including without limitation (A) Taxes incurred or payable by the Seller in connection with or arising after out of the transactions contemplated hereby (subject to the provisions of Section 9.2(b)), (B) Taxes incurred or payable by the Seller as a result of actions or operations of the Seller prior to the Closing Date, and (other than C) Taxes owed or obligations relating incurred with respect to Retained Liabilities) any tax audits of the Business arising under Contracts Seller; provided, however, that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude notwithstanding any amounts due or payable as of the foregoing, the real estate taxes due in connection with that certain Commercial Lease dated February 23, 2000 between Wakefield Materials Corp., as landlord, and the Seller, as tenant, for 12,500 square feet of space at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ (the “Real Property Lease” shall be apportioned as set forth in the Assignment and Assumption of Lease and Landlord’s Consent (the “Assignment of Lease”) to be delivered at the Closing under or in respect accordance with the provisions of Contracts that constitute Acquired Assets); (iiiSection 6.7(f) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 hereof. For purposes of this Agreement, but only to the extent “Taxes” shall mean all federal, state, local and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (foreign income, property, sales, value added, use, franchise, employment, withholding, excise, transfer and other than Retained Liabilities) which are not included in clause (i)taxes, (ii) tariffs and governmental charges of any nature whatsoever, together with any interest, penalties or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.additions with respect thereto;

Assumption of Liabilities. (a) Upon On the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer shall assume and become responsible forPurchaser shall, from and after effective as of the Closing, only assume and agree to pay, discharge and perform in accordance with their terms the following Liabilities of the Seller Group as the same shall exist on the Closing Date and irrespective of whether the same shall arise prior to, on or after the Closing Date (each, an “Assumed Liability,” and collectively, the “Assumed Liabilities”): (ia) subject to Section 2.4, all Liabilities (other than Taxes) arising under the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due Assigned Contracts, incurred or arising after the Closing Closing, and all of the Determined Cure Costs; (b) subject to Section 2.4, all Liabilities (other than obligations relating Taxes) arising from the Transferred Assets, incurred or arising after the Closing; (c) (i) all Transfer Taxes for which Purchaser is liable pursuant to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood Section 2.13 and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer all Property Taxes for which Purchaser is liable pursuant to Section 4.6 7.4(c). (d) all Liabilities arising out of this Agreement, but only or relating to any of the Transferred Employees solely to the extent and such Liabilities relate to periods following the Closing (but in the amounts provided for on the Final Closing Statementall cases, other than Liabilities related to any Seller Plans); and (ive) all Liabilities arising out of or relating to any action, charge, claim (other than Retained Liabilities) which are not included in clause (iincluding any cross-claim or counter-claim), suit, litigation, arbitration, proceeding (ii) including any civil, criminal, administrative, investigative or (iii) of this Section 1.2(aappellate proceeding), but only hearing, inquiry, audit, examination or investigation with respect to the Transferred Assets or the Assumed Liabilities to the extent arising from acts, omissions or events occurring from and in after the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverClosing. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this AgreementExcept as provided in Section 1.3(c), the Buyer Purchaser shall assume purchase and become responsible fortake the Assets free and clear of all liens, from claims, charges, encumbrances, security interests, equities, restrictions on use, liabilities, obligations, expenses and after the Closingdebts ("liabilities"), only the following Liabilities (the “Assumed Liabilities”):known and unknown, whether absolute, contingent, accrued or otherwise, including, but not limited to, those liabilities set forth in Schedule 1.3(a). --------------- (ib) The Sellers and the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due Shareholders, jointly and severally, shall pay or arising perform, and shall defend, indemnify and hold harmless the Purchaser from, any and all liabilities which arise or result from or are related to, directly or indirectly, the Assets or the business or operations with the Sellers or the Shareholders, or any of them, whether the same arise before or after the Closing (Date, other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities those liabilities expressly assumed by the Buyer pursuant to Purchaser under Section 4.6 of this Agreement, but only 1.3(c). (c) Notwithstanding anything to the extent contrary contained in this Section 1.3, the Purchaser shall assume, perform and in hold the amounts provided for Sellers harmless from those liabilities set forth on the Final Closing Statement; and (ivSchedule 1.3(c) Liabilities (other than Retained Liabilitiessuch liabilities --------------- as are payable on or before the Closing Date or as to which the Sellers are then in default). (d) The Purchaser shall have the right, but not the obligation, to pay any amount or to perform any obligations which are not included the Purchaser, in clause its sole and absolute discretion, determines is payable or is required to be performed by the Sellers or the Shareholders under that certain Contrato Colectivo de Trabajo, dated May 22, 1997, between Jamil Textil, S.A. de C.V. and Sindicato Industrial de Obreros Textiles y Similares (the "Collective Bargaining Agreement"). The Purchase Price shall be reduced by any such amount paid or the cost to the Purchaser of any such obligation performed. The Purchaser shall have the right (i), ) to set off any such amount or cost against any portion of the Purchase Price then payable or (ii) or (iii) of this Section 1.2(a), but only to demand that the extent Sellers and in the amounts provided for Shareholders reimburse the Purchaser therefor promptly on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible fordemand, and the Sellers and the Shareholders, jointly and severally, shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilitiesdo so.

Assumption of Liabilities. If the Closing occurs, then effective as of January 1, 1998, Acquisition Corp. will assume and agree to pay, perform and discharge all of the following liabilities and obligations of the Sellers (hereinafter collectively referred to as the "Assumed Liabilities"): (a) Upon all unperformed and subject unfulfilled obligations which are required to be performed and fulfilled on or after January 1, 1998 under the terms and conditions Contracts; provided, however, that if an obligation is to an affiliate of this Agreementa Seller, the Buyer such obligation shall assume and become responsible for, from and after the Closing, be assumed only the following Liabilities (the “Assumed Liabilities”): if (i) such obligation is incurred by such Seller in the Liabilities specified ordinary course of business, consistent with past practice and on Schedule 1.2(a)terms no less favorable to such Seller than such Seller could obtain from an unaffiliated third party or (ii) Acquisition Corp., in its sole and absolute discretion, shall agree in writing to assume it; (iib) express contractual performance any liabilities or obligations due to an affiliate of such Seller (i) incurred by such Seller on or arising after January 1, 1998 in the Closing (other ordinary course of business, consistent with past practice and on terms no less favorable to such Seller than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause such Seller could obtain from an unaffiliated third party or (ii) will exclude any amounts due or payable as of the Closing under or which Acquisition Corp., in respect of Contracts that constitute Acquired Assets)its sole and absolute discretion, shall agree in writing to assume; (iiic) Liabilities expressly assumed by all accounts payable of the Buyer pursuant to Section 4.6 Sellers arising out of this Agreement, but only to the extent and Businesses in the amounts ordinary course of business and consistent with past practice with respect to services provided for or goods delivered or otherwise in connection with the operation of the Businesses on or after January 1, 1998; provided, however, that if an account payable is owed to an affiliate of a Seller, such account payable shall be assumed only if (i) such account payable is incurred by such Seller in the Final Closing Statementordinary course of business, consistent with past practice and on terms no less favorable to such Seller than such Seller could obtain from an unaffiliated third party or (ii) Acquisition Corp., in its sole and absolute discretion, shall agree in writing to assume it; (d) except as otherwise provided in Section 4.03(b) hereof, all obligations and liabilities incurred by such Seller on or after January 1, 1998 in the ordinary course of business and consistent with past practice; and (ive) Liabilities the liabilities listed in part (other than Retained Liabilities) which are not included in clause (i), (ii) or (iiie) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverSchedule 4.03. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon Subject to and subject to upon the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after effective as of the Closing, only MGI agrees to assume from ▇▇▇▇▇ and to pay, perform and discharge according to their terms all of the following Liabilities liabilities and obligations of ▇▇▇▇▇ (the “Assumed Liabilities”"ASSUMED LIABILITIES"): (i) all customer support obligations arising prior to, on or after the Liabilities specified on Schedule 1.2(a)Closing Date under the Third Party Contracts; (ii) express all other contractual performance liabilities or obligations due or arising unrelated to customer support obligations accruing from and after the Closing (other than obligations relating to Retained Liabilities) of Date under the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets)Third Party Contracts; (iii) Liabilities expressly assumed by all liabilities and obligations with respect to New MGI Employees, accruing from and after the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing StatementDate; and (iv) Liabilities (other than Retained Liabilities) all Transfer Taxes which by law are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverimposed upon MGI. (b) Notwithstanding Nothing herein shall be deemed to deprive MGI of any defenses, set-offs or counterclaims which ▇▇▇▇▇ may have had or which MGI shall have with respect to any of the terms of Section 1.2(a) or any other provision of this Agreement to the contraryAssumed Liabilities (collectively, the Buyer shall not assume or become responsible for"DEFENSES AND CLAIMS"). Effective as of the Closing, ▇▇▇▇▇ agrees to assign, transfer and the Sellers shall remain liable forconvey to MGI all Defenses and Claims and agrees to cooperate with MGI (at MGI's expense) to maintain, all Retained Liabilitiessecure, perfect and enforce such Defenses and Claims, including the execution of any documents, the giving of any testimony or the taking of any such other action as is reasonably requested by MGI in connection with such Defenses and Claims. (c) MGI does not assume, and ▇▇▇▇▇ does not transfer or assign, any liabilities or obligations, whether or not related to the SoftDVD Product Line, and whether presently fixed and determined, contingent or otherwise, or Transfer Taxes, other than the Assumed Liabilities specified on Schedule 1.2(bto be expressly assumed by MGI pursuant to Section 2.3(a) hereof. All such liabilities and all other obligations not expressly assumed by MGI ("EXCLUDED LIABILITIES") shall remain liabilities of the Sellers ▇▇▇▇▇, which shall be solely liable to perform and their respective Affiliates not constituting Assumed Liabilitiesdischarge such liabilities and obligations.

Assumption of Liabilities. (a) Upon and subject Subject to the terms and conditions of this Agreement------------------------- set forth herein, at the Closing, Buyer shall assume and become responsible foragree to timely pay, from honor and after the Closing, only discharge the following Liabilities liabilities, obligations and commitments of Seller (which are collectively referred to as the “"Assumed Liabilities”):"): ------------------- (a) All trade payables of the Subsidiaries arising in the ordinary course of business; (b) Seller's obligations under Contracts entered into in the ordinary course of business; (c) Seller's obligations under Contracts entered into outside the ordinary course of business except for (i) Contracts with IFCO or ------ --- its Affiliates, (ii) employment agreements or similar agreements for services, (iii) agreements providing for employee benefits or other benefits contemplated by the Liabilities specified on Schedule 1.2(adefinition of "Plans" in Section 2.2(f), (iv) Contracts entered into at the direction of -------------- IFCO or IFCO NA, and (v) loan agreements and related agreements for money borrowed by IFCO or IFCO NA (including but not limited to the loan by a bank syndicate led by Bank One, N.A. and IFCO's Senior Subordinated Notes); (iid) express contractual performance obligations due or arising after Leases and subleases for the Closing Real Property set forth on Schedule -------- 2.3(c); ------ (other than obligations e) Leases for personal property relating exclusively to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets)Business; (iiif) Liabilities expressly assumed Leases for the Vehicles; and (g) That certain Promissory Note for $176,502.58 payable by ▇▇▇▇▇▇▇▇ Lumber Co. to General Electric Capital Corporation, and that certain Master Security Agreement dated June 29, 2000, by and between General Electric Capital Corporation, as the Buyer pursuant to Section 4.6 secured party, and ▇▇▇▇▇▇▇▇ Lumber Co., as the Debtor. provided, however, that such assumption of this Agreementliabilities as set forth in -------- ------- subparagraphs (b), but (c) (d) and (e) above shall be only to the extent to be performed, paid or discharged after the Closing Date, Buyer not assuming (and in not being responsible for) any obligation of Seller under such agreements due or accruing prior to the amounts provided Closing Date. Each respective Seller shall be responsible for on the Final Closing Statement; and (iv) Liabilities (paying, performing and discharging all of its liabilities and obligations other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon and subject Subject to the terms and conditions herein set forth, upon the transfer of this Agreementthe Purchased Assets on the Closing Date, the Buyer shall assume and become responsible for, from and after the Closing, only discharge the following Liabilities liabilities and obligations of the Company (the “"Assumed Liabilities”"): (ia) those liabilities of the Liabilities specified Company, set forth on Schedule 1.2(a)SCHEDULE 2.2, for accrued current liabilities (excluding income tax payables and accrued interest attributable to the Company) and accounts payable relating to the Business, to the extent, and only to the extent, of the dollar amount reflected as a liability or reserve on the Working Capital Statement, as of the close of business on the Closing Date, remaining unpaid or unperformed as of the Closing Date; (iib) express contractual performance all liabilities and obligations due or of the Company arising after the Closing (Date under any contract, lease or other than obligations relating agreement assigned to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 2.1 which, unless otherwise indicated thereon, is set forth in any Schedule to this Agreement (or which is not required to be set forth thereon), or which was entered into after the date hereof and prior to the Closing Date in accordance with the provisions of this AgreementAgreement or to which the Buyer otherwise specifically consents in writing; (c) all liabilities and obligations relating to product liability claims for use of goods or products manufactured, but sold, tested, handled or distributed by the Company, or any of its subsidiaries or Affiliates, or by the Buyer or any of its subsidiaries or Affiliates which causes or caused, allegedly causes or caused or is deemed to cause or have caused personal injury or property damage taking place with respect to all injured persons and damaged property subsequent to the Closing Date; (d) to the extent, and only to the extent and in extent, of the amounts provided for dollar amount reflected as a liability or reserve on the Final Closing Working Capital Statement, any liabilities or obligations relating to warranty claims for products manufactured by the Company; and (ive) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only all Boom Recall Costs up to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeveramount of $2,000,000. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon and subject Subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): Purchaser hereby agrees to (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations assume and pay, perform and discharge as and when due or arising after the Closing (other than obligations relating to Retained Liabilities) Liabilities of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of Seller reflected on the Closing under or Statement (as each term is defined in respect of Contracts that constitute Acquired AssetsSection 1.4(b); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or assume the debt equal to $1,185,000 owed by Seller to Dan ▇▇▇▇▇▇▇▇▇ (▇▇e "Shareholder Debt") and within two days of the Closing to pay, perform and discharge the Shareholder Debt, and (iii) assume and agree to perform and discharge when due all of this the liabilities and obligations under the Contracts listed on Schedule 2.19 of the Seller Disclosure Schedule that are to be performed on or after the Closing Date (as defined in Section 1.2(a1.5) (the "Assumed Liabilities"), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding Except for the terms of Section 1.2(a) or any other provision of Assumed Liabilities and as may be expressly provided for in this Agreement to the contraryAgreement, the Buyer Purchaser shall not assume or become responsible for, and the Sellers Seller shall not assign to Purchaser and Seller shall remain liable forfor any liability, obligation, guaranty, indebtedness, claim, loss, cost, expense or responsibility, direct or indirect, absolute or contingent, of Seller including without limitation (i) any amount of principal and interest owed by Seller to Dan ▇▇▇▇▇▇▇▇▇ ▇▇▇eeding $1,185,000, (ii) taxes with respect to or attributable to the Assets for all Retained Liabilitiestaxable periods through the Closing Date, including (iii) any liabilities associated with the Liabilities specified on Schedule 1.2(bExcluded Assets, (iv) any expenses and all costs arising from this transaction, and (iv) any other liabilities of Seller not specifically assumed by Purchaser (the Sellers and their respective Affiliates not constituting Assumed "Excluded Liabilities").

Assumption of Liabilities. (a) Upon and subject to As of the terms and conditions of this AgreementPrimary Closing, the Buyer Purchaser shall assume and agree to perform and discharge the following as they become responsible for, due for all periods from and after the date of the Primary Closing, only to the following Liabilities (the “Assumed Liabilities”): extent not previously performed or discharged: (i) all obligations of Seller which accrue and are to be performed from and after the Liabilities specified Primary Closing under those permits, authorizations, licenses, leases, rights of way, easements and other agreements related to the Business listed on Schedule 1.2(aSCHEDULES 2.01(a); , 2.01(c) and 2.01(d); and (ii) express contractual performance all other obligations due or arising after of Seller entered into during the period from the date hereof to the Primary Closing by Seller and identified to and consented by Purchaser and specifically assumed by Purchaser at the Primary Closing (all of such permits, authorizations, licenses, leases, rights of way, easements and other agreements referred to in items (i) and (ii) being referred to hereinafter as the "Assumed Liabilities"). Purchaser shall not be liable for any liabilities, debts, contracts, agreements, including without limitation any contracts or agreements set forth on Schedule 2.02, or other obligations of Seller of any nature whatsoever other than the Assumed Liabilities and it is expressly understood that Purchaser shall not assume, and shall not be liable for any of Seller's expenses or obligations relating to Retained Liabilities) or accruing by reason of the Business arising under Contracts that constitute Acquired Assets proceedings relating to the FCC Authorization in FCC CC Docket 91-142 (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(athe "Algreg Proceeding"), including any obligations relating to any settlement thereof (such other liabilities, debts, contracts, agreements or other obligations of Seller other than the Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable being referred to as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting "Non-Assumed Liabilities").

