Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of Buyer agrees, effective on the ClosingEffective Date, the Buyer shall to assume the following liabilities and obligations and liabilities of Seller (the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities"ASSUMED LIABILITIES"): (a) all liabilities and obligations of Seller arising with respect to post-Closing periods under (i) the liabilities arising out of or relating to the operation of the Station Contracts listed on or after the Closing or the owning or holding of the Purchased Assets on or after the ClosingSchedule 2.02(a) attached hereto, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred Contracts entered into by the Business subsequent to the Balance Sheet date Seller with subscribers in the ordinary course of business prior to the Business consistent Closing and (iii) any other Contracts entered into by Seller with past practicethe consent of Buyer (which consent is not to be unreasonably withheld or delayed) in the ordinary course of business prior to the Closing (but excluding in all of the foregoing cases any liabilities or obligations attributable to any failure by Seller to comply with the terms thereof); (ivb) liabilities set forth on the Closing Statement to refund the security deposits to the customers who are entitled to receive same in accordance with the terms of their service contract, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING DEPOSIT LIABILITIES"); (c) liabilities set forth on the Closing Statement for unearned revenue, provided that the aggregate amount of liabilities assumed hereunder does not exceed the aggregate liability for such amount set forth in the Closing Statement ("CLOSING UNEARNED REVENUE LIABILITIES"); (d) liabilities which relate to periods on or after the Effective Date in respect of which prorations are made under Section 2.08 and liabilities which relate to periods prior to the Effective Date for which Seller has paid Buyer; and (e) subject to Section 5.68.02, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, any liability or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities obligation for Taxes that are the responsibility of the Buyer arising from or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed LiabilitiesPurchased Assets, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business System or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, System Operations which is incurred in or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related attributable to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Post-Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateTax Period.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, as of the ClosingClosing Date, the Buyer shall assume Acquiror agrees to assume, satisfy, perform, pay and discharge each of the following obligations and liabilities of Liabilities (the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded “Assumed Liabilities”): (i) all Liabilities of Seller or any of its Subsidiaries under the Assumed Contracts (in the case of an Assumed Contract requiring third party consent to assignment, where such consent has been obtained), but only to the extent such Liabilities arise from any event, circumstance or condition occurring after the Closing; (ii) all Liabilities with respect to the Evamist Governmental Permits that are Purchased Assets to the extent relating to the operation or conduct of the Evamist Business by or on the behalf of the Acquiror from and after the Closing, excluding the Evamist NDA; (iii) all Liabilities for Taxes arising out of or relating to, directly or indirectly, the Purchased Assets (including Evamist) or the ownership, sale or lease of any of the Purchased Assets attributable to the Post-Closing Tax Period, other than the Excluded Tax Liabilities; (iv) the Liability for fifty percent (50%) of the payment due to Fempharm Pty Ltd. pursuant to Section 3.2(b) of the Acrux License; and (v) all Liabilities after the Closing Date arising out of or related to the Acquiror’s ownership of the Purchased Assets and operation and conduct of the Evamist Business by or for the benefit of the Acquiror. (b) Notwithstanding anything contained in this Agreement to the contrary, from and after the Closing Date, the Seller shall retain all of the following Liabilities (“Excluded Liabilities”): (i) all accounts payable and other similar Liabilities of the Seller and its Subsidiaries, excluding fifty percent (50%) of the payment due to Fempharm Pty Ltd. pursuant to Section 3.2(b) of the Acrux License; (ii) any Liability incurred by the Seller in accordance with Section 8.5 in obtaining Evamist NDA Approval; (iii) any Liability of Seller or any of its Subsidiaries, or any member of any consolidated, affiliated, combined or unitary group of corporations of which Seller or any of its Subsidiaries is or has been a member, for Taxes and any liabilities for Taxes attributable to the Purchased Assets for any Pre-Closing Tax Period (“Excluded Tax Liability”); (iv) all Liabilities of the Seller and its Subsidiaries arising out of any product liability, patent infringement, breach of warranty or similar claim for injury to person or property or any other claim related to the Purchased Assets or the Evamist Business arising prior to the Closing (including all proceedings relating to any such Liabilities); (v) all Liabilities of the Seller and its Subsidiaries arising out of government seizures, field corrections, withdrawals or recalls of Evamist manufactured, transferred or sold prior to the Closing, which are claimed prior to, on or after the Closing Date; (vi) all Liabilities of the Seller and its Subsidiaries with respect to any litigation or other claims related to the Evamist Business or Purchased Assets to the extent arising from any event, circumstance or condition occurring or alleged to have occurred prior to the Closing; (vii) any Liability of the Seller related to any product or service of the Seller or any of its Subsidiaries other than Evamist or the operation or conduct by the Seller or any of its Subsidiaries of any business other than the Evamist Business; (viii) any Liability or obligation of Seller or any of its Subsidiaries (A) arising out of any actual or alleged breach by Seller or any of its Subsidiaries of, or nonperformance by Seller or any of its Subsidiaries under, any Assumed Contract prior to the Closing or (B) accruing under any Assumed Contract prior to the Closing; (ix) any Liability of the Seller to the extent arising out of (i) any suit, action or proceeding pending or, to the Knowledge of the Seller, threatened as of the Closing, with respect to claims which arise from facts, events or circumstances occurring prior to the Closing, or (ii) any actual or alleged violation by the Seller or any of its Affiliates of any Law applicable to the Seller or any of its Affiliates; (x) any Liability of the Seller that relates to any Excluded Asset; (xi) any Liability of Seller or any of its Subsidiaries or ERISA Affiliates under or relating to (A) any employee benefit plan, or relating to wages, bonuses, payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits, phantom stock, deferred compensation or other similar plan or arrangement, or any other employee plans or benefits of any kind, in each case, which Seller or any Subsidiary or ERISA Affiliate has entered into, maintains or administers or has maintained or administered, to which Seller or any Subsidiary or ERISA Affiliate contributes or has contributed or is or has been required to contribute, or under or with respect to which Seller or any ERISA Affiliate has or may have any Liability and (B) any actual or alleged violation by the Seller or any of its Affiliates of any equal employment or employment discrimination laws; (xii) any Liability under Environmental Laws arising out of or relating to the operation or conduct of the Station on or after the Closing Evamist Business or the owning use or holding ownership of the Purchased Assets on or after in the ClosingEvamist Territory, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to in each case, before the Closing; (iixiii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities any Liability of the Seller Parties to any of its Affiliates; and (xiv) any other Liability of Seller or any of its Subsidiaries or Affiliates that is not specifically listed as an Assumed Liability under the Assumed Contracts to be performed after, or in respect of periods following, the Closing Section 3.1(a) (except including any Liability to the extent that such liabilities were required resulting from the ownership, use, operation or maintenance of the Purchased Assets by or on behalf of Seller prior to the terms thereof to be discharged Closing, or the operation or conduct of the Evamist Business by or on behalf of the Seller prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

Assumption of Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of the Closing, the Buyer and shall assume timely perform, pay and discharge in accordance with their respective terms, the following obligations and liabilities Liabilities of Seller arising out of, relating to or otherwise in respect of the U.S. Business regardless of when incurred and including Liabilities incurred or arising prior to Closing (for the avoidance of doubt, excluding those Liabilities of the Japan Business currently owned by the Selling Affiliate) (collectively, the “Assumed Liabilities”): (a) Liabilities of Seller Parties under the Assigned Contracts; (b) all Liabilities assumed by Purchaser in Article X; (c) Liabilities arising from the sale of Products in the ordinary course of business, including pursuant to product warranties, product returns and rebates; (d) Liabilities in respect of (i) Environmental Laws; (ii) Environmental Claims; (iii) Releases; and (iv) any and all other matters relating to the Environment arising out of or otherwise related to the U.S. Business, whether direct other than the Retained Environmental Liabilities, and subject to Seller’s obligations under Sections 12.03; (e) Liabilities constituting, or indirectarising in connection with, known or unknown accounts payable existing on the Closing Date (except to including, for the extent such obligations and liabilities constitute Excluded Liabilities): avoidance of doubt, (i) the liabilities invoiced accounts payable and (ii) accrued but uninvoiced accounts payable); and (f) all Liabilities and commitments for Taxes arising out of or relating to the operation of the Station on or after the Closing or the owning or holding in respect of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the for any Post-Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; Tax Period (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Tax Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

Assumption of Liabilities. As of the Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”): (a) Upon All Liabilities arising under any Assumed Contracts and the terms Real Property Leases from and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the ClosingEffective Time, to the extent such liabilities arise after Liabilities relate solely to SEARHC’s use or ownership of the Closing Assumed Contracts and do not relate to the Real Property Leases and operation of the Station or Business after the owning or holding of the Purchased Assets prior to the ClosingEffective Time; (iib) all liabilities recorded on All Liabilities arising under any Licenses from and after the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent Effective Time, to the Balance Sheet date in extent such Liabilities relate solely to SEARHC’s use or ownership of the ordinary course Acquired Assets and operation of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities and SEARHC’s use of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereofLicenses; and (vic) all liabilities with respect Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees to be assumed by for such Accrued PTO on the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All Closing Date in an account of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as SEARHC (the “Assumed Liabilities.PTO Funding” (b) Except ); provided, that the City shall remain responsible for the Assumed Liabilitiesany Liability arising under Law, the Buyer shall not assume policy or be obligated contract to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to any Transferred Employee the Business value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or the Purchased Assets; (ii) all liabilities arising out any other employee of the operation of the Station before the Closing, City or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws Hospital for any employee or independent contractor (and their dependents) with respect to any group health plan form of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Dateaccrued unused paid time off.

Assumption of Liabilities. (a) Upon At the terms Closing, Seller shall sell, transfer, assign and subject convey to the conditions of this AgreementPurchaser, and Purchaser shall assume, effective as of the Closing, the Buyer and shall assume timely perform, pay and discharge in accordance with their respective terms, the following obligations Liabilities of Seller (collectively, the “Assumed Liabilities”): (a) Liabilities of Seller to all customers and liabilities advertisers of the Seller Parties related Systems for any advance payments or deposits for which Purchaser shall have received a credit pursuant to Section 3.4; (b) Liabilities with respect to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or Assets, the Transferred Employees arising after the Closing, to the extent such liabilities Liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely are related to any noncompliance with any Law by the Seller Parties event that occurs on or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to after the Closing Date; (ixc) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating Taxes applicable to any breach, default or non-performance prior to Closing by any the transfer of the Seller Parties or their Affiliates under any Assumed ContractPurchased Assets pursuant to this Agreement that are required to be paid by Purchaser pursuant to Section 11.1(b) and (c); (xd) Liabilities for Taxes relating to the Business, the Purchased Assets, the Transferred Employees for all liabilities of the Business pursuant to, under, taxable periods (or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior portions thereof) beginning after the Closing Date; (xie) other than as set forth in Section 6.2, any all accrued expenses and trade accounts payable to the extent arising out of the liabilities under Business, the pensionPurchased Assets, profit sharingthe Transferred Employees prior to the Closing that are outstanding as of 12:01 a.m. on the Closing Date and are taken into account in adjusting the Base Purchase Price pursuant to Section 3.4(d) (i), welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plansii) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such partyiii); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviiif) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed Liabilities relating to amounts required to be paid by the FCC resulting from the operation of the Station prior to the Closing DatePurchaser hereunder.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this AgreementAgreement and in reliance upon the representations, as warranties and agreements herein set forth, Buyer agrees, effective at the time of the Closing, the Buyer shall assume to assume, timely perform and timely discharge only the following Liabilities with respect to the Business and the Transferred Assets (collectively, the “Assumed Liabilities”): (a) all executory obligations of QS under, or arising after the Closing out of, the Assumed Contracts, including those necessary to enable Buyer to recognize the unearned revenue identified on the Balance Sheet (“Unearned Revenue”); (b) all obligations of QS with respect to product warranties and liabilities of the Seller Parties service contracts related to the BusinessAssumed Contracts (collectively, whether direct or indirect, known or unknown the “Assumed Warranties”); (except c) all Liabilities of the Business relating to the Transferred Assets (other than Excluded Liabilities) to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities resulting from events or conditions occurring or arising out of or relating to the operation of the Station on or after the Closing or the owning or holding Date; and (d) all Liabilities of the Purchased Assets on or after the ClosingQS related to Accounts Payable, Accrued Commissions, Accrued Payroll, Employee vacation pay, and Unearned Revenue to the extent such liabilities arise after accruals are set forth in the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing;Balance Sheet. (iie) all liabilities recorded on Notwithstanding the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by foregoing, in the Business subsequent to event that the Closing Balance Sheet date in the ordinary course shall reflect current assets and property, plant and equipment of the Business consistent with past practice; (iv) subject to Section 5.6less than $190,000, all current liabilities of the Seller Parties under more than $262,500 or unearned revenue of less than $1,760,000, then the Assumed Contracts Liabilities shall be reduced by an amount sufficient to be performed after, or in respect ensure that the total dollar amount of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, net of the Buyer value of the Transferred Assets, shall not assume exceed $2,050,000 (such amount being the “Liability Adjustment”); provided that no such adjustment shall be required in the event that the amount of the Liability Adjustment so calculated shall be less than $50,000. For the avoidance of doubt, Buyer and Sellers agree that in the event the Liability Adjustment is equal to or exceeds $50,000, one or more liabilities in the amount of Liability Adjustment and previously included as an Assumed Liability shall be retained by Sellers and shall become an Excluded Liability; provided, however, Sellers shall in no event be obligated to pay, perform, or otherwise discharge retain any liability or Assumed Liability that consists solely of a performance obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge opposed to an obligation to pay money (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as a “Excluded LiabilitiesPerformance Liability”). All In the event the Assumed Liabilities other than Performance Liabilities are insufficient to effect the adjustment contemplated by this Section, the Buyers shall be entitled to a set-off against the Promissory Note in the amount of the following Liability Adjustment not eligible to be retained by Sellers in accordance with the preceding sentence, which set off shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything applied to payments under the contrary Promissory Note in the manner provided in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date9.12.

Assumption of Liabilities. (a) Upon the sale and purchase of the Subject Assets, Buyer shall assume and agree to pay or discharge when due in accordance with their respective terms and subject to all liabilities of Seller shown or reflected on the conditions of this Agreement, as Base Balance Sheet which are outstanding at the time of the Closing, and all liabilities and obligations incurred by Seller since the date of the Base Balance Sheet in the ordinary course of business and consistent with the terms of this Agreement which are outstanding at the time of the Closing, provided, however, that Buyer shall not assume and shall not pay the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):liabilities: (i) Liabilities incurred by Seller in connection with this Agreement and the liabilities arising out of or relating transactions provided for herein, including, without limitation, counsel and accountant fees, and expenses pertaining to the operation performance by Seller of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closingits obligations hereunder; (ii) all liabilities recorded on Taxes (as defined in Section 2.08 hereof) of Seller (whether relating to periods before or after the Balance Sheettransactions contemplated in this Agreement or incurred by Seller in connection with this Agreement and the transactions provided for herein), including any liability for Taxes arising out of the inclusion of Seller in any group filing consolidated, combined or unitary tax returns or arising out of any transferee liability; (iii) all liabilities (including accounts payable and accrued expenses) incurred by Liabilities of Seller to its dissenting Shareholders, if any, under the Massachusetts Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practiceCorporation Law; (iv) subject Liabilities of Seller with respect to Section 5.6any options, all liabilities warrants, agreements or convertible or other rights to acquire any shares of the Seller Parties under the Assumed Contracts to be performed after, or in respect its capital stock of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing);any class; and (v) Liabilities in connection with or relating to all liabilities for Taxes that are the responsibility of the Buyer actions, suits, claims, proceedings, demands, assessments and judgments, costs, losses, liabilities, damages, deficiencies and expenses (whether or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closingthird-party claims), or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, interest, penalties, reasonable attorney and accountant fees and all Employee Plans) and any assets of any such agreementamounts paid in investigation, plan defense or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan settlement of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all foregoing. The liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations be assumed by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations Buyer under this Agreement or are hereinafter sometimes referred to as the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties “Liabilities,” and the FCCliabilities which are not assumed by Buyer under this Agreement are hereinafter sometimes referred to as the “Excluded Liabilities.” The assumption of said liabilities by any party hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller, or and nothing herein shall prevent any fines or sanctions imposed by the FCC resulting party from the operation contesting in good faith with any third party any of the Station prior to the Closing Datesaid liabilities.

Assumption of Liabilities. As of the Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”): (a) Upon All Liabilities arising under any Assumed Contracts and the terms Real Property Leases from and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the ClosingEffective Time, to the extent such liabilities arise after Liabilities relate solely to SEARHC’s use or ownership of the Closing Assumed Contracts and do not relate to the Real Property Leases and operation of the Station or Business after the owning or holding of the Purchased Assets prior to the ClosingEffective Time; (iib) all liabilities recorded on All Liabilities arising under any Licenses from and after the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent Effective Time, to the Balance Sheet date in extent such Liabilities relate solely to SEARHC’s use or ownership of the ordinary course Acquired Assets and operation of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities and SEARHC’s use of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereofLicenses; and (vic) all liabilities with respect Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees to be assumed by for such Accrued PTO on the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All Closing Date in an account of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as SEARHC (the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded LiabilitiesPTO Funding”). All of ; provided, that the following City shall be “Excluded Liabilities” remain responsible for purposes of this Agreementany Liability arising under Law, and notwithstanding anything policy or contract to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: pay (i) all liabilities that do not primarily relate to any Transferred Employee the Business value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or the Purchased Assets; (ii) all liabilities arising out any other employee of the operation of the Station before the Closing, City or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws Hospital for any employee or independent contractor (and their dependents) with respect to any group health plan form of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Dateaccrued unused paid time off.

Assumption of Liabilities. (a) Upon On the terms and subject to the conditions of conditions, including Section 6.2, set forth in this Agreement, as on the Closing Date, the debts, liabilities and obligations of the ClosingContributor and its Contributed Subsidiaries set forth in this Section 2.5 shall be assumed by the Contributing Partner in connection with the transfer of Assets to it and shall be assumed by the Partnership in connection with the transfer of Assets to it, and the Buyer shall assume the following Partnership agrees to pay, perform and discharge all such debts, liabilities and obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):when due: (i) the liabilities All obligations arising out of or relating to the operation of the Station on or after the Closing or Date under the owning or holding of the Purchased Assets on or after the Closing, Contracts and Leases that are assigned to the extent such liabilities arise after the Closing Partnership hereunder unless and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising arises out of the operation a violation of the Station before the Closing, such Contract or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising Lease prior to the Closing Date; (ixii) all liabilities (x) arising out All obligations under purchase orders accepted by the Contributor or its Contributed Subsidiaries in the ordinary course of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance business of the Contributed Business prior to the Closing by any Date that are not filled as of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xiiii) other than as set forth in Section 6.2Current accrued expenses related to employee vacation and lag- week accruals for employees that become Partnership Employees; (iv) All obligations and liabilities, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (includingevery kind and nature, without limitation, all Employee Plans) and any assets arising out of, in connection with or related to the ownership, operation or use after the Closing Date of any such agreement, plan the Assets or arrangementthe Contributed Business; (xiiv) all liabilities Seven Year PCCL Claims to the extent the aggregate thereof does not exceed $7,000,000; (vi) Third Party Claims that are related to Pre-Closing Contingent Liabilities and that are first asserted seven years or more after the Closing Date; (vii) The obligations for indebtedness described on Schedule 2.5(a)(vii); (viii) [Reserved]; (ix) All Liabilities associated with products sold after the Closing Date regardless of when manufactured; (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than The long-term liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party2.5(a)(x); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviiixi) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed Any other Liability specifically assumed by the FCC resulting from Partnership pursuant to the operation terms of this Agreement. The liabilities and obligations assumed by the Station prior Partnership pursuant to this Section are sometimes hereinafter referred to collectively as the "Assumed Liabilities." (b) On the Closing Date, the Partnership shall deliver to the Contributor an instrument of assumption of the Assumed Liabilities substantially in the form attached hereto as Exhibit F (the "Assumption Agreement").

Assumption of Liabilities. (a) Upon On the terms and subject to the conditions contained herein and in the Ancillary Documents (including the retention of this Agreement, as all rights and remedies under Article XVII of the ClosingMaster Purchase Agreement and under Articles VII and VIII hereto), the Buyer Purchaser shall assume and agree to pay, perform and discharge in accordance with their terms all of the following obligations obligations, debts and liabilities of the Seller Parties related to the Businessand no others (collectively, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.”): (a) all accounts payable and other accrued expenses (other than any intracompany accounts payable) as of the Closing Date, in each case that relate to the Assets, as reflected on the Accounting Records; (b) Except for with respect to Mortgage Loans acquired by Xxxxxx Xxx, Freddie Mac or Xxxxxx Xxx from the Assumed LiabilitiesSeller, the Buyer shall not assume Failed Thrift or be obligated to payIndyMac Federal (“GSE Mortgage Loans”), perform, or otherwise discharge any liability or obligation all obligations of the Seller Parties or their Affiliates, under the Servicing Agreements from and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to after the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependentsc) with respect to any group health plan of any Mortgage Loans other than GSE Mortgage Loans, all obligations imposed on the servicer under the Servicing Agreements from and after the Closing Date; and (d) all obligations of the Seller Parties with respect to (i) the lawsuits, judgments, claims or their Affiliates; demands listed on Schedule 2.03(c), and (xivii) all intercompany payables of the Business owing any additional lawsuits, judgments, claims or demands involving foreclosures, bankruptcies, fraud and misrepresentation, contract and mortgage disputes, liens, title disputes, regulatory agency/fair lending, property condition, forfeiture, partition, easement, condemnation and eminent domain, probate, contested foreclosures, tax sale, mechanic's liens, elder abuse and stop notice claims with respect to any of the Affiliates of Assets, but only to the extent any such additional lawsuit, judgment, claim or demand is comparable in nature, scope and substance to those listed on Schedule 2.03(c), as determined by the Seller Parties; in its reasonable judgment (xvas evidenced by written notice thereof given to the Purchaser), if such determination is made (and such notice is provided) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; within sixty (xvi60) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to days after the Closing Date, or by the mutual agreement of the Purchaser and the Seller, if such determination is after such sixty (60)-day period.