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this AgreementSymantec will assume, the Buyer shall assume and become responsible for, from and after effective on the Closing, only those liabilities and obligations of BR (a) entered into or incurred in the following ordinary course of business from and after Apri▇ ▇, ▇▇▇▇, (▇) ▇▇▇er those Contracts transferred to Symantec pursuant to Section 1.1(d)(i) which are incurred after the Effective Date, (c) that are listed in SCHEDULE 1.4, (d) that constitute Distributor Liabilities as defined in Section 11.2 (provided that Symantec will be entitled to indemnification for Indemnified Distributor Claims to the “Assumed Liabilities”): extent set forth in Section 11.2 and the Escrow Agreement), (e) that constitute taxes and charges to be paid by Symantec pursuant to Section 7.2 (provided that any such taxes paid shall be treated as a Loss under Section 11.2.3 hereof), (f) that arise under any Employee Plan (as defined in Section 3.14.3 and that has been disclosed to Symantec in writing), (g) that constitute warranty claims or service claims based on warranties disclosed by BR to Symantec pursuant to the Schedules attached hereto, or (h) that constitute obligations to employees arising from termination of their employment by BR because Symantec chooses not to hire them (up to the amount of severance pay for such employees indicated in the Transition Agreement entered into between the parties even date herewith) other than liabilities based on express contracts not disclosed on a Schedule hereto. Symantec will not assume any liabilities or obligations of BR of any nature whatsoever, except as expressly provided in the first sentence of this Section 1.4, whether now existing or hereafter arising, including those (i) the Liabilities specified on Schedule 1.2(aarising under ERISA (as defined in Section 3.14.3 below); , or (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business except as set forth above in this Section 1.4, arising under Contracts that constitute Acquired Assets (it being understood and agreed thatany claim existing, except as provided in clause (iv) of this Section 1.2(a)accrued or accruing, Assumed Liabilities described in this clause (ii) will exclude any amounts due contingent or payable as of otherwise, before the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverClosing. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer Orkin shall assume on the Closing Date and become responsible forshall pay, perform and discharge when due all of ▇▇▇▇'▇ obligations and liabilities arising from and after the ClosingClosing under the Customer Contracts (other than Termite Guarantee Contracts, only which shall be governed by the following Liabilities provisions of Section 1.03(c) hereof), the Other Contracts, the Leases and the Purchase Orders ("Executory Contractual Liabilities"). As a part of the “Assumed Liabilities”): Purchase Price, Orkin shall also assume (i) the Liabilities obligations of ▇▇▇▇ under those certain deferred compensation agreements specified on Schedule 1.2(a1.03(a)(i) attached hereto (the "Deferred Compensation Agreements"); ; (ii) express contractual performance those acquisition debt obligations due or arising after specified on Schedule 1.03(a)(ii) attached hereto (the Closing "Acquisition Obligations"); (other than obligations relating to Retained Liabilitiesiii) that certain outstanding loan from Deposit Guaranty National Bank, in the principal amount of [***] (the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause "[***] Loan"); (iv) the obligations of this Section 1.2(a)▇▇▇▇ for [***] - CONFIDENTIAL TREATMENT REQUESTED [***] but [***], Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable [***] with [***], [***], and/or [***] of Redd employees as of the Closing under or in respect of Contracts that constitute Acquired AssetsDate (the "Days Off Accruals"); ; and (iiiv) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent specified accounts payable as identified and in the amounts provided for amount contained on the Final Closing Statement; and Assumed Payables List (iv) Liabilities (other than Retained Liabilities) which are not included as hereinafter defined). Collectively, the liabilities referred to in clause (i), (ii) or (iii) of this Section 1.2(a), but only to 1.03(a) are the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever"Assumed Liabilities". (b) Except for the Assumed Liabilities, it is expressly understood and agreed between the parties hereto that ORKIN SHALL NOT ASSUME AND IS NOT ASSUMING, NOR SHALL ORKIN BECOME LIABLE, OBLIGATED OR RESPONSIBLE FOR THE PAYMENT OF ANY DEBTS, LIABILITIES OR OBLIGATIONS OR THE PERFORMANCE OF ANY DUTIES OF ▇▇▇▇ OF ANY KIND OR NATURE WHATSOEVER, KNOWN OR UNKNOWN, WHETHER ARISING BEFORE, ON OR SUBSEQUENT TO THE CLOSING AND WHETHER CONTINGENT OR LIQUIDATED IN AMOUNT (INCLUDING, WITHOUT LIMITATION, ANY DEBT, LIABILITIES, OBLIGATIONS OR DUTIES ARISING OUT OF ACCOUNTS PAYABLE (OTHER THAN THOSE INCLUDED IN THE ASSUMED PAYABLES LIST), TAX LIABILITIES, ENVIRONMENTAL, IMMIGRATION OR PRODUCT LIABILITY MATTERS, EMPLOYEE BENEFITS, CUSTOMER CONTRACTS OR OTHER CONTRACTS OR AGREEMENTS (OTHER THAN OBLIGATIONS ARISING UNDER THE EXECUTORY CONTRACTUAL LIABILITIES FROM AND AFTER THE CLOSING DATE) OR OTHER LIABILITIES OF ▇▇▇▇). (c) Notwithstanding the terms of Section 1.2(a) or any other provision of anything in this Agreement to the contrary, the Buyer Orkin shall not assume or become responsible forany obligation under a [***] unless and until (i) the [***] to such contract makes a [***] to [***], (ii) the [***] for which such [***] was made has commenced, and (iii) Orkin inspects and is satisfied with the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities condition of the Sellers and their respective Affiliates not constituting Assumed Liabilitiessuch [***].

Assumption of Liabilities. Upon the sale and purchase of the Subject Assets, Buyer (subject to the last sentence of Section 1.1(a)) shall assume and agree to pay or discharge when due in accordance with their respective terms (a) Upon those liabilities shown or reflected on the Base Balance Sheet and subject to thereafter assumed by Seller which are outstanding at the time of the Closing and those liabilities and obligations incurred by MDCI, MDC, SMI or Seller in connection with the MacGregor Dental Centers business since the date of the Base Balance Sheet in the ordinary course of business consistent with past practice and otherwise in a manner consistent with the terms and conditions of this Agreement, Agreement which are outstanding at the Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after time of the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed thatin each case, except as provided in clause clauses (ivi) of this Section 1.2(athrough (vii) below), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant subject to Section 4.6 of this Agreement, but only to the extent and 1.6 in the amounts provided case of accounts payable-trade, (b) obligations for performance from after the date hereof of those agreements listed on Schedule 1.2(b) (the Final Closing Statement; and "Assumed Contracts"), (ivc) Liabilities (other than Retained Liabilities) which are not included fees of attorneys, investment bankers and accountants for Seller and Parents as described in clause (i) below and Section 8.2(a) in an amount not to exceed $1,050,000, and (d) those obligations listed in Schedule 1.2(d) up to the amounts specified (the "Disclosed Matters"), (ii) or (iii) . The liabilities to be assumed by Buyer under this Agreement are hereinafter sometimes referred to as the "Liabilities." Except as specifically provided in the first sentence of this Section 1.2(a)1.2, but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible forbe bound by any obligations or liabilities of Seller, any Parent or any of their affiliates or predecessors of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whatsoever, and without limiting the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities generality of the Sellers foregoing, Buyer shall not assume and shall not pay any of the following liabilities: (i) liabilities incurred by Seller, any Parent or any of their respective Affiliates not constituting Assumed Liabilities.affiliates or predecessors in connection with this Agreement and the transactions provided for herein, except as contemplated by the preceding paragraph and Section 8.2(a);

Assumption of Liabilities. (a) Upon and subject to Effective as of the terms and conditions of this AgreementClosing, the Buyer DGHC shall assume and become be responsible for all of CPC's duties and obligations under the Existing JOA and CPC's pro rata share pursuant to the Existing JOA of all liabilities of the Joint Venture, arising prior to or subsequent to the Closing, as well as all obligations and liabilities arising subsequent to the Closing relating to the business and operations of the Newspapers, provided that DGHC shall not assume, and DGHC and its affiliates shall not be responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): CPC shall be responsible for: (i) all duties, obligations and liabilities allocated to CPC by the Liabilities specified on Schedule 1.2(a); terms of the Amended JOA with respect to The Charleston Daily Mail; (ii) express contractual performance obligations due the entire cost and expense of defending, settling, paying and discharging any liability or other claim which is not covered by the libel insurance obtained by the Joint Venture (excluding any such cost or expense which is not covered as a result of the application of any deductible amount or co-payment requirement provided under the insurance policy) for the The Charleston Daily Mail on account of anything published in or excluded from The Charleston Daily Mail, or arising after by reason of anything done or omitted to be done by the Closing (other than obligations relating editorial department thereof, whether prior to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood or subsequent to Closing; and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities all severance and similar obligations and liabilities to ▇▇▇ ▇▇▇▇▇▇▇. No other obligations or liabilities shall be assumed by DGHC (or its affiliates) at Closing other than those expressly assumed by the Buyer pursuant to Section 4.6 of this Agreementthe preceding sentence (collectively, but only the "ASSUMED LIABILITIES") and CPC shall retain all other obligations and liabilities, whether or not relating to the extent Newspapers (collectively, together with the obligations and liabilities described in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause clauses (i), (ii) or and (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contraryabove, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities"EXCLUDED LIABILITIES").

Assumption of Liabilities. (a) Upon and On the Closing Date, Buyer shall assume, pay, perform in accordance with their terms or otherwise satisfy, as of the Closing Date, the liabilities of Sellers set forth in Schedule 1.3, subject to the terms and conditions of this Agreementlast sentence in Section 1.3(b), the Buyer shall assume and become responsible for, from and after the Closing, only including the following Liabilities (the “Assumed Liabilities”): (i) All of the Liabilities specified on Schedule 1.2(aobligations of Sellers under the permits, licenses and governmental approvals set forth in Section 1.1(m), the contracts and agreements set forth in Section 1.1(e), including without limitation any cancellation charges, liabilities or penalties in the event that Buyer elects to terminate or cease performance under such contracts or agreements; (ii) express contractual performance All obligations due or and liabilities arising out of events occurring from and after the Closing (other than obligations relating Date related to Retained Liabilities) the ownership of the Assets or the conduct of the Business arising under Contracts that constitute Acquired Assets (it being understood from and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of after the Closing under or in Date, including without limitation property taxes due and payable with respect of Contracts that constitute Acquired Assets);to periods from and after the Closing Date; and (iii) Liabilities expressly assumed Any obligations and liabilities resulting from or associated with the termination by Buyer (or its permitted assigns) of employment on or after the Closing Date, or otherwise in connection with this transaction, of any employee of the Business or the failure of Buyer pursuant (or its permitted assigns) to offer employment to all of the employees of the Business as provided in Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (6.4 other than Retained Liabilities) which are not included those listed on Schedule 1.2 or to otherwise comply with its obligations as set forth in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever6.4. (b) Notwithstanding Nothing in this Agreement will be construed as an attempt or agreement to assign any lease, contract or other agreement or any license which cannot be assigned, transferred, subleased or sublicensed without the terms consent or waiver of Section 1.2(athe party or parties thereto (other than Sellers) or any third party (including a government or governmental unit) unless such consent or waiver has been obtained, or if such assignment, transfer, sublease or sublicense or attempt to assign, transfer, sublease or sublicense would constitute a breach thereof or a violation of any law, decree, order, regulation or other provision of governmental edict, this Agreement will not constitute an assignment, transfer, sublease or sublicense thereof. Sellers will use all reasonable efforts prior to and, if necessary with respect to the contraryAssets after, the Closing, to obtain such consents, if any, as may be required for the assignment or transfer by Sellers of the Assets. Buyer shall will cooperate with Sellers, in such manner as may be reasonably requested, in connection therewith. If any such consent is not assume obtained prior to the Closing, then Sellers and Buyer will use all reasonable efforts to enter into an arrangement with respect to any such lease, contract, agreement or become responsible forlicense to provide Buyer with all of the benefits enjoyed by Sellers under any such license, lease, contract or other agreement, and the Sellers shall remain liable for, Buyer will perform all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers obligations under such licenses, leases, contracts and their respective Affiliates not constituting Assumed Liabilitiesother agreements as though they had been assigned to Buyer, unless and until such licenses, leases, contracts and other agreements have been terminated or as a result of Sellers’ failure to obtain the consent or waiver of the party or parties thereto, default occurs under such licenses, leases, contracts and other agreements (and Sellers’ default continues uncured and deprives Buyer of the use and enjoyment of the Assets subject to the license, lease, contract or other agreement).

Assumption of Liabilities. In addition to the payment of the Purchase ------------------------- Price, as additional consideration for the purchase of the Purchased Assets, Buyer shall assume: (a) Upon the liabilities of Seller listed on Schedule 1.4 hereto; ------------ and subject (b) the obligations of Seller under the Contracts and the Leases, in each case arising from and accruing with respect to the terms and conditions operation of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising Business after the Closing Date, except any Contracts or Leases included in the Retained Assets (the "Assumed Liabilities"). Seller shall be responsible for all the obligations and liabilities of Seller whether now existing or previously or hereafter incurred other than obligations relating the Assumed Liabilities, including but not be limited to Retained Liabilities(a) all taxes that result from or have accrued in connection with the operation of the Business prior to the Closing Date except to the extent any such liabilities are listed on Schedule 1.4; (b) liabilities and obligations ------------- arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided Leases transferred to Buyer in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of accordance with this Agreement to the contraryextent such liabilities and obligations arise during or relate to or have accrued in connection with any period prior to the Closing except to the extent any such liabilities are listed on Schedule 1.4; (c) all liabilities ------------ and obligations accruing with respect to the operation of the Business prior to the Closing except to the extent any such liabilities are listed on Schedule -------- 1.4; (d) all liabilities related to the Green Room Benefit Plans; and (e) all --- liabilities and obligations of Seller under this Agreement and any other agreement entered into in connection herewith (collectively, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all "Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities").

Assumption of Liabilities. (a) Upon and subject to At the terms and conditions of this AgreementClosing, the Buyer shall assume execute and become responsible for, from and after the Closing, only the following deliver a General Instrument of Assumption of Liabilities (the “"General Instrument of Assumption") -------------------------------- substantially in the form attached as Exhibit A hereto, pursuant to which the --------- Buyer shall assume and agree to perform, pay and discharge in accordance with the terms thereof the liabilities, obligations and commitments of the Seller set forth on Schedule 1.4(a) hereto (the "Assumed Liabilities”):"). --------------- ------------------- (b) Except with respect to the Assumed Liabilities, the Buyer shall not assume and shall not in any way be responsible for any of the debts, liabilities or obligations of the Seller. Without limiting the generality of the foregoing, the Buyer shall have no liability for the following unless and to the extent that such items are listed on Schedule 1.4(a), and the items which are --------------- described below and which are not listed on Schedule 1.4(a) shall be excluded --------------- from the definition of "Assumed Liabilities": ------------------- (i) principal, interest, fees, expenses and other obligations of the Liabilities specified on Schedule 1.2(aSeller in respect of borrowed money, capital leases and installment purchases or any agreement with respect thereto, including without limitation any principal, interest, or other obligations due to ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (formerly the Chase Manhattan Bank); (ii) express contractual performance obligations due or arising after of the Closing (other than obligations Seller relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets Taxes (it being understood and agreed that, except as expressly provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 8.3 of this Agreement). For purposes of this ----------- Agreement, but only to "Taxes" shall mean all federal, state, local and foreign income, property, sales, use, franchise, employment, withholding, excise and other taxes, tariffs and governmental charges of any nature whatsoever, together with any interest, penalties or additions with respect thereto, including without limitation (A) Taxes owed by the extent and Seller in connection with the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i)transactions contemplated hereby, (iiB) Taxes owed to or (iii) of this Section 1.2(a)assessed by, but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision claims made by, the BATF or any related party as a result of this Agreement actions or operations of the Seller prior to the contrary, the Buyer shall not assume or become responsible forClosing Date, and (C) Taxes owed or obligations incurred with respect to any tax audits of the Sellers shall remain liable for, all Retained LiabilitiesSeller, including the Liabilities specified without limitation those audits listed on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.2.12 hereto; -------------

Assumption of Liabilities. (a) Upon On the Transaction Date, Purchaser assumes the liabilities and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts Seller in connection with the contracts and leases that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as form part of the Closing under or in respect of Contracts that constitute Acquired purchased Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding From the the Transaction Date, Purchaser will have no liability for the use of the T-1 line servicing ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ until such time as ITEX vacates the premises located there. Purchaser may utilize the existing telephone lines after the Transaction Date, but will be responsible for any line charges and telephone charges incurred in connection with the use of the lines. Purchaser will forthwith make arrangements to have its own telephone lines installed at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ after the Transaction Date. Purchaser may utilize the KSU associated with the telephone system located at the premises, and agrees that at the time ITEX vacates the premises at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, if ever, that Purchaser will obtain its own KSU and telephone lines to provide service for its telephone system and Purchaser will obtain its own T-1 line or alternative Internet connection. Purchaser will assume all liabilities for all other business related services at the premises referenced in paragraph (a) above; (c) Purchaser assumes all Obligations of the Seller accruing after the Closing Date in respect of the purchased Assets, except that, Seller shall continue to be responsible for the payment the lease for seven (7) Gateway computers and the buyout of this leases at its expiration. (d) On the Transaction Date, Purchaser shall enter into a lease for the premises it intends to occupy at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ from the owner of the premises. (e) On the Transaction Date, Purchaser also assumes any liability of Seller with respect to any earned or accrued vacation pay or severance benefits to which the Employees listed on Exhibit B may be entitled under federal or state law, as set forth in Paragraph 3.4 above; With respect to each of these Liabilities set forth in this Paragraph 3.5 or on Schedule C, Purchaser shall indemnify and hold harmless Seller from and against the full amount of any losses incurred by Seller with respect to claims based on the Liabilities. From time to time after the date of this Agreement, Purchaser shall, without further consideration, execute and deliver such other instruments and take such other action as Seller may reasonably request to carry out the terms and provisions of Section 1.2(a) or Purchaser's assumption of the Liabilities. Purchaser assumes no obligation with respect to any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed LiabilitiesSeller to any third party or with respect to any liabilities to an individual or entity other than those listed above.

Assumption of Liabilities. (a) Upon On and subject to the terms and conditions of this Agreement, at the Closing Buyer shall agrees to assume and become responsible for, from and after the Closing, only for the following Liabilities (the “Assumed Liabilities”):), but will not otherwise assume or have any responsibilities with respect to obligations or liabilities of the Seller: (ia) the Liabilities specified of the Seller as set forth on Schedule 1.2(a2.4(a); (iib) express contractual performance all obligations due or of the Seller under the Contracts listed on Schedule 2.3(b) arising after following the Closing (other than obligations relating to Retained Liabilities) Date; for purposes of clarity, it is acknowledged and agreed that notwithstanding the Buyer’s assumption of the Business arising Seller’s obligations to provide maintenance and support services under various of the Contracts that constitute Acquired Assets which are reflected as “Current Liabilities” on Lines 2310 and 2320 of the Seller’s general ledger included in the Financial Statements, the Seller is retaining all rights to the cash previously received by the Seller in connection with such maintenance and support services; and (it being understood c) all pre-paid and agreed that, except as provided in clause (iv) undelivered consulting days of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable the Seller under the Contracts as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent Date listed and in the amounts provided for described on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (iSchedule 2.4(c), (ii) or (iii) which the Parties have agreed to value at a rate of this Section 1.2(a)$900.00 per day. Except for the Assumed Liabilities, but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume and shall not be responsible for any Liability of the Seller or become responsible forPrincipal, including but not limited to: (i) any Liability of the Seller or Principal for Taxes; (ii) any obligations of the Seller arising prior to or as of the Closing Date except as the same may be reflected on Schedule 2.4; (iii) any obligations of the Seller or Principal arising under that certain Asset Purchase Agreement dated July 21, 2006 between Seller, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ITG Competency Group, Inc., and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(bany agreements or instruments contemplated thereby: (iv) and all other liabilities any obligation of the Sellers Seller to indemnify any person or entity by reason of the fact that such person or entity was a director, officer, employee, or agent of the Seller or was serving at the request of the Seller as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and their respective Affiliates not constituting Assumed Liabilitieswhether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise); and (v) any Liability of the Seller for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

Assumption of Liabilities. (a) Upon and subject Subject to the terms and conditions of this Agreement, and in further consideration for the Buyer shall assume transfer and become responsible fordelivery of the Assets to the Buyer, and in reliance on the representations and warranties of Seller herein contained, Buyer, from and after the ClosingClosing Date, only the following Liabilities (the “Assumed Liabilities”):shall: (i) assume and agree to observe, perform and fulfill the Liabilities specified on Schedule 1.2(a);terms and conditions of the Acquired Contracts transferred pursuant to Section 2.1 hereof; provided, however, that there shall exist no default or condition that, with notice or the passage of time, or both, might constitute a default with respect to such agreements, and no default will exist upon assignment of any such agreement to Buyer; and (ii) express contractual performance assume and agree to pay and discharge all debts, liabilities and obligations due or arising after out of the Closing (other than obligations relating to Retained Liabilities) Buyer's conduct of the Business arising under Contracts that constitute Acquired and the ownership of the Assets (it being understood and agreed that, except as provided in clause (ivSection 2.2(a)(i) above) of any kind, character or description, whether accrued, absolute, contingent or otherwise including any and all Product warranty obligations for repairs to Products (the "Product Repair Claims") that arise before or after the Closing Date, or any obligations under any of the Permits that arise after the Closing Date. (b) The obligations and liabilities which are required to be assumed by the Buyer under this Section 1.2(a), Assumed Liabilities described 2.2 are herein referred to as the "ASSUMED LIABILITIES." The undertakings of the Buyer referred to in this clause (ii) will exclude Section 2.2 shall not in any amounts due or payable as way limit the Buyer's right of recourse for any breach of the Closing under covenants, representations or warranties of the Seller contained in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly this Agreement. Nothing contained in this Agreement shall be deemed or construed to foreclose the Buyer from contesting in good faith the duties and liabilities to third parties which are assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon and subject to Except as provided in the terms and conditions of this Agreementfollowing paragraph (b), the Buyer shall Purchaser will assume and become responsible for, from and after at the Closing, only and agrees to timely pay, all liabilities of the following Liabilities Seller of any nature whatsoever (fixed or contingent, known or unknown), including but not limited to (i) all of the Seller’s obligations under the Contracts that arise out of or relate to the period after the Closing Date, (ii) all warranty claims against the Seller for products manufactured prior to the Closing Date, (iii) all liabilities related to the Joint Venture as set forth in Schedule 1.2(a), and (iv) all nondelinquent earned but unpaid compensation of any kind payable after the Closing Date to any employees of the Seller that are subsequently hired by the Purchaser, including salaries, commission payments, and paid time off, as set forth on Schedule 1.2(a) (all such liabilities are referred to as the “Assumed Liabilities”): (i) ). Notwithstanding the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed thatforegoing, except as provided in clause (iv) of this Section 1.2(a)there are no current material warranty claims, Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreementand, but only to the extent and in Seller’s Knowledge, any expected warranty claims against the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverSeller. (b) Notwithstanding the terms foregoing paragraph (a), the Seller shall remain responsible for the following (collectively, the “Retained Liabilities”), none of which shall be a part of the Assumed Liabilities: (i) all of the Seller’s accounts payable existing as of the Closing Date that are at least 90 days in arrears, as set forth on Schedule 1.2(b); (ii) any indebtedness of the Seller to any of the Seller’s Affiliates; (iii) any Liability of any Person other than the Seller; (iv) any Liability of the Seller arising out of or relating to the execution, delivery or performance of any of the Transactional Agreements; (v) any Liability of the Seller arising from or relating to any action taken by the Seller, or any failure on the part of the Seller to take any action, at any time after the Closing Date; (vi) any Liability of the Seller arising from or relating to any Proceeding against the Seller relating to any occurrence or event happening prior to the Closing; (vii) any Liability of the Seller for the payment of any Tax (except as set forth in Section 1.4); (viii) any Liability of the Seller to any employee or former employee of the Seller under or with respect to any Seller Employee Plan, profit sharing plan or dental plan or for severance pay not included in Schedule 1.2(a); (ix) any Liability of the Seller to any shareholder or any other provision of this Agreement Related Party; (x) any Liability under any Contract, if the Seller shall not have obtained, prior to the contraryClosing Date, any Consent required to be obtained from any Person with respect to the Buyer shall not assume assignment or become responsible fordelegation to the Purchaser of any rights or obligations under such Contract; (xi) any Liability that is inconsistent with or constitutes an inaccuracy in, and or that arises or exists by virtue of any Breach of, (x) any representation or warranty made by the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities Seller in any of the Sellers and their respective Affiliates not constituting Assumed LiabilitiesTransactional Agreements, or (y) any covenant or obligation of the Seller contained in any of the Transactional Agreements; and (xii) all real property leases of the Seller.

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this Agreement, the The Buyer shall assume be responsible for and become responsible forshall adopt and assume, with effect from and after the Closing, and shall perform and discharge in full, only the following Liabilities liabilities and the obligations of Federal-Mogul relating to the Business: (a) All obligations and liabilities arising or performable after the “Assumed Liabilities”):Closing Date under any of the Contracts assigned to the Buyer or for which the Buyer is receiving the economic benefits of as provided in Section 2.05 (other than liabilities and obligations attributable to any failure by Federal-Mogul to comply with the terms thereof except as otherwise provided in this Agreement). The foregoing shall include but not be limited to Federal-Mogul's obligations for the unexpired portion of Federal-Mogul's warranty for parts and labor on goods sold by the Business prior to the Closing Date, all accepted orders from customers of the Business, and all purchase orders of the Business issued in the ordinary course of business; (b) All Taxes (other than (i) income taxes, and (ii) sales, transfer and similar Taxes in excess of $200,000 that are incurred in connection with the Liabilities specified consummation of the transactions contemplated herein) to the extent such Taxes are shown as liabilities on Schedule 1.2(a)the Balance Sheet and all such Taxes that relate to the Business and are incurred after December 31, 2000 in the ordinary course of business and are unpaid as of the Closing Date; (iic) express contractual performance obligations due All sales, transfer and similar Taxes that are incurred or imposed as a result of the consummation of the transactions contemplated herein, to the extent such Taxes do not exceed $200,000; (d) All trade accounts payable relating to the Business as of the Closing Date; (e) Any liabilities arising after the Closing (other than obligations Date based upon, arising out of, relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed thator otherwise in connection with events, except as provided in clause (iv) of this Section 1.2(a)actions, Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreementoccurrences, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.omissions,

Assumption of Liabilities. (a) Upon On the terms and subject to the terms and conditions of set forth in this Agreement, at the Buyer Closing Purchaser shall assume and become responsible for(or shall cause its designated Affiliate or Affiliates to) assume, from and after effective as of the Closing, only all of the following Liabilities of Seller and the Selling Subsidiaries (collectively, the “Assumed Liabilities”): ): (a) all Liabilities of Seller and the Selling Subsidiaries under the Purchased Contracts (i) that arise out of or relate to events, circumstances, conditions, or actions that first occur during the Liabilities specified on Schedule 1.2(a); period from and after the Closing Date or (ii) express contractual performance obligations due or arising after for services to be rendered by the Closing Business with respect to Deferred Revenue; and (other than b) all liabilities and obligations relating to Retained Liabilities(i) of employee compensation or other arrangements with respect to any Transferred Employee arising on or after the Business arising under Contracts that constitute Acquired Assets (it being understood Closing, and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable employee benefits, including, without limitation, all entitlements, vacation, and years of service, whether accrued as of the Closing under Date or in respect arising out of Contracts that constitute Acquired Assets); or related to the period from and after the Closing Date (iii) all such Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in relating to a period on or before the amounts provided for on Closing, the Final Closing Statement; and (iv) Liabilities (other than Retained “Transferred Employee Liabilities) which are not included in clause (i”), (ii) or (iii) of this Section 1.2(a)provided, but only however, with respect to the Transferred Employee Liabilities related to paid time off, solely to the extent and such liabilities in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. aggregate are less than or equal to Four Hundred Fifty Thousand Dollars (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement $450,000); and to the contraryextent the Transferred Employee Liabilities related to paid time off in the aggregate exceed such amount, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilitiessuch excess will be an Excluded Liability.

Assumption of Liabilities. (a) Upon the terms and subject to the terms and conditions of this Agreementcontained herein, the Buyer shall assume and become responsible for, from and after at the Closing, only the following Liabilities (the “Assumed Liabilities”): Acquiror agrees to assume (i) the all Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due accruing, arising out of, or arising relating to periods, events or occurrences happening after the Closing Date under (a) the Contracts and Leases identified on Schedule 4.8 as "Assumed Contracts" or "Assumed Leases"; (b) any Contract or Lease not required to be set forth on Schedule 4.8 which (1) is commercially reasonable as to its terms binding Seller, (2) is reflected in the Books and Records, (3) was entered into as a result of an arms' length negotiation in the ordinary course of business and (4) would not, together with other than obligations relating to Retained Liabilities) of the Business arising under such Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided described in clause (iv) of this Section 1.2(ab), create a Material Adverse Effect; and (c) under any other Contracts or Leases that are not Assumed Liabilities described Contracts pursuant to the foregoing clauses (a) or (b) which Acquiror elects to accept and assume in this clause its sole discretion (ii) will exclude the "Additional Contracts"), excluding in each case any amounts due Liability for any Default under any Contract or payable as of Lease occurring on or prior to the Closing under Date, and excluding, in each case, any intercompany Contracts of Seller or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i)Business, (ii) or all Current Liabilities, and (iii) of this liability for real property, personal property and similar ad valorem taxes specifically apportioned to Acquiror pursuant to Section 1.2(a10.7 hereof (collectively, the "Assumed Liabilities"), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding If Seller discovers an Additional Contract, it shall promptly give Acquiror written notice of such Additional Contract and a copy of such Additional Contract, and Acquiror shall have the terms option to elect to assume such Additional Contract in its sole discretion. If Acquiror fails to notify Seller of its intention to assume such Additional Contract within thirty (30) days after Acquiror's receipt of written notice from Seller, Seller may assume that Acquiror does not intend to assume such Additional Contract. If Acquiror discovers an Additional Contract, it may assume such Additional Contract in its sole discretion by giving Seller written notice of its intention to assume such Additional Contract. Any Additional Contracts which Acquiror elects to assume pursuant to this Section 1.2(a2.2(b) or any other provision shall be deemed Assumed Contracts for purposes of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) Assignment and all other liabilities Assumption of the Sellers and their respective Affiliates not constituting Assumed LiabilitiesContract Rights.

Assumption of Liabilities. (a) Upon As of the Effective Date, COF shall, and subject hereby does, assume and covenant and agree to pay, defend, satisfy, discharge and perform as and when due the following debts, liabilities or obligations arising from or related to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities Christopher's Business (the “"Assumed Liabilities”"): (i1) Debts, liabilities or obligations described or identified in the Liabilities specified on "Unpaid Bills Detail" attached hereto as Schedule 1.2(a4(a)(2); (ii2) express contractual performance Debts, liabilities or obligations due arising from or arising after related to the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets)License Agreements; (iii3) Liabilities expressly Debts, liabilities or obligations arising from or related to the Assigned Contracts; (4) Debts, liabilities or obligations arising from or related to any payroll tax liabilities in the principal sum of roughly $161,806.12 which were or may have been assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and NSI in the amounts provided for on the Final Closing Statement; andAcquisition Agreement; (iv5) Liabilities (other than Retained Liabilities) which are not included in clause (iDebts, liabilities or obligations arising from or related to any of the related party debt obligations described on Schedule 4(a)(5), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Except as expressly set forth in Section 1.2(a4(a) or any other provision of this Agreement to the contraryabove, the Buyer COF shall not assume or become in any way be responsible forfor any other liabilities or obligations of NSI whatsoever, including without limitation any liabilities or obligations related to the operation or condition of the Christopher's Business or the Transferred Assets arising or attributable to any time prior to the Effective Date. Further, in the event of any failure or refusal of NSI to make any installment payment of the Settlement Sum as contemplated by Section 1 above, after written notice and opportunity to cure of not less than ten (10) business days, COF shall be exonerated from liability for the Assumed Liabilities. Further, COF shall not assume or in any way be responsible for the defending any lawsuits pending against the VL Parties, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified notify VL Parties upon making any payment on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting such Assumed Liabilities.