Assumption of Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this AgreementAgreement and the Sale Order, effective as of the Closing, the Buyer Purchaser shall assume from the Sellers (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, the following obligations and liabilities of the Seller Parties related to the BusinessLiabilities (collectively, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.”): (ba) Except for all Liabilities and obligations under the Assumed Liabilities, the Buyer shall Assigned Contracts (other than those which are not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation assignable under Section 365 of the Seller Parties Bankruptcy Code or their Affiliates, and as to which Consent is required to be obtained from any Person in order to permit the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct sale or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All transfer of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (iAssigned Contract) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation conduct of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising Business from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to and after the Closing Date; (ixb) all liabilities (x) any Liabilities arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities conduct of the Business pursuant toor the ownership of the Purchased Assets, underin each case, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior and after the Closing Date; (xic) other than as open purchase orders arising out of the conduct of the Business, including inventory held at NXP set forth in Section 6.2, any on Schedule 1.3(c) (the “NXP Purchase Orders”); (d) all Taxes related to the operation of the liabilities under Business by Purchaser attributable to periods or portions thereof beginning on or after the pensionClosing Date, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) Liabilities for Taxes attributable to the ownership of the Purchased Assets from and any assets of any such agreement, plan or arrangementafter the Closing Date; (xiie) the obligation to credit to all liabilities (x) Transferred Employees all vacation or other paid time off accrued or vested for each such Transferred Employee as of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or Closing Date (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer“Assumed PTO”); (xiiif) all liabilities Liabilities relating to amounts required to be paid by Purchaser under Code Section 4980B or Sections 601this Agreement; and (g) all Liabilities and transfer charges arising from third party licenses set forth on Schedule 1.3(g) (h) all Liabilities arising from the customer prepaid wafer starts from Philips Consumer Lifestyle B.V. and Xxxx-608 Werke GmbH & Co KG; (i) all Liabilities arising under the MSA; (j) cost and expenses associated with storage, transportation, and related taxes of ERISA or acquired Business tangible assets held at sites other applicable Laws for any employee or independent contractor than where employees were transferred from; (and their dependentsk) with respect to any group health plan of any the Liabilities listed on Schedule 1.3(k), the parties will each pay 50% of the Seller Parties or their Affiliates;total costs; and (xivl) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as Liabilities set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party1.3(l); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

Assumption of Liabilities. (a) Upon 2.8.1. At the terms and subject to the conditions of this AgreementNon-License Transfer, as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retainassume, pay, perform, defend discharge and discharge indemnify and hold Sellers harmless from and against (without recourse to Buyera) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities Liabilities arising out of events occurring on or after the operation Non-License Transfer Date related to the businesses or operations of the Station before the Closing, Stations by Buyer or the owning or holding Buyer's ownership of the Purchased Assets before the Closing Non-License Assets, (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iiib) all liabilities Liabilities arising out of on or after the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or nonNon-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities License Transfer Date under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates Station Contracts (including, without limitation, all Employee PlansTrade-out Agreements) and pursuant to their terms (except for Liabilities for any assets of breaches thereunder by any such agreementSeller occurring prior to the Non-License Transfer Date), plan or arrangement; (xiic) all liabilities (x) Liabilities for which there is a downward adjustment to the Base Purchase Price in connection with the calculation of the Seller Parties Proration Amount, and (d) all Liabilities to employees of the Stations to be assumed by Buyer in accordance with Section 8.4 hereof. 2.8.2. To the extent not assumed by Buyer at the Non-License Transfer, at the Closing, Buyer shall assume, pay, perform, discharge and indemnify and hold Sellers harmless from and against (a) all Liabilities arising out of events occurring on or their Affiliates under or relating after the Closing Date related to the WARN Act and any similar state statutes and Laws, businesses or (y) relating to the termination by the Seller Parties or their Affiliates operations of the Employees and independent contractors Stations or Buyer's ownership of the Seller Parties Assets, (b) all Liabilities arising out of events occurring on or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) Closing Date with respect to any group health plan of any of the Seller Parties or their Affiliates; FCC Licenses, (xivc) all intercompany payables of Liabilities arising on or after the Business owing Closing Date under the Station Contracts (including, without limitation, Trade-out Agreements) pursuant to their terms (except for Liabilities for any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations breaches thereunder by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station occurring prior to the Closing Date), (d) all Liabilities for which there is a downward adjustment to the Base Purchase Price in connection with the calculation of the Proration Amount, and (e) all Liabilities to employees of the Stations to be assumed by Buyer in accordance with Section 8.4 hereof.

Assumption of Liabilities. On, from and after the Effective Time, Buyer shall assume and agree to duly and timely pay, discharge, defend and perform as and when due: (a) Upon the terms any and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume the following all obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties Sellers under the Assumed Contracts to be performed after, or in respect of periods followingContracts, the Closing (except Licenses and the Station Licenses to the extent that such obligations and liabilities were required by arise or accrue on or after the terms thereof Effective Time, and, for the avoidance of doubt, it is hereby acknowledged and agreed that Buyer shall assume and agree to be discharged prior duly and timely pay (i) all payment obligations under the SpectraSite Agreements due on or after the Effective Time and (ii) all payment obligations of Sellers under the Monroe Agreements for capital expenditures relating to KARD’s digital buildout due on or after the Closing)Effective Time; (vb) liabilities and obligations of Sellers that are to be assumed by Buyer under Section 7.1; (c) any and all liabilities and obligations of Sellers to the extent accrued as a current liability on the Closing Balance Sheet and for Taxes that are which Buyer receives an adjustment to the responsibility Purchase Price as part of the Buyer or its Affiliates Net Working Capital pursuant to Section 6.1 hereofSections 2.5 and 2.6; and (vid) any and all liabilities with respect and obligations of Sellers for any advance payments or deposits for which Buyer receives an adjustment to the Transferred Employees to be assumed by the Buyer or its Affiliates Purchase Price as part of Net Working Capital pursuant to Section 6.2 hereof, if anySections 2.5 and 2.6. All of the foregoing in under this Section 2.3(a) to be 2.7, together with other liabilities or obligations expressly assumed by the Buyer hereunder under this Agreement or any other document, agreement or instrument required of Buyer under this Agreement, are referred to herein collectively as the “Assumed Liabilities.” (b) Except for . Sellers shall retain all liabilities of Sellers other than the Assumed LiabilitiesLiabilities (such retained liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Retained Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of At the Closing, the Buyer Purchaser shall assume and shall become responsible for the payment, performance and satisfaction of all of the following obligations and liabilities Liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):SCT Sellers: (i) the liabilities arising out of or relating Liabilities with respect to any Purchased Asset; and (ii) the operation of Liabilities reflected on the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the ClosingBalance Sheet, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets satisfied prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable , and accrued expenses) incurred by the Business subsequent to the Balance Sheet date any Liabilities occurring in the ordinary course of the Business consistent with past practice;from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (ivb) subject to Section 5.6, all liabilities All Liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required Sellers not specifically assumed by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates Purchaser pursuant to Section 6.1 hereof; and (vi2.2(a) all liabilities with respect to the Transferred Employees to shall be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “"Excluded Liabilities”). All of the following ," which shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: include (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending except as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth otherwise provided in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents5.13(e) with respect to any group health plan accrued vacation pay, all Liabilities of any of Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller Parties or their Affiliates; any ERISA Affiliate for the Hired Employees (xiv) all intercompany payables of the Business owing and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. From and after the Closing Date, Buyer shall assume and perform the following: (a) Upon All accounts payable, accrued expenses and other obligations for which the terms and subject to the conditions of this Agreement, Seller is responsible as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the ClosingDate, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) same were incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Seller’s Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ixb) all liabilities (x) arising out Seller’s actual future lease costs for its closed Denver, Colorado store and deferred lease costs in connection therewith to the extent of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any the accrual for same on the books of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities as of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date;; and (xic) Seller’s obligations that accrue on or after the Closing Date under the Material Agreements and the Real Estate Agreements (whether or not the Lessor has consented to the assignment thereof to Buyer). (d) Except for the liabilities described in Sections 2.3(a), (b) and (c) (the “Assumed Liabilities”), Buyer assumes no obligations or liabilities of Seller in connection with the transactions contemplated by this Purchase Agreement. Without limiting the generality of the foregoing, Seller shall be solely responsible for payment promptly when due of all amounts at any time owing by Seller with respect to the Business of Seller, both before and after the Closing, whether accrued or contingent, known or unknown, other than as set forth in Section 6.2the Assumed Liabilities, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) arising out of the provision by Seller Parties of goods or their Affiliates under or relating services prior to the WARN Act Closing, obligations for any of Seller’s Taxes. Seller agrees that it will, forthwith after receipt, transfer and deliver to Buyer any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA mail or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the documents received by Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing relating to any of the Affiliates Assumed Liabilities transferred to Buyer hereunder, such mail and documents to be delivered in the form and condition in which received, except for the opening of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties envelope or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Datepackage.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, including Section 2.6 hereof, at the Proper Closing, Purchaser agrees to assume, pay when due, perform and/or otherwise discharge as and when obligated (subject to the right of Purchaser to contest any such obligation in good faith), the Liabilities and obligations of Seller and its Subsidiaries with respect to the following Liabilities, as the same shall exist on the Proper Closing Date, other than the Excluded Liabilities (the "Assumed Liabilities"): (a) all of the ClosingLiabilities of Seller and its Subsidiaries respectively, including all accounts payable and accrued payment obligations relating to the Buyer shall assume Business that are accrued on the following obligations and liabilities Net Working Capital Schedules; (b) all Liabilities set forth in Section 2.3(b) of the Seller Parties related to the BusinessSeller's Disclosure Letter, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):Liabilities have been disposed of as of the close of business on the Proper Closing Date; (ic) the liabilities arising out all Liabilities of Seller and its Subsidiaries based on negligence, theories of tort, product liability, breaches of Contract or relating to the operation of the Station on other like basis for liability, including personal injury or after the Closing or the owning or holding of the Purchased Assets on or after the Closingproperty damage claims, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station obligations or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not Liabilities primarily relate to the Business Purchased Assets or the Purchased Assets; (ii) all liabilities arising arose out of the operation of the Station before the ClosingBusiness; (d) all Liabilities of Seller and its Subsidiaries arising under, or the owning incurred in order to comply with, any Environmental Law (or holding regulation or order issued thereunder) pertaining to any condition existing on or in any of the Purchased Assets before Business Real Property or otherwise relating primarily to the Closing Business; (excluding any liability expressly assumed by e) all obligations of Seller and its Subsidiaries under the Buyer Real Property Business Leases; (f) all obligations of Seller and its Subsidiaries under Section 2.3(a)the Business Contracts and Business Permits (other than the Non-Transferable Business Permits); (iiig) all liabilities arising out obligations of Seller and its Subsidiaries for replacement of, or refund for, damaged, defective or returned goods primarily related to the operation, owning or holding of the Excluded AssetsBusiness; (ivh) all liabilities for Indebtedness obligations of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) its Subsidiaries with respect to any group health plan of any of security deposit held by Seller and its Subsidiaries as lessor or sublessor under the Seller Parties or their AffiliatesReal Property Business Leases; (xivi) all intercompany payables Liabilities of the Business owing Seller and its Subsidiaries specifically assumed by Purchaser pursuant to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary AgreementsSection 6.11; and (xviiij) 50% of all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior Expenditures incurred in accordance with Section 6.21 with respect to the Closing DateFranx Xxxxxxx Xxx Environmental Liabilities.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of the ClosingPurchaser agrees, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after effective at the Closing, to assume the extent such liabilities arise after the Closing and do not relate to the operation following Liabilities of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except Asset Selling Corporations to the extent that such liabilities were required by the terms thereof to be discharged prior relating to the Closing);Business or the Conveyed Assets, and no other Liabilities (the "Assumed Liabilities"): (va) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereofEnvironmental Liabilities, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed other than Excluded Environmental Liabilities.”; (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: Liabilities (i) all liabilities that do not primarily relate pursuant to the Business warranty obligation or the Purchased Assets; otherwise relating to any alleged defects in manufacture or design or (ii) all liabilities arising out of the operation of the Station before the Closingfor which Pfizer has responsibility pursuant to Section 7.22 hereof, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities Liabilities arising from any returns of (x) Mecadox(R) by The Xxxxxx Xxxxxxx Midland Company ("ADM") or solely related to (y) any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising other Products sold prior to the Closing Date; (ixc) all liabilities (x) Liabilities arising out of any Contract that is not an Assumed Contract under Plans or (y) Foreign Plans relating to any breach, default or non-performance prior Employees solely to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as extent set forth in Section 6.27.4; (d) Liabilities, including all lawsuits commenced and all claims made after the Closing Date, arising from the sale of any of the liabilities under Products after the pensionClosing Date, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) in respect of injuries allegedly due and any assets owing as a result of any such agreementthe use or application of a Product, plan or arrangementirrespective of the legal theory asserted; (xiie) all liabilities Liabilities arising from and after the Closing Date under the Assumed Contracts, Equipment Leases and Intellectual Property Licenses; (xf) of Liabilities arising from and after the Seller Parties or their Affiliates under or Closing Date relating to the WARN Act ownership of the Conveyed Assets and any similar state statutes and Lawsthe operation of the Business, or (y) including Liabilities relating to the termination by the Seller Parties or their Affiliates of the Affected Employees arising from and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary AgreementsClosing Date; and (xviiig) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties Liabilities for which Purchaser is responsible from and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to after the Closing DateDate pursuant to an express provision set forth elsewhere in this Agreement.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume on the Closing Date (or, in the case of Section 2.5(d), the Toledo Plant Closing Date, as applicable) and shall pay, perform and discharge when due the following obligations obligations, liabilities and liabilities commitments of each Seller (collectively, the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded "Assumed Liabilities"): (ia) the all obligations, liabilities arising out and commitments of each Seller in respect of any and all Products shipped by Buyer or relating to in respect of the operation of the Station on Business at any time after the Closing Date except where such Products constituted finished products as of the Closing Date and such liabilities, obligations or commitments of Sellers constituted product liabilities or recall liabilities, unless (and to the extent that) the liabilities, obligations or commitments were caused by Buyer's negligence in the storage or transportation of such Products after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise Buyer's failure after the Closing and do not relate to employ quality control standards of at least the operation of the Station or the owning or holding of the Purchased Assets standards employed by Sellers prior to the Closing; (iib) except as otherwise expressly provided in Section 7.12, all liabilities and obligations for manufacturer's coupons relating to Products, which coupons are received by the clearinghouse for reimbursement for all periods beginning sixty (60) days after the Closing Date, regardless of when such coupons were issued; (c) all obligations, liabilities and commitments of each Seller and its Affiliates to the extent accruing, in accordance with the terms thereof, after the Closing Date, under Purchase Orders; (d) all liabilities, obligations and commitments of each Seller and its Affiliates to the extent accruing, in accordance with the terms thereof, after the Closing Date, under the Assigned Contracts; and all liabilities, obligations and commitments of each Seller and its Affiliates to the extent accruing, in accordance with the terms thereof, after the Toledo Plant Closing Date, under the Toledo Plant Assigned Contracts; and all liabilities, obligations and commitments of each Seller and its Affiliates under the Dividable Contracts with respect to any portions thereof transferred to Buyer, to the extent accruing in accordance with the terms thereof, after the date of transfer to Buyer, under such portions, and all liabilities, obligations and commitments of each Seller and its Affiliates under the Toledo Plant Dividable Contracts with respect to any portions thereof transferred to Buyer, to the extent accruing in accordance with the terms thereof, after the date of transfer to Buyer, under such portions; (e) all liabilities recorded on the Balance Sheet; and obligations for trade promotions arising from (iiii) all liabilities (including accounts payable and accrued expenses) incurred by trade promotion activities or events primarily related to the Business subsequent that are committed to after the Closing Date and occur at any time following the Closing Date or (ii) trade promotion activities or events primarily related to the Balance Sheet date Business that occur following the Closing Date and that were committed to before the Closing Date, except to the extent any such single activity or promotion was not disclosed, on SCHEDULE 2.5(e) or otherwise, to Buyer by Sellers and the liability and obligation per customer buying group related to such activity or promotion exceeds $100,000 unless such activity or promotion was committed to by Sellers in the ordinary course of the Business consistent with past practice; (ivf) subject all refund and replacement obligations relating to Section 5.6, all liabilities of Products shipped prior to Closing and returned after the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, date that is thirty (30) days after the Closing Date and for retail unsaleables in all periods beginning thirty (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v30) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to days after the Closing Date; (ixg) all liabilities and obligations for customer deductions (x) arising out of any Contract that is which shall not an Assumed Contract include liabilities and obligations for coupons, trade promotions or refund and replacement obligations or retail unsaleables, which are addressed by paragraphs (y) relating to any breachb), default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Planse) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (xf) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.this

Assumption of Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, as of at the Closing, the Buyer shall FTIRS agrees to assume the following and become responsible for all obligations and liabilities of the Seller Parties related Sellers under the agreements, contracts, mortgages, instruments, licenses, and other arrangements that are FTIRS Acquired Assets (1) to the Business, whether direct provide goods or indirect, known or unknown (except furnish services to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or another party after the Closing or (2) to pay for goods or services that another party will furnish to FTIRS in connection with the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise Ringtail Business after the Closing and do not relate no other liabilities (the “FTIRS Assumed Liabilities”). (b) Subject to the operation terms and conditions of this Agreement, at the Closing, FTIAU agrees to assume and become responsible for all liabilities and obligations of RSPL with respect to any accrued vacation or leave (including accrued annual leave or long service leave) due to Transferred Ringtail Employees employed by RSPL in Australia in accordance with RSPL’s normal policies regarding such accrual (the “FTIAU Assumed Liabilities”). FTIAU shall not assume any other liabilities. (c) Subject to the terms and conditions of this Agreement, at the Closing, FTIC agrees to assume and become responsible for all obligations of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties Sellers under the Assumed Contracts agreements, contracts, mortgages, instruments, licenses, and other arrangements that are FTIC Acquired Assets (1) to be performed after, provide goods or furnish services to another party after the Closing or (2) to pay for goods or services that another party will furnish to FTIC in respect of periods following, connection with the Ringtail Business after the Closing (except the “FTIC Assumed Liabilities”). FTIC shall not assume any other liabilities. Asset Purchase Agreement 12 (d) Subject to the extent that such liabilities were required by the terms thereof to be discharged prior to and conditions of this Agreement, at the Closing, FTI LLC agrees to assume and become responsible for all liabilities and obligations of RSI with respect to any accrued vacation or leave due to Transferred Ringtail Employees employed by RSI in the United States in accordance with RSI’s normal policies regarding such accrual (the “FTI LLC Assumed Liabilities”);. FTI LLC shall not assume any other liabilities. (ve) all liabilities The Assumed Liabilities shall not include (a) any liability of the Sellers for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer Ringtail Business or its Affiliates pursuant to Section 6.2 hereofotherwise), if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except any liability of the Sellers for Taxes arising in connection with the consummation of the transactions contemplated hereby (including any Income Taxes, GST or other Taxes arising because the Sellers are transferring the Acquired Assets), (c) any liability of the Sellers for the Assumed Liabilitiesunpaid Taxes of any person other than the Sellers under Treasury Reg. §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise, (d) any obligation of the Buyer shall not assume Sellers to indemnify any person by reason of the fact that such person was a partner, principal, trustee, director, officer, employee, agent or be obligated to paybeneficiary of any of the Sellers or was serving at the request of any of the Sellers as a partner, performprincipal, 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 discharge and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise), (e) any liability of the Sellers for costs and expenses incurred in connection with this Agreement, any Related Agreement or the transactions contemplated hereby, (f) any liability or contingency of the Sellers arising out of, or in any way related to, any actual or alleged breach of contract or warranty, tort, infringement, violation of law or regulation, employee-related claim or obligation to defend in any civil, criminal or other legal proceeding (“Legal Claims”) or (g) any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of Sellers under this Agreement, and notwithstanding anything any Related Agreement or other document or instrument related to the contrary in Section 2.3(a), none of transactions contemplated herein. FTI and the following Buyers shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business assume or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding have any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) responsibility with respect to any group health plan of any obligation or liability of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement Sellers or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate Principals not specifically included within the definition of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateAssumed Liabilities.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of At the Closing, the Buyer Purchaser shall assume the following obligations and categories of liabilities of (collectively, the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded "Assumed Liabilities"): (i) to the liabilities arising out of or extent relating to the operation of the Station periods on or after the Closing or the owning or holding of the Purchased Assets on or and after the Closing, to all liabilities and obligations of Seller under the extent such liabilities arise after Permits and the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the ClosingContracts; (ii) all liabilities recorded on Seller's obligations to the Balance SheetTransferred Employees as described in Section 5.4 hereof; (iii) all liabilities (including accounts payable Seller's obligations to customers in respect of gift certificates and accrued expenses) incurred by the Business subsequent gift cards issued prior to the Balance Sheet date Closing Date to consumers for redemption at the Purchased Store (the "Gift Certificates") (it being understood that Purchaser is not assuming any obligations to governmental agencies or taxing authorities under escheatment or similar statutes in the ordinary course respect of the Business consistent with past practicefunds collected by Seller upon the sale of such Gift Certificates); (iv) subject Seller's obligations to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or its customers in respect of periods followingany Power Cards, the Closing (except promotional items, prize coupons or other prize awards issued to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising a customer prior to the Closing Date; (ixv) All of Seller's trade accounts payable and other payables that are, in each case, incurred in the ordinary course of business within forty-five (45) days of closing (the "Payables"). The Payables shall include any and all liabilities (x) arising out of any Contract obligations to the Transferred Employees that is not an Assumed Contract are assumed by Purchaser under Section 5.4 or (y) relating to any breachotherwise. Notwithstanding the foregoing, default or non-performance prior to Closing by any if the aggregate amount of the Seller Parties or their Affiliates under any Assumed Contract; Payables is greater than the Working Capital (xas defined below) all liabilities as of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any then the dollar amount of the liabilities under Payables to be assumed by Purchaser shall be reduced by an amount equal to such excess, such that the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements total dollar amount of the Payables assumed by Purchaser shall be equal to the Working Capital. If there are excess Payables as contemplated in the foregoing sentence, then Seller Parties or their Affiliates (includingshall pay the excess payables in full at the Closing, without limitationbeginning with the oldest payables first, all Employee Plans) and any assets unless otherwise directed by Purchaser. For purposes of any such agreementthis Agreement, plan or arrangement; (xii) all liabilities (x) "Working Capital" shall mean the sum of the Seller Parties or their Affiliates under or relating to the WARN Act Inventory (valued at cost), Cash and any similar state statutes and Laws, or (y) relating to the termination Receivables being acquired by the Seller Parties or their Affiliates Purchaser as of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date., excluding any Receivables that are older than ninety (90) days or otherwise not collectible;

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as Buyers agree, OI's obligations being limited to the assumption of the liabilities listed on Appendix B hereto (the "OI Assumed Liabilities"), effective at the time of Closing, the Buyer shall to assume the following obligations and liabilities of (the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded "Assumed Liabilities"): (i) the all liabilities arising out of or relating to the operation of the Station types set forth on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, Reference Balance Sheet to the extent such liabilities arise after (except as otherwise provided herein) included or reflected on the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the ClosingBalance Sheet; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any Seller arising from and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before after the Closing Date under all Included Contracts (excluding other than liabilities or obligations attributable to any liability expressly assumed failure by Seller to comply with the Buyer under Section 2.3(a)terms thereof); (iii) all liabilities and obligations under the Anchor Glass Container Corporation Executive/Key Employee Retention Plan as such Plan is in effect on the date hereof (other than liabilities and obligations arising out under such Plan prior to the Closing, which shall remain liabilities and obligations of the operation, owning or holding of the Excluded AssetsSeller); (iv) all liabilities under Seller Defined Benefit Plans (but excluding any and all liabilities for Indebtedness excise tax or related taxes or penalties to the Internal Revenue Service arising out of the failure of Seller Parties or their Affiliatesto contribute to Seller Defined Benefit Plans) and all liabilities to the PBGC in connection with Seller Defined Benefit Plans, which liabilities shall be paid by the applicable Buyer in full on the Closing Date to the extent due and owing on the Closing Date; (v) all environmental liabilities for Excluded Taxesrelating to the Purchased Assets or Business (but excluding any liabilities resulting from or arising out of any (i) claim, action, suit, investigation, proceeding or judgment relating to property disposed of by Seller or any of its subsidiaries prior to the Closing Date or (ii) asbestos-related claims, actions, suits, investigations, proceedings or judgments arising out of any event or condition existing on or occurring prior to the Closing Date); (vi) all liabilities for trade payables of Seller Expenseswhich have arisen after the filing of the Petition and which are in existence on the Closing Date; (vii) all liabilities arising from or solely related accrued expenses relating to any noncompliance with any Law by the Seller Parties or their Affiliatesworkers' compensation claims; (viii) all liabilities to the extent and obligations of Seller arising from or under, related to any Proceedings against or in connection with the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date;Headquarters Lease; and (ix) all liabilities (x) and expenses in the aggregate relating to insurance claims arising out of workers' compensation, general liability, products liability, and automobile liability policies issued to Seller by The Travelers Indemnity Company and its Affiliates including The Aetna Casualty and Surety Company (or any Contract that is not an Assumed Contract or (ypredecessor) relating to any breach, default or non-performance for periods prior to Closing by any January 1, 1997; provided, however, that the amount of all such liabilities and expenses in the Seller Parties or their Affiliates under any Assumed Contract; (x) aggregate shall not exceed the sum of all amounts shown on the Reference Balance Sheet for all such insurance liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Dateexpenses.

Assumption of Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, at the applicable Closing, NB Group shall cause the Corresponding NB Trust Company to assume, effective as of the such Closing, the Buyer shall assume and (subject to and in accordance with Section 7.16) to timely perform and discharge in accordance with their respective terms, only the following obligations and liabilities Liabilities of the Seller Parties related to the BusinessAssignors (collectively, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.”): (ba) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation all Liabilities of the Seller Parties or their Affiliatesapplicable Assignor under the Transferred Contracts, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (but excluding any liability expressly assumed by the Buyer under Section 2.3(a)); Liabilities (iiiincluding any Liabilities for breaches thereof) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related relating to any noncompliance with any Law by the Seller Parties period ending on or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ixb) all liabilities Liabilities of the applicable Assignor under the Transferred Real Property Leases, but excluding any Liabilities (xincluding any Liabilities for breaches thereof) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default period ending on or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xic) other than as set forth at the New York Closing, Liabilities of Xxxxxx National Bank TC relating to or arising out of any New York Succeeded Relationship, including any Liabilities arising from or in Section 6.2, any of connection with the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets transfer of any such agreement, plan or arrangementRelationships to NB National Bank TC; (xiid) all liabilities (x) at the Delaware Closing, Liabilities of the Seller Parties or their Affiliates under or Xxxxxx Delaware TC relating to the WARN Act and or arising out of any similar state statutes and LawsDelaware Succeeded Relationship, or (y) relating in each case to the termination by the Seller Parties extent arising from facts, events or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred circumstances occurring after the date such Relationship becomes a Delaware Succeeded Relationship, and including any Liabilities arising from or in connection with the transfer of transferany such Relationships to NB Delaware TC; (xiiie) all Liabilities of Assignors related to the employment or termination of employment of any Transferred Employee, in each case to the extent arising from events and circumstances occurring after the Closing, including any liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any the payment of the Seller Parties or their Affiliates; (xiv) all intercompany payables of guaranteed bonuses to employees named on Schedule 7.2(b)(iv), in the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as amounts set forth on Schedule 3.22; (xvi) a schedule that was previously provided to NB Group, but excluding in all liabilities cases any Liabilities with regard to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary AgreementsBenefit Plans; and (xviiif) all liabilities All those current Assumed Liabilities which are included in the calculation of New York Closing Net Working Capital or obligations under Delaware Closing Net Working Capital. For the avoidance of doubt, Assumed Liabilities shall not include any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateExcluded Liabilities.

Assumption of Liabilities. As of the Effective Time, Buyer shall assume and agree to pay, discharge and perform according to their terms only the following liabilities and obligations of Seller (collectively, the “Assumed Liabilities”), and specifically excluding the Excluded Liabilities: (a) Upon All liabilities and obligations arising out of Buyer’s operation of the terms Hospital Operations or the use or ownership of the Purchased Assets by Buyer from and after the Effective Time; (b) All liabilities and obligations under or arising out of the Assumed Contracts and the Assumed Real Property Leases on and after the Effective Time, including, subject to any necessary governmental approvals, the conditions of this Corporate Integrity Agreement, as of the Closingif not released or waived (“CIA”); provided, the however, Buyer shall not assume the following any liabilities or obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation in connection with Seller’s breach or alleged breach of the Station on such Assumed Contracts, CIA, or Assumed Real Property Leases; (c) All liabilities and obligations arising under any Licenses from and after the Closing or the owning or holding of the Purchased Assets on or after the ClosingEffective Time, to the extent such liabilities arise after the Closing and do not obligations relate to the operation Buyer’s use or ownership of the Station Hospital Operations or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6Assets, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct otherwise constitute Excluded Liabilities or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (ivd) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities Except to the extent arising from or related to any Proceedings against the Seller Parties or their AffiliatesExcluded Liabilities and/or Excluded Assets, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior Seller’s outstanding accounts payable and trade liabilities related to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating Hospital Operations to the WARN Act and any similar state statutes and Laws, or (y) relating to extent no more than 12 months old from the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary AgreementsEffective Time; and (xviiie) all liabilities or Liabilities and obligations under any Contract between any of Seller Party or any Affiliate as of the Effective Time for accrued paid time off, whether for vacation or otherwise, for each Seller Parties employee that is offered and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior accepts employment with Buyer (each a “Hired Employee(s)”) to the Closing Datelesser of (i) existing accrued amounts of vacation leave and other paid time off (“PTO”) of each such employee or (ii) eighty (80) hours of PTO for each such employee (the “Assumed PTO”); provided, however, Seller shall pay Hired Employees for all remaining PTO at Closing.

Assumption of Liabilities. (a) Upon the terms sale and purchase of the Subject Assets, and subject to the conditions provisions of this Agreement, each Buyer as of identified on EXHIBIT 1.1 hereto agrees to assume and to pay or to discharge when due in accordance with their respective terms, only the Closingfollowing liabilities and obligations (collectively, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded "Liabilities"): (ia) The liabilities and obligations of the Dynatech Entities shown or reflected and reserved against on the Base Balance Sheet (as defined in Section 2.7 hereof) (but not in amounts in excess of the amounts so shown, reflected or reserved against), excluding any of such liabilities arising out and obligations discharged since the date of or relating the Base Balance Sheet; (b) All liabilities and obligations of the Dynatech Entities incurred in connection with the Business in the ordinary course of such business from and after the date of the Base Balance Sheet to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, Date to the extent such liabilities arise after or obligations (i) have not been satisfied prior to the Closing Date and do (ii) are shown or reflected and reserved against on the Closing Net Asset Statement (as defined in Section 1.4(b) hereof) (but not relate to the operation in amounts in excess of the Station amounts so shown, reflected or the owning reserved against); (c) Liabilities and obligations with respect to product or holding service warranties (excluding product liability claims) for products or services of the Purchased Assets Business sold or delivered by any of the Dynatech Entities prior to the Closing;; and (iid) all All liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course obligations of the Business consistent with past practice; (ivDynatech Entities under the Contracts listed in SECTION 1.1(c) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except Disclosure Memorandum to the extent that such liabilities were required by the terms thereof to be discharged prior or obligations accrue subsequent to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer Closing or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect relate to the Transferred Employees to be assumed by period of time after the Buyer or its Affiliates pursuant to Section 6.2 hereof, if anyClosing. All of Notwithstanding the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilitiesforegoing, the Buyer Buyers shall not assume or be obligated to pay, perform, or otherwise discharge and shall not pay any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreementliabilities or obligations: (i) all liabilities Taxes (as defined in Section 2.8 hereof) of Dynatech or of any Dynatech Entity relating to periods before the Closing or incurred by Dynatech or by any of the Dynatech Entities in connection with this Agreement and the transactions provided for herein), including any liability for Taxes arising out of the inclusion of any of the Dynatech Entities in any group filing consolidated, combined or unitary tax returns or arising out of any transferee liability, it being specifically agreed that do the Buyers shall not primarily relate be deemed to be the Business or the Purchased AssetsSellers' transferees with respect to any Tax liability; (ii) all liabilities Liabilities of Dynatech or of any Dynatech Entity under any Environmental Law (as defined in Section 2.15 hereof) (A) arising out from the generation, transportation, storage, treatment, disposal or management of any Hazardous Waste (as defined in Section 2.15) at any facility of Dynatech or of any Dynatech Entity or at any site to which any such Hazardous Waste generated by Dynatech or by any Dynatech Entity was transported prior to the Closing Date or (B) otherwise resulting from the conduct of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding Business by any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising Dynatech Entity prior to the Closing Date; (ixiii) Liabilities in connection with or relating to any and all liabilities actions, suits, claims, proceedings, demands, assessments and judgments, costs, losses, liabilities, damage, deficiencies and expenses (x) whether or not arising out of third-party claims) in connection with any Contract that is not an Assumed Contract litigation or (y) relating any governmental or administrative proceedings to any breach, default or non-performance the extent arising out of events occurring prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xiiv) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) Liabilities and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan obligations of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing Dynatech Entities for product liability claims with respect to products sold by any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station Dynatech Entities prior to the Closing Date; (v) Liabilities and obligations of Dynatech or of any of the Dynatech Entities with respect to any current, retired or former employee of such Dynatech Entities, including liabilities for salary, bonuses, commissions, contingent payments and other compensation for services provided prior to the Closing Date, and including liabilities for worker's compensation and other employee claims, grievances or other proceedings arising out of events occurring prior to the Closing Date (but excluding any liabilities for accrued vacation on the books of Dynatech GmbH, which shall be assumed); (vi) Liabilities and obligations of Dynatech or of any of the Dynatech Entities under any pension, benefit, profit sharing, retirement, stock, deferred compensation, welfare, insurance, disability, salary continuation (other than the salary continuation obligations assumed by the Buyers pursuant to Section 7.1 hereof) and other similar plans, programs and agreements maintained by Dynatech or by any Dynatech Entity at any time in the past; or (vii) Any other liabilities and obligations of Dynatech or of any of the Dynatech Entities (including without limitation any liabilities, penalties or other costs which may be imposed on any of the Buyers or any of the Dynatech Entities arising out of any violation of any applicable law by any of the Dynatech Entities prior to the Closing Date and/or any failure by any Dynatech Entity to have obtained and have in effect at all relevant times any permit, license, approval or authorization necessary to conduct its business as such business was conducted prior to the Closing Date), except for the Liabilities, as defined in Sections 1.3(a) through Section 1.3(d) above. The liabilities and obligations which are not assumed by the Buyers under this Agreement are hereinafter sometimes referred to as the "Excluded Liabilities." Upon the sale and purchase of the Subject Assets, and subject to the provisions of this Agreement, Dynatech and the Sellers hereby expressly agree to assume and to pay or to discharge when due any of the Excluded Liabilities to the extent that such Excluded Liabilities may be liabilities or obligations of Dynatech sro or Dynatech GmbH. Any Excluded Liability to which any Buyer shall succeed as a matter of law notwithstanding the express terms of this Agreement shall, as between the parties, nonetheless be deemed to be an Excluded Liability, which, as between the Parties shall be the sole obligation of Dynatech and the Sellers. The assumption of said Liabilities by any party hereunder shall not enlarge any rights of third parties under contracts or arrangements with the Buyers or the Sellers and nothing herein shall prevent any party from contesting in good faith with any third party any of said Liabilities.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this AgreementAgreement and in reliance upon the representations, as warranties and agreements herein set forth, Buyer agrees, effective at the time of Closing, to assume all of the Closingfollowing Liabilities with respect to the Aerospace Business and the Transferred Assets (collectively, the Buyer shall assume the following "Assumed Liabilities"): (a) all obligations and liabilities of Seller with respect to accounts payable of the Aerospace Business reflected in the Closing Balance Sheet ("Accounts Payable"); (b) all Liabilities of Seller Parties related to under the Business, whether direct or indirect, known or unknown (except Assumed Contracts to the extent such obligations and liabilities constitute Excluded Liabilities):accrued on the Closing Balance Sheet or arising from the conduct of Buyer after the Closing Date; (ic) all obligations of Seller with respect to accrued expenses of the liabilities arising out of Aerospace Business reflected in the Closing Balance Sheet or relating to the list delivered pursuant to Section 3.8(b) ("Accrued Expenses"); (d) all obligations of Seller with respect to product warranties related to the Assumed Contracts, including, without limitation, with respect to replacement of, or refund for, damaged, defective or returned goods (the "Product Warranties") and claims of product liability ("Product Liability Claims") existing on the Closing Date (to the extent reflected in the Financial Statements) or arising after the Closing Date (collectively, the "Assumed Warranties"); (e) all obligations of Seller with respect to the Business Employees (other than the Retained Employees) in accordance with Section 5.2, including, without limitation, compensation, benefit, severance and workers compensation claims, existing on or arising after the Closing Date or resulting from the consummation of the transactions contemplated hereby (other than with respect to (i) any sale bonus payment obligations of Seller resulting from the consummation of the transactions contemplated hereby and (ii) any Excluded Liability described in Section 2.4(a)); (f) all Liabilities with respect to the Aerospace Business (other than Excluded Liabilities) to the extent resulting from operation of the Station Aerospace Business by Buyer on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereofDate; and (vig) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred Seller to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending ship product based on product backlog as of the Closing Date (other than any fee, penalty or based upon other claim arising from Seller's breach of any action, event, circumstance or condition such obligation arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

Assumption of Liabilities. Without limiting the rights of Buyer under Article 14 for breaches of any representations or warranties of Seller made in Article 4, at the Closing, Buyer shall assume, and Buyer shall hereafter pay, perform and discharge when due, the following liabilities and obligations of Seller and no others (collectively, the “Assumed Liabilities”): (a) Upon all liabilities and obligations of Seller arising after the terms and subject to Effective Time under the conditions of this AgreementAssigned Contracts, as of the Closing, the along with Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):Cure Cost Obligations; (ib) all liabilities and obligations arising after the Effective Time under the Permits of Seller; (c) all liabilities and obligations relating to or arising out of or relating those Mitigation Commitments set forth on the Mitigation Plan that have not been completed prior to the operation of the Station on Effective Time, are ongoing, or are required to be implemented after the Closing or the owning or holding of the Purchased Assets on or after the ClosingEffective Time, which liabilities and obligations, to the extent such liabilities arise after the Closing and do not relate to the operation Knowledge of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded Seller, are listed on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the ClosingSchedule 1.3(c); (vd) all liabilities and obligations of Seller for Transaction Taxes that are payable in connection with the responsibility transactions contemplated by this Agreement; (e) all liabilities and obligations of the Seller arising under or relating to any environmental, health or safety matter (including any liability or obligation arising under any Environmental Law); (f) all liabilities and obligations assumed by or agreed to be performed by Buyer or any of its Affiliates pursuant to Section 6.1 hereof; andthis Agreement or any Ancillary Agreement; (vig) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior Business or the ownership of the Acquired Assets, on and after the Effective Time; (h) all liabilities and obligations of Seller to store, terminal or ship petroleum products of third parties; and (i) Buyer’s portion of prorated Taxes, fees and expenses set forth in Article 11. Other than the Assumed Liabilities and the Permitted Encumbrances, the sale of the Acquired Assets shall be free and clear of any and all Encumbrances to the Closing Dateextent provided by the Bankruptcy Code (including Sections 105 and 363(f) thereof) or by order of the Bankruptcy Court.

Assumption of Liabilities. At the Closing, Buyer shall assume, and Buyer hereby agrees to thereafter pay, perform and discharge when due, and indemnify, defend and hold harmless the Sellers, their Affiliates and all of their respective Related Persons from and against, all of, and only of, the following liabilities (the “Assumed Liabilities”): (a) Upon all post-petition ordinary course liabilities and obligations in an amount not to exceed $200,000 for the terms accounts payable set forth on Schedule 1.3(a) (as such schedule may be updated jointly by Buyer and subject the Sellers prior to the conditions Closing), except for Sellers’ breaches or violations of this Agreement, as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties law related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):thereto; (ib) the all liabilities and obligations arising out of or relating the Assumed Contracts and all cure costs required to the operation be paid pursuant to section 365 of the Station Bankruptcy Code in connection with the assumption and assignment of the Assumed Contracts (the “Cure Costs”), provided that such Cure Costs shall be a dollar for dollar reduction in the cash portion of the Purchase Price; (c) all liabilities and obligations arising from facts, events or circumstances occurring on or after the Closing Date relating to or arising out of the Acquired Assets, the Assumed Liabilities or the owning or holding Business; (d) all liabilities and obligations arising from the severance of any employee of any of the Purchased Assets Sellers arising on or after the ClosingEffective Date provided that the Buyer's liability with respect to such severance obligations incurred prior to the Closing Date shall not exceed $100,000; (e) all existing reservations of Members accepting New Membership Contracts with respect to those Properties included in the Acquired Assets and, to the extent possible upon Buyer's commercially reasonable efforts in good faith to accommodate such liabilities arise after requests, the Closing and do existing reservations of Members accepting New Membership Contracts with respect to those properties not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date included in the ordinary course of the Business consistent with past practice; (iv) subject Acquired Assets that can be transferred to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, other properties owned or in respect of periods following, the Closing (except to the extent that such liabilities were required leased by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereofwhich the Buyer has access through Ultimate Resort, LLC; and (vif) all liabilities existing reservations of the Sellers’ members for travel through March 31, 2007 who do not accept New Membership Contracts (a “Non-Accepting Member”) with respect to those Properties included in the Transferred Employees Acquired Assets and, to the extent possible upon Buyer's commercially reasonable efforts in good faith to accommodate such requests, the existing reservations of the Non-Accepting Members with respect to those properties not included in the Acquired Assets that can be assumed transferred to other properties owned or leased by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by which the Buyer hereunder are referred has access through Ultimate Resort, LLC; provided that (a) each such Non-Accepting Member is current on all on-going obligations for dues owed to herein as the “Assumed Liabilities.” Sellers through the month in which the travel occurs, (b) Except such Non-Accepting Member timely pays all the nightly fees for the Assumed Liabilities, reservation which they want the Buyer shall not assume to honor, (c) after the earlier of (I) entry into the Management Agreement or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to BuyerII) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) dues and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating nightly fees are remitted to the WARN Act Buyer and any similar state statutes and Laws, (d) such Non-Accepting Member executes a waiver of liability or (y) relating short-term membership agreement reasonably acceptable to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateBuyer.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of at the ClosingClosing on the Closing Date, the Buyer shall assume only the following obligations and liabilities of (the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded “Assumed Liabilities”): (i) the liabilities arising out of or relating to the operation obligations of the Station on or after applicable Seller(s) under the Closing or the owning or holding of the Purchased Assets on or after the Closing, Assumed Contracts to the extent such liabilities arise after the Closing obligations are applicable to and do not relate accrue with respect to the operation of the Station or the owning or holding of the Purchased Assets prior periods subsequent to the Closing; (ii) all liabilities recorded on the Balance Sheettrade accounts payable of Spence outstanding at the Closing, but oxxx xx the extent such trade accounts payable remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; (iii) all liabilities accrued expenses (including accounts payable and accrued expensesexcluding Taxes) incurred by the Business subsequent Sellers related to the Balance Sheet date Business, but only to the extent such accrued expenses remain outstanding at the Closing and are taken into account in determining adjustments to the ordinary course of the Business consistent with past practicePurchase Price pursuant to Section 2.3; (iv) subject the current liabilities (excluding Taxes) incurred by the Sellers related to Section 5.6the Business, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except but only to the extent that such current liabilities were required by remain outstanding at the terms thereof to be discharged prior Closing and are taken into account in determining adjustments to the Closing)Purchase Price pursuant to Section 2.3; (v) all the current employee liabilities for Taxes that (excluding Taxes) incurred by the Sellers related to the Business, but only to the extent such current liabilities remain outstanding at the Closing and are taken into account in determining adjustments to the responsibility of the Buyer or its Affiliates Purchase Price pursuant to Section 6.1 hereof2.3; (vi) any product or service warranty liability or obligations arising out of any products supplied or services performed by either Seller in connection with the Business, but only to the extent such accrued expenses remain outstanding at the Closing and up to a maximum amount $50,000 in the aggregate; (vii) the obligations described in Section 5.4(b)(vi) with respect to the incentive plans set forth on Schedule 5.4(b)(vi), but only to the extent such current liabilities remain outstanding at the Closing and are taken into account in determining adjustments to the Purchase Price pursuant to Section 2.3; and (viviii) all any other liabilities or obligations arising out of or relating to events or transactions occurring after the Closing in connection with respect to the Transferred Employees to be assumed by the Buyer operations of or its Affiliates pursuant to Section 6.2 hereof, if any. All ownership or use of the foregoing in this Section 2.3(a) to be assumed Purchased Assets by the Buyer hereunder are referred to herein as the “Assumed LiabilitiesBuyer.” (b) Except for the Assumed Liabilitiesas expressly provided in Section 2.2(a), the Buyer shall does not hereby and will not assume or become liable for and shall not be obligated to paypay or satisfy any obligation, performdebt or liability whatsoever, whether fixed, contingent or otherwise discharge otherwise, of the Business or the Sellers or any other person or entity, including, without limitation any Indebtedness or other claim, liability or obligation arising out of the Seller Parties ownership or their Affiliatesuse of the Purchased Assets prior to the Closing or circumstances or occurrences or the operations of the Business or transactions contemplated by this Agreement prior to the Closing, including, without limitation, by reason of any violation or alleged violation of any Legal Requirement or any other requirement of any Governmental Authority, and whether or not disclosed on the Seller Parties Schedules attached hereto, and their Affiliatesregardless of when or by whom asserted (collectively, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as the “Excluded Liabilities”). All Without limiting the foregoing and for the avoidance of doubt, the following Assumed Liabilities shall be “Excluded Liabilities” for purposes of this Agreementin no event include, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Liabilities shall include, those Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as Liabilities set forth on Schedule 3.22; the confirmatory letter by and among the parties hereto in the form of Exhibit 2.2(b) (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent the “Confirmatory Letter”). The Excluded Liabilities shall remain the responsibility and obligation of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties Sellers after Closing, and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateSellers shall pay and discharge all such liabilities as and when due.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of on the ClosingClosing Date, the Buyer Optionee shall assume and be obligated for, and shall agree to pay, perform and discharge in accordance with their terms, the following obligations and liabilities of the Seller: (a) All liabilities and obligations of the Seller Parties related or any of its Subsidiaries under (A) the Station Agreements and (B) the leases, contracts and other agreements entered into by the Seller or any of its Subsidiaries with respect to the BusinessStation, whether direct the Business or indirect, known the Purchased Assets after the date of this Agreement consistent with the provisions of Section 6.3 (including any Prohibited Contract agreed to in writing by the Optionee) or unknown (except to by or at the extent such obligations and liabilities constitute Excluded Liabilities):direction of the Optionee in accordance with the terms of the Optionee LMA; (ib) the liabilities All liabilities, expenses and obligations arising out of from or relating to the operation of the Station on or after the Closing or the owning Purchased Assets during the LMA Effective Period (other than (i) indebtedness of the Seller or holding any of its Subsidiaries for borrowed money or services from an Affiliate, (ii) any intercompany liabilities and (iii) any liabilities or obligations of the Seller under the Optionee LMA); and (c) All liabilities, expenses and obligations arising under, or relating to, Orders pertaining to the Station or the Purchased Assets on or and after the ClosingOption Effective Date and all liabilities, to expenses and obligations incurred under the extent such liabilities arise Governmental Permits on and after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if anyDate. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder liabilities, expenses and obligations are referred to herein as the “"Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date."