Assumption of Liabilities. BUYER shall assume on the Closing Date and shall pay, perform and discharge when due the following obligations and liabilities of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, of SELLER relating exclusively to the Business (collectively the "Assumed Liabilities"): (a) Upon all obligations and liabilities of SELLER under the Contracts to the extent relating solely to performance thereunder due by SELLER after the Closing Date and to the extent that such Contracts are in writing and specifically described in SCHEDULE 1.4(c) and are validly assigned to BUYER and relate to the Business; PROVIDED, that to the extent services are provided by SELLER under the Transition Services Agreement, BUYER'S obligation to assume the foregoing with respect to such services shall not commence until the end of the Transition Period as defined in the Transition Services Agreement; (b) all obligations, liabilities, commitments and similar claims in respect of any and all Products sold at any time after the Closing Date or any of the Assets or the Business relating to events occurring after the Closing Date (except those obligations, liabilities and commitments described in Section 1.7 hereof); (c) all obligations and liabilities of SELLER under Purchase Orders that are outstanding as of the Closing Date but only to the extent that the goods and services that are the subject thereof relate to services to be performed or goods to be delivered after the Closing Date; (d) those commitments for promoting and advertising the Brand specifically identified in SCHEDULE 1.6(d) and any others that BUYER, in its sole discretion, agrees in writing to assume prior to or at Closing (the "Promotional Liabilities"); (e) subject to the terms and conditions provisions of Section 7.10, all liabilities associated with the return of Products after the Closing Date other than returns of defective Products or Products that fail to meet manufacturing specifications or legal requirements; (f) in accordance with Section 6.4 of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”):capital expenditures of SELLER specifically described on SCHEDULE 6.4 hereof; and (ig) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or any expenses arising after the Closing (other than obligations relating to Retained Liabilities) Date in connection with the conduct of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided litigation in clause (iv) of this Section 1.2(a), Assumed Liabilities Brazil described in this clause Section 3.7(b) (ii) will exclude but excluding any amounts due or payable as of the Closing under or liability for adverse judgments in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreementsuch litigation, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only relating to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement period prior to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed LiabilitiesClosing).

Assumption of Liabilities. (a) Upon the terms and subject to the terms and conditions of this Agreementcontained herein, the Buyer shall assume and become responsible for, from and after at the Closing, only the following Liabilities (the “Assumed Liabilities”): Acquiror agrees to assume (i) the all Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due accruing, arising out of, or arising relating to periods, events or occurrences happening after the Closing Date under (other than obligations relating a) the Contracts, Permits, Facility Lease and Personal Property Leases identified on Schedule 4.8 as "Assumed Contracts" or "Assumed Leases"; (b) any Contract or Lease pertaining to Retained Liabilities) of the Business arising under not required to be set forth on Schedule 4.8 which (1) is commercially reasonable as to its terms binding Seller, (2) is terminable by Seller within twelve (12) months of Closing, without adverse recourse, (3) is reflected in the Books and Records, (4) was entered into as a result of an arms' length negotiation in the ordinary course of business and (5) would not, together with other such Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided described in clause (iv) of this Section 1.2(ab), create a Material Adverse Effect; and (c) under any other Contracts or Personal Property Leases that are not Assumed Liabilities described Contracts pursuant to the foregoing clauses (a) or (b) which Acquiror elects to accept and assume in this clause its sole discretion (ii) will exclude the "Additional Contracts"), excluding in each case any amounts due Liability for any Default under any Contract or payable as of Lease occurring on or prior to the Closing under Date, and excluding, in each case, any intercompany Contracts of Seller or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i)Business, (ii) or all Current Liabilities, and (iii) of this liability for real property, personal property and similar ad valorem taxes specifically apportioned to Acquiror pursuant to Section 1.2(a10.7 hereof (collectively, the "Assumed Liabilities"), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding If Seller discovers an Additional Contract, it shall promptly give the terms Acquiror Parties written notice of such Additional Contract and a copy of such Additional Contract, and the Acquiror Parties shall have fifteen (15) days after the date such notice is received to notify Seller whether Acquiror elects to assume such Additional Contract in its sole discretion. If the Acquiror Parties fail to notify Seller of Acquiror's intention to assume such Additional Contract during such fifteen (15) day period, Seller may assume that Acquiror does not intend to assume such Additional Contract. If the Acquiror Parties discover an Additional Contract, Acquiror may assume such Additional Contract in its sole discretion by giving Seller written notice of its intention to assume such Additional Contract. Any Additional Contracts which Acquiror elects to assume pursuant to this Section 1.2(a2.2(b) or any other provision shall be deemed Assumed Contracts for purposes of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) Assignment and all other liabilities Assumption of the Sellers and their respective Affiliates not constituting Assumed LiabilitiesContract Rights.

Assumption of Liabilities. Subject to the conditions specified in this Agreement, on the Closing Date, Purchaser shall assume and agree to pay, defend, discharge and perform as and when due all liabilities and obligations of Seller as of the Closing Date primarily relating to the Other Business Segments (the “Assumed Liabilities”), including, but not limited to, the following: (a) Upon all obligations and liabilities under the Contracts and Assigned Leases; (b) all obligations of continued performance under executory vendor purchase orders for the purchase of supplies, equipment or services under which the supplies, equipment or services pertaining to the Other Business Segments (the “Vendor Orders”); (c) subject to Section 8.10 and Section 8.11, all obligations and liabilities that are due to the Assumed Employees including, but not limited to, any obligations or liabilities in connection with severance or termination payments; (d) accounts payable as of the Closing Date (1) associated with the Other Business Segments and referenced in the Accounting Data, and (2) associated with the Resource Center and shown on Schedule2.3(d); provided, however, that the accounts payable identified pursuant to clauses (1) and (2) of this sub-section shall be updated to take into account (A) all payments made and other activity prior to the Closing Date and (b) the addition of any new accounts payable to the other Business Segments prior to the Closing Date; and provided, further, that if the parties are unable to resolve a dispute whether a particular account payable falls within the scope of clause (1) or (2) of this sub-section, they shall refer the dispute for decision by the Accounting Firm, and any determination made by the Accounting Firm shall be binding on both parties. (e) all liabilities arising in connection with the litigation and other claims primarily related to the Other Business Segments, including, but not limited to, the litigation and claims listed on Schedule 2.3(e); (f) all liabilities arising from or relating to acts, errors or omissions of the Assumed Employees; (g) subject to Section 8.10(d), all liabilities under arising from or relating to the Transferred Plans; and (h) all obligations and liabilities under the Amended and Restated Employment Agreement, effective January 1, 2004, and the First Amended and Restated Employment Agreement on January 31, 2005, both between Seller or one or more of its affiliates and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, as amended by letter agreement dated October 31, 2006, between Kies and ▇▇▇▇▇ Consulting, Inc. (the “Letter Agreement”); provided, however, that Purchaser shall not assume any liability with respect to the $500,000 payment to Kies pursuant to the terms and conditions of this the Letter Agreement, the Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon and subject to At the terms and conditions of this AgreementClosing, the Buyer shall assume execute and become responsible for, from and after the Closing, only the following deliver an Instrument of Assumption of Liabilities (the “Assumed Liabilities”): "ASSUMPTION AGREEMENT") substantially in the form attached hereto as Exhibit B, pursuant to which it --------- shall assume and agree to (i) the Liabilities specified perform, pay and discharge, in accordance with their respective terms, all those liabilities and obligations set forth on Schedule 1.2(a1.3(a) attached hereto which were incurred in the ordinary course of ---------------- business of the Business and are outstanding on the date hereof, not to exceed the sum set forth on Schedule 1.3 (a) unless otherwise agreed by the Buyer (the --------------- obligations set forth in (i) are collectively, the "ASSUMED CURRENT LIABILITIES"); ; (ii) express contractual performance perform in accordance with their terms those obligations due or outstanding on the date hereof under the Contract Rights; and (iii) perform in accordance with their terms those liabilities arising after the Closing (date hereof from any agreement, contract, commitment or other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by contract documents which the Buyer has requested be transferred to it pursuant to Section 4.6 of this Agreement, 1.1 (a) but only which has not been so transferred due to the extent and failure of the Seller to obtain the consent or approval required for such transfer, provided that the Buyer has received substantially the same benefit of such contract as if such consent or approval had been obtained (the obligations set forth in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or and (iii) of this Section 1.2(aare, collectively, the "ASSUMED LIABILITIES"), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contraryExcept as otherwise provided herein, the Buyer shall not assume any of the liabilities of the Selling Parties and shall purchase the Assets free and clear of all liens, mortgages, security interests, encumbrances and claims and the Selling Parties each represent, warrant and agree that the Buyer shall not be or become responsible forliable for any claims, demands, liabilities or obligations not expressly assumed in this Agreement of any kind whatsoever arising out of or relating to the conduct of the Business by Seller or the Assets or Assumed Liabilities prior to the date hereof. Without limiting the foregoing, the Buyer shall not at the Closing assume or agree to perform, pay or discharge, and the Sellers Selling Parties shall remain unconditionally liable for, all Retained obligations, liabilities and commitments, fixed or contingent, of the Selling Parties other than the Assumed Liabilities, including but not limited to: (i) severance, termination or other payments or benefits (including, but not limited to, post-retirement benefits) including, but not limited to, those owing under the Liabilities specified on Schedule 1.2(bSeller's severance policy, any employment agreement to any employees (union or non-union) or any collective bargaining agreement with any employees (including, but not limited to the Seller's collective bargaining agreement with the Amalgamated Lithographers of America (the "COLLECTIVE BARGAINING AGREEMENT")), sales agents or independent contractors employed by the Seller prior to the Closing (collectively, "SELLER'S EMPLOYEES"), liabilities arising under any federal, state, local or foreign "plant closing law", liabilities accruing under the Seller's employee benefit plans, vacation pay plans or programs, retirement plans, and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.for any Employee Plan (as defined in

Assumption of Liabilities. (a) Upon and subject to At the terms and conditions of this AgreementClosing, the Buyer shall assume execute and become responsible for, from and after the Closing, only the following deliver an Instrument of Assumption of Liabilities (the “Assumed Liabilities”): "Assumption Agreement") substantially in the form attached hereto as Exhibit B, pursuant to which it shall assume and agree to (i) the Liabilities specified perform, pay and discharge, in accordance with their respective terms, all those liabilities and obligations set forth on Schedule 1.2(a1.3(a) attached hereto which were incurred in the ordinary course of business of the Business and are outstanding on the date hereof (the obligations set forth in (i) are collectively, the "Assumed Current Liabilities"); ; (ii) express contractual performance perform in accordance with their terms those obligations due or outstanding on the date hereof under the Contract Rights; and (iii) perform in accordance with their terms those liabilities arising after the Closing (date hereof from any agreement, contract, commitment or other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by contract documents which the Buyer has requested be transferred to it pursuant to Section 4.6 of this Agreement, 1.1 (a) but only which has not been so transferred due to the extent and failure of the Seller to obtain the consent or approval required for such transfer, provided that the Buyer has received substantially the same economic benefit of such contract as if such consent or approval had been obtained (the obligations set forth in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or and (iii) of this Section 1.2(aare, collectively, the "Assumed Liabilities"), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contraryExcept as otherwise provided herein, the Buyer shall not assume any of the liabilities of the Selling Parties and shall purchase the Assets free and clear of all liens, mortgages, security interests, encumbrances and claims and the Selling Parties each represent, warrant and agree that the Buyer shall not be or become responsible forliable for any claims, demands, liabilities or obligations not expressly assumed in this Agreement of any kind whatsoever arising out of or relating to the conduct of the Business by Seller or the Assets or Assumed Liabilities prior to the date hereof. Without limiting the foregoing, the Buyer shall not at the Closing assume or agree to perform, pay or discharge, and the Sellers Selling Parties shall remain unconditionally liable for, all Retained obligations, liabilities and commitments, fixed or contingent, of the Selling Parties other than the Assumed Liabilities, including but not limited to: (i) severance, termination or other payments or benefits (including but not limited to post-retirement benefits) including but not limited to those owing under the Liabilities specified Seller's severance policy or any employment agreement to any employees (union or non-union), sales agents or independent contractors employed by the Seller prior to the Closing (collectively, "Seller's Employees"), liabilities arising under any federal, state, local or foreign "plant closing law", liabilities accruing under the Seller's employee benefit plans, vacation pay plans or programs, retirement plans, and liabilities for any Employee Plan (as defined in Section 2.21 except those liabilities to Seller's Employees who become employees of the Buyer after the Closing relating solely to and arising solely out of their term of employment with the Buyer); (ii) worker's compensation claims arising from events prior to the Closing; (iii) stock option or other stock-based awards made to Seller's Employees; (iv) liabilities for any federal, state, local or foreign income taxes (including interest, penalties and additions to such taxes) or any deferred income taxes of the Selling Parties; (v) liabilities for any payroll taxes (including interest, penalties and additions to such taxes), except those liabilities to Seller's Employees who become employees of the Buyer after the Closing relating solely to and arising solely out of their term of employment with the Buyer; (vi) liabilities incurred for violations of occupational safety, wage, health, welfare, employee benefit or environmental laws or regulations prior to the date hereof; (vii) liabilities to the extent related solely to the Excluded Assets; (viii) except as provided in Section 11 hereof, any tax (including but not limited to any federal, state, local or foreign income, franchise, single business, value added, excise, customs, intangible, sales, transfer, recording, documentary or other tax) imposed upon, or incurred by, the Selling Parties, if any, in connection with or related to this Agreement or the transactions contemplated hereby (including interest, penalties and additions to such taxes); (ix) liabilities for any commercial rent taxes to the extent accrued but not paid prior to the date hereof; (x) other than the Assumed Liabilities, any liabilities of the Seller to third parties arising out of the failure of the Seller to obtain any necessary consents to the assignment to the Buyer of contracts or leases to which the Seller is a party (including damages asserted by third parties for breach of such contracts or leases due to the failure to obtain such consents); (xi) liabilities, contingent or otherwise, which are not disclosed on Schedule 1.2(b1.3(a); (xii) liabilities for borrowed money or liabilities, other than the Assumed Liabilities, to creditors of the Selling Parties; (xiii) liabilities of the Seller for any state franchise taxes or annual license or other fees relating to qualification as a foreign corporation or authorization to do business in such states (including interest, penalties and all additions to such taxes and fees); and (xiv) any other liabilities of any kind or nature whether now in existence or arising hereafter not expressly assumed by the Sellers and their respective Affiliates not constituting Assumed LiabilitiesBuyer under Section 1.3(a) hereof.

Assumption of Liabilities. Subject to the conditions specified in this Agreement, on the Closing Date, Purchaser shall assume and agree to pay, defend, discharge and perform as and when due all liabilities and obligations of Seller as of the Closing Date primarily relating to the Other Business Segments (the “Assumed Liabilities”), including, but not limited to, the following: (a) Upon all obligations and subject liabilities under the Contracts and Assigned Leases; (b) all obligations of continued performance under executory vendor purchase orders for the purchase of supplies, equipment or services under which the supplies, equipment or services pertaining to the Other Business Segments (the “Vendor Orders”); and (c) all obligations and liabilities that are due to the Assumed Employees including, but not limited to, any obligations or liabilities in connection with severance or termination payments; (d) accounts payable as of the Closing Date (1) associated with the Other Business Segments and referenced in the Accounting Data, and (2) associated with the Resource Center and shown on Schedule 2.3(d); provided, however, that the accounts payable identified pursuant to clauses (1) and (2) of this sub-section shall be updated to take into account (A) all payments made and other activity prior to the Closing Date and (b) the addition of any new accounts payable to the other Business Segments prior to the Closing Date; and provided, further, that if the parties are unable to resolve a dispute whether a particular account payable falls within the scope of clause (1) or (2) of this sub-section, they shall refer the dispute for decision by the Accounting Firm, and any determination made by the Accounting Firm shall be binding on both parties. (e) all liabilities arising in connection with the litigation and other claims primarily related to the Other Business Segments, including, but not limited to, the litigation and claims listed on Schedule 2.3(e); (f) all liabilities arising from or relating to acts, errors or omissions of the Assumed Employees; (g) all liabilities under arising from or relating to the Transferred Plans; and (h) all obligations and liabilities under the Amended and Restated Employment Agreement, effective January 1, 2004, and the First Amended and Restated Employment Agreement on January 31, 2005, both between Seller or one or more of its affiliates and K▇▇▇▇▇▇ ▇. ▇▇▇▇, as amended by a letter agreement dated October 31, 2006 between Kies and C▇▇▇▇ Consulting, Inc. (the “Letter Agreement”); provided, however, that Purchaser shall not assume any liability with respect to the $500,000 payment to Kies pursuant to the terms and conditions of this the Letter Agreement, the Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon Except and solely to the extent provided in Section 1.3(b) below (the "Assumed Liabilities"), Buyer shall not assume, and shall not be deemed by anything contained in this Agreement to have assumed, any Liens, liabilities or obligations (contingent or otherwise) of any nature whatsoever, warranties and/or guarantees of Seller (all such Liens, liabilities or obligations, warranties and/or guarantees, the "Excluded Liabilities"). (b) On and subject to the terms and conditions of this Agreement, the Buyer agrees to and shall only assume and become responsible for, from and after the Closing, only for the following liabilities and obligations of Seller on the Closing Date; provided, such liabilities are not Excluded Liabilities (collectively, the “"Assumed Liabilities”"): (i) all liabilities of Seller relating to the Liabilities specified on Schedule 1.2(aBusiness to the extent (and in the amount) specifically accrued for or reserved against in the Most Recent Financial Statement (excluding any liabilities of Seller to Stockholder and/or its affiliates under any lines of credit or notes payable);; and (ii) express contractual performance obligations due or arising all liabilities of Seller relating to the Business which have arisen after the Closing (other than obligations relating to Retained Liabilities) date of the Most Recent Financial Statement in the normal and ordinary course of the Business (excluding any liabilities of Seller to Stockholder and/or its affiliates under any lines of credit or notes payable, and other than any liability resulting from, arising under Contracts that constitute Acquired Assets (it being understood and agreed thatout of, except as provided relating to, in clause (iv) the nature of, or caused by any breach of this Section 1.2(acontract, tort, infringement, or other violation of law), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets);; and (iii) Liabilities expressly assumed by all obligations of Seller accruing under the Buyer pursuant to Section 4.6 of this AgreementAssumed Contracts after the Closing Date; provided, but only to the extent however, it is specifically understood and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the agreed that Buyer shall not assume or nor become responsible forfor any liability or obligation of Seller under the Assumed Contracts that arose or otherwise accrued on or prior the Closing Date unless such liability is specifically accrued for or reserved against in the Most Recent Financial Statement; provided further, however, it is also specifically understood and agreed that the Sellers lease with Southern States (the "Southern States Lease") pursuant to which the Seller leases certain real property located in Seaford, DE (the "Seaford Leased Property") is not an Assumed Contract and Buyer shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other assume no liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilitiesor obligations thereunder.