Assumption of Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, as of from and after the Closing, the Buyer shall Purchaser will assume and pay, perform, discharge and be responsible solely for the following obligations and liabilities of Seller (the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities"ASSUMED LIABILITIES"): (i1) The assumption of secured indebtedness incurred in the liabilities arising out Cases pursuant to the $135 million debtor-in-possession financing facility, as previously or hereafter amended (the "DIP Facility") entered into by Seller on the Filing Date and approved by the Bankruptcy Court (the "ASSUMED INDEBTEDNESS"), which shall be paid by Purchaser on the Closing Date, or such later date to which the lenders under the DIP Facility shall consent. (2) The payment of an amount of Administrative Expenses and Priority Unsecured Claims (including, without limitation, accrued and unpaid expenses) not to exceed the amount of Administrative Expenses and Priority Unsecured Claims which would cause the Actual Net Asset Value to be less than $(28,575,000). Purchaser shall have the right to review and/or dispute any and all of such Administrative Expenses or Priority Unsecured Claims. Such Administrative Expenses and Priority Unsecured Claims shall be paid by Seller prior to the Closing Date or by Purchaser after the Closing Date in the ordinary course when they become due according to their terms. (3) Ordinary course trade payables and other expenses directly and solely relating to the operation of the Station on Business from the Effective Date to the Closing Date shall not be taken into account in the calculation of Actual Net Asset Value. Such Administrative Expenses shall be paid by Seller prior to the Closing Date or by Purchaser after the Closing Date in the ordinary course when they become due according to their terms. (4) Payment of the difference between (x) all severance obligations due and owing with respect to employees of Seller as of the date hereof, including without limitation Transferred Employees, who are terminated prior to six (6) months after the Closing Date (or nine (9) months in the case of IT Transferred Employees) (including approximately $1,600,000 for Aisle 3 employees and persons terminated prior to the Effective Date), less (y) $4,600,000. All other severance obligations shall be included in the calculation of Actual Net Asset Value. Severance obligations arising from the termination of Transferred Employees more than six (6) months after the Closing Date (or nine (9) months in the case of IT Transferred Employees) shall be the obligation of Purchaser. (5) The assumption of employee benefits of Transferred Employees, (including sick pay, personal days, pension and vacation pay); PROVIDED, HOWEVER, that the amount of accrued vacation pay as of the Effective Date shall be included in the calculation of the Actual Net Asset Value, and, for that purpose, the amount of such accrued vacation pay of Transferred Employees as of the Effective Date shall be fixed at $1,000,000. Except as otherwise expressly provided for herein, Purchaser shall not assume any other Liabilities of the Seller, including but not limited to any claims arising prior to the Filing Date or after the Closing or Date. Nothing contained in paragraph (2) above shall constitute an assumption of any particular liabilities of Seller. Rather, Purchaser is merely agreeing to pay a specified amount of Seller's Administrative Expenses and Priority Unsecured Claims, and no more. In the owning or holding event that the actual Administrative Expenses and Priority Unsecured Claims of Seller exceeds the amount of the Purchased Assets on or after maximum payment obligation of Purchaser set forth in paragraph (2) above, such claims and related liabilities shall be the Closing, to the extent such liabilities arise after the Closing sole and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the exclusive responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to Seller and Purchaser shall not be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if anyliable for payment of any such claims. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any Seller of whatever kind and every kind whatsoever, direct or indirectnature, known or unknown, absolute fixed or contingent (herein contingent, accrued or unaccrued, other than the Assumed Liabilities, are hereinafter referred to as “Excluded Liabilities”). All of the following "EXCLUDED LIABILITIES." Purchaser shall not assume or pay, perform, discharge or be “Excluded Liabilities” responsible for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateLiabilities.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Buyer shall assume on the Closing Date (or, in the case of Section 2.5(d), the Toledo Plant Closing Date, as applicable) and shall pay, perform and discharge when due the following obligations, liabilities and commitments of each Seller (collectively, the "Assumed Liabilities"): -20- <Page> (a) all obligations, liabilities and commitments of each Seller in respect of any and all Products shipped by Buyer or in respect of the operation of the Business at any time after the Closing Date except where such Products constituted finished products as of the Closing Date and such liabilities, obligations or commitments of Sellers constituted product liabilities or recall liabilities, unless (and to the extent that) the liabilities, obligations or commitments were caused by Buyer's negligence in the storage or transportation of such Products after the Closing or Buyer's failure after the Closing to employ quality control standards of at least the standards employed by Sellers prior to the Closing; (b) except as otherwise expressly provided in Section 7.12, all liabilities and obligations for manufacturer's coupons relating to Products, which coupons are received by the clearinghouse for reimbursement for all periods beginning sixty (60) days after the Closing Date, regardless of when such coupons were issued; (c) all obligations, liabilities and commitments of each Seller and its Affiliates to the extent accruing, in accordance with the terms thereof, after the Closing Date, under Purchase Orders; (d) all liabilities, obligations and commitments of each Seller and its Affiliates to the extent accruing, in accordance with the terms thereof, after the Closing Date, under the Assigned Contracts; and all liabilities, obligations and commitments of each Seller and its Affiliates to the extent accruing, in accordance with the terms thereof, after the Toledo Plant Closing Date, under the Toledo Plant Assigned Contracts; and all liabilities, obligations and commitments of each Seller and its Affiliates under the Dividable Contracts with respect to any portions thereof transferred to Buyer, to the extent accruing in accordance with the terms thereof, after the date of transfer to Buyer, under such portions, and all liabilities, obligations and commitments of each Seller and its Affiliates under the Toledo Plant Dividable Contracts with respect to any portions thereof transferred to Buyer, to the extent accruing in accordance with the terms thereof, after the date of transfer to Buyer, under such portions; (e) all liabilities and obligations for trade promotions arising from (i) trade promotion activities or events primarily related to the Business that are committed to after the Closing Date and occur at any time following the Closing Date or (ii) trade promotion activities or events primarily related to the Business that occur following the Closing Date and that were committed to before the Closing Date, except to the extent any such single activity or promotion was not disclosed, on SCHEDULE 2.5(e) or otherwise, to Buyer by Sellers and the liability and obligation per customer buying group related to such activity or promotion exceeds $100,000 unless such activity or promotion was committed to by Sellers in the ordinary course consistent with past practice; (f) all refund and replacement obligations relating to Products shipped prior to Closing and returned after the date that is thirty (30) days after the Closing Date and for retail unsaleables in all periods beginning thirty (30) days after the Closing Date; (g) all liabilities and obligations for customer deductions (which shall not include liabilities and obligations for coupons, trade promotions or refund and replacement obligations or retail unsaleables, which are addressed by paragraphs (b), (e) and (f) of this -21- <Page> Section 2.5) attributable to invoices with respect to Products shipped after the Closing Date; PROVIDED that, for those customer deductions relating to Products for which it cannot be specifically determined whether the sale was after the Closing Date, Sellers and Buyer shall assume be responsible for liabilities and obligations for such customer deductions in accordance with the following obligations and prorated percentages for the applicable time periods set forth in SCHEDULE 2.5(g); (h) all liabilities of the Seller Parties related for Taxes attributable to the Business, whether direct the Assets, any Other Business, the Special Inventory or indirect, known or unknown any Other Assets (except to the extent such obligations and liabilities constitute provided that Buyer shall not assume liability for any Excluded Liabilities): Taxes); (i) the liabilities arising out all liabilities, obligations and commitments of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred each Seller for Inventory ordered by the Business subsequent to the Balance Sheet date each Seller in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising business prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating Date and delivered to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior Buyer after the Closing Date; (xi) other than as set forth , PROVIDED that such Inventory has not been included in Section 6.2, the Closing Inventory Statement or the Conversion Date Inventory Statement and been given effect in any of adjustment to the liabilities Purchase Price or credit under the pension, profit sharing, welfare Co-Pack Agreement under Section 2.9 or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates resulted in a Conversion Date Payment pursuant to Section 2.10; and (including, without limitation, all Employee Plansj) liabilities for vacation and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating paid time off for Business Employees employed by Buyer to the WARN Act and any similar state statutes and Laws, or (y) relating extent accrued by Sellers to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; hire by Buyer (xiii"Accrued Paid Time Off"), PROVIDED that Buyer is reimbursed or credited by Sellers pursuant to Section 5.8(c) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for such Accrued Paid Time Off. Without limiting any employee or independent contractor (and their dependents) with respect rights provided to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnifyBuyer in Article 9, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or Buyer's obligations under this Section 2.5 shall not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party document delivered in connection herewith or any Affiliate of the Seller Parties and the FCC, right or any fines alleged right to indemnification hereunder arising from such actual or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Datealleged breach.

Assumption of Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, at and as of the ClosingEffective Time, the Buyer Purchaser shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated agree to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of satisfy when due only the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate Liabilities under any of the Assigned Contracts, other than Cure Payments for which Seller is responsible as provided in this Agreement, which are assigned to the Business or the Purchased Assets; Purchaser hereunder, (ii) the Assumed Operating Liabilities, (iii) obligations to honor tickets for future cruises on the Vessels which have been issued in accordance with the provisions of SECTION 5.1(K) and (iv) as partial consideration for the American Queen Assets, all liabilities arising out Liabilities related to the outstanding Title XI Debt (collectively, the "ASSUMED LIABILITIES"). Purchaser's assumption of the operation Title XI Debt shall be on terms to be negotiated between Purchaser and MARAD. Sellers shall be solely responsible for the payment of any Cure Payments due under the Assigned Contracts up to an aggregate amount of $50,000. The estimated Cure Payments due under the Assigned Contracts are set forth on SCHEDULE 5.1(H) (the "TARGETED CURE PAYMENTS"). Notwithstanding the foregoing, in the event Purchaser elects to include any of Sellers' pension plans, the Oracle Contract, the Union Contract or any credit card contracts among the Assigned Contracts, Purchaser shall be solely responsible for all Cure Payments relating thereto. In the event that (A) on or before May 17, 2002, Sellers or Purchaser discover any Contract which Purchaser desires to have assigned to it and which should have been, but was not, listed on SCHEDULE 5.1(H) (an "Omitted Contract") or (B) any Targeted Cure Payments reflected on SCHEDULE 5.1(H) are less than the actual Cure Payments for any such Contract, then Purchaser shall provide prompt written notice thereof to Sellers with a request that Sellers make any or all Excess Cure Payments in respect thereof. Seller may in its sole discretion elect to make all or any portion of the Station before Excess Cure Payments. In the event Sellers elect not to make all or any portion of such Excess Cure Payments, Sellers shall provide written notice thereof to Purchaser, and Purchaser may elect to either (x) pay the Excess Cure Payments, in which case, the affected Contract shall be assigned to and assumed by Purchaser, (y) remove such Contract from SCHEDULE 2.3 and not assume such Contract at Closing, or (z) terminate this Agreement pursuant to SECTION 10.1(I); PROVIDED, HOWEVER, if Purchaser fails to exercise such removal or termination right within the earlier to occur of (A) five (5) business days of Purchaser's receipt of Sellers' notice regarding its election not to pay the Excess Cure Payments, or (B) the Closing, Purchaser shall be deemed to have waived its removal or termination rights under this SECTION 2.3, as to that or those Contracts identified in Purchaser's notice to Sellers, except as provided in the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities next succeeding sentence. Subject to the extent arising from or related preceding sentence and Purchaser's right to elect to assume any Proceedings against Omitted Contract, attached hereto as SCHEDULE 2.3 is a written list of all Contracts to be designated as Assigned Contracts which list shall be final and binding upon Purchaser and Sellers. Notwithstanding any other provision of this Agreement, Sellers' obligations to pay Cure Payments shall not exceed $50,000 in the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Dateaggregate.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume the following The only obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or in connection with its Affiliates pursuant acquisition of the Transferred Assets (the "Assumed Liabilities") are (i) the obligations specified under the executory contracts and work orders listed on Schedule 1.05 (the "Assigned Contracts") (provided such contracts and work orders are assigned to Section 6.2 hereofthe Buyer in writing by the Seller and the other parties thereto, if any. All necessary, and provided such contracts and assignments are delivered on or prior to the Closing Date), other than obligations (A) arising thereunder as a result of any breach of or default under any such contract by the Seller prior to the Closing, or as to any continuing obligations of the foregoing in this Section 2.3(aSeller, after the Closing or (B) incurred on account of the operation of the Business by the Seller prior to be assumed the Closing Date; (ii) obligations for performance by the Buyer hereunder are referred that arise after the Closing Date under the Transferred Licenses, other than obligations (A) arising thereunder as a result of any breach of or default by the Seller prior to herein the Closing, or as to any continuing obligations of the “Assumed Liabilities.” Seller, after the Closing or (bB) incurred on account of the operation of the Business by the Seller prior to the Closing Date; (iii) accounts payable of the Seller (in an aggregate amount not to exceed $7,000) incurred in the ordinary course of business and which relate to inventories and supplies being transferred to the Buyer hereunder; and (iv) those liabilities and obligations of the Buyer arising out of its operation or ownership of the Transferred Assets after the Closing Date. Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, responsible for any liabilities or otherwise discharge any liability or obligation obligations of the Seller Parties or their AffiliatesSeller, including any which relate in any manner to the operation of the Business prior to the Closing, and the Seller Parties shall indemnify, defend, and hold the Buyer (and its Affiliates and their Affiliatesrespective officers, as applicable, shall solely retain, pay, perform, defend directors and discharge (without recourse to Buyeremployees) harmless from all of their such obligations and liabilities in accordance with and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”)the extent provided in Article VIII hereof. All In furtherance of the following shall be “Excluded Liabilities” for purposes of this Agreementforegoing, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before at the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by Seller and the Buyer under Section 2.3(ashall enter into one or more Assignment and Assumption Agreements in substantially the form attached hereto as Exhibit C --------- (the "Assignment and Assumption Agreement")); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

Assumption of Liabilities. (a) Upon At the Closing, on the terms and subject to the conditions of set forth in this Agreement, Purchaser shall (or shall cause its designated Subsidiaries to) assume, effective as of the Closing, the Buyer shall assume following liabilities (collectively, the following obligations “Assumed Liabilities”) and no other liabilities, the assumption of such liabilities to be effective as of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):Effective Time: (ia) the liabilities arising Liabilities that arise out of the ownership or relating to use by Purchaser and its Subsidiaries of, or the exercise by Purchaser and its Subsidiaries of rights under, the Purchased Assets or the operation of the Station on or Business by Purchaser and its Subsidiaries (and that relate to periods) after the Closing Effective Time (other than Liabilities that arise out of the use by Seller or any of its Subsidiaries of, or the owning exercise by Seller or holding any of its Subsidiaries of rights under, the Intellectual Property Rights or Technology licensed to Seller pursuant to the Intellectual Property License Agreements) (but including, for the avoidance of doubt, Liabilities that arise out of a continuation or recurrence of the facts or circumstances giving rise to the matters set forth in Schedule 2.9 to the extent (but only to the extent), if any, that such facts and circumstances continue or recur (and relate to periods) after the Effective Time and arise out of the ownership or use by Purchaser and its Subsidiaries of, or the exercise by Purchaser and its Subsidiaries or rights under, the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable Business by Purchaser and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closingits Subsidiaries); (vb) all liabilities Liabilities for Taxes that are severance (if any) payable to any Continuing Employee in the responsibility event of termination of such Continuing Employee’s employment with Purchaser and its Subsidiaries after the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect Effective Time, but only to the Transferred Employees following extent and subject in each case to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: limitations: (i) all liabilities that do not primarily relate if termination occurs more than thirty six (36) months after the Effective Time, Purchaser shall bear and be liable and responsible for the full amount of such severance (if any) payable to the Business or the Purchased Assets; such Continuing Employee, and (ii) all liabilities arising out if termination occurs after the Effective Time and not more than thirty six (36) months after the Effective Time, Purchaser shall bear and be liable and responsible only for the portion of such severance amount that is calculated and payable based on the operation duration of such Continuing Employee’s post-Closing service to Purchaser and its Subsidiaries and shall not bear or be liable or responsible for the Station before portion of such severance that is calculated or payable based on any period of pre-Closing service, such amounts to be calculated and paid, in each case, in accordance with the Closing, or the owning or holding provisions of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)5.7(g); (iiic) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or other Liabilities in respect of any Environmental Law arising from or related to any actionthe Continuing Employees for events occurring, eventand for employment periods, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date Effective Time (it being understood and agreed, for the avoidance of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) doubt, that with respect to any group health plan severance liabilities, in the event of any conflict between the provisions of this Section 1.3(c) and Section 1.3(b), the Seller Parties or their Affiliates; (xivprovisions of Section 1.3(b) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnifyshall govern, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such partycontrol and prevail); (xviid) all Liabilities for Taxes for which Purchaser is liable pursuant to Section 5.6; (e) Liabilities under the Assigned Contracts and the leases and subleases underlying the Assigned Leasehold and Subleasehold Interests that arise (and that relate to periods) after the Effective Time (it being understood and agreed, for the avoidance of doubt, that Purchaser assumes no Liability for breaches, defaults or nonperformance under any Assigned Contract or any lease or sublease underlying any of the Assigned Leasehold and Subleasehold Interests occurring prior to the Effective Time); provided, however that with respect to those premises that are occupied both by employees of Purchaser and by employees of Seller Parties' and (or their Affiliates liabilities or obligations respective Subsidiaries), such Liabilities shall be limited as provided under this the applicable Real Property Transfer Agreement or the Ancillary applicable provisions of the Transition Services Agreement or related statement of work; (f) Liabilities that arise out of the use by Purchaser or any of its Affiliates or any of its or their sublicensees of, or the exercise by Purchaser or any of its Affiliates or any of its or their sublicensees of rights under, the Intellectual Property Rights or Technology licensed to Purchaser pursuant to the Intellectual Property License Agreements; and (xviiig) all liabilities Liabilities in respect of any Action or obligations under any Contract between any Seller Party Proceeding or any Affiliate of claim to the Seller Parties and the FCCextent arising out of, relating to, or any fines otherwise in respect of Purchaser’s or sanctions imposed by the FCC resulting from the its Subsidiaries’ operation of the Station prior to Business or ownership of the Closing DatePurchased Assets after the Effective Time.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of Pxxxxxxxx agrees, effective at the Closing, to assume and to satisfy and discharge when due the Buyer shall assume Liabilities of Seller (other than the following obligations Retained Liabilities), specifically set forth below (all of such Liabilities and liabilities of other than the Seller Parties related Retained Liabilities being herein collectively referred to as the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded “Assumed Liabilities”): (i) all Liabilities arising from the liabilities arising out Exploitation of or any Products after the Closing Date, including Liabilities for returns, rebates and chargebacks related to any of the Products shipped after the Closing Date; (ii) all Liabilities for Taxes relating to the operation of the Station on or after the Closing Purchased Assets or the owning or holding of Products with respect to a Post-Closing Tax Period, including those allocated in accordance with Section 11.8(b); (iii) all Liabilities for materials and services relating to the Purchased Assets on contracted for in the ordinary course of business prior to the Closing pursuant to an Assumed Contract, but scheduled to be delivered or after the provided thereafter, and all Liabilities to customers under purchase orders for Products that have not yet been shipped at Closing, in each case to the extent such liabilities arise after the Closing and do not relate related to the operation any breach of the Station or the owning or holding of the Purchased Assets Seller occurring prior to the Closing; (iiiv) all liabilities recorded on the Balance Sheet; (iii) all liabilities Liabilities under Assumed Contracts (including accounts payable and accrued expenses) incurred by the Business subsequent Liabilities to the Balance Sheet date customers under purchase orders made in the ordinary course of the Business sale and marketing of the Products consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent practice for any Product that such liabilities were required by the terms thereof to be discharged has not been shipped prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect relating to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the period following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding Date, other than any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities Liabilities to the extent arising from out of, or related to resulting from, a breach of any Proceedings against the such Assumed Contract by Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ixv) all liabilities (x) Liabilities arising out of any Contract that is not an Assumed Contract or (y) relating to any breachproduct liability, default breach of warranty or non-performance prior similar claim for injury to Closing by any Person or property that resulted from the use or misuse of the Seller Parties Products on or their Affiliates under after the Closing Date or otherwise relates to the Products sold (including any Assumed ContractProceeding relating to any such Liabilities) on or after the Closing Date, which, in the case of any split lots of Product, shall be determined based on the percentage of any such lot sold on or after the Closing Date; (xvi) all liabilities of other Liabilities relating to the Business pursuant to, underPurchased Assets or the Products, or in respect of Purchaser’s use thereof, solely to the extent that such are not Retained Liabilities, including to any Environmental Law Governmental Authority, and all fees arising from or related to any actionProduct Registrations and Intellectual Property included in the Purchased Assets, event, circumstance but only to the extent not related to or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets arising out of any such agreementact, plan omission or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating event occurring prior to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary AgreementsClosing; and (xviiivii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of Liabilities for branded prescription drug fees allocable to the Seller Parties period on and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to after the Closing Date.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, as of at the ClosingApplicable Closing Date, the Buyer shall assume assume, pay, perform and discharge in due course the following obligations and liabilities of Liabilities (the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded “Assumed Liabilities”): (i) the liabilities arising out of or all Liabilities relating to the operation of the Station on or after the Closing or the owning or holding of the Applicable Purchased Assets on (other than Liabilities caused or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets incurred by Seller prior to the ClosingApplicable Closing Date); (ii) all liabilities recorded on Liabilities of Seller and its affiliates incurred after the Balance SheetApplicable Closing Date (other than Liabilities arising from events occurring prior to the Applicable Closing Date), arising with respect to events occurring after the Applicable Closing Date, under all SBG Contracts, other than Holdback Assets in existence as of such Applicable Closing Date, and real and personal property Leases included in the Purchased Assets; (iii) all liabilities Liabilities with respect to Buyer Employees for which Buyer is responsible pursuant to Section 6.4 hereof, and all Liabilities incurred after the Primary Closing Date (including accounts payable and accrued expenses) incurred by the Business subsequent other than Liabilities arising from events occurring prior to the Balance Sheet date in the ordinary course of the Business consistent Primary Closing Date), with past practicerespect to Buyer Employees; (iv) subject all Liabilities for Taxes with respect to Section 5.6the Purchased Assets for which Buyer is liable pursuant to Sections 2.5 and 2.6 hereof and all Liabilities with respect to any Tax that may be imposed by any Governmental Authority or Taxing Authority on the ownership, all liabilities sale, operation or use of the Seller Parties under Applicable Purchased Assets after the Assumed Contracts to be performed after, or in respect of periods following, the Applicable Closing (except Date to the extent that such liabilities were required by arising out of events occurring after the terms thereof to be discharged prior to the Closing)Applicable Closing Date; (v) all liabilities for Taxes Liabilities that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities its affiliates has assumed or agreed to indemnifypay for or be responsible for, reimburse or advance amounts will assume or agree to any present pay for or former officerbe responsible for, director, employee or agent of the Seller Parties or their Affiliates (including with respect pursuant to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviiivi) all liabilities or obligations under any Contract between any Seller Party or any Affiliate without limiting the generality of the Seller Parties and the FCCforegoing, or any fines or sanctions imposed by the FCC resulting from the operation all Liabilities arising out of the Station ownership (other than with respect to Liabilities caused or incurred by Seller prior to Closing), sale, operation, use or condition of the Applicable Purchased Assets after the Applicable Closing Date, including all Liabilities in respect of any Actions against Seller or its affiliates that arise out of the ownership (other than Liabilities arising from events occurring prior to the Applicable Closing Date), sale, operation, use or condition of the Applicable Purchased Assets after the Applicable Closing Date, except to the extent Buyer is expressly indemnified for such Liabilities pursuant to the terms of this Agreement. Notwithstanding the foregoing, the Assumed Liabilities shall not include any of the Retained Liabilities. (b) Buyer shall take, or cause to be taken, all actions reasonably necessary to cause the assumption on the Applicable Closing Date by Buyer of the Assumed Liabilities, including, without limitation, the execution and delivery at each such time of the applicable Assumption Agreement.

Assumption of Liabilities. 2.1 Liabilities Assumed by Assuming Bank. The Assuming Bank expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge all of the following liabilities of the Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (such liabilities referred to as "Liabilities Assumed"): (a) Upon Assumed Deposits, except those Deposits specifically listed on Schedule 2.1(a); provided, that as to any Deposits of public money which are Assumed Deposits, the terms and subject Assuming Bank agrees to properly secure such Deposits with such of the Assets as appropriate which, prior to Bank Closing, were pledged as security therefor by the Failed Bank, or with assets of the Assuming Bank, if such securing Assets, if any, are insufficient to properly secure such Deposits; (b) liabilities for indebtedness secured by mortgages, deeds of trust, chattel mortgages, security interests or other liens on or affecting any Assets, if any; provided, that the assumption of any liability pursuant to this paragraph shall be limited to the conditions of this Agreement, as market value of the Assets securing such liability as determined by the Receiver; (c) borrowings from Federal Reserve Banks and Federal Home Loan Banks, if any, provided, that the assumption of any liability pursuant to this paragraph shall be limited to the market value of the assets securing such liability as determined by the Receiver; and overdrafts, debit balances, service charges, reclamations, and adjustments to accounts with the Federal Reserve Banks as reflected on the books and records of any such Federal Reserve Bank within ninety (90) days after Bank Closing, if any; (d) ad valorem taxes applicable to any Asset, if any; provided, that the Buyer assumption of any ad valorem taxes pursuant to this paragraph shall assume be limited to an amount equal to the following obligations and liabilities market value of the Seller Parties related Asset to which such taxes apply as determined by the Receiver; (e) liabilities, if any, for federal funds purchased, repurchase agreements and overdrafts in accounts maintained with other depository institutions (including any accrued and unpaid interest thereon computed to and including Bank Closing); provided, that the assumption of any liability pursuant to this paragraph shall be limited to the Businessmarket value of the Assets securing such liability as determined by the Receiver; (f) United States Treasury tax and loan note option accounts, whether direct if any; (g) liabilities for any acceptance or indirectcommercial letter of credit (other than "standby letters of credit" as defined in 12 C.F.R. Section 337.2(a)); provided, known or unknown (except that the assumption of any liability pursuant to this paragraph shall be limited to the extent market value of the Assets securing such liability as determined by the Receiver; (h) duties and obligations and liabilities constitute Excluded Liabilities):assumed pursuant to this Agreement including without limitation those relating to the Failed Bank's credit card business, overdraft protection plans, safe deposit business, safekeeping business or trust business, if any; (i) liabilities, if any, for Commitments; (j) liabilities, if any, for amounts owed to any Subsidiary of the liabilities arising out of Failed Bank acquired under Section 3.1; (k) liabilities, if any, with respect to Qualified Financial Contracts; (l) duties and obligations under any contract pursuant to which the Failed Bank provides mortgage servicing for others, or relating mortgage servicing is provided to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the ClosingFailed Bank by others; and (m) all asset-related offensive litigation liabilities and all asset-related defensive litigation liabilities, but only to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) assets subject to Section 5.6a loss share agreement, and provided that all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities other defensive litigation and any class actions with respect to the Transferred Employees to be assumed credit card business are retained by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if anyReceiver. All Schedule 2.1 attached hereto and incorporated herein sets forth certain categories of Liabilities Assumed and the aggregate Book Value of the foregoing Liabilities Assumed in this Section 2.3(a) to be assumed by such categories. Such schedule is based upon the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything best information available to the contrary Receiver and may be adjusted as provided in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateArticle VIII.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as As of the ClosingEffective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the Buyer shall assume the following obligations and liabilities Liabilities of the Seller Parties related to City (collectively, the Business, whether direct or indirect, known or unknown (except to “Assumed Liabilities”): All Liabilities arising under any Assumed Contracts and the extent such obligations Real Property Leases from and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the ClosingEffective Time, to the extent such liabilities arise after Liabilities relate solely to SEARHC’s use or ownership of the Closing Assumed Contracts and do not relate to the Real Property Leases and operation of the Station Business after the Effective Time; All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or the owning or holding ownership of the Purchased Acquired Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course operation of the Business consistent with past practice; and SEARHC’s use of such Licenses; and Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (ivthus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to Section 5.6, all liabilities a maximum of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following80 hours for each such Transferred Employee (collectively, the Closing (except “Accrued PTO”) to the extent that such liabilities were required by the terms thereof to be discharged prior to City deposits the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect amount payable to the Transferred Employees to be assumed by for such Accrued PTO on the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All Closing Date in an account of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as SEARHC (the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded LiabilitiesPTO Funding”). All of ; provided, that the following City shall be “Excluded Liabilities” remain responsible for purposes of this Agreementany Liability arising under Law, and notwithstanding anything policy or contract to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: pay (i) all liabilities that do not primarily relate to any Transferred Employee the Business value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or the Purchased Assets; (ii) all liabilities arising out any other employee of the operation of the Station before the Closing, City or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws Hospital for any employee or independent contractor (and their dependents) with respect to any group health plan form of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Dateaccrued unused paid time off.

Assumption of Liabilities. As of the Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”): (a) Upon All Liabilities arising under any Assumed Contracts and the terms Real Property Leases from and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the ClosingEffective Time, to the extent such liabilities arise after Liabilities relate solely to SEARHC’s use or ownership of the Closing Assumed Contracts and do not relate to the Real Property Leases and operation of the Station or Business after the owning or holding of the Purchased Assets prior to the ClosingEffective Time; (iib) all liabilities recorded on All Liabilities arising under any Licenses from and after the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6Effective Time, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof Liabilities relate solely to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility SEARHC’s use or ownership of the Buyer or its Affiliates pursuant to Section 6.1 hereofAcquired Assets and operation of the Business; and (vic) all liabilities with respect Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees to be assumed by for such Accrued PTO on the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All Closing Date in an account of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as SEARHC (the “Assumed Liabilities.PTO Funding” (b) Except ); provided, that the City shall remain responsible for the Assumed Liabilitiesany Liability arising under Law, the Buyer shall not assume policy or be obligated contract to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to any Transferred Employee the Business value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or the Purchased Assets; (ii) all liabilities arising out any other employee of the operation of the Station before the Closing, City or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws Hospital for any employee or independent contractor (and their dependents) with respect to any group health plan form of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Dateaccrued unused paid time off.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of set forth in this Agreement, as of at the Closing, the Buyer shall assume the following obligations assume, pay, perform and liabilities discharge in due course all Liabilities of the Seller Parties related Sellers relating to the Industrial Power Transmission Assets and the Industrial Power Transmission Business, whether direct or indirectnot accruing, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station events or occurrences happening before, on or after the Closing Date (the "ASSUMED LIABILITIES"), other than the Retained Liabilities, including, without limitation, the following: (a) all accounts payable relating to the Industrial Power Transmission Business; (b) all Liabilities with respect to the performance of all Industrial Power Transmission Contracts and under all Permits constituting Industrial Power Transmission Assets under this Agreement; (c) all Liabilities arising out of, relating to or in connection with any environmental matters, including without limitation any Liabilities under any Environmental, Occupational Safety and Health Laws, applicable to or involving the Facilities, the Industrial Power Transmission Business or the owning Industrial Power Transmission Assets; (d) all (i) Liabilities under any retention or holding of the Purchased Assets "stay-bonus" agreements or arrangements in existence on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the ClosingClosing Date with respect to Transferred Employees, which are set forth on SCHEDULE 2.2(d)(i), the amount of which is $275,000, (ii) Liabilities for severance with respect to any Transferred Employee, including, but not limited to, those Liabilities set forth on SCHEDULE 2.2(d)(ii), (iii) Liabilities for incentive bonuses and vacation pay accrued through the Closing Date with respect to any Transferred Employees and (iv) Liabilities for deferred compensation related to the individual set forth on SCHEDULE 2.2(d)(iv), the amount of which is $150,000; (iie) all liabilities recorded on the Balance Sheet; (iii) products Liabilities, including without limitation all liabilities product warranty or guaranty Liabilities and Liabilities for product recall or replacement, with respect to any product manufactured, sold or distributed (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the ClosingClosing Date) by or on behalf of the Industrial Power Transmission Business (whether or not any Claim therefor shall have been made or be pending as of the Closing Date); (vf) all liabilities Liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 capital expenditures set forth on SCHEDULE 2.2(f) hereof; and (vig) all liabilities Liabilities arising out of, relating to or in connection with respect to any pending or threatened Action involving the Transferred Employees Industrial Power Transmission Business or the Industrial Power Transmission Assets. Buyer shall take, or cause to be assumed taken, all actions necessary within Buyer's control to cause the assumption on the Closing Date by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, including without limitation the execution and delivery at the Closing of the Assumption Agreement. The assumption by Buyer of the Assumed Liabilities shall not assume or be obligated to pay, perform, or otherwise discharge enlarge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations rights of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (person. Nothing herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the prevent Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by contesting any of the Seller Parties or their Affiliates under Assumed Liabilities with any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Datethird party obligee.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of Pxxxxxxxx agrees, effective at the Closing, to assume and to satisfy and discharge when due the Buyer shall assume Liabilities of Seller (other than the following obligations Retained Liabilities), specifically set forth below (all of such Liabilities and liabilities of other than the Seller Parties related Retained Liabilities being herein collectively referred to as the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded “Assumed Liabilities”): (i) all Liabilities arising from the liabilities arising out Exploitation of or any Product after the Closing Date, including Liabilities for returns, rebates and chargebacks related to any of the Product shipped after the Closing Date; (ii) all Liabilities for Taxes relating to the operation of the Station on or after the Closing Purchased Assets or the owning or holding of Product with respect to a Post-Closing Tax Period, including those allocated in accordance with Section 11.8(b); (iii) all Liabilities for materials and services relating to the Purchased Assets on contracted for in the ordinary course of business prior to the Closing pursuant to an Assumed Contract, but scheduled to be delivered or after the provided thereafter, and all Liabilities to customers under purchase orders for Product that have not yet been shipped at Closing, in each case to the extent such liabilities arise after the Closing and do not relate related to the operation any breach of the Station or the owning or holding of the Purchased Assets Seller occurring prior to the Closing; (iiiv) all liabilities recorded on the Balance Sheet; (iii) all liabilities Liabilities under Assumed Contracts (including accounts payable and accrued expenses) incurred by the Business subsequent Liabilities to the Balance Sheet date customers under purchase orders made in the ordinary course of the Business sale and marketing of the Product consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent practice for any Product that such liabilities were required by the terms thereof to be discharged has not been shipped prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect relating to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the period following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding Date, other than any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities Liabilities to the extent arising from out of, or related to resulting from, a breach of any Proceedings against the such Assumed Contract by Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ixv) all liabilities (x) Liabilities arising out of any Contract that is not an Assumed Contract or (y) relating to any breachproduct liability, default breach of warranty or non-performance prior similar claim for injury to Closing by any Person or property that resulted from the use or misuse of the Seller Parties Product on or their Affiliates under after the Closing Date or otherwise relates to the Product sold (including any Assumed Contract;Proceeding relating to any such Liabilities) on or after the Closing Date, which, in the case of any split lots of Product, shall be determined based on the percentage of any such lot sold on or after the Closing Date; and (xvi) all liabilities of other Liabilities relating to the Business pursuant to, underPurchased Assets or the Product, or in respect of Purchaser’s use thereof, solely to the extent that such are not Retained Liabilities, including to any Environmental Law Governmental Authority, and all fees arising from or related to any actionIntellectual Property included in the Purchased Assets, event, circumstance but only to the extent not related to or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets arising out of any such agreementact, plan omission or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station event occurring prior to the Closing DateClosing.

Assumption of Liabilities. (a) Upon the terms and subject Subject to the conditions of this Agreementdescribed herein, as of at the Closing, the Buyer shall assume and agree to perform, pay or discharge, when due, to the extent not theretofore performed, paid or discharged, the following obligations of NSC existing on the Closing Date and liabilities only such obligations (collectively, the "Assumed Liabilities"): (a) All of NSC's trade accounts payable and accrued liabilities, in each case that are included on Final Purchased Balance Sheet required to be reflected therein in accordance with US GAAP in the Seller Parties related to the Businessamounts shown thereon, whether direct or indirect, known or unknown (except to the extent that such obligations and liabilities constitute Excluded Liabilities):are not different in nature or materially different in amount from those incurred in the ordinary course in accordance with past practice; (ib) All of NSC's orders to NSC's customers in the liabilities ordinary course of business outstanding as of the Closing Date reflected on NSC's books (other than any liability arising out of or relating to the operation of the Station on a breach or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets nonperformance thereof by NSC prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the ClosingDate); (vc) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to NSC's checks outstanding on the Closing Date; (ixd) all All of NSC's liabilities expressly set forth in the terms of the Contracts assumed by Buyer (x) other than any liability under any such Contract, offer or solicitation arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, a breach or (y) relating to the termination nonperformance thereof by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station NSC prior to the Closing Date); (e) Unpaid bonuses and vacation time to the extent accrued and included on the Final Purchased Balance Sheet; (f) NSC's liabilities made in the ordinary course for product warranty arising from express warranties for products shipped or distributed by, or any services provided by NSC; in any event Buyer's financial liability for such express warranty claims shall not exceed $5,000 per claim and shall not include incidental and consequential damages, although Buyer agrees to perform any valid warranty work in accordance with Buyer's usual practices even if in excess of $5,000 per claim, subject to reimbursement by NSC to the extent of the amount in excess of $5,000 per claim; and (g) Any and all Liabilities included in the Final Purchased Balance Sheet in the amount shown thereon.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of contained in this Agreement, at the Closing, Buyer or one of its Subsidiaries shall assume the following, and only the following, Liabilities of Seller (individually, an “Assumed Liability” and collectively, the “Assumed Liabilities”): (a) the trade accounts payable and accrued liabilities of Seller (other than intercompany accounts payable and accrued liabilities between or among any Seller Parties or the Affiniti Companies or accrued liabilities in respect of any present or former employees of any Seller Party, provided that the Accrued Employee Vacation Pay shall be so assumed hereunder) specifically set forth on the Closing Net Asset Value Statement, solely to the extent relating to the Business and incurred in the ordinary course of business as of the ClosingClosing Date, and in an amount not to exceed the Buyer shall assume amount set forth for such Liabilities on the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):Closing Net Asset Value Statement; (ib) the liabilities all Liabilities accruing, arising out of of, or relating to the operation of the Station on events or occurrences happening from and after the Closing under the Assumed Contracts and the Lease set forth on Schedule 2.2(b), but not including any Liability for any Default under any such Assumed Contract or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets Lease occurring prior to the Closing; (iic) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent Liabilities to the Balance Sheet date in extent accruing, arising out of, or relating to events or occurrences happening from and after the ordinary course Closing insofar as they relate to the ownership or operation of the Business consistent with past practice; (iv) subject to Section 5.6or the ownership, all liabilities use or operation of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to Assets from and after the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vid) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereofLiabilities for Taxes, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilitiesother than Income Taxes, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate relating to the Business for the periods or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before portions thereof from and after the Closing Date (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than for certain Transfer Taxes as set forth provided in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party2.7 below); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

Assumption of Liabilities. (a) Upon Except as provided herein, Buyers shall not assume, in connection with the transactions contemplated hereby, any liability or obligation of Sellers whatsoever, and Sellers shall retain responsibility for all liabilities and obligations accrued on or prior to the Closing Date and all liabilities and obligations arising from the Sellers’ operations on or prior to the Closing Date, whether or not accrued and whether or not disclosed. As the sole exceptions to the foregoing, but in any case subject to the limitations contained in Section 2.4, upon the terms and subject to the conditions of this AgreementAgreement and in reliance upon the representations, warranties and agreements herein set forth, US Buyer agrees to assume from Waterbury and Canadian Buyer agrees to assume from Air Guard Canada at Closing, and each agrees to thereafter perform and discharge, only the Liabilities identified specifically below (collectively, the “Assumed Liabilities”): (a) all liabilities and obligations of Sellers included in the Final Net Actual Working Capital, including all accounts payable and other current liabilities, but excluding (i) any liabilities or obligations of a Seller to an Affiliate and (ii) trade and accounts payable for raw materials used exclusively in finished goods manufactured for FMC or Spectrum Brands (a/k/a United Industries) and excluding that portion of the trade and accounts payable for raw materials used for finished goods manufactured for FMC or Spectrum Brands (a/k/a United Industries) and for other finished goods allocated based on the finished goods inventory for FMC and Spectrum Brands (a/k/a United Industries) as of the Closing, the Buyer shall assume the following obligations and liabilities Closing Date as a ratio of the Seller Parties related to total finished goods inventory for the Business, whether direct or indirect, known or unknown Business as of the Closing Date; (except b) to the extent such obligations and liabilities constitute Excluded Liabilities): not covered by Section 2.3 but in each case to the extent but only to the extent accrued in or reserved for in the Final Actual Net Working Capital, (i) each Seller’s obligations with respect to the liabilities arising out replacement of or relating to the operation refund for damaged, defective or returned goods of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent Business sold by such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets Seller prior to the Closing; or (ii) Seller’s obligations under, pursuant to, or with respect to any marketing fund, sales rebates, volume discounts or similar obligations; (iic) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course obligations of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties Sellers under the each Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge Contract other than any liability or obligation resulting from, arising out of, relating to, in the nature of, or caused by (A) tort, infringement or violation of the Seller Parties Law occurring prior to or their Affiliatesarising from facts, and the Seller Parties and their Affiliatesevents, as applicableactions, shall solely retain, pay, perform, defend and discharge (without recourse or circumstances that occurred or failed to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything occur prior to the contrary in Section 2.3(a), none Closing Date; (B) any breach by the Sellers of the following shall be “such Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate Contract occurring prior to the Business or the Purchased Assets; Closing Date; (iiC) all liabilities arising out of the operation of the Station before the Closingany facts, events, actions, or the owning circumstances that occurred or holding of the Purchased Assets before failed to occur prior to the Closing Date which, with notice or passage of time, would result in or give rise to a default or breach by Buyers of such Assumed Contract; and (excluding D) any liability expressly assumed by the Buyer indemnification (or similar) obligation under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related and pursuant to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities Assumed Contracts to the extent arising from or related relating to any Proceedings against the Seller Parties facts, events, actions, or their Affiliates, the Business circumstances that occurred or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising failed to occur prior to the Closing Date; (ixd) all liabilities (x) arising out rent and other obligations of any Contract that is not an Assumed Contract or (y) relating Air Guard Canada under and pursuant to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior Canadian Lease due and payable after the Closing Date; ; provided that Canadian Buyer (xior any other Buyer) other than as set forth shall not assume any liability or obligation resulting from, arising out of, relating to, in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Lawsnature of, or caused by (yA) relating to the termination by the Seller Parties tort, infringement or their Affiliates violation of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates Law (including with respect any Environmental Law) occurring prior to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCCarising from facts, events, actions, or any fines circumstances that occurred or sanctions imposed by the FCC resulting from the operation of the Station failed to occur prior to the Closing Date; (B) any breach by the Sellers of the Canadian Lease occurring prior to the Closing Date; (C) any facts, events, actions, or circumstances that occurred or failed to occur prior to the Closing Date which, with notice or passage of time, would result in or give rise to a default or breach by Buyers of the Canadian Lease; and (D) any indemnification (or similar) obligation under and pursuant to the Canadian Lease to the extent arising from or relating to any facts, events, actions, or circumstances that occurred or failed to occur prior to the Closing Date; and (e) all obligations in any way related to the termination or cessation of employment of any or all of the Canadian Listed Employees, including without limitation such obligations arising out of such Canadian Listed Employees’ employment with Air Guard Canada (the “Listed Employee Obligations”).

Assumption of Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, at and as of the ClosingEffective Time, the Buyer Purchaser shall assume and agree to pay, perform, discharge and satisfy when due in accordance with their terms the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):: (i) all Liabilities to the liabilities extent arising out of, incurred in connection with or relating in any way to the ownership of the Transferred Assets on or following the Closing Date or the operation of the Business by the Purchaser on or following the Closing Date; (ii) Liabilities under any of the Designated Contracts accruing, or arising out of or relating to performance by the operation of the Station on or Purchaser thereunder, after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance SheetEffective Time; (iii) all liabilities (including accounts amounts which may be payable and accrued expenses) incurred by the Business subsequent according to the Balance Sheet date in the ordinary course Sale Order or other order of the Business consistent Bankruptcy Court entered pursuant to Sections 365(b) of the Bankruptcy Code to cure defaults in connection with past practicethe assumption and assignment of the Designated Contracts ("Cure Costs"); (iv) subject any Liabilities for unpaid salaries, severance benefits and any other accrued but unpaid benefits (including, but not limited to, accrued vacation) payable to Section 5.6, all liabilities of Eligible Employees who are hired by the Seller Parties under Purchaser at the Assumed Contracts Effective Time (other than retention bonuses and severance obligations relating to be performed afterkey employees approved by the Bankruptcy Court in the Bankruptcy Cases), or any other accruals, in respect of periods following, the Closing (except each case to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing)reflected in Closing Date Net Working Capital; (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect any post-Petition Date accounts payable to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing extent reflected in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded TaxesDate Net Working Capital; (vi) all liabilities Liabilities for Seller ExpensesTaxes to the extent reflected in the Closing Date Net Working Capital as determined pursuant to Section 2.6(c) below; (vii) all liabilities arising from or solely related to any noncompliance with any Law insured health care expenses incurred by Eligible Employees who are hired by the Seller Parties Purchaser at or their Affiliates;after the Effective Time that have been reported but not yet paid or for which claims have not been submitted as of the Closing Date ("IBNR Claims"); and (viii) all liabilities Liabilities incurred by the Purchaser arising under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for Eligible Employees who are not hired by the Purchaser at the Effective Time if and only if applicable regulations under COBRA would obligate the Purchaser to satisfy such Liabilities (notwithstanding that such Liabilities are otherwise Excluded Liabilities hereunder), to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of reflected in the Closing or based upon any actionDate Net Working Capital ("COBRA Liabilities"). (The Liabilities described in the foregoing clauses (i), event(ii), circumstance or condition arising prior to (iii), (iv), (v), (vi), (vii) and (viii) are collectively defined herein as the "Assumed Liabilities".) (b) From the date hereof through the Closing Date; , Sellers shall use commercially reasonable efforts to obtain settlements or stipulations (ix) all liabilities (x) arising out but without any obligation of Sellers to pay any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or material amount in respect of such settlements) with any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating party that objects to the WARN Act assumption and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates assignment of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties a Designated Contract or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Daterelated cure amount.