Assumption of Liabilities. (a) Upon At the Closing, NDI shall with respect to DGD's accounts receivable and subject inventory financing agreement (the "Bank Debt"), and without cost to DGD, either (i) execute such documents as may be necessary to assume the terms Bank Debt, with the consent of DGD's lender, or (ii) cause payment in full of such Bank Debt to be effected. (b) At the Closing, NDI shall execute and conditions of this deliver an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form attached hereto as Exhibit B, the Buyer pursuant to which it shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): agree to (i) perform, pay and discharge (x) all those trade accounts payable and (y) all those accrued expenses and withholdings (I) reflected in the Liabilities specified Closing Balance Sheet as "Current Liabilities", except to the extent performed, paid or discharged prior to the Closing Date, or (II) which are outstanding on Schedule 1.2(athe Closing Date and which were incurred in the ordinary course of business or with the express written consent of the Chief Financial Officer of NDI (the "Assumed Current Liabilities"); , (ii) express contractual performance perform and discharge in accordance with their terms those (A) obligations due outstanding on the Closing Date under the Contract Rights including but not limited to the Collective Agreement (as defined in Section 3.01(b)) with Union Local 815 and each of the leases set forth on Schedule 4.01(q) hereof and (B) issued, outstanding but uncleared checks of DGD (the "Checks") to the extent the Checks are classified and reflected as trade accounts payable on the Closing Balance Sheet and would perform, pay or discharge any other Assumed Liability (as defined below), (iii) perform, discharge and pay in accordance with their terms those liabilities directly arising after the Closing (Date from any agreement, commitment, purchase, order, contract, license, lease, right or other than obligations relating contract document which NDI has requested be transferred to Retained Liabilitiesit pursuant to Section 1.01(a) hereof but which has not been so transferred due to the failure of DGD to obtain the Business arising under Contracts consent or approval required for transfer, provided that constitute Acquired Assets (it being understood NDI has requested and agreed thatreceived the same economic benefit of such contract pursuant to Section 1.02(b) hereof and such liability shall not have arisen as a result of DGD's actions or inactions, except as provided in clause (iv) perform, pay and discharge any other liabilities of DGD included in the Closing Balance Sheet other than any such liabilities which are specifically excluded herein and (v) perform, pay and discharge any liability of DGD incurred with the express written consent of the Chief Financial Officer of NDI since the Balance Sheet Date (the obligations set forth in this Section 1.2(a), Assumed Liabilities described in this clause (ii1.03(b) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or ), (iii) of this Section 1.2(a), but only to (iv) and (v) along with NDI's obligations under Section 1.03(a) regarding the extent and in Bank Debt are, collectively, the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever"Assumed Liabilities"). (bc) Notwithstanding Except as otherwise provided herein, ▇▇▇▇▇▇ and NDI shall not assume any of the terms liabilities of Section 1.2(a) DGD and shall purchase the Assets free and clear of all liens, mortgages security interests, encumbrances and claims and DGD represents, warrants and agrees that neither ▇▇▇▇▇▇ nor NDI shall be or any other provision of become liable for claims, demands, liabilities or obligations not expressly assumed in this Agreement of any kind whatsoever arising out of or relating to the contraryconduct of the Business by DGD or the Assets or Assumed Liabilities prior to the Closing Date. Without limiting the foregoing, at the Buyer Closing, other than the Assumed Liabilities, NDI shall not assume or become responsible foragree to perform, pay or discharge, and the Sellers DGD shall remain unconditionally liable for, all Retained obligations, liabilities and commitments, fixed or contingent, of DGD (the "Excluded Liabilities"), including but not limited to: (i) with respect to all periods prior to the Closing Date, except as specifically set forth in Section III hereof, severance, termination or other payments or benefits (including but not limited to post-retirement benefits which include but are not limited to those owing under DGD's severance policy), any union contract or any employment agreement to any employees (union or non-union), sales agents or independent contractors employed by DGD prior to the Closing Date, liabilities arising under any federal, state or local "plant closing law", liabilities accruing under DGD's employee benefit plans, vacation pay plans or programs, retirement plans, pension plans or savings or profit sharing plans heretofore or presently maintained by DGD; (ii) worker's compensation claims; (iii) stock option or other stock-based awards made to employees of DGD or any subsidiary of DGD, if any; (iv) liabilities for any federal, state or local income, gross receipts, license, payroll, excise, withholding, transfer, registration, value added, alternative, add-on minimum, sales and/or compensating use tax taxes (including interest, penalties and additions to such taxes) or any deferred income taxes of DGD; (v) liabilities incurred in connection with violations of occupational safety, wage, health, welfare, employee benefit or Environmental Laws or regulations, which violation did not result from the action or inaction of NDI subsequent to the Closing Date including, but not limited to, any claim arising from the violation of any law, regulation or ordinance relating to environmental matters or disposal of hazardous substances and liabilities relating to the remediation of environmental conditions; (vi) liabilities to the extent related solely to the Excluded Assets; (vii) any tax (including but not limited to any federal, state or local income, franchise, single business, value added, excise, customs, intangible, transfer, recording, documentary or other tax) imposed upon, or incurred by, DGD, if any, in connection with or related to this Agreement or the transactions contemplated hereby; (viii) other than the Assumed Liabilities, any liabilities of DGD to third parties arising out of the failure of DGD to obtain any necessary consents to the assignment to NDI of contracts or leases to which DGD is a party (including damages asserted by third parties for breach of such contracts or leases due to the Liabilities specified failure to obtain such consents); (ix) except to the extent reserved for on the Closing Balance Sheet, liabilities which are undisclosed or contingent; (x) liabilities, other than the Assumed Liabilities, to creditors of DGD; (xi) liabilities for any state franchise taxes or annual license or other fees relating to qualification as a foreign corporation or authorization to do business in such states (including interest, penalties and additions to such taxes and fees); (xii) liabilities resulting from any investigations or inquiries by governmental authorities relating to the Business; (xiii) liabilities with respect to the operation of the Business prior to the Closing Date that may be incurred by DGD as penalties, fines, charges or assessments by the DEA; (xiv) liabilities or obligations in respect of preferred shares of capital stock of DGD or the holders thereof; (xv) liabilities (including without limitation any liabilities under the federal Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C ▇▇.▇▇. 9601 et seq.) arising out of or incurred in connection with (i) those items set forth on Schedule 1.2(b4.01(n) and all (ii) any Hazardous Material (as defined in Section 4.01(n) hereunder) located in, on, under, or originating from the Real Estate, equipment of any type thereon and/or leasehold improvements prior to the Closing Date, whether the existence of such Hazardous Material is currently known or unknown, as well as any liabilities arising out of or in connection with any Environmental Law (as defined in Section 4.01(n) hereunder) relating in any way to the conduct of the Business prior to the Closing Date; (xvi) liabilities or obligations in respect of DGD's relationship with Meadow Trucking Inc. ("Meadow"); (xvii) liabilities or obligations relating to any brokerage fees payable by DGD upon the consummation of the transaction contemplated hereby; and (xviii) any other liabilities of the Sellers any kind or nature whether now in existence or arising hereafter not expressly assumed by NDI under Section 1.03(a) and their respective Affiliates not constituting Assumed Liabilities(b) hereof.

Assumption of Liabilities. Buyer shall not assume, discharge or perform any liability other than the following Liabilities of Seller (a) Upon and subject to the terms and conditions of this Agreementcollectively, the "ASSUMED LIABILITIES"), all of which Buyer shall will assume and become responsible forpay, discharge or perform, as appropriate, from and after the ClosingEffective Time in accordance with the provisions of the ▇▇▇▇ of Sale, only Assignment and Assumption Agreement: (a) Liabilities arising under the following Liabilities contracts disclosed in Schedules 3.1(j)(i)-(ii), 3.1(k)(vi) and (vii), 3.1(m)(i), 3.1(m)(ii), 3.1(m)(vi), 3.1(m)(ix) - 3.1(m)(xi), 3.1(m)(xvi), 3.1(m)(xvi) - (xix) of the Seller Disclosure Schedule (the “Assumed Liabilities”):"ASSUMED CONTRACTS"), except to the extent, in respect of each contract so assumed, the representations of Seller contained in Sections 3.1(j), (k) and (m) in respect of each such contract so assumed are untrue in any material respect at the Closing; provided, that Buyer shall not assume, and does not hereby agree to pay, discharge or perform any damages relating in any manner to or arising from any breach or default of Seller or any of its Affiliates thereof occurring on or prior to the Closing Date; (b) Accounts payable and accrued liabilities of Seller consisting of (i) the Liabilities specified those liabilities at March 31, 2005 as set forth on Schedule 1.2(a); 1.3(b) hereto, and (ii) express contractual performance obligations due or arising after liabilities incurred thereafter through the Closing Date, provided that all such liabilities (other than obligations relating i) relate to Retained Liabilitiesthe Business, (ii) arise in the operation of the Business arising under Contracts that constitute Acquired Assets (it being understood consistent with Seller's usual and agreed thatcustomary practices in managing and operating the Business as they existed on March 31, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); 2005 and (iii) Liabilities expressly assumed by are necessary to maintain the Buyer pursuant to Section 4.6 ongoing operation of this Agreement, but only the Business without regard to the extent transactions contemplated hereby ("ORDINARY COURSE OF BUSINESS"); provided, however, that such assumed liabilities shall not include Excluded Liabilities and in the amounts provided for on the Final Closing Statementany obligations which would constitute Excess Transaction Liabilities; and (ivc) Liabilities (other than Retained LiabilitiesThe litigation matter described in Schedule 3.1(o)(i) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverSeller's Disclosure Schedule. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon The Partnership hereby agrees to assume, satisfy and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): discharge: (i) all liabilities and obligations relating to the Liabilities specified Transferred Assets arising on Schedule 1.2(a); or after the Closing Date including those relating to the Contracts; and (ii) express contractual performance obligations due or arising after the Closing annual (other than obligations relating to Retained Liabilitiesbut not carried forward) of the Business arising under Contracts that constitute Acquired Assets (it being understood employee liabilities for vacation, holiday and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and sick pay in the amounts provided for set forth on Schedule 1.3(a) (collectively, the Final Closing Statement; and (iv) Liabilities (other than Retained "Assumed Liabilities) which are not included in clause (i"), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding The Partnership will distribute to ▇▇▇▇▇ River, in accordance with the terms of that certain promissory note, in the original principal amount of $4,400,000, the form of which is attached hereto as Exhibit A (the "$4,400,000 Note"), the amount of $4,400,000 less any Inventory Deficiency (as hereinafter defined) (the "Payment"). (c) The Partnership shall also assume responsibility for claims related to the Foam Business and covered under standard policies of commercial general liability insurance arising from events that occurred prior to the Closing Date but which have not been reported to and are not known to ▇▇▇▇▇ River on or before the Closing Date. ▇▇▇▇▇ River shall have the right to review, approve and amend, if necessary, the commercial general liability insurance policy when issued by the insurance carrier, which is anticipated within 60 days after Closing, to insure that the policy conforms to this Agreement and the other documents related to the transactions contemplated herein. (d) As of the Closing Date, the Partnership shall assume, and ▇▇▇▇▇ River shall have no further obligation with respect to (i) all employee related liabilities and obligations that are payable on or after the Closing Date with respect to Transferred Employees and their beneficiaries and dependents other than those liabilities and obligations that arose before the Closing Date which are not assumed pursuant to clause (ii) hereafter; and (ii) all employee related liabilities and obligations that arose prior to the Closing Date with respect to the Transferred Employees and their employee benefits to the extent set forth in Article 11 of the Partnership Agreement. (e) It is expressly acknowledged and agreed by the parties hereto that, except for the Assumed Liabilities and the liabilities described in Sections 1.3(c) and 1.3(d) of this Agreement, all other liabilities and obligations of ▇▇▇▇▇ River, whether or not related to the Transferred Assets, whether now existing or arising in the future, fixed or contingent, known or unknown, and attributable to any facts existing on or prior to the Closing Date, including without limitation those arising out of trade accounts payable and litigation matters, shall be and remain the liabilities and obligations of ▇▇▇▇▇ River and shall not be booked as or become a liability of the Partnership. (f) Notwithstanding Section 1.2(a1.3(a)(i) hereof or any other provision of this Agreement to the contraryAgreement, the Buyer ▇▇▇▇▇ River shall not assume or become responsible forretain, and the Sellers shall remain liable Partnership will assume no liability for, all Retained Liabilitiesrelated to, including the Liabilities specified on Schedule 1.2(b) and all other liabilities arising out of, under or in respect of any Hazardous Substances existing as of the Sellers and their respective Affiliates not constituting Assumed Liabilities.Closing Date on, in or about the Transferred Assets or the leased premises on which the Transferred Assets are located or any Hazardous Emissions or Handling Hazardous Substances prior to the Closing Date at any location (including, without limitation, remote storage, treatment, recycling or disposal sites). For the purposes of this Agreement, the following capitalized terms shall have the meanings set forth below:

Assumption of Liabilities. (a) Upon On the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer shall assume and become responsible for, from and after effective as of the Closing, Purchaser shall assume from Sellers (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer, delegate and assign to Purchaser, the following liabilities and only the following Liabilities liabilities (other than the Excluded Liabilities, collectively, the “Assumed Liabilities”): (ia) all liabilities arising from the Liabilities specified ownership or use of the Purchased Assets (including the Assigned Contracts), relating solely to periods occurring after the Closing, and excluding any liabilities to the extent relating to Sellers’ ownership or use of the Purchased Assets prior to the Closing or relating to any services that were sold or provided by Sellers prior to the Closing Date; (b) open purchase orders, for which the Account Receivable related thereto has not been collected by Sellers, arising out of the conduct of the Business solely to the extent set forth on Schedule 1.2(a2.3(b). Schedule 2.3(b) shall be provided to Purchaser no later than three (3) Business Days prior to the Closing and an updated Schedule 2.3(b) showing open purchase orders as of the Closing Date shall be provided to Purchaser within seven (7) Business Days after the Closing Date; (c) all liabilities relating to, or in respect of vacation days, sick days or other paid time-off, that is earned or accrued by, or with respect to, Transferred Employees as of the Closing Date (such liabilities, as of the Agreement Date, are solely to the extent set forth in Schedule 2.3(c) hereof); (iid) express contractual performance obligations due or arising after subject to Purchaser’s right to exclude Assigned Contracts from the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Purchased Assets (it being understood and agreed that, except as provided in clause (ivSection 2.1(c) of this Section 1.2(a)above, Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of all Cure Amounts under the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this AgreementAssigned Contracts, but only solely to the extent and such Cure Amounts are set forth in Schedule 2.1(c) hereof; provided that any excess of the actual Cure Amounts under the Assigned Contracts over the amounts set forth in Schedule 2.1(c) shall conclusively be deemed Excluded Liabilities hereunder as provided for on the Final Closing Statement; and in Sections 2.4(o) and (ivq) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only below and shall be paid by Sellers to the extent and in relevant third parties concurrently with the amounts provided for on assignment of such Assigned Contracts to Purchaser at the Final Closing StatementClosing. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities assumption by Purchaser of the Sellers and their respective Affiliates not constituting Assumed LiabilitiesLiabilities shall not, in any way, enlarge the rights of any third parties relating thereto.

Assumption of Liabilities. (a) Upon and subject to On the terms and conditions of this AgreementClosing Date, the Buyer shall assume and become responsible for, from agree to pay and after the Closing, perform only the following Liabilities liabilities and obligations (collectively, the “Assumed Liabilities”): (i) 2.3.1 The obligations of Seller arising under the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising Assigned Contracts after the Closing (Date, other than the obligations relating arising from any breach of an Assigned Contract by Seller on or prior to Retained Liabilities) of the Business arising Closing Date or from Seller’s failure to pay any accounts payable outstanding under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable an Assigned Contract as of the Closing Date that are not assumed by Buyer pursuant to Section 2.3.5; 2.3.2 All liabilities and obligations of Seller under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only Permits to the extent related to the period following the Closing Date; 2.3.3 All returns of Products following the Closing Date with respect to Products sold or otherwise distributed prior to the Closing Date (i) from Wal-Mart which are returned solely as a result of Buyer, directly or indirectly, selling the Products to Wal-Mart during the [*] and in (ii) from any other customer of Seller which are returned solely as a result of Buyer, directly * Certain information has been omitted and filed separately with the amounts provided for on Commission. Confidential treatment has been requested with respect to the Final Closing Statementomitted portions. Execution Version or indirectly, selling the Products to such other customer [*]; and (iv) Liabilities 2.3.4 All warranty claims (other than Retained Liabilities) product liability claims, which are not included in clause (i)governed by Section 2.3.5) arising from or related to Products sold or otherwise distributed by or on behalf of Buyer after the Closing Date; 2.3.5 Any product liability claims arising from or related to Products manufactured, (ii) sold or (iii) otherwise distributed by or on behalf of this Section 1.2(a), but only Buyer after the Closing Date; and 2.3.6 The obligations of Seller with respect to the sales promotions identified on Schedule 3.6.2 to the extent and they are in the amounts provided for effect on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverDate or cover periods following the Closing Date. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. In partial consideration for the transfer of the Assets and the grant of the Container Licenses, in addition to payment of the Purchase Price as provided in Section 1.7 and Section 1.8, the Purchaser will at the Closing assume only the following liabilities (the "Assumed Liabilities"): (a) Upon and subject all obligations for which the Purchaser is responsible as provided in the first sentence of Section 1.9 or in Section 6.2 or Section 6.11; (b) all of the obligations of the Sellers to be performed under the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and Assigned Contracts after the ClosingClosing Date, only the following Liabilities (the “Assumed Liabilities”): exclusive of (i) payments of money to be made by the Liabilities specified Sellers after the Closing Date, the obligation for which accrued on Schedule 1.2(aor prior to the Closing Date, (ii) obligations of the Sellers to indemnify other parties to the Assigned Contracts for acts or omissions of the Sellers or their Affiliates on or prior to the Closing Date, and (iii) liabilities subject to indemnification by the Sellers under Section 8.1(a); (c) any liability arising from or relating to any (i) refusal by the Purchaser to deal with any of the Distributors, (ii) express contractual performance obligations due or arising termination by the Purchaser after the Closing Date of any distributors who were, or at or after the Closing became, distributors of products (other than obligations relating to Retained Liabilitiesincluding the Products) sold by the Purchaser, (iii) withdrawal of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed thatProducts from any Distributor, except as provided in clause or (iv) termination of or withdrawal of Products from any Distributor deemed to have occurred as a result of the Sellers having sold the Trademarks or assigned the Chi-Chi's/Fleischmann's Lice▇▇▇▇ ▇▇ ▇▇▇ ▇urchaser, provided that the Purchaser shall not assume any liabilities under this Section 1.2(a), Assumed Liabilities described in this clause (ii1.5(c) will exclude any amounts due or payable as of the Closing under or in with respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for Distributor identified on the Final Closing StatementSchedule 6.9(a) as excluded from this Section 1.5(c); and (ivd) Liabilities (other than Retained Liabilities) which are not included in clause (i)any liability for returns made by Distributors after the Closing Date, (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and except that the Sellers shall remain liable for, all Retained Liabilitiesand the Purchaser shall not assume liability for, including any such returns of goods (i) for which the Liabilities specified Distributor gives notice within the 90 days commencing on the Closing Date and are in accordance with the Sellers' policies attached hereto as Schedule 1.2(b1.5(d) and all other liabilities of or (ii) which were produced by the Sellers and their respective Affiliates not constituting Assumed Liabilitiesprior to the Closing Date as part of a production run no part of which is included in the Finished Goods Inventory at the Closing Date (provided, that nothing in this Section 1.5(d) shall limit the Sellers' obligations under Section 8.1(g)).

Assumption of Liabilities. (a) Upon On the terms and subject to the terms conditions set forth herein and conditions of this Agreement, the Buyer shall assume and become responsible forexcept as contemplated by Section 2.4 hereof, from and after the Closingdate hereof, the Buyer assumes and agrees to satisfy or perform when due only the following Liabilities of the Sellers (the “"Assumed Liabilities”"): (ia) all Liabilities of the Liabilities specified Sellers under the Leases listed on Schedule 1.2(a2.1(b) arising after the date hereof, other than Liabilities arising after the date hereof from any breach or default occurring prior to the date hereof; (b) all Liabilities under the Contracts listed on Schedule 2.1(f) arising after the date set forth on Schedule 2.3(b) hereof opposite the ship at issue in the Contract, other than Liabilities arising after such date set forth on Schedule 2.3(b) from any breach or default occurring prior to such date; (c) all Liabilities of the Sellers relating to the severance obligations listed on Schedule 2.3(c). Such Liabilities are in addition to the future obligations relating to Employees created because of the Buyer's covenants in Section 5.1(b); (iid) express contractual performance obligations due or arising after the Closing (other than obligations relating all Liabilities required to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly be assumed by the Buyer pursuant as a condition to Section 4.6 any consent to assignment of this Agreementany Contract and which are listed on Schedule 2.3(d); provided, but only that the Sellers will indemnify and hold the Buyer harmless with respect to any Losses arising from any such Liabilities, other than Liabilities arising after the extent and in date hereof from any breach or default occurring after the amounts provided for on the Final Closing Statementdate hereof; and (ive) all Liabilities (other than Retained Liabilities) relating to open purchase orders of the Business on the date hereof and which are not included in clause (i), (iilisted on Schedule 2.3(e) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified which are otherwise permitted as described on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities2.3(e).

Assumption of Liabilities. (a) Upon On the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer shall assume and become responsible for, from and after at the Closing, only Purchaser shall assume, effective as of the following Closing, and shall timely perform, pay and discharge in accordance with their respective terms, all Liabilities of Seller other than the Excluded Liabilities (collectively, the “Assumed Liabilities”):), including, without limitation, the following Liabilities: (ia) Liabilities of Seller under the Liabilities specified on Schedule 1.2(aPurchased Contracts arising from and after the Closing Date; (b) any sales, use, stamp, transfer and other Taxes applicable to the transfer of the Purchased Assets pursuant to this Agreement for which Purchaser has assumed responsibility pursuant to Section 7.15(b); (iic) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable all Accounts Payable as of the Closing under or in respect of Contracts that constitute Acquired Assets)Date; (iiid) Liabilities expressly assumed arising from and after the Closing Date with respect to the Business and the Purchased Assets; (e) all product Liabilities, all product warranties or guaranty Liabilities, and all Liabilities for product recall or replacement with respect to any product sold by the Buyer pursuant Business (including prior to Section 4.6 the Closing and whether or not any claim thereof has been made or is pending as of this Agreementthe Closing), but only in each case, solely to the extent of the amount of proceeds actually received by Purchaser for claims made pursuant to the Assigned Insurance Policy; (f) Liabilities under the Leased Real Property leases arising from and in after the amounts provided for on the Final Closing StatementDate; and (ivg) Liabilities (other than Retained Liabilities) which are not included except as otherwise provided in clause (iSection 7.15(c), (ii) or (iii) of this Section 1.2(a), but only Liabilities for Taxes relating to the extent and in Purchased Assets for all taxable periods (or portions thereof) beginning after the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverDate. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon On and subject to the terms and conditions of this Agreement, the Buyer shall Purchaser agrees to assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): for (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business liabilities arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by , including the Buyer pursuant Acquired Contracts, subsequent to Section 4.6 of this Agreementthe Closing, but only to the extent and that such liabilities (A) are required to be performed after the Closing, (B) were incurred in the amounts provided for ordinary course of business, (C) do not relate to any failure to perform, improper performance, breach, default or violation by any Seller on or prior to the Final Closing, and (D) do not arise out of any cause of action or claim commenced after the Closing Statement; and that arise out of or relate to any occurrence or event that occurred prior to the Closing (ivcollectively, and subject to the exceptions in clauses (i)(A) Liabilities through (other than Retained D), the “Assumed Liabilities) which are not included in clause (i”), (ii) or all the outstanding trade payables directly incurred in, and solely relating to, the operation of the Network and, for the avoidance of any doubt, not relating to any other operations of the Sellers (including, without limitation, the Urgent Care Business) (the “Assumed Current Obligations”), (iii) of this Section 1.2(a), but only the Assumed Provider Liability Shortfall to the extent provided in Section 2.2(c)(ii), and in (iv) any obligation of the amounts provided Network for the items set forth on Schedule 1.3(a)(iv) to the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverextent the related date set forth thereon for such particular item is on or after February 4, 2015. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer The Purchaser shall not assume or become responsible forfor any of a Seller’s debts, obligations, liabilities, expenses, taxes, contracts, Employee Obligations (as defined in Section 8.1 hereof) of any kind, or commitments of any Seller, whether accrued or unaccrued, absolute or contingent, mature or unmature or otherwise, other than the Assumed Liabilities and Assumed Current Obligations. Accordingly, the Sellers shall remain be responsible and liable forfor all of their respective obligations and liabilities not being expressly assumed hereunder. The Sellers shall pay, perform and discharge, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) of their retained obligations and all other liabilities of the Sellers and any Seller including without limitation accounts payables promptly when due in accordance with their respective Affiliates not constituting Assumed Liabilitiesterms.

Assumption of Liabilities. Buyer shall assume: (a) Upon Seller’s accounts payable and subject liabilities of a similar nature as set forth in Exhibit A-1 attached hereto incurred in the ordinary course of business prior to the terms and conditions Signing Date, with the specific exclusion of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(a); SunTrust credit card debt, which Seller represents to Buyer to be in the amount of $16,000 as of the Signing Date; (ii) express contractual performance obligations due or arising after all outstanding balances owed to Stress Free Capital, Inc. and its affiliated entities and individuals as of the Closing Signing Date and subsequent to the Signing Date, which Seller represents to Buyer to be in the amount of $106,000 as of the Signing Date; (other than obligations iii) upon proof by production of documentation upon Seller’s reasonable request, that specific credit card charge from PCCA that has been previously reversed, in the amount of $10,021.99, plus fair and reasonable fees and penalties relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood reversal, if applicable; and agreed that, except as provided in clause (iv) upon proof by production of this Section 1.2(a)documentation upon Seller’s reasonable request, Assumed Liabilities described in this clause (ii) will exclude any amounts due Business expense that Seller had previously paid, but which payment was reversed, rejected or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed returned by the Buyer pursuant to Section 4.6 of this Agreementcredit card processor, but only plus fair and reasonable fees and penalties relating to the extent and in the amounts provided for on the Final Closing Statement; and reversal, rejection or return, if applicable (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or ), (iii) of this Section 1.2(a), but only to and (iv) collectively, the extent "Retained Liabilities"); and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding all liabilities incurred in the terms ordinary course of Section 1.2(a) or any other provision of business occurring in the period between the Signing Date and the License Transfer Date, as this Agreement term is defined herein. In addition to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, P3 shall remain responsible for the following liabilities: (c) all tort liability claims of cutomers, employees and others arising in connection with the Business that are incurred prior to the Signing Date, whether known or unknown; and (d) all tort liability claims of cutomers, employees and others arising in connection with the Business that are incurred on or after the Signing Date and on or before the License Transfer Date, whether known or unknown. For any Retained Liability paid by Buyer or by a member of Buyer, including but not limited to any outstanding balances owed to Stress Free Capital, Inc. and its affiliated entities and individuals and Retained Liabilities resulting from credit card reversals, Seller shall promptly reimburse Buyer no later than the Liabilities specified on Schedule 1.2(b) and all other liabilities date of the Sellers transfer of all applicable licenses and their respective Affiliates not constituting Assumed Liabilitiespermits relating to the operation of the Business, as set forth in this Agreement (the “License Transfer Date”).

Assumption of Liabilities. The Buyer shall assume the following liabilities and obligations of the Seller relating to the Business: (a) Upon All liabilities and subject obligations of the Seller as of the Closing Date of every kind or nature whatsoever, whether known or unknown, liquidated or unliquidated, absolute or contingent, accrued or unaccrued, asserted or unasserted, and whether, appearing on the March 27, 1998 Balance Sheet (as hereinafter defined) including, without limitation, all accounts payable to third parties, (ii) accrued expenses payable, (iii) commissions payable, (iv) sales tax payable which is not delinquent, and (v) other current liabilities, including, all those liabilities listed on Exhibit 5.1 (a) attached hereto, but excluding the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, only the following Excluded Liabilities (the “Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(aas hereinafter defined); (iib) express contractual performance all liabilities and obligations due arising on or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Purchased Assets); (iiic) Liabilities expressly broker fee payable to Southport Partners, L.P. in an amount not to exceed $200,000(the "Broker Fee"); and (d) to the extent it is determined that Seller shall be responsible for the payment of any additional expenses of a nature set forth in Schedule 7.1(a) hereof for liabilities incurred prior to the Closing Date, Buyer shall increase the Purchase Price (as set forth in Article 7 hereof) by such amount, such increase to be payable in cash. For convenience of reference, the liabilities and obligations of the Seller being assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to as aforesaid are hereinafter collectively called the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting "Assumed Liabilities."

Assumption of Liabilities. A. The only liabilities assumed by Purchaser hereunder (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, only the following Liabilities (the “"Assumed Liabilities”):") are: (1) the rights and obligations of Seller and ▇▇▇▇▇▇▇ under (i) the Liabilities specified on Schedule 1.2(a)Scheduled Contracts specifically set forth in Appendix 2.1(B)(9) to the Seller's Disclosure Letter to the extent the Scheduled Contracts have not been performed at the Effective Time of Closing and (ii) the Scheduled Leases specifically set forth in Appendix 2.1(B)(8) to the Seller's Disclosure Letter to the extent the Scheduled Leases remain in effect at the Effective Time of Closing; (ii2) express contractual performance obligations due or arising after the Closing accounts payable of Seller and ▇▇▇▇▇▇▇ at the Effective Time of Closing; (3) the liabilities of Seller and ▇▇▇▇▇▇▇, if any, represented by accrued expenses (including, without limitation, accrued expenses for utilities, professional fees (other than obligations relating fees related to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed thatTransaction, except as provided in clause (iv) of this which shall be subject to Section 1.2(a8.3), Assumed Liabilities described in this clause each case to the extent that such accrued expense items are (i) reflected in the April Balance Sheet or (ii) will exclude any amounts due or payable as incurred in the ordinary course of business between the date of the April Balance Sheet and the Effective Time of Closing under or in respect and are not paid at the Effective Time of Contracts that constitute Acquired Assets)Closing; (iii4) Liabilities expressly assumed by the Buyer ad valorem or similar Taxes to be prorated pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement2.4(C); and (iv5) Liabilities (other than Retained Liabilities) which are any and all obligations related to or arising from the return of products or merchandise of Seller or ▇▇▇▇▇▇▇ by customers, whether or not included such products or merchandise were defective and regardless of fault, provided the cost of replacing such products or merchandise or refunding the cost thereof is not in clause (iexcess of $200,000 in the aggregate per calendar year. B. Except as otherwise provided in Section 2.4(A), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall Purchaser does not assume or become agree to pay, perform or discharge, and shall not be responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all any other liabilities or obligations of Seller whether accrued, absolute, contingent or otherwise. C. Seller and Purchaser shall each pay its respective pro rata portion of all 1997 ad valorem or similar Taxes under any Real Property or Scheduled Lease included in the Assets. Seller shall pay to Purchaser at the Closing estimated ad valorem or similar Taxes for the current year (based on the prior year's Taxes) prorated to the date of the Sellers Closing. Seller shall make available to Purchaser copies of all statements and their respective Affiliates not constituting Assumed Liabilitiesassessments reflecting such prior year's Taxes. Purchaser shall pay such sums to the appropriate taxing authorities when due, prior to becoming delinquent. Purchaser shall promptly forward to Seller after receipt by Purchaser copies of all 1997 Tax assessments under any such property or lease. If the 1997 Taxes shall be readjusted such that the amounts payable are greater than the prior year's Taxes, Seller shall pay its pro rata share of any difference promptly upon notice of such Taxes having been paid by Purchaser. If such 1997 Taxes shall be readjusted such that the amounts payable are less than the prior years' Taxes, Purchaser shall refund to Seller its pro rata share of such reduction upon notice of such Taxes having been paid by Purchaser. Except as provided in this Agreement, Purchaser shall have no other liability for Taxes payable by Seller (including income Taxes) relating to Business or the Transaction.