Assumption of Liabilities. (a) Upon At the Closing and effective as of the Effective Time, upon the terms and subject to the conditions of this Agreementcontained herein, as of the Closing, the Buyer shall assume all of the following obligations and liabilities Liabilities of Seller or Seller’s Affiliates to the Seller Parties extent related to the Business, whether direct Purchased Assets or indirect, known or unknown the Business (except to the extent such obligations and liabilities constitute Excluded “Assumed Liabilities”): (i) all Liabilities of Seller and its Affiliates arising under the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the ClosingAssumed Contracts, to the extent such liabilities arise relating to performance of the Assumed Contracts from and after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the ClosingEffective Time; (ii) all liabilities recorded on the Balance SheetLiabilities of Seller and its Affiliates in respect of Taxes for which Buyer is liable pursuant to Section 2.12; (iii) all liabilities (including accounts payable Liabilities of Seller and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or its Affiliates in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities Trade Programs for Taxes that are the responsibility of the which Buyer or its Affiliates is liable pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets2.9; (iv) all liabilities Liabilities of Seller and its Affiliates in respect of product returns, charge-backs, over, short and damage claims, fines and fees, product recalls and proration items for Indebtedness of the Seller Parties or their Affiliates;which Buyer is liable pursuant to Sections 2.8, 2.10 and 2.11; and (v) all liabilities for Excluded Taxes; (vi) all liabilities for Liabilities of Seller Expenses; (vii) all liabilities arising from or solely related and its Affiliates that are expressly allocated to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or Buyer in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and. (xviiib) Notwithstanding any provision in this Agreement to the contrary, (i) Buyer is assuming only the Assumed Liabilities and is not assuming any Excluded Liability, (ii) Buyer’s assumption of any Assumed Contract that is in the nature of a Collective Bargaining Agreement or employment agreement shall be subject to the limitations contained in Section 9.2, and (iii) with respect to the ConAgra Trademark License Agreement, Buyer shall assume all liabilities or duties and obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties Xxxxxx KGaA thereunder, including all duties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation obligations of the Station Xxxxxx KGaA thereunder relating to periods prior to the Effective Time, provided that, as between Buyer and Xxxxxx KGaA, Buyer shall be responsible for all Liabilities arising thereunder only to the extent such Liabilities relate to the periods from and after the Effective Time and, without limiting the generality of the foregoing, Buyer shall be responsible for royalties payable thereunder only to the extent such royalties relate to periods from and after the Effective Time and, with respect to payment of any royalties payable thereunder after the Closing Dateand that are the responsibility of Seller in accordance with the terms of this sentence, Seller shall cause the amount of such royalties to be paid to Buyer no later than ten (10) calendar days prior to the date on which such amount is due and payable to the licensor under the ConAgra Trademark License Agreement, and Buyer shall tender Seller’s portion of such royalties to the licensor on or prior to the date such amount is due and payable to the licensor and notify Seller when such payment has been made to the licensor. From and after the Effective Time, Seller shall remain liable for all Excluded Liabilities.

Assumption of Liabilities. (a) Upon On the terms and subject to the conditions set forth in this Agreement and the Sale Order, on the Closing Date, the Purchaser shall assume only the following Liabilities of this AgreementSellers (collectively, but in all cases excluding the Excluded Liabilities, the “Assumed Liabilities”): (a) any and all Liabilities of Sellers under each Assigned Contract; (b) the obligation to pay the amounts owed (and no other Liabilities) for goods or services received by Sellers in the Ordinary Course of Business in respect of any trade and vendor accounts payable arising prior to, on or after the Petition Date, including, without limitation, the critical trade and vendor payables listed on Schedule 2.3(b) (such critical payables, the “Critical Payables”); (c) any and all Liabilities arising under any Assumed Plan (to the extent transferable in accordance with the existing terms and conditions of the applicable Assumed Plan); (d) all outstanding obligations under the DIP Loan Documents, which shall be paid in full on the Closing; (e) all unpaid payables to Critical Payables or permitted under the Budget, as defined in the DIP Loan Agreement and not paid as of the Closing, ; (f) all Liabilities under the Buyer shall assume AARP Agreement and the following obligations and liabilities obligation to deliver a substitute letter of the Seller Parties related credit to the Business, whether direct or indirect, known or unknown (except AARP on the Closing Date to collaterally secure the extent Purchaser’s performance under such obligations and liabilities constitute Excluded Liabilities):Contract; (ig) the liabilities all Liabilities arising out of or relating to the operation conduct of the Station on Business or after the Closing or the owning or holding ownership of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ixh) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating amounts owing to any breach, default or non-performance prior to Closing HEARx West LLC by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant toSeller, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, the obligation to pay to HEARx West LLC any and all Employee Plans) amounts due from Sellers to HEARx West LLC, plus accrued interest thereon at the rate designated by HEARx West LLC, at the Closing under this Agreement to repay any and all loans made by HEARx West LLC to any assets of any such agreement, plan or arrangementSeller; (xiii) all liabilities the promissory notes issued by Sellers to certain companies which sold assets or businesses to Sellers prior to the Petition Date as listed on Schedule 2.3(i), (x) and Seller has informed Purchaser that certain of the promissory notes delivered by Seller Parties or their Affiliates under or relating which are listed on such Schedule 2.3(i) are related to the WARN Act and any similar state statutes and Laws, or (y) relating certain covenants not to the termination compete issued to Sellers by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transferpayees); (xiiij) all liabilities Liabilities arising under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates;Siemens Litigation; and (xivk) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as additional Liabilities set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party2.3(k); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

Assumption of Liabilities. (a) Upon On the terms and subject to the conditions of and limitations set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of the Closing, the Buyer and shall assume timely perform and discharge in accordance with their respective terms, the following obligations and liabilities Liabilities (without duplication) existing as of the Seller Parties related to Closing Date (collectively, the Business, whether direct or indirect, known or unknown “Assumed Liabilities”) and no others: (except to a) all Liabilities of Sellers under Leases and Contracts (other than Customer Orders which are provided for in Section 2.3(b)) arising after the extent such obligations and liabilities constitute Excluded Liabilities): Closing Date other than (i) with respect to any given Lease, Liabilities arising after the liabilities Applicable Lease Marketing Termination Date for such Lease and (ii) with respect to any given Contract, Liabilities arising out after such Contract is designated an Excluded Contract. (b) any obligation of Sellers to procure, provide or relating to the operation deliver Inventory or other finished goods, furniture or merchandise in respect of a Customer Order; (c) Cure Costs for Purchased Contracts, Designee Contracts, Purchased Leases and Designee Leases and any rent payment obligations in respect of October 2005 for any Stores that are not Excluded Stores as of the Station Closing Date, provided, however, that any such amount assumed pursuant to this Section 2.3(c) in excess of $8,274,900.00 in the aggregate shall increase, on a dollar-for-dollar basis, the amounts owed to Purchaser under the DIP Credit Agreement; (d) Liabilities of Sellers for court approved severance to any Retained Employee arising following the Closing Date not to exceed $1,700,000.00 in the aggregate; (e) Such customer service and warranty claims arising after the Closing Date with respect to merchandise and finished goods sold at Stores or other Locations on or after the Petition Date but prior to the Closing Date as Purchaser may elect in its sole discretion, and obligations to perform warranty repair or replacement arising after the owning Closing Date with respect to merchandise or holding of finished goods sold (other than in the Purchased Assets Store Closing Sales at the Store Closing Locations which shall not be assumed under the Agency Agreement or this Agreement) on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising Petition Date but prior to the Closing Date; (ixf) all liabilities Liability for the Operational Expenses identified in Section 2.5(e)(i); (xg) all obligations under the Transition Services Agreement; (h) all Liabilities arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any Purchaser’s ownership of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior Purchased Assets after the Closing Date; (xii) other than as set forth in Section 6.2, any all obligations of the liabilities Sellers owed to General Electric Capital Corporation under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary AgreementsDIP Credit Agreement; and (xviiij) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateTransfer Taxes.

Assumption of Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, at and as of the ClosingEffective Time, the Buyer Purchaser shall assume and agree to pay, perform, discharge and satisfy when due in accordance with their terms the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):: (i) Liabilities as of the liabilities Effective Time owing to Licensor related to the License, the current amount of which is $27,262.00; (ii) Liabilities under any of the Designated Contracts, or arising out of any Transferred Assets, accruing, arising out of or relating to the operation of the Station on or periods after the Closing or the owning or holding Effective Time (other than Liabilities resulting from breaches of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets Designated Contracts by Seller prior to the Closing; (ii) all liabilities recorded on the Balance SheetEffective Time); (iii) all Liabilities 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 & Sxxxx (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 “Excess Amount”. In the event the Purchaser disputes the Excess Amount of any such Person, such Person shall have the right to (including accounts payable 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 accrued expensesM.X. Xxxxxx Associates LLC who shall jointly determine the propriety of the 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) incurred by Liabilities as of the Business subsequent Petition Date to Jam’n Logistics as described on Schedule 2.3(a)(iv) but only to the Balance Sheet date 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 ordinary course of the Business consistent business with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing);Inventory; and (v) all liabilities for Taxes that are commissions, royalties, override payments and shipping costs incurred in connection with the responsibility sale of Inventory generating the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if anyInventory Receivables. All of The Liabilities described in the foregoing in this Section 2.3(aclauses (i), (ii), (iii), (iv) to be assumed by the Buyer hereunder and (v) are referred to collectively defined herein as the “Assumed Liabilities”.” (b) Except for From the Assumed Liabilitiesdate hereof through the Closing Date, the Buyer Seller shall not assume use commercially reasonable efforts to obtain settlements or be obligated to pay, perform, or otherwise discharge stipulations (but without any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyerpay any amount in respect of such settlements) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities B & S to the extent arising from or related it objects to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as assumption and assignment of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties License or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Daterelated cure amount.

Assumption of Liabilities. Upon the Closing, Buyer shall assume and agree to pay, honor and discharge, in a timely manner in accordance with the terms thereof, only the following liabilities of the Sellers (the "Assumed Liabilities"): (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities and obligations of any Seller arising out of or relating to the operation of the Station on or after the Closing Date under the Assigned Contracts, the Assigned Real Property Leases and the Assigned Non-Property Leases; provided that Buyer shall not assume any liability or the owning obligation that constitutes a breach of a representation or holding of the Purchased Assets on warranty contained herein or after the Closing, that is due to the extent such liabilities arise after the Closing and do not relate to the operation of the Station any breach or the owning or holding of the Purchased Assets prior to the Closingdefault by any Seller; (iib) subject to Section 2.4(a), all liabilities recorded on Current Liabilities of the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) Sellers incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except business to the extent that such liabilities were required by the terms thereof to be discharged prior related to the ClosingPurchased Divisions, Purchased Assets or the Affected Employees and to the extent reflected on the Closing Balance Sheet (other than liabilities and obligations related to Taxes (except for accrued sales and use taxes and accrued real property taxes reflected on the Closing Balance Sheet, which are Assumed Liabilities), costs of the transactions contemplated by this Agreement, environmental claims, any liabilities relating to employees who are non-Affected Employees or severance expenses); (vc) all liabilities for Taxes that are and obligations arising under or in connection with the responsibility of Pension Plan and the Buyer or its Affiliates pursuant to Section 6.1 hereofRetiree Health Plans; and (vid) all liabilities with respect and obligations arising under any Environmental Law relating to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereofFacilities located in Peoria, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed LiabilitiesIllinois, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) including all of their such liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of or in connection with the operation use, storage, handling, treatment, processing, intra-Facility disposal, generation or intra-Facility transportation, Release and/or threatened Release of the Station before the Closingany Hazardous Materials at such location and/or migration of any Hazardous Materials to or from such location (collectively "On-Site Peoria Conditions"), or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) provided, however, that all liabilities and obligations arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to under any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities Environmental Laws relating to the extent arising from disposal, transportation, Release or related to threatened Release of any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon Hazardous Materials at any action, event, circumstance or condition arising off-site location prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any Date shall be the sole liability and responsibility of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateSellers.

Assumption of Liabilities. The Purchaser agrees that as of the close of business on the Closing Date, subject to the terms and conditions of this Agreement and as consideration for the aforesaid transfer, conveyance and delivery of the Assets to the Purchaser by the Seller, the Purchaser shall (by documentation reasonably satisfactory as to form and substance to Purchaser) pay, perform and assume the following duties, responsibilities, obligations and liabilities (and none other) of Seller (the "Liabilities") that are to be paid or performed by the Seller from and after the close of business on the Closing Date: (a) Upon all liabilities and obligations of the terms and subject Seller relating to the conditions deposit accounts (which shall include but not be limited to public fund accounts and deposit accounts of this Agreement, customers held in IRAs or Xxxxx accounts) that are identified to the Branches as of the Closingclose of business on the Closing Date, including any related sweep accounts, whether represented by collected or uncollected funds, including, without limitation, all savings, NOW accounts, checking, money market accounts and certificate accounts together with accrued but unpaid interest payable, attributed on the Buyer records of the Branches (the "Deposit Liabilities"), provided, however, that in the event the total amount of the Deposit Liabilities exceed $74,000,000, Seller shall assume remove Time deposit accounts as mutually agreed upon by the following parties; (b) all of the liabilities and obligations and liabilities of the Seller Parties related to under the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities Loans purchased by Purchaser under this Agreement arising out of or relating to the operation of the Station on or after the Closing or the owning or holding close of the Purchased Assets business on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (Date, including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties funding commitments under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities Loans and servicing obligations with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.”Loans; (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyerc) all of their the liabilities and obligations of any the Seller arising after the close of business on the Closing Date under the Leases, IRAs and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of Xxxxx accounts assumed by Purchaser under this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (iid) all liabilities arising out of safe deposit contracts and leases for the operation of safe deposit boxes located at the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending Branches as of the Closing or based upon any action, event, circumstance or condition arising prior to close of business on the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xviie) all of the liabilities and obligations of the Seller Parties' respecting the Real Property; (f) all accrued liabilities, if any, described by Schedule 1.4(f) attached hereto and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreementsmade a part hereof; and (xviiig) all liabilities taxes for which the Purchaser is responsible under this Agreement and taxes with respect to the Assets or obligations under the Branches for any Contract between any Seller Party taxable period (or any Affiliate of the Seller Parties and the FCC, portion thereof) that begins on or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to after the Closing Date.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as Buyer agrees, effective at the time of the Closing, the Buyer shall to assume the following obligations and liabilities of (the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded "Assumed Liabilities"): (i) all liabilities set forth on the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, Reference Balance Sheet to the extent such liabilities arise after included or reflected on the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the ClosingBalance Sheet; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any Seller arising from and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before after the Closing Date under all Included Contracts (excluding other than liabilities or obligations attributable to any liability expressly assumed failure by Seller to comply with the Buyer under Section 2.3(a)terms thereof); (iii) all liabilities and obligations under the Anchor Glass Container Corporation Executive/Key Employee Retention Plan as such Plan is in effect on the date hereof (other than liabilities and obligations arising out under such Plan prior to the Closing, which shall remain liabilities and obligations of the operation, owning or holding of the Excluded AssetsSeller); (iv) all liabilities under Seller Defined Benefit Plans (but excluding any and all liabilities for Indebtedness excise tax or related taxes or penalties to the Internal Revenue Service arising out of the failure of Seller Parties or their Affiliatesto contribute to Seller Defined Benefit Plans) and all liabilities to the PBGC in connection with Seller Defined Benefit Plans, which liabilities shall be paid by Buyer in full on the Closing Date to the extent due and owing on the Closing Date; (v) all environmental liabilities for Excluded Taxesrelating to the Purchased Assets or Business (but excluding any liabilities resulting from or arising out of any (i) claim, action, suit, investigation, proceeding or judgment relating to property disposed of by Seller or any of its subsidiaries prior to the Closing Date or (ii) asbestos-related claims, actions, suits, investigations, proceedings or judgments arising out of any event or condition existing on or occurring prior to the Closing Date); (vi) all liabilities for trade payables of Seller Expenses;which have arisen after the filing of the Petition and which are in existence on the Closing Date; and (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) accrued expenses relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Dateworkers compensation claims.

Assumption of Liabilities. PRGI agrees to assume, from and after the Closing Date, only the following (the "Assumed Liabilities"): (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume the following all obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or Business arising from and after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date Effective Date in the ordinary course of business under the Business consistent Contracts with past practiceCustomers, Associates and Employees and other Contracts, and equipment and other Leases expressly designated by PRGI as Assigned Contracts and Assigned Leases; (b) Seller's normal trade payables relating to the Business to be acquired by PRGI pursuant hereto incurred in the ordinary course of business and outstanding at the Effective Date or incurred in the ordinary course of business thereafter and advances made after August 31, 1998 used to pay normal trade payables relating to the Business to be acquired by PRGI pursuant hereto, excluding (i) all Seller Transaction Expenses; (ii) non-trade payables (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), including any Prior Period Payments to RBA; (iii) non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto); (iv) subject commission amounts for audit services due to Section 5.6Associates, all liabilities of the Seller Parties under the Assumed Contracts to be performed afterauditors, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged other service providers on accounts receivable collected prior to the Closing); Effective Date; and (v) all liabilities for Taxes that are accounts payable, accrued expenses or other indebtedness due to the responsibility Seller as of the Buyer Effective Date under the Principal Agreement, or its Affiliates pursuant in connection with any advances to Section 6.1 hereof; andAssociates, or otherwise; (vic) all liabilities with respect commission amounts for audit services which will be owed by Seller to its Associates, auditors or other service providers upon collection of Accounts Receivable, Unbilled Claims and Work in Progress outstanding at the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if anyEffective Date. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer PRGI shall not assume any debts or be obligated liabilities of Seller of any kind or nature whatsoever. Seller agrees to pay, perform, or otherwise discharge any liability or obligation make full and prompt payment of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities its trade payables not assumed by PRGI as and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”)when due. All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything Anything to the contrary contained herein notwithstanding, PRGI shall neither assume nor have any obligations or liabilities whatsoever in Section 2.3(a)respect of severance, none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all WARN Act, income tax withholding, payroll and/or unemployment tax, workers' compensation, pension, profit-sharing, health insurance, COBRA or any other employee or other benefit liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out in respect of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, Employees or in respect of any Environmental Law arising from or related to any actionEmployee Benefit Plans, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitationlimitation any contribution, all Employee Plans) and any assets tax, lien, penalty, cost, interest, claim, loss, action, suit, damage, cost assessment, withdrawal liability, liability to the PBGC, liability under Section 412 of any such agreement, plan the Code or arrangement; (xii) all liabilities (xSection 302(a)(2) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and LawsERISA, or (y) relating to the termination by the other similar liability or expense of Seller Parties or their Affiliates of the Employees any ERISA Affiliate and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect PRGI shall not become a party to any group health plan Employee Benefit Plan as a result of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations transactions contemplated by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateAgreement.

Assumption of Liabilities. (a) Upon Subject to satisfaction of the terms and subject conditions hereof, including the transfer of the Assets to the conditions of this AgreementBuyer, as of the Closing, the Buyer shall and Buyer Parent (as it relates to (f) below) will pay, perform, and assume the following obligations and liabilities of Seller and Seller Parent (as it relates to (f) below) and will perform all of the following duties, responsibilities and obligations of Seller Parties and Seller Parent (as it relates to (f) below): (a) All of the Seller’s obligations relating to Deposit Liabilities; (b) To the extent the Federal Home Loan Bank consents to such assumption, all of Seller’s obligations under those certain loans made from the Federal Home Loan Bank described on Schedule 10, including all Accrued Interest as of the Closing Date (the “FHLB Advances”), it being understood and agreed that Seller and Buyer will each employ commercially reasonable efforts to obtain consent of the Federal Home Loan Bank to such assumption; (c) All of the accounts payable related to the BusinessAssets, whether direct or indirect, known or unknown which accounts payable are described in Schedule 11 (except the “Accounts Payable on Account of Assets”); (d) All of Seller’s obligations relating to the extent leases, licenses and other contracts identified on Schedules 1 and 12, if such obligations and liabilities constitute Excluded Liabilities):leases or other contracts are assignable in accordance with their terms; (ie) The safe deposit business of Seller, including, but not limited to, the obligations under the agreements related thereto and the maintenance of all necessary facilities for the use of safe deposit boxes by the renters thereof; and (f) Any and all liabilities and obligations relating to, or arising out of or relating the obligations of Seller Parent under each of the trust preferred issuances described on Schedule 14, including any and all accrued and/or deferred interest (the “Trust Preferred Obligations”), pursuant to a supplemental indenture in form mutually acceptable to the operation of Buyer Parent, Seller Parent and the Station on or after trustee thereof (the Closing or “Supplemental Indenture”) and the owning or holding of the Purchased Assets on or after the Closing, guaranty agreement and such other documents as may be required pursuant to the extent documents governing such liabilities arise after Trust Preferred Obligations; provided, however, that Buyer Parent shall only be obligated to assume the Closing Trust Preferred Obligations if and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required (i) all applicable regulatory approval in respect of the assumption of the Trust Preferred Obligations by Buyer Parent is granted and confirmation is received that the terms thereof to be discharged Trust Preferred Obligations will receive that same capital treatment if assumed by Buyer Parent as the Trust Preferred Obligations received prior to such assumption, and (ii) Seller Parent possesses the Closing); requisite capital and committed financial capability to fully perform all obligations contemplated hereunder; (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to liabilities will be assumed by the Buyer hereunder are referred to herein collectively as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All Buyer will not assume and will not discharge nor be liable for debts, liabilities or obligations of Seller except those Liabilities expressly assumed by Buyer pursuant to the following shall be “Excluded Liabilities” for purposes of transactions contemplated by this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before . After the Closing, or all Liabilities shall be the owning or holding sole obligation of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateBuyer Parent.