Assumption of Liabilities. (a) Upon and subject to Buyer agrees that on the terms and conditions of this AgreementClosing hereunder, the Buyer it shall assume and become responsible forpay (i) Seller's accounts payable arising in the ordinary course of business, as the same shall exist at the Closing, it being understood that such accounts payable as at the date of execution of this Agreement are as set forth on Seller's financial statements for the period ended November 30, 2000 ($736,982) as the same may be adjusted by trade accounts payable incurred in the ordinary course of business through the date of Closing plus such non-trade payables as may be incurred from and after the ClosingNovember 30, only the following Liabilities (the “Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising 2000 which Buyer may, after the Closing (other than obligations relating full review, elect to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i)assume, (ii) or assume and agree to perform as and when due the contracts of Seller described on Exhibit 1.3(b) (the "Contracts"), (iii) of this Section 1.2(a)pay the accrued rent on the Company's plant, but only and (iv) assume any other contracts approved in writing by Buyer prior to the extent Closing. Seller and in the amounts provided for Shareholders, jointly and severally, represent and warrant that there are no contracts or agreements of Seller of any kind relating to the purchase and/or sale of items relating to Seller's Business, other than those set forth on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverExhibit 1.3, to which it is a party or by which it is bound. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the It is understood and agreed that Buyer shall not be liable for any of the obligations or liabilities of Seller of any kind or nature other than those specifically assumed by Buyer under this Section and Buyer shall not be liable for nor assume any other obligations including, but not limited to, any income, sales, use or become responsible forother taxes and loans payable to banks and shareholders, under any existing sales, distribution and the Sellers development agreements, or any obligations to employees of Seller. Buyer is not assuming any leases for real property and only such leases for personal property as it may elect. Seller is and shall remain solely and absolutely liable for, for all Retained Liabilitiesof its liabilities and obligations of every kind and nature, including the Liabilities specified on Schedule 1.2(b) but not limited to those created by contract. With respect to existing obligations and all other liabilities of the Sellers Seller under the contracts set forth on Schedule 1.3(b), Purchaser's only obligations shall be to accept an assignment of such contracts on a prospective basis and their respective Affiliates not constituting Assumed Liabilities.Seller shall reimburse Buyer for Buyer's fully loaded cost for performing warranties and service contracts for goods sold prior to Closing (which may be called "Warranty

Assumption of Liabilities. (a) Upon and subject to the terms and conditions of this Agreement, the Buyer Purchaser shall assume and become responsible for, from and after the at Closing, only the following Liabilities (the “Assumed Liabilities”):: (i) obligations of PPI under the Liabilities specified Contracts and Right-of-way Agreements attributable to periods of time commencing with the Closing, provided, however, that (A) with respect to Material Contracts and Right-of-way Agreements, Purchaser assumes such obligations only for Material Contracts listed on Schedule 1.2(a); (ii2.1(d) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilitiesand Right-of-way Agreements listed on Schedule 2.1(b) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but each case only to the extent true and in correct copies thereof and all amendments thereto have either been delivered to Purchaser as of the amounts provided for on date hereof, or are delivered to and consented to by Purchaser after the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i)date hereof, (ii) or (iii) of this Section 1.2(a)provided, but only however, that to the extent that a copy of an immaterial amendment to such Material Contract or such Right-of-way Agreement has not been provided to Purchaser as of the date hereof, Purchaser shall assume such obligations for such Material Contract or such Right-of-way Agreement without regard to the amendment not delivered to Purchaser and, in such event, PPI shall be responsible for all Liabilities of Purchaser with respect to the amendment not delivered to Purchaser without regard to the limits set forth in Section 11.5 and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (bB) Notwithstanding the terms of Section 1.2(a) Purchaser specifically does not assume, and shall not be treated as having assumed, any liability or obligation under any other provision of this Material Contract or Right-of-way Agreement to the contrary, extent such liability or obligation relates to or arises out of a breach of such Contract or Right-of-way Agreement that occurs prior to the Buyer shall not assume Closing (provided that liability and obligation for Purchaser's continuing breaches of such Contracts or become responsible for, such Right-of-way Agreements after Closing and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) liability and all other liabilities obligation for breaches of the Sellers and their respective Affiliates not constituting Assumed Liabilities.such Contracts or

Assumption of Liabilities. (a) Upon and subject Except to the terms and conditions extent assumed prior to the closing of the transaction contemplated by this Agreement (the "Closing") as provided in the Time Brokerage Agreement, at the Closing, Buyer shall assume all liabilities, obligations, commitments, and become responsible for, responsibilities of Seller accruing or arising from and relating exclusively to the ownership of the Assets or operation of the Stations from and after the ClosingClosing Date under any of the Assigned Contracts (collectively, only the following Liabilities (the “"Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(a"); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible forundertake to pay, satisfy or discharge any of Seller's liabilities, obligations, commitments or responsibilities other than the Assumed Liabilities. If, in the case of any Assigned Contract for which consent to assignment of a third party is required as indicated on Schedule 1.3(a), and (i) such consent has not been obtained as of the Sellers shall remain liable forClosing Date, all Retained Liabilitiesand, including the Liabilities specified (ii) if such Assigned Contract is designated as required on Schedule 1.2(b1.3(a) (a "Required Contract") (such consent to assign with respect to a Required Contract, a "Required Consent"), Buyer waives the condition precedent to its obligations set forth at Section 10.2.7 in its sole discretion, then, provided Buyer uses its commercially reasonable best efforts to both obtain the consent or Required Consent, as applicable, and all to receive the benefits of such Assigned Contract, which Buyer hereby covenants to do, Seller shall use its commercially reasonable best efforts to cause the other liabilities party to such Assigned Contract to provide Buyer the benefits under and for the term of such Assigned Contract until such consent or Required Consent, as applicable, is obtained, at which time such Assigned Contract shall be assigned to Buyer; provided, however, that Seller shall not be relieved of, and Buyer shall not assume, any obligation or liability of Seller under such Assigned Contract prior to such assignment to Buyer, and that Buyer shall reimburse Seller for amounts paid by Seller pursuant to the Sellers terms of such Assigned Contract to the extent Buyer receives or could, but for Buyer's action or inaction, receive, benefits thereunder; provided further, that, in the event of a default by the other party to a Required Contract not assigned to Buyer prior to Closing, for which benefits are intended to be provided to Buyer after Closing pursuant to the terms of this Article II, Buyer shall reimburse Seller for its reasonable expenses incurred in obtaining performance from such defaulting party, pursuing any remedies available in respect of such party's default, and their respective Affiliates obtaining substitute performance, subject to Buyer's prior approval of any such actions and resulting expenses, which, in the case of approval of such actions by Seller, approval of such resulting expenses shall not constituting Assumed Liabilitiesbe unreasonably withheld.

Assumption of Liabilities. (a) Upon At the Closing, Buyer will deliver to Seller an instrument of assumption whereby on the terms and subject to the terms conditions set forth herein and conditions of this Agreementexcept as excluded by §2.4 hereof, the Buyer shall assume will undertake, assume, agree to satisfy or perform when due and become responsible for, hold Seller harmless from and after the Closing, only indemnify Seller against the following Liabilities of the Seller (the “Assumed Liabilities”): (ia) all Liabilities of the Seller under the Leases included in the Acquired Assets (other than those Liabilities specified that arose or accrued solely based on Schedule 1.2(aany act, event, or omission that occurred prior to the Closing, which shall in all cases be retained by Seller irrespective of whether they are known at Closing or become known only after the Closing, except to the extent adjusted pursuant to §2.10 or §2.11 hereof); (iib) express contractual performance obligations due or arising all Liabilities for services rendered by the Buyer with respect to the Acquired Location after the Closing Closing; (other than obligations c) the open purchase orders relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood Location for any inventory and agreed thatsupplies ordered by such location, except as provided in clause (iv) of this Section 1.2(a)but not yet received, Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired AssetsDate and identified on Schedule 2.3(c) (the “In Transit Inventory”); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but in each case only to the extent and in as to the amounts provided specifically set forth thereon; (d) all Liabilities for on Taxes relating to the Final Acquired Location that are incurred subsequent to the Closing Statement(unless otherwise allocated pursuant to §2.10 or §2.11) and all Liabilities for Transfer Taxes arising out of the transactions contemplated by this Agreement (as described in §7.10); (e) all other Liabilities relating to the operations of the Acquired Location or the ownership of the Acquired Assets, but in each such case only to the extent they arise or accrue after the Closing; and (ivf) all Liabilities (other than Retained Liabilities) which are not included in clause relating to or arising from the Buyer’s use of (i), ) the Transitional Assets or (ii) or (iii) of this Section 1.2(a), but only to the extent utilities and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities telephone accounts of the Sellers and their respective Affiliates not constituting Assumed LiabilitiesSeller pursuant to §5.5.

Assumption of Liabilities. In addition to the issuance of the IXL Shares, as additional consideration for the purchase of the Purchased Assets, Buyer shall assume: (a) Upon and subject the liabilities of Seller listed on Schedule 1.4 hereto; ------------ (b) the Online Accounts Payable (as herein defined) listed on Schedule 1.4 ------------ hereto; (c) the deferred revenues of Seller attributable to the terms Online Business and conditions listed on Schedule 1.4 hereto; and (d) the obligations of this AgreementSeller under the ------------ Online Contracts and the Online Leases, the Buyer shall assume and become responsible for, in each case arising from and after accruing with respect to the Closing, only operation of the following Liabilities (the “Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising Online Business after the Closing Date (the "Assumed Liabilities"). Seller shall be responsible for all the obligations and liabilities of Seller whether now existing or previously or hereafter incurred other than obligations relating the Assumed Liabilities, including but not be limited to Retained Liabilities(a) all taxes that result from or have accrued in connection with the operation of the Online Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Marketing Agency prior to the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing StatementDate; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of liabilities and obligations arising under Online Contracts and Online Leases transferred to Buyer in accordance with this Agreement to the contraryextent such liabilities and obligations arise during or relate to or have accrued in connection with any period prior to the Closing Date except to the extent any such liabilities are included as Online Accounts Payable; (c) all liabilities and obligations accruing with respect to the operation of the Online Business prior to the Closing Date except to the extent any such liabilities are included as Online Accounts Payable; (d) all liabilities incurred prior to the Closing Date and related to the Online Benefit Plans (as defined in Section 2.18(a) hereof); and (e) all liabilities and obligations of Seller under this Agreement and any other agreement entered into in connection herewith (collectively, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all "Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities").

Assumption of Liabilities. (a) Upon and subject to 2.3.1 At the terms and conditions of this AgreementClosing, the Buyer shall assume and become responsible for, from and after as of the Closing, Closing only the following Liabilities of Seller specifically identified below in this Section 2.3.1 (the “Assumed Liabilities”):), unless otherwise specifically excluded under Section 2.4.1: (ia) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance and obligations due or arising after of Seller under the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this AgreementTransferred Contracts, but only to the extent such obligations: (i) are to be performed after the Closing; (ii) do not arise from or relate to any breach or default by Seller or any of its Affiliates of any provision of any of the Transferred Contracts or any event, circumstance or condition occurring or existing on or prior to the Closing that, with notice or lapse of time, would constitute or result in a breach or default thereof and (iii) do not arise from actions taken (or omitted from being taken) by Seller or any of its Affiliates on or prior to the Closing (or except to the extent that Buyer expressly agrees to assume from or reimburse Seller for such Liabilities prior to the Closing Date); (b) Liabilities related to Regulatory Approvals, Regulatory Documentation and other regulatory matters pertaining to the Purchased Assets, including, without limitation, those regulatory obligations owed to the FDA, and any corresponding Foreign Regulatory Authorities, to the extent arising after the Closing Date; (c) Liabilities related to preparing, filing, prosecuting, obtaining and maintaining all Purchased Patent Rights pertaining to the Purchased Assets after the Closing Date, which filing, prosecution and maintenance shall be in the amounts provided for on the Final Closing Statementsole discretion of Buyer; and (ivd) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) arising out of or (iii) of this Section 1.2(a), but only directly relating to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) ownership or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities use of the Sellers and their respective Affiliates not constituting Assumed LiabilitiesPurchased Assets after the Closing Date.

Assumption of Liabilities. (a) Upon and subject to At the terms and conditions of this AgreementClosing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the "ASSUMPTION AGREEMENT") substantially in the form attached hereto as Exhibit B, pursuant to which it --------- shall assume and become responsible foragree to (i) perform, from pay and after discharge, in accordance with their respective terms, all those liabilities and obligations set forth on Schedule 1.3(a) attached hereto which were incurred in the ordinary course of --------------- business of the Business and are outstanding at the time of the Closing, only not to exceed $200,000 unless otherwise agreed by the following Liabilities Buyer (the “Assumed Liabilities”): obligations set forth in (i) are collectively, the Liabilities specified on Schedule 1.2(a"ASSUMED CURRENT LIABILITIES"); ; (ii) express contractual performance perform in accordance with their terms those obligations due or arising after outstanding at the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as time of the Closing under or in respect of Contracts that constitute Acquired Assets); the Contract Rights; and (iii) Liabilities expressly assumed by perform in accordance with their terms those liabilities arising after the time of Closing from any agreement, contract, commitment or other contract documents which the Buyer has requested be transferred to it pursuant to Section 4.6 of this Agreement, 1.1 (a) but only which has not been so transferred due to the extent and failure of the Seller to obtain the consent or approval required for such transfer, provided that the Buyer has received substantially the same benefit of such contract as if such consent or approval had been obtained (the obligations set forth in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or and (iii) of this Section 1.2(aare, collectively, the "ASSUMED LIABILITIES"), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contraryExcept as otherwise provided herein, the Buyer shall not assume any of the liabilities of the Selling Parties and shall purchase the Assets free and clear of all liens, mortgages, security interests, encumbrances and claims and the Selling Parties each represent, warrant and agree that the Buyer shall not be or become responsible forliable for any claims, demands, liabilities or obligations not expressly assumed in this Agreement of any kind whatsoever arising out of or relating to the conduct of the Business by Seller or the Assets or Assumed Liabilities prior to the date hereof. Without limiting the foregoing, the Buyer shall not at the Closing assume or agree to perform, pay or discharge, and the Sellers Selling Parties shall remain unconditionally liable for, all Retained obligations, liabilities and commitments, fixed or contingent, of the Selling Parties other than the Assumed Liabilities, including but not limited to: (i) severance, termination or other payments or benefits (including but not limited to post-retirement benefits) including but not limited to those owing under the Liabilities specified Seller's severance policy or any employment agreement to any employees (union or non-union), sales agents or independent contractors employed by the Seller prior to the Closing (collectively, "SELLER'S EMPLOYEES"), liabilities arising under any federal, state, local or foreign "plant closing law", liabilities accruing under the Seller's employee benefit plans, vacation pay plans or programs, retirement plans, and liabilities for any Employee Plan (as defined in Section 2.21 except those liabilities to Seller's Employees who become employees of the Buyer after the Closing relating solely to and arising solely out of their term of employment with the Buyer); (ii) worker's compensation claims arising from events prior to the Closing; (iii) profit sharing, stock option or other stock-based awards made to Seller's Employees; (iv) liabilities for any federal, state, local or foreign income taxes (including interest, penalties and additions to such taxes) or any deferred income taxes of the Selling Parties; (v) liabilities for any payroll taxes (including interest, penalties and additions to such taxes), except those liabilities to Seller's Employees who become employees of the Buyer after the Closing relating solely to and arising solely out of their term of employment with the Buyer; (vi) liabilities incurred for violations of occupational safety, wage, health, welfare, employee benefit or environmental laws or regulations prior to the date hereof; (vii) liabilities to the extent related to the Excluded Assets; (viii) any tax (including but not limited to any federal, state, local or foreign income, franchise, single business, value added, excise, customs, intangible, sales, transfer, recording, documentary or other tax) imposed upon, or incurred by, the Selling Parties, if any, in connection with or related to the Business, this Agreement or the transactions contemplated hereby (including interest, penalties and additions to such taxes); (ix) liabilities for any commercial rent taxes to the extent accrued but not paid prior to the date hereof; (x) other than the Assumed Liabilities, any liabilities of the Seller to third parties arising out of the failure of the Seller to obtain any necessary consents to the assignment to the Buyer of contracts or leases to which the Seller is a party (including damages asserted by third parties for breach of such contracts or leases due to the failure to obtain such consents); (xi) liabilities, contingent or otherwise, which are not disclosed on Schedule 1.2(b1.3(a); --------------- (xii) liabilities for borrowed money or liabilities, other than the Assumed Liabilities, to creditors of the Selling Parties; (xiii) liabilities of the Seller for any state franchise taxes or annual license or other fees relating to qualification as a foreign corporation or authorization to do business in such states (including interest, penalties and all additions to such taxes and fees); (xiv) liabilities for borrowed money or other liabilities of Seller to its shareholder. It is expressly agreed that sellers shareholder hereby releases Seller from, and waives repayment of, any and all obligations of Seller to its shareholder; (xv) any liability associated with that certain lawsuit entitled ▇▇▇▇▇▇ ▇▇▇, Plaintiff vs. Pei, Cobb, Freed & Partners, Simon, ------------------------------------------------------------- ▇▇▇▇▇▇-▇▇▇▇▇, ▇▇.▇▇. filed in San Francisco County Superior Court as Case No. -------------------- 992115; and (xvi) any other liabilities of any kind or nature whether now in existence or arising hereafter not expressly assumed by the Sellers and their respective Affiliates not constituting Assumed LiabilitiesBuyer under Section 1.3(a) hereof.