Assumption of Liabilities. (a) Upon On the terms and subject to the conditions of conditions, including Section 6.2, set forth in this Agreement, as on the Closing Date, the debts, liabilities and obligations of the ClosingContributor and its Contributed Subsidiaries set forth in this Section 2.5 shall be assumed by the Contributing Partner in connection with the transfer of Assets to it and shall be assumed by the Partnership in connection with the transfer of Assets to it, and the Buyer shall assume the following Partnership agrees to pay, perform and discharge all such debts, liabilities and obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):when due: (i) the liabilities All obligations arising out of or relating to the operation of the Station on or after the Closing or Date under the owning or holding of the Purchased Assets on or after the Closing, Contracts and Leases that are assigned to the extent such liabilities arise after the Closing Partnership hereunder unless and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising arises out of the operation a violation of the Station before the Closing, such Contract or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising Lease prior to the Closing Date; (ixii) all liabilities (x) arising out All obligations under purchase orders accepted by the Contributor or its Contributed Subsidiaries in the ordinary course of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance business of the Contributed Business prior to the Closing by any Date that are not filled as of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xiiii) other than as set forth in Section 6.2, any Current accrued expenses related to [(A)] employee vacation [for Lyondell: and lag-week] accruals for employees that become Partnership Employees [for Millennium: and (B) the current portion of the liabilities under the pensiondeferred maintenance]; (iv) All obligations and liabilities, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (includingevery kind and nature, without limitation, all Employee Plans) and any assets arising out of, in connection with or related to the ownership, operation or use after the Closing Date of any such agreement, plan the Assets or arrangementthe Contributed Business; (xiiv) Seven Year PCCL Claims to the extent the aggregate thereof does not exceed $7,000,000; (vi) Third Party Claims that are related to Pre-Closing Contingent Liabilities and that are first asserted seven years or more after the Closing Date; (vii) The obligations for indebtedness described on Schedule 2.5(a)(vii); (viii) [For Millennium: Subject to Section 2.8(g), all liabilities Liabilities associated with the Assumed Plan] [for Lyondell: [Reserved]]; (ix) All Liabilities associated with products sold after the Closing Date regardless of when manufactured; (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than The long-term liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party2.5(a)(x); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviiixi) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed Any other Liability specifically assumed by the FCC resulting from Partnership pursuant to the operation terms of this Agreement. The liabilities and obligations assumed by the Station prior Partnership pursuant to this Section are sometimes hereinafter referred to collectively as the "Assumed Liabilities." (b) On the Closing Date, the Partnership shall deliver to the Contributor an instrument of assumption of the Assumed Liabilities substantially in the form attached hereto as Exhibit F (the "Assumption Agreement").

Assumption of Liabilities. At the Closing, Buyer shall assume, and thereafter pay, perform and discharge when due, all of the following liabilities (the "ASSUMED LIABILITIES"), which Assumed Liabilities are listed by category, including estimated amounts of such Assumed Liabilities on Schedule 1.3: (a) Upon the terms and subject to the conditions all of this Agreement, as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): Sellers' accounts payable that both (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of business and (ii) in the Business consistent with past practice; (iv) subject to Section 5.6case of each Seller, all liabilities arise after such Seller's respective Petition Date, each of the Seller Parties under the Assumed Contracts which are Allowed Administrative Expense Claims or reasonably expected to be performed after, or in respect of periods followingAllowed Administrative Expense Claims (collectively, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing"ACCOUNTS PAYABLE"); (vb) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of Sellers first arising after the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything Closing relating to the contrary in Section 2.3(a)Acquired Contracts, none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) cure costs required to be paid pursuant to section 365 of the Seller Parties or their Affiliates under or relating to Bankruptcy Code in connection with the WARN Act assumption and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates assignment of the Employees and independent contractors of Acquired Contracts (such cure costs are, collectively, the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party"CURE COSTS"); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviiic) all liabilities or and obligations of Sellers relating to the Acquired Assets and arising under any Contract between Environmental Law (but excluding, all liabilities and obligations of Sellers (i) for any Seller Party environmental health or safety matter (including any Affiliate of liability or obligation arising under any Environmental Law) relating to any property or assets other than the Seller Parties and the FCCAcquired Assets, or any fines or sanctions imposed by the FCC (ii) resulting from the operation transport, disposal or treatment of any Hazardous Materials by Sellers on or prior to the Station Closing Date to or at any location other than the Real Property, (iii) relating to any personal injury of any Person resulting from exposure to Hazardous Materials or otherwise, where such exposure or other event or occurrence occurred on or prior to the Closing Date or as a consequence of any event or occurrence prior to the Closing Date., and (iv) for any fine or other monetary penalty arising under any Environmental Law for acts or omissions of Sellers or otherwise relating to acts or omissions or conditions with respect to the Acquired Assets as of the Closing Date); (d) all liabilities and obligations of Sellers as of the Closing Date for real and personal property Taxes that are set forth on Schedule 1.3(d); (e) all liabilities and obligations of Sellers as of the Closing Date for accrued but unpaid wages and salaries and related liabilities as described on Schedule 1.3

Assumption of Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of the Closing, the Buyer and shall assume timely perform, pay and discharge in accordance with their respective terms only the following obligations and liabilities of the Seller Parties related to the BusinessLiabilities (collectively, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.”): (a) Liabilities of Parent under the Purchased Contracts (other than for previously paid performance required to have been made prior to the Effective Time), including, for the avoidance of doubt, any performance obligations associated with Deferred Revenue related thereto; (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated all Liabilities relating to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent Hired Employees arising from or related to their employment or termination of employment by Purchaser on or after the Effective Time, except: (i) all Liabilities arising from or under any Proceedings against Employee Benefit Plan (other than the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising Subsidiary Plans) prior to the Closing Date; Effective Time unless specifically assumed by Purchaser under Article 9, (ixii) all liabilities Liabilities specifically assumed by Parent under Article 9 and (xiii) arising out workers’ compensation, employment discrimination, back pay and overtime pay, whistleblower, tort (not in the nature of any Contract that is not an Assumed Contract or (yworkers’ compensation) relating and other employment related claims against Parent incurred solely with respect to any breach, default or non-performance employment prior to Closing by any of the Seller Parties Effective Time or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of Seller’s conduct occurring prior to the Seller Parties or their AffiliatesEffective Time; (xivc) all intercompany payables Liabilities arising at or after the Effective Time from the sale of Products in the Ordinary Course of Business owing at and after the Effective Time pursuant to any of the Affiliates of the Seller Partiesproduct warranties, product returns and rebates; (xvd) all liabilities of Liabilities constituting, or arising in connection with, accounts payable and accrued Liabilities existing at the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except Effective Time as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party2.3(d); (xviie) all Liabilities arising from claims or lawsuits related to events arising at or after the Effective Time; (f) one-half of Transfer Taxes applicable to the transfer of the Seller Parties' and their Affiliates liabilities or obligations under Purchased Assets pursuant to this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.Agreement;

Assumption of Liabilities. (A) Except as otherwise expressly set forth herein or in the Interim Servicing Agreement, on the Closing Date, Purchaser shall assume and, thereafter, discharge fully only the following liabilities of Seller to be performed after the Cut-off Time: (i) all expenses directly related to the Accounts and activity thereon and all obligations to Cardholders, inclusive of obligations arising under the Endorsement Agreements with the entities listed on Schedule A, arising after the Cut-off Time; and (ii) subject to the prorations of fees set forth in Section 2.3(E) hereof, all fees, normal operating assessments and other charges of MasterCard arising after the Cut-off Time, except for those charges: (a) Upon arising from Seller's violation on or before the terms Cut-off Time of any operating regulation of MasterCard; or (b) arising from or relating to any special assessments with respect to periods up to and subject to including the conditions Cut-off Time. Purchaser shall not assume any liability, commitment, or any other obligation of this Agreement, as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the BusinessSeller, whether direct absolute, contingent, or indirect, otherwise known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities of any nature, kind or description whatsoever, arising out of from or relating related to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets Seller's Business prior to the Closing;Cut-off Time other than assuming the Endorsement Agreements with the entities listed on Schedule A, all in accordance with the terms and conditions in an Assignment and Assumption Agreement, referred to in Section 7.1(F) and mutually agreed upon by the Purchaser and Seller. (B) Seller agrees that: (i) it shall be solely responsible for any draft retrievals, chargebacks, representments or incorrectly posted transactions with respect to Account transactions bearing Seller's ICA (as hereinafter defined) number through the Cut-off Time; (ii) all liabilities recorded on it shall be responsible for promptly processing any draft retrievals, chargebacks, representments or incorrectly posted transactions with respect to Account transactions bearing Seller's ICA (as hereinafter defined) number through the Balance Sheet; Conversion Date; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent it shall provide Purchaser with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliatesassistance, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary required in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary AgreementsInterim Servicing Agreement, in handling any draft retrievals, chargebacks, representments, incorrectly posted transactions or any information related to said matters with respect to Account transactions bearing Seller's ICA number that occur after the Conversion Date; andand (iv) it will be responsible for all expenses related to the Accounts and activity thereon prior to the Cut-off Time, including but not limited to, the processing and other fees of Seller's Card Processor. Seller will be responsible for all expenses charged by Seller's Card Processor for the Closing and for the conversion of the Accounts from Seller's Card Processor to the Purchaser's Card Processor, including, but not limited to, the cost of all electronic transmissions and back-up tapes. Purchaser shall have no responsibility for any such Closing or conversion expenses or for any penalties, termination fees, or similar expenses payable because of the termination of Seller's agreement with Seller's Card Processor. Purchaser will be responsible for all expenses charged by Purchaser's Card Processor for the Closing and for the conversion of the Accounts from Seller's Card Processor to the Purchaser's Card Processor. Seller will be responsible for any fees or expenses assessed to Seller or Seller's Card Processor in relation to this transaction by MasterCard. Purchaser will be responsible for any fees or expenses assessed to Purchaser or Purchaser's Card Processor in relation to this transaction by MasterCard. Subject to the foregoing and the Interim Servicing Agreement, Purchaser will assume responsibility for all expenses related to the Accounts and activity thereon arising after the Cut-off Time. (xviiiC) all liabilities or obligations under Seller shall be liable for any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the Tax that relates to its operation of the Station Business on or prior to the Closing DateCut-off Time. Purchaser shall be liable for any Tax that relates to its operation of the Business after the Cut-off Time.

Assumption of Liabilities. (a) Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall assume and agree to perform, pay or discharge when due (a) all liabilities and obligations of Seller arising under and related to the lease agreements for the Stores, as set forth on SCHEDULE 2.3 (the "LEASES"), from and after the Effective Time; (b) all liabilities and obligations of Seller arising under and related to the Assigned Contracts from and after the Effective Time, and (c) all liabilities and obligations arising with respect to the ownership of the Purchased Assets (other than the Leases and the Assigned Contracts) from and after the Effective Time (collectively, the "ASSUMED LIABILITIES"). For purposes of this Agreement, as of the Closing, term "Assumed Liabilities" shall not include the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Put Lease Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing Except as set forth in this Section 2.3(a) to be assumed by 2.3 and the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed LiabilitiesAssignment and Assumption Agreement, the Buyer shall not assume or be obligated responsible for any liabilities or obligations of Seller, including any liabilities or obligations relating to pay, perform, claims or otherwise discharge breaches of the Leases or the Assigned Contracts or any other liabilities arising at any time prior to the Effective Time or any accounts payable relating to the Purchased Assets. It is expressly understood and agreed that the parties intend that Buyer shall not be considered a successor to Seller by reason of any theory of law or equity and that Buyer shall have no liability for any liability or obligation of the Seller Parties or their AffiliatesSeller, except as expressly set forth in this Agreement and the Assignment and Assumption Agreement. Following the Closing, Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and pay or discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and LawsBusiness, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateAssumed Liabilities.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, Effective as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties related but subject to the Businessindemnity obligations of Seller in Section 9.1(a) hereof, whether direct or indirectBuyer hereby assumes and agrees to pay, known or unknown (except to honor and discharge when due and payable the extent such obligations obligations, liabilities and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or commitments relating to the ownership or operation of the Station on or Assets, accruing, with the exception of Section 1.4(a), after the Effective Time (the "ASSUMED Liabilities"), including the following: (a) from and after the Closing or the owning or holding of the Purchased Assets on or after the Closing, Date all liabilities and obligations attributable to the extent such liabilities arise after the Closing and do not relate to the ownership or operation of the Station Assets arising from, attributable to, or alleged to be arising from or attributable to a violation of, or the owning or holding failure to perform any obligation, the basis of the Purchased Assets prior which is attributable to the period from and after Closing; , imposed by Environmental Laws (iihereinafter defined) all liabilities recorded on in effect where the Balance Sheet; (iii) all liabilities (including accounts payable Assets are located, and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any other liability or obligation of relating to the Seller Parties release or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations disposal of any and every kind whatsoeverhazardous substance or pollutant, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All the basis of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything which is attributable to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising period from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to and after the Closing Date; (ixb) to the extent not previously paid by Seller and reflected as an increase in the Base Purchase Price (hereinafter defined) or the Closing Purchase Price (hereinafter defined) in accordance with Article II, all liabilities (x) liabilities, obligations and commitments arising out of any Contract that is not an Assumed Contract or (y) related to all account or trade payables incurred by Seller in the ordinary course of business relating to any breachthe ownership, default operation or non-performance prior to Closing by any use of the Seller Parties or their Affiliates under any Assumed ContractAssets after the Effective Time; (xc) all liabilities of liabilities, obligations and commitments to remove all fixtures and equipment located on the Business pursuant toReal Property and to clean up and restore the Real Property upon any abandonment thereof (including the abandoned Carlsbad refrigeration plant), under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating except to the WARN Act and any similar state statutes and Laws, extent such liabilities are retained by or (y) relating to otherwise the termination by the responsibility of Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreementsprovided herein; and (xviiid) all liabilities other liabilities, obligations and commitments occurring, arising out of or obligations under any Contract between any Seller Party related to the ownership, operation or any Affiliate use of the Seller Parties and Assets after the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateEffective Time.

Assumption of Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreementset forth herein, as of at the Closing, the Buyer shall assume assume, pay, honor and discharge when due only the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of the Assets and existing at or relating to the operation of the Station arising on or after the Closing or Date (collectively, the owning or holding “Assumed Liabilities”): (a) all liabilities and obligations of the Purchased Assets on or after the Closing, Seller to the extent such reflected on the balance sheet included in the Interim Financial Statements and all liabilities arise after the Closing and do not relate to the operation obligations of the Station Seller incurred or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to for since the Balance Sheet date Date in the ordinary course Ordinary Course of the Business consistent with past practice; (iv) subject to Section 5.6Business, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except but only to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility and obligations constitute trade payables of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.”Business; (b) Except for subject to Section 2.5, any and all liabilities, obligations and commitments under the Assumed LiabilitiesContracts; provided, however, that the Buyer shall not assume or be obligated responsible for any such liabilities, obligations or commitments to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising performed prior to the Closing DateDate or that arise from breaches by Seller of such Assumed Contracts or defaults by Seller occurring prior to the Closing or as a result of the Closing under such Assumed Contracts, all of which liabilities, obligations and commitments constitute Excluded Liabilities; (ixc) all liabilities if the Consent Decree is executed prior to the Closing in substantially the same form (xincluding with respect to the nationwide facility audit provisions) arising out of as attached hereto as Exhibit A, the obligation to perform, and any Contract that is not an Assumed Contract or (y) penalties attributable to the Buyer’s failure to meet compliance deadlines for, those obligations relating to any breachthe Facilities under the Consent Decree, default or non-performance prior but only to Closing by any the extent set forth in Appendix B to the Consent Decree; provided that the costs of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than compliance with such obligations shall be allocated as set forth in Section 6.24.5. (d) if the Consent Decree is not executed prior to the Closing, any Buyer shall assume the obligation to join the negotiations of and to execute the Consent Decree in a form reasonably acceptable to the Buyer as the owner of the liabilities under Facilities; provided that the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements cost of compliance with the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangementexecuted Consent Decree shall be allocated as set forth in Section 4.5; (xiie) all liabilities (x) and obligations occurring on or after the Closing Date first arising out of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates Buyer’s ownership of the Employees Assets and independent contractors its conduct of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer;Business; and (xiiif) all the liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as specifically set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party1.3(f); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

Assumption of Liabilities. PRGI agrees to assume, from and after the Closing Date, only the following (the "Assumed Liabilities"): (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume the following all obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or Business arising from and after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date Effective Date in the ordinary course of business under the Business consistent Contracts with past practiceCustomers, Associates and Employees and other Contracts, and equipment and other Leases expressly designated by PRGI as Assigned Contracts and Assigned Leases; (b) Seller's normal trade payables relating to the Business to be acquired by PRGI pursuant hereto incurred in the ordinary course of business and outstanding at the Effective Date or incurred in the ordinary course of business thereafter and advances made by Owners to Seller after August 31, 1998 used to pay normal trade payables relating to the Business to be acquired by PRGI pursuant hereto, excluding (i) all Seller Transaction Expenses; (ii) non-trade payables (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto), including any Prior Period Payments to RBA; (iii) non-trade accrued expenses (meaning those not directly related to the Business to be acquired by PRGI pursuant hereto); (iv) subject commission amounts for audit services due to Section 5.6Associates, all liabilities of the Seller Parties under the Assumed Contracts to be performed afterauditors, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged other service providers on accounts receivable collected prior to the Closing); Effective Date; and (v) all liabilities for Taxes that are the responsibility accounts payable, accrued expenses or other indebtedness due to any Owners as of the Buyer Effective Date under the Principal Agreement, or its Affiliates pursuant in connection with any advances to Section 6.1 hereofAssociates, or otherwise; and (vic) all liabilities with respect commission amounts for audit services which will be owed by Seller to its Associates, auditors or other service providers upon collection of Accounts Receivable, Unbilled Claims and Work in Progress outstanding at the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if anyEffective Date. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer PRGI shall not assume any debts or be obligated liabilities of Seller of any kind or nature whatsoever. Seller agrees to pay, perform, or otherwise discharge any liability or obligation make full and prompt payment of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities its trade payables not assumed by PRGI as and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”)when due. All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything Anything to the contrary contained herein notwithstanding, PRGI shall neither assume nor have any obligations or liabilities whatsoever in Section 2.3(a)respect of severance, none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all WARN Act, income tax withholding, payroll and/or unemployment tax, workers' compensation, pension, profit-sharing, health insurance, COBRA or any other employee or other benefit liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out in respect of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, Employees or in respect of any Environmental Law arising from or related to any actionEmployee Benefit Plans, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitationlimitation any contribution, all Employee Plans) and any assets tax, lien, penalty, cost, interest, claim, loss, action, suit, damage, cost assessment, withdrawal liability, liability to the PBGC, liability under Section 412 of any such agreement, plan the Code or arrangement; (xii) all liabilities (xSection 302(a)(2) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and LawsERISA, or (y) relating to the termination by the other similar liability or expense of Seller Parties or their Affiliates of the Employees any ERISA Affiliate and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect PRGI shall not become a party to any group health plan Employee Benefit Plan as a result of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations transactions contemplated by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateAgreement.

Assumption of Liabilities. (a) Upon On the terms and subject to the conditions of this Agreementset forth herein, as of at the Closing, Purchaser agrees to assume and discharge or perform when due, the Buyer shall assume liabilities and obligations set forth in (a) through (h) of this paragraph 2.4 (the following obligations "Assumed Liabilities") and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):no others. (ia) the All liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closingand obligations under each Executory Contract and Non-executory Contract, to the extent such liabilities arise after the Closing that accrue and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts are required to be performed after, from and after the date that Purchaser has assumed such Executory Contract or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing)Non-executory Contract; (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their All liabilities and obligations of any that accrue and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred are required to as “Excluded Liabilities”). All of be performed after the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything Closing Date pursuant to the contrary in Section 2.3(a), none of Assigned Leases and the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased AssetsNonexecutory Contracts; (iic) all Sellers' obligation to provide paid vacation, sick leave and personal floating holidays or, in lieu thereof (at Purchaser's option), to make payments to employees of Sellers listed on the Schedule to be provided pursuant to Section 5.13 who are employed by Sellers on the Closing Date and by Purchaser immediately following the Closing Date (each such employee, a "Covered Employee"), in amounts up to but not exceeding the amounts as are set forth for each such Covered Employee on such Schedule plus ordinary course accruals for the period thereafter and prior to Closing for accrued vacation, sick leave and personal floating holidays; (d) All liabilities and obligations that accrue and are required to be performed after the Closing Date to the extent related to or arising out of the ownership or operation of the Station before the Closing, or the owning or holding of the Purchased Transferred Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to Purchaser after the Closing Date; (ixe) all liabilities (x) arising out of any Contract that is not an All Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed ContractAdministrative Expenses; (xf) all All liabilities of the Business pursuant to, under, or in respect of any Environmental Law Sellers arising from the issuance or related sale by Sellers within 30 days prior to any action, event, circumstance or condition occurring or existing prior the Closing Date;Date of gift certificates; or (xig) other than as set forth in Section 6.2All return, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) rebate and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all layaway liabilities of Sellers arising from sales of Inventory made within 30 days (33 days in the Business owing to any Related Parties case of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvireturns) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date. (h) The Purchaser shall make the payments and satisfy the obligations required to be made or satisfied by it under Section 2.7 and 2.8.

Assumption of Liabilities. (a) Upon As of the terms and subject Closing Date, Paonessa shall assume all outstanding liabilities related to the conditions prxxxxxx xr the Purchased Assets, including any and all liabilities of Response relating to the practice and all practice expenses going-forward, including without limitation Clinic Expenses, Physician Expenses and any other related or similar practice expenses contingent upon (1) Response seeking Bankruptcy Court approval of the amounts as set forth in its Statement of Cure filed in February 2002 (the "STATEMENT OF CURE") as part of its motion to approve the Settlement Agreement envisioned hereby and (2) the Bankruptcy Court entering an order (the "ORDER") finding (i) that the amounts as set forth in the Statement of Cure accurately reflects any potential cure obligation the Debtors would be required to make with respect to assumption of Assigned Contracts, (ii) that the cure obligation set forth in the Statement of Cure shall be deemed satisfied upon closing of the transaction contemplated by this Agreement, as of (iii) that the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the ClosingOrder is, to the extent such liabilities arise after permitted by law, binding upon all of Response's creditors and parties in interests, and (iv) that the Closing and do not relate Assigned Contracts are assigned to Paonessa pursuant to the operation Order, and (v) in no event will Paonessa's xx XXXX's assumption of the Station pre-Closing Clinic Expenses xxxxxx xxx items specified in the Cure Order or obligate Response to pay additional amounts. In the owning event the Court fails to enter the Cure Order or holding enters an order inconsistent with the requirements of sections (i) through (v) of the Purchased Assets prior preceding sentence, Paonessa or POMC, in his or its sole discretion, may elect to eithex (x) xxoceed with Assumption and Assignment of the Service Agreement and Assigned Contracts subject to the Closing; terms of the Order, provided the Paonessa pays such cure amount(s) or (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course request that Response rejxxx xxx Service Agreement and/or one or more of the Business consistent with past practice; (iv) subject Assigned Contracts pursuant to Section 5.6, all liabilities 11 U.S.C. ss. 365 and Paonessa shall pay to Response a Purchase/Termination Fee equal to xxx xx xieu of the Seller Parties under Purchase/Assignment Fee. In the Assumed Contracts event that the Service Agreement is rejected, no party will be deemed to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be have assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under in the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateCure Order.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Acquisition Agreement, as of the ClosingEffective Time, the Seller shall assign and transfer to Buyer (or such Affiliate of Buyer as Buyer may direct), and Buyer (or such Affiliate of Buyer as Buyer may direct) shall assume and agree to discharge and perform when due the following Liabilities of Seller relating to the ICS Business (the “Assumed Liabilities”); provided, however, that in no event shall the Assumed Liabilities include any Retained Liability: (a) all obligations and liabilities of Seller as of the Seller Parties Effective Time for performance after the Effective Time under the executory portion of each Covered Lease (but solely with respect to Covered Equipment), Assumed Real Property Lease and Contract listed on Exhibit 2.3(a) (the “Assumed Contracts”), but not including any Liability for any breach or default (with or without notice or lapse of time) thereunder accruing during, arising out of or related to the Business, whether direct period on or indirect, known or unknown (except prior to the extent such Effective Time; (b) all Liabilities relating to Transferred Employees that are assumed by Buyer or Parent pursuant to Section 5.1 and set forth on the ICS Business Closing Date Balance Sheet; (c) obligations associated with Unearned Revenue, current and liabilities constitute Excluded Liabilities):long-term, relating solely to Assumed Contracts and that are set forth on the ICS Business Closing Date Balance Sheet; (d) the Liabilities set forth on Exhibit 2.3(d); (i) the liabilities arising out of or all employment and payroll Taxes relating to the operation of the Station Transferred Employees that have been accrued on or before the Closing Date to the extent attributable to wages payable after the Closing Date, (ii) all real property or the owning or holding of personal property Taxes relating to the Purchased Assets that have been accrued on or before the Closing Date but are payable after the ClosingClosing Date and (iii) all Taxes of the Irish Entity that have been accrued for periods (or portions thereof) ending on or before the Closing Date but are payable after the Closing Date; but only, in each case, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded items have been included as a Liability on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the ICS Business subsequent to the Closing Date Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods followingcollectively, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing“Assumed Taxes”); (vf) all liabilities for Taxes that environmental Liabilities relating to the Assumed Real Property Leases (to the extent such environmental Liabilities are set forth on the responsibility ICS Business Closing Date Balance Sheet) or the conduct of the Buyer or its Affiliates pursuant to Section 6.1 hereofICS Business after the Closing; and (vig) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All any other Liabilities of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising outstanding immediately prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as and set forth in on the ICS Business Closing Date Balance Sheet (including Accounts Payable that are not Retained Liabilities under Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans2.4(j) below and any assets of any such agreement, plan sales or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601value-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) added Tax payable with respect to any group health plan of any of Accounts Receivable that has been accrued on the Seller Parties or their Affiliates; (xiv) all intercompany payables of the ICS Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such partyClosing Date Balance Sheet); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of Pxxxxxxxx agrees, effective at the Closing, to assume and to satisfy and discharge when due the Buyer shall assume Liabilities of Seller (other than the following obligations Retained Liabilities), specifically set forth below (all of such Liabilities and liabilities of other than the Seller Parties related Retained Liabilities being herein collectively referred to as the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded “Assumed Liabilities”): (i) all Liabilities arising from the liabilities arising out Exploitation of or any Product after the Closing Date, including Liabilities for returns, rebates and chargebacks related to any of the Product shipped after the Closing Date; (ii) all Liabilities for Taxes relating to the operation of the Station on or after the Closing Purchased Assets or the owning or holding of Product with respect to a Post-Closing Tax Period, including those allocated in accordance with Section 11.8(b); (iii) all Liabilities for materials and services relating to the Purchased Assets on contracted for in the ordinary course of business prior to the Closing pursuant to an Assumed Contract, but scheduled to be delivered or after the provided thereafter, and all Liabilities to customers under purchase orders for Product that have not yet been shipped at Closing, in each case to the extent such liabilities arise after the Closing and do not relate related to the operation any breach of the Station or the owning or holding of the Purchased Assets Seller occurring prior to the Closing; (iiiv) all liabilities recorded on the Balance Sheet; (iii) all liabilities Liabilities under Assumed Contracts (including accounts payable and accrued expenses) incurred by the Business subsequent Liabilities to the Balance Sheet date customers under purchase orders made in the ordinary course of the Business sale and marketing of the Product consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent practice for any Product that such liabilities were required by the terms thereof to be discharged has not been shipped prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect relating to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the period following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding Date, other than any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities Liabilities to the extent arising from out of, or related to resulting from, a breach of any Proceedings against the such Assumed Contract by Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ixv) all liabilities (x) Liabilities arising out of any Contract that is not an Assumed Contract or (y) relating to any breachproduct liability, default breach of warranty or non-performance prior similar claim for injury to Closing by any Person or property that resulted from the use or misuse of the Seller Parties Product on or their Affiliates under after the Closing Date or otherwise relates to the Product sold (including any Assumed ContractProceeding relating to any such Liabilities) on or after the Closing Date, which, in the case of any split lots of Product, shall be determined based on the percentage of any such lot sold on or after the Closing Date; (xvi) all liabilities of other Liabilities relating to the Business pursuant to, underPurchased Assets or the Product, or in respect of Purchaser’s use thereof, solely to the extent that such are not Retained Liabilities, including to any Environmental Law Governmental Authority, and all fees arising from or related to any actionProduct Registrations and Intellectual Property included in the Purchased Assets, event, circumstance but only to the extent not related to or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets arising out of any such agreementact, plan omission or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating event occurring prior to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary AgreementsClosing; and (xviiivii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate Liabilities for branded prescription drug fees occurring after January 1, 2017, it being understood and agreed, for the avoidance of doubt, that Purchaser will report ownership of Product NDCs on IRS Form 8947 beginning with the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date2017 reporting year (due November 2018).

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreementcontained herein, as of at the Closing, the Parent and/or Buyer shall assume and agree to discharge the following obligations following, and liabilities only the following, Liabilities of Seller and the Seller Parties related to Acquired Entities, as applicable (the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded “Assumed Liabilities”): (ia) Liabilities and obligations relating to the liabilities arising Purchased Assets and the Acquired Entities that accrue, or arise out of or relating relate to the operation of the Station on events or occurrences that occur, after the Closing or the owning or holding of the Purchased Assets Date, but excluding (i) any Liability for any Default under any Contract to which any Interfast Entity is a party that occurs on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the ClosingClosing Date, (ii) any Excluded Taxes and (iii) any Taxes for which the Buyer Indemnified Parties are entitled to indemnification pursuant to Section 6.6(a); (iib) all liabilities recorded on accounts payable, accrued expenses and other current Liabilities of the Interfast Entities reflected in the Final Closing Balance Sheet, which, for the avoidance of doubt, shall not include any Excluded Taxes or any Taxes for which the Buyer Indemnified Parties are entitled to indemnification pursuant to Section 6.6(a); (iiic) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent any Liability to the Balance Sheet date in the ordinary course customers of the Business consistent with past practice; (iv) subject to Section 5.6under written warranties made by Seller or any Acquired Entity, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except but solely to the extent that such liabilities were required by Liability is covered under a valid manufacturer warranty for which Parent or Buyer is entitled to seek reimbursement from the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereofapplicable manufacturer; and (vid) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Liabilities described in Section 6.2 hereof, if any. All of the foregoing in this 6.7(b) and Section 2.3(a6.7(g) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything subject to the contrary in Section 2.3(a)terms thereof, none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate Liabilities relating to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as Acquired Plan in respect of the Closing or based upon any action, event, circumstance or condition arising prior periods subsequent to the Closing Date; (ix) , and all liabilities (x) arising out Liabilities for accrued vacation benefits of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateContinuing Employees.

Assumption of Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Buyer shall assume, effective as of the Closing, the Buyer shall assume only the following obligations and liabilities of the Seller Parties related to the BusinessParties, whether direct accrued or indirectunaccrued, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirectfixed, known or unknown, absolute or contingent (herein referred to contingent, matured or unmatured or determined or determinable as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this AgreementClosing Date (collectively, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement:”): (ia) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness Liabilities of the Seller Parties or their Affiliates; under Transferred Contracts from and after the Closing (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related or, if later, the date on which such applicable Transferred Contracts are transferred to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities Buyer under this Agreement), to the extent arising such Liabilities do not arise from or related relate to any Proceedings against the Seller Parties breach or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any Seller Party or any of the Seller Parties its Affiliates of or their Affiliates under such Transferred Contracts (or any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth to such date that, with notice or lapse of time, would constitute or result in Section 6.2, any a breach or default of the liabilities or under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such partyContracts); (xviib) all Liabilities for Taxes relating to the Transferred Assets for all taxable periods (or portions thereof) beginning after the Closing Date, for the avoidance of doubt, including Buyer’s portion of Transfer Taxes as described in Section 8.02, and excluding any Excluded Liabilities described in Section 2.05; (c) all Liabilities expressly assumed by Buyer pursuant to the Seller Parties' Employee Matters Agreement; (d) all Liabilities related to or arising from Buyer Decommissioning and their Affiliates liabilities Wind Down Activities or obligations Tool Decommissioning (other than with respect to Excluded Tools that are not Consigned Tools or Additional Assets); (e) all Liabilities related to the retention payments due to any Transferred Employee under this Agreement or the Ancillary Agreements“Project Pinehurst Retention & Transition Incentive Program” with respect to employment following the Closing Date in an aggregate amount not to exceed $2,900,000; and (xviiif) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting Liabilities arising from the ownership and operation of the Station prior to Transferred Assets and Consigned Tools after the Closing Date(or, if later, the date on which the applicable Transferred Assets are transferred to Buyer under this Agreement).

Assumption of Liabilities. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, as of from and after the Closing, the Buyer shall Purchaser will assume and pay, perform, discharge and be responsible solely for the following obligations and liabilities of Seller (the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities"ASSUMED LIABILITIES"): (i1) The assumption of secured indebtedness incurred in the liabilities arising out Cases pursuant to the $135 million debtor-in-possession financing facility, as previously or hereafter amended (the "DIP Facility") entered into by Seller on the Filing Date and approved by the Bankruptcy Court (the "ASSUMED INDEBTEDNESS"), which shall be paid by Purchaser on the Closing Date, or such later date to which the lenders under the DIP Facility shall consent. (2) The payment of an amount of Administrative Expenses and Priority Unsecured Claims (including, without limitation, accrued and unpaid expenses) not to exceed the amount of Administrative Expenses and Priority Unsecured Claims which would cause the Actual Net Asset Value to be less than $(28,575,000). Purchaser shall have the right to review and/or dispute any and all of such Administrative Expenses or Priority Unsecured Claims. Such Administrative Expenses and Priority Unsecured Claims shall be paid by Seller prior to the Closing Date or by Purchaser after the Closing Date in the ordinary course when they become due according to their terms. (3) Ordinary course trade payables and other expenses directly and solely relating to the operation of the Station on Business from the Effective Date to the Closing Date shall not be taken into account in the calculation of Actual Net Asset Value. Such Administrative Expenses shall be paid by Seller prior to the Closing Date or by Purchaser after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date Date in the ordinary course when they become due according to their terms. (4) Payment of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; difference between (x) all liabilities severance obligations due and owing with respect to employees of Seller as of the Business pursuant todate hereof, underincluding without limitation Transferred Employees, or in respect of any Environmental Law arising from or related who are terminated prior to any action, event, circumstance or condition occurring or existing prior six (6) months after the Closing Date; Date (xior nine (9) other than as set forth months in Section 6.2, any the case of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates IT Transferred Employees) (including, without limitation, all Employee Plans) including approximately $1,600,000 for Aisle 3 employees and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating persons terminated prior to the WARN Act and any similar state statutes and LawsEffective Date), or less (y) relating to $4,600,000. All other severance obligations shall be included in the termination by the Seller Parties or their Affiliates calculation of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to Actual Net Asset Value. Severance obligations arising from the termination of Transferred Employees if such termination occurred more than six (6) months after the date Closing Date (or nine (9) months in the case of transfer;IT Transferred Employees) shall be the obligation of Purchaser. (xiii5) all liabilities under Code Section 4980B or Sections 601-608 The assumption of ERISA or other applicable Laws for any employee or independent contractor benefits of Transferred Employees, (including sick pay, personal days, pension and their dependents) with respect to any group health plan vacation pay); provided, however, that the amount of any accrued vacation pay as of the Seller Parties or their Affiliates; (xiv) all intercompany payables Effective Date shall be included in the calculation of the Business owing to any Actual Net Asset Value, and, for that purpose, the amount of such accrued vacation pay of Transferred Employees as of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateEffective Date shall be fixed at $1,000,000.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Businessagrees, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after effective at the Closing, to (or to cause its permitted assignees to) assume and pay, perform and discharge when due, only the extent such following liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities obligations of the Seller Parties under the Assumed Contracts to be performed after(collectively, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.”): (ba) Except for all liabilities and obligations under the Assumed LiabilitiesChicago 2021 Contracts, including unfulfilled obligations in respect of the currently scheduled Wizard World Chicago 2021 Event represented by the Pre-Closing Admission Ticket Sales Proceeds and the Pre-Closing Floor Space Sales Proceeds, except that the Buyer shall not assume or be obligated to pay, perform, discharge or otherwise discharge perform any liability liabilities or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing breach by any of the Seller Parties or their Affiliates under of any provision of any Assumed Contract; (xb) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities and obligations under the pensionAssumed Legacy Ticket Contracts, profit sharingexcept that (i) the Buyer shall not assume or pay, welfare discharge or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and perform any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan obligations arising out of any of the Assumed Legacy Ticket Contracts with respect to deferred revenue liabilities for admissions tickets sold by the Seller Parties in respect of editions of the Events that were cancelled or their Affiliatespostponed due to the COVID-19 pandemic that exceed, in the aggregate, the amount set forth on Part 2.3(b) of the Disclosure Memorandum and (ii) Buyer shall not assume or pay, discharge or perform any liabilities or obligations arising out of any breach by the Seller of any provision of any Assumed Legacy Ticket Contract (other than to the extent that the cancellation or postponement of any edition of the Event is considered a breach of any such Assumed Legacy Ticket Contract); (xivc) all intercompany payables liabilities and obligations under the Assumed Legacy Floor Space Contracts, except that (i) the Buyer shall not assume or pay, discharge or perform any obligations arising out of the Business owing to any of the Affiliates Assumed Legacy Floor Space Contracts with respect to deferred revenue liabilities for convention floor space sold by the Seller in respect of editions of the Events that were cancelled or postponed due to the COVID-19 pandemic that exceed, in the aggregate, the amount set forth in Part 2.3(c) of the Disclosure Memorandum and (ii) Buyer shall not assume or pay, discharge or perform any liabilities or obligations arising out of any breach by the Seller Partiesof any provision of any Assumed Legacy Floor Space Contract (other than to the extent that the cancellation or postponement of any edition of the Event is considered a breach of any such Assumed Legacy Floor Space Contract); (xvd) all liabilities of and obligations under the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except venue Contracts as set forth on Schedule 3.22; (xviPart 2.3(d)(1) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties Disclosure Memorandum (the “Assumed Legacy Venue Contracts”), except that (i) the Buyer shall not assume or their Affiliates (including pay, discharge or perform any obligations arising out of any of the Assumed Legacy Venue Contracts with respect to any breach of fiduciary obligations by any such party); (xviiaccounts payable liabilities that exceed, in the aggregate, the amount set forth in Part 2.3(d)(2) all of the Seller Parties' Disclosure Memorandum and their Affiliates (ii) Buyer shall not assume or pay, discharge or perform any liabilities or obligations under this Agreement arising out of any breach by the Seller of any provision of any Assumed Legacy Venue Contract (other than to the extent that the cancellation or postponement of any edition of the Ancillary AgreementsEvent is considered a breach of any such Assumed Legacy Venue Contract); and (xviiie) all employment related liabilities or and obligations under any Contract between any Seller Party or any Affiliate with respect to Event Employees in respect of the Seller Parties period beginning as of August 1, 2021 through and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to including the Closing Date, to the extent and in the amount reflected on the Final Closing Statement (“Event Employees Stub Period Obligations”).

Assumption of Liabilities. (a) Upon On the terms Closing Date, Purchaser will assume and subject agree to the conditions discharge all of this Agreement, as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties related with respect to the BusinessBusiness in accordance with their respective terms, whether direct or indirect, known or unknown (except but only to the extent that such obligations and liabilities do not constitute Excluded Liabilities (the “Assumed Liabilities”): (i) any trade account payable (other than a trade account payable to any Seller or a Related Person of any Seller) on the liabilities Balance Sheet or incurred by the Company in the ordinary course of business since the date of the Balance Sheet but before the Closing Time that remains unpaid at, and is not delinquent (as delinquent is defined in any agreement applicable to such trade account payable, or if no written agreement is applicable, then is no more than 30 days past due) as of, the Closing Date, but only to the extent that such trade accounts payable are included in the Closing Date Net Working Capital and reflected in the Closing Date Balance Sheet; (ii) any Liability to the Company’s customers for non-delinquent orders outstanding as of the Closing Date and listed in Schedule 1.6(a)(ii) received by the Company in the ordinary course of business (other than any Liability arising out of or relating to a breach that occurred prior to the operation of the Station Closing Date); (iii) any Liability arising on or after the Closing Date under the Material Agreements (other than any Liability arising out of or the owning relating to a breach or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets default that occurred prior to the ClosingClosing Date); (iiiv) all liabilities recorded on any Liability respecting Transferred Employees which is specifically assumed by the Balance Sheet;Purchaser pursuant to Section 5.4; and (iiiv) all liabilities (including accounts payable and accrued expenses) incurred any Liability arising from or in connection with warranty claims relating to warranties given by the Business subsequent Company to the Balance Sheet date its customers in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or business in respect of periods following, products manufactured or sold by the Company prior to the Closing Date (except A) to the extent that such claims are brought during the period from the Closing Date to and including the third anniversary of the Closing Date and the total amount of such Liability incurred during such period does not exceed 200% of the allowance for warranty claims included in current liabilities were required by on the terms thereof to be discharged prior Closing Date Balance Sheet or (B) to the Closing); (v) all liabilities for Taxes that extent such claims are first brought after the responsibility third anniversary of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed LiabilitiesClosing Date.” (b) Except for Notwithstanding any provision of this Agreement to the contrary, Purchaser will not assume any liabilities, obligations, or commitments of the Company other than the Assumed Liabilities, the Buyer shall not assume or be obligated to payand all such other liabilities, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliatesobligations, and commitments will be retained by the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge Company (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as the “Excluded Liabilities”). All Without limiting the generality of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a)foregoing, none of the following shall will be “Assumed Liabilities” Liabilities for purposes of this Agreement: (i) Except as provided in Section 1.6(a), all liabilities that do not primarily relate trade accounts payable, accrued payroll, accrued employee benefits, including accrued vacation and sick leave and accrued post retirement and post employment benefits, accrued Taxes, and all other accrued expenses relating to the Business or the Purchased AssetsBusiness; (ii) Any liabilities or obligations for borrowed money or evidenced by bonds, debentures, notes, drafts, or similar instruments, including but not limited to (A) all of the Company’s obligations and liabilities to TCSC, (B) the Company’s Guaranty dated 19 January, 2005 of the obligations of TCSC under that certain Credit Facility dated 19 January, 2005, as amended on 2 March 2011, by and between Toronto-Dominion Bank and TCSC and the related Security Agreement by and between Toronto-Dominion Bank and the Company, and (C) all liabilities arising out and obligations of the operation of Company under that certain Credit Facility dated 19 January, 2005, as amended on 11 March 2009 and 2 March, 2011, by and between Toronto-Dominion Bank and the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a))Company; (iii) all liabilities Any Liabilities under any Material Agreement or any other contract, arrangement, license, lease or other agreement (whether oral or written) relating to the Business of and of the Assets arising after the Closing Date that arises out of the operationor relates to a breach of, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliatesdefault under, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising that Material Agreement prior to the Closing Date; (ixiv) Any and all liabilities (x) liabilities, obligations, or commitments arising out of any Contract and all leases and Material Agreements that are listed on Schedule 1.2(a); (v) Subject to Section 5.1, any and all Taxes (whether pursuant to existing laws and regulations or laws and regulations subsequently enacted by any Governmental Authority) that arise from (A) the operation of the Business prior to the Closing Date; (B) the ownership of the Assets prior to the Closing Date; or (C) the consummation of the transactions contemplated in this Agreement; (vi) Any Liability under any Plan except to the extent specifically assumed pursuant to Section 5.4; (vii) Any Liability to any Employee who is not an Assumed Contract or a Transferred Employee, provided that the Purchaser shall have complied with its obligations under Section 5.4; (yviii) Any Liability to any Transferred Employee arising out of any claim made pursuant to Applicable Laws relating to any breachemployment standards, default occupational health and safety, human rights, labour relations or non-performance workers compensation, or employee grievance based upon facts, acts, events, omissions or occurrences prior to the Closing Date (for the avoidance of doubt, Excluded Liabilities do not include any liability to a Transferred Employee to the extent arising from the Purchaser’s failure to recognize a Transferred Employee’s seniority rights arising from his or her pre-Closing Date employment with the Company as required by Section 5.4); (ix) Any liabilities or obligations (other than those falling within Section 1.6(b)(x)) with respect to any actions, suits, proceedings, or possible claims, whether such actions, suits, proceedings, or possible claims are currently pending, threatened, contingent, subsequently arise, or otherwise, in any way relating to the conduct of the Seller Parties or their Affiliates under any Assumed ContractBusiness prior to the Closing Date; (x) Except as provided in Section 1.6(a)(v), any and all liabilities of the Business pursuant to, under, or in respect of any Environmental Law obligations arising from or related in connection with warranty claims relating to products manufactured or sold by the Company prior to the Closing Date and any action, event, circumstance or condition occurring or existing liabilities relating to the return of any products sold by the Company prior to the Closing Date; (xi) other than as set forth any and all liabilities or obligations arising from or in Section 6.2, any of connection with product liability claims relating to products manufactured or sold by the liabilities under Company prior to the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangementClosing Date; (xii) all Any liabilities (x) of the Seller Parties or their Affiliates under or for Environmental Damages relating to the WARN Act and any similar state statutes and Laws, Business or (y) relating Assets arising from conditions existing prior to the termination by Closing Date, whether or not disclosed in the Seller Parties schedules to this Agreement or their Affiliates of the Employees and independent contractors of the Seller Parties otherwise known to Sellers or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transferPurchaser; (xiii) all liabilities under Code Section 4980B All costs, expenses, liabilities, or Sections 601-608 obligations incurred by the Company incident to the negotiation and preparation of ERISA or other applicable Laws for any employee or independent contractor (this Agreement and their dependents) its performance and compliance with respect to any group health plan of any of the Seller Parties or their Affiliatesagreements and conditions contained in this Agreement; (xiv) all intercompany payables Any Liability of the Business owing Company to any Affiliate of the Affiliates Company of the Seller Partiesother Related