Assumption of Liabilities. At the Closing, Buyer shall fully assume and agrees to pay, perform and discharge the following: (a) Upon All liabilities, debts, obligations, claims, warranties and subject guaranties of any kind arising from and after the Closing under or in relation to the terms agreements and conditions of leases listed in Exhibits A, B and D to this Agreement. Notwithstanding the above, Buyer's obligations in relation to the data center agreements described in Exhibit B shall only be applicable until the migration described in Article 3 is fully completed, which migration will be completed before March 31, 2002, at which time such obligations shall revert to Seller. Buyer shall assume provide Seller with at least fifteen (15) days advance written notice of its intention to cease utilizing Seller's data center. (b) All obligations and become responsible forliabilities arising from and after the Closing Date in connection with Buyer's ownership of the Assets and the conducting by Buyer of the operations of the Business, including all obligations arising after the Closing Date under the contract between the Seller and Microsoft Corporation included in the Assets. (c) All out of pocket expenses incurred by either party in relation to the performance of migration services as set forth in Section 3.1 below; provided that Seller shall obtain Buyer's prior written approval, including which approval may be given by email, before incurring such expenses. (d) The fully-burdened cost to Seller for the allocation by Seller of employees as set forth in Section 3.2 and enumerated in Exhibit B. Payment therefor shall be made by Buyer within fifteen (15) days of receipt of an applicable invoice from Seller. Buyer shall provide Seller with at least fifteen (15) days advance written notice of its intention to cease utilization of such employees' services. (e) All taxes relating to or arising at any time from the sale of the Assets, or in connection with the operation of the Business by Buyer from and after the Closing, only the following Liabilities (the “Assumed Liabilities”): (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreement, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. As additional consideration for the Acquired Assets, the Buyer hereby assumes the Assumed Liabilities (aas defined below). All other liabilities of any nature whatsoever of the Seller shall remain and be the sole obligation of the Seller including, without limitation, product liability, product warranties, all other pending litigation, liabilities related to outstanding debentures of the Seller (the "Debentures") Upon and subject liabilities for any unpaid legal fees and disbursements payable to Richard▇, ▇▇▇▇▇n & ▇▇▇shon (▇▇▇ "RWG Liabilities") not included in the terms and conditions Assumed Liabilities. For purposes of this Agreement, the Buyer term "Assumed Liabilities" shall assume be defined as and become responsible for, from and after the Closing, only shall be expressly limited to the following Liabilities (the “Assumed Liabilities”):listed liabilities: (i) unsecured liabilities (other than the Reorganization Liabilities, as defined below) of the Seller as of the Closing, as reflected on the books and records of the Seller, up to a maximum aggregate amount not to exceed $3,600,000 (the "Trade Liabilities") . The Trade Liabilities specified shall consist solely of the amounts set forth next to the names of the respective suppliers and other creditors of the Seller to whom such Trade Liabilities are due, as listed on Schedule 1.2(a2.7(i);; and (ii) express contractual performance obligations due or arising after the Closing unsecured liabilities (other than obligations relating to Retained the Trade Liabilities) owed to holders of allowed claims pursuant to the plan of reorganization of Image Laboratories, Inc., up to a maximum amount not to exceed $3,065,000 (the "Reorganization Liabilities"). The Reorganization Liabilities shall consist solely of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as set forth next to the names of the Closing under or in respect respective holders of Contracts that constitute Acquired Assets); (iii) such claims to whom such Reorganization Liabilities expressly assumed by the Buyer pursuant to Section 4.6 of this Agreementare due, but only to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified as listed on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities2.7(ii).

Assumption of Liabilities. (a) Upon On the terms and subject to the terms and conditions of set forth in this Agreement, the Buyer shall assume and become responsible for, from and after at the Closing, only Purchaser shall (or shall cause its designated Affiliate or Affiliates to) assume, effective as of the Closing, the following Liabilities liabilities of Seller and its Affiliates (collectively, the “Assumed Liabilities”): (ia) all obligations of Seller under the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due Pipeline Loans that arise out of or arising relate to the period after the Closing Closing; provided that, except as otherwise provided in this Agreement, the Purchaser shall not assume (other than obligations relating to Retained LiabilitiesA) of the Business any Liability arising under Contracts any Pipeline Loan that constitute Acquired Assets (it being understood and agreed thatis not assigned to the Purchaser at the Closing due to the failure to receive any Permit or Consent, except as provided in clause Section 2.5(c) or (ivB) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as Liability relating to the conduct of the Closing Business, or arising out of a breach of or non-performance under or in respect of Contracts that constitute Acquired Assets)any Pipeline Loan, prior to the Closing; (iiib) all Liabilities expressly assumed by of Seller and its Affiliates under each Real Property Lease for the Buyer pursuant Purchased Branch Offices that arise out of or relate to Section 4.6 of the period after the Closing; provided that, except as otherwise provided in this Agreement, but only the Purchaser shall not assume (A) any Liability arising under any Real Property Lease that is not assigned to the extent Purchaser at the Closing due to the failure to receive any third party Permit or otherwise except as provided in Section 2.5(c) or (B) any Liability relating to the conduct of the Business, or arising out of a breach of or non-performance under any Real Property Lease, prior to the Closing; (c) all Liabilities of Seller and its Affiliates under the Purchased Contracts that arise out of or relate to the period after the Closing; provided that (A) the Purchaser shall not assume any Liability arising under any Purchased Contract that is not assigned to the Purchaser at the Closing due to the failure to receive any third party Permit or otherwise except as provided in Section 2.5(c) and (B) the Purchaser shall not assume any Liability relating to the conduct of the Business, or arising out of a breach of or non-performance under a Purchased Contract, prior to the Closing; (d) certain Liabilities of Seller under the Acquisition Contracts that arise out of or relate to the period after the Closing, as set forth in the amounts Assignment and Assumption Agreement for Purchased Contracts; (e) all Liabilities of Seller under the Purchased Hedging Instruments that arise out of or relate to the period after the Closing; provided for on that (A) the Final Purchaser shall not assume any Liability arising under any Purchased Hedging Instrument that is not assigned to the Purchaser at the Closing Statementdue to the failure to receive any third party Permit or otherwise except as provided in Section 2.5(c) and (B) the Purchaser shall not assume any Liability relating to the conduct of the Business, or arising out of a breach of or non-performance under a Purchased Hedging Instrument, prior to the Closing; (f) all Liabilities that relate directly to the Purchased Assets and that arise out of or relate to the conduct of the Business by Purchaser after the Closing; and (ivg) all Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoever. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified set forth on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities2.3(g).

Assumption of Liabilities. (a) Upon On the terms and subject to the terms and conditions of set forth in this Agreement, at the Buyer Closing, the Company shall assume and become responsible forall Liabilities that related to or arise from the Transferred Assets, from and the Products and/or the Business and/or the operation of the Business and/or the Transferred Subsidiaries, whether incurred prior to or after the Closing, only and whether they arise out of facts or circumstances occurring prior to or after the following Liabilities Closing (the “Assumed Liabilities”): (i) ), but excluding Excluded Liabilities. Without limiting the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) generality of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a)foregoing, Assumed Liabilities described shall include, without duplication: 2.3.1. any Liabilities in this clause (ii) will exclude respect of any amounts due and all products or payable as of Software sold and/or purchased and/or distributed, and/or services performed and/or received by, or on behalf of, Conduit and its Subsidiaries in connection with the Closing under Business; 2.3.2. any Liabilities arising out or in respect of Contracts the Business (whether prior to or after the Closing) and its operation by or on behalf of Conduit and its Subsidiaries prior to the Closing, excluding the Excluded Liabilities; 2.3.3. any amounts owed by Conduit to Perion Network Ltd. under that constitute Acquired certain Publisher Agreement between Prize and Conduit dated August 12, 2013 with respect to the months November and December 2013; 2.3.4. any Liabilities whether arising under any Contract (excluding those included in the Excluded Assets), commitment, agreement, tort or otherwise, which arise from facts or circumstances occurring on prior to or after the Closing Date that are related to or arise from the Transferred Assets, the Products and/or the Business, excluding the Excluded Liabilities; 2.3.5. any Liabilities arising out, or in respect of, or to users of the Business, whether such users accepted the privacy or license terms (iiioffline or online, including during installation, download or any other acceptance process) or not. 2.3.6. any Liability in respect of any proposals submitted to, or discussions, negotiations and ongoing initiatives conducted by Conduit or its Subsidiaries prior to the date hereof to potential customers of the Business; 2.3.7. any Liabilities expressly arising out of, under or in connection with any Transferred Contracts or any other Transferred Asset which arise from facts or circumstances occurring prior to or after the Closing Date (whether or not incurred on or prior to the Closing Date), including, any default or breach by Conduit under such Transferred Contracts with respect to any period prior to Closing; 2.3.8. the obligations relating to those certain Transferred Contracts listed on Schedule ‎2.1.4(b) and as set forth therein; 2.3.9. any Liabilities and Damages that may arise from third party claims relating to the Transferred Intellectual Property, Transferred Intellectual Property Licenses or other Transferred Assets breaching, misappropriating, diluting or infringing, prior to Closing or (subject to Section ‎2.4.11) after the Closing, third party Intellectual Property; 2.3.10. other than as set forth in Section ‎2.4.11 below, any Liabilities in respect of any pending or threatened Legal Proceeding that relate to or arise from the Transferred Assets, the Products and/or the Business and/or the operation of the Business; 2.3.11. any and all amounts owed (including interest accrued thereon) by Conduit to any of the Transferred Subsidiaries and intercompany payables or debt owed by Conduit to any of the Transferred Subsidiaries; 2.3.12. all and any of the Liabilities to any Employees or Consultants (whether pursuant to Law, Contract or Plan), whether arising from facts or circumstances occurring prior to or after the Closing Date (including, without limitation, any obligation to deduct and contribute any amounts to any Plan, any obligation or assumed benefit described in Section ‎5.5, and any Liabilities arising in connection with the termination of their employment or engagement), excluding those set forth in Section ‎2.4.6; 2.3.13. all and any of the Liabilities to be assumed by the Buyer pursuant to Company in accordance with Section 4.6 ‎2.6; 2.3.14. any Liability arising from the assignment, transfer, conveyance or delivery of this Agreement, but only any Transferred Asset to the extent and in the amounts provided for on the Final Closing StatementCompany or any Affiliate thereof; and (iv) Liabilities (other than Retained Liabilities) which are not included 2.3.15. any Liability arising out of, relating to or otherwise in clause (i), (ii) or (iii) respect of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverany Assumed Liability. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. Buyer agrees to assume at Closing only the following liabilities (collectively, the "Assumed Liabilities"): liabilities and obligations of Seller with respect to the period after the Closing Date under contracts which meet all of the following conditions: (a) Upon and subject they are entered in the ordinary course of the business of the Seller, (b) they are disclosed an Exhibit 1.1 (a) to the terms and conditions of this Agreement, and (c) they are conveyed to Buyer pursuant to this Agreement. Notwithstanding anything to the contrary contained herein, except for the Assumed Liabilities, Buyer shall assume not assume, shall not be deemed to have assumed, and become responsible shall not be liable for, from any liabilities or obligations (whether absolute, accrued, contingent, direct, indirect, due or becoming due, or otherwise) of Seller existing, arising out of or in any way connected with the conduct of its business prior to the closing Date (as hereinafter defined), or the sale by Seller of the Assets and after the ClosingReal Property to Buyer, only the following Liabilities (the “Assumed Liabilities”): including, without limitation, (i) the Liabilities specified on Schedule 1.2(a); (ii) express contractual performance obligations due or arising after the Closing (other than obligations relating to Retained Liabilities) any and all claims of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets); (iii) Liabilities expressly assumed persons employed by the Buyer pursuant to Section 4.6 of this Agreement, but only Seller prior to the extent and in the amounts provided for on the Final Closing Statement; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i)closing Date, (ii) any and all liability of Buyer arising as a result of the failure of Seller to file any tax returns or to pay any income, sales, excise or other taxes, employment or workers, compensation payments, and (iii) any and all losses, liabilities, damages or expenses resulting from the assertion of claims made against the Assets by creditors of Seller as a result of the failure to comply with any Bulk sales law. Seller and The Members agree to indemnify and hold the Acquiring Companies harmless with respect to any such liabilities in accordance with Article IX of this Section 1.2(a), but only to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverAgreement. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.

Assumption of Liabilities. (a) Upon Subject to and subject to upon the terms and conditions of this Agreement and any applicable conditions of the Transition Services Agreement, the Buyer shall assume and become responsible for, from and after effective as of the Closing, only Purchaser agrees to assume from Seller and to pay, perform and discharge according to their terms all contractual liabilities or obligations arising on or after the following Liabilities Closing Date under the Contracts, but specifically excluding the Manufacturing Contracts (the “"Assumed Liabilities”):"). Purchaser shall assume its responsibilities under the Contracts pursuant to this Section 2.3 by executing a Novation Agreement (the "Novation Agreement") by and among Purchaser, Seller and Hitachi Data Systems Corporation ("HDS"). Notwithstanding the preceding, Seller shall agree to continue to perform the certain obligations under the Master Reseller Agreement, by and between Seller and HDS, dated as of July 21, 2000 (the "HDS Master Reseller Agreement") described in Section 6.12 below. Purchaser's responsibilities under the Novation Agreement shall terminate upon the execution of an amendment by Purchaser and HDS to that certain International OEM Agreement by and between Purchaser and HDS, dated as of July 14, 1999 (the "HDS International OEM Agreement") that will enable Purchaser to furnish Existing HBA Products (as that term is defined below) to HDS. (b) Nothing herein shall be deemed to deprive Purchaser of any defenses, set-offs or counterclaims which Seller may have had or which Purchaser shall have with respect to any of the Assumed Liabilities. Effective as of the Closing, Seller agrees to assign, transfer and convey to Purchaser all such defenses, set-offs and counterclaims and agrees to cooperate with Purchaser to maintain, secure, perfect and enforce such defenses, set-offs and counterclaims, including the execution of any documents, the giving of any testimony or the taking of any such other action as is reasonably requested by Purchaser in connection with such defenses, set-offs and counterclaims. (c) Purchaser does not assume, and Seller does not transfer or assign, any liabilities or obligations, whether or not related to the HBA Business, and whether presently fixed and determined, contingent or otherwise, other than the Assumed Liabilities to be expressly assumed by Purchaser pursuant to Section 2.3(a) hereof. All such liabilities and obligations not expressly assumed by Purchaser ("Excluded Liabilities") shall remain liabilities of Seller, which shall be solely liable to perform and discharge such liabilities and obligations. Excluded Liabilities shall include, without limitation, the following: (i) any federal, state or local taxes, including, but not limited to, income or similar taxes based upon or measured by revenue, income, profit or gain from the Liabilities specified on Schedule 1.2(a)transfer of the Purchased Assets or the operation of the HBA Business prior to the Closing, other than Transfer Taxes; (ii) express contractual performance any outstanding obligations of Seller for borrowed money due to banks or arising after the Closing (other than obligations relating to Retained Liabilities) of the Business arising under Contracts that constitute Acquired Assets (it being understood and agreed that, except as provided in clause (iv) of this Section 1.2(a), Assumed Liabilities described in this clause (ii) will exclude any amounts due or payable as of the Closing under or in respect of Contracts that constitute Acquired Assets)lenders; (iii) Liabilities expressly assumed by the Buyer pursuant to Section 4.6 any obligation of this AgreementSeller for legal, but only accounting or other professional fees, or any other costs or expenses of Seller which are related to the extent and in consummation of the amounts provided for on the Final Closing Statementtransactions contemplated herein; and (iv) Liabilities (other than Retained Liabilities) which are not included in clause (i), (ii) or (iii) of this Section 1.2(a), but only any warranty obligation with respect to HBA Products sold by Seller prior to the extent and in the amounts provided for on the Final Closing Statement. The Buyer will assume no other Liabilities whatsoeverDate. (b) Notwithstanding the terms of Section 1.2(a) or any other provision of this Agreement to the contrary, the Buyer shall not assume or become responsible for, and the Sellers shall remain liable for, all Retained Liabilities, including the Liabilities specified on Schedule 1.2(b) and all other liabilities of the Sellers and their respective Affiliates not constituting Assumed Liabilities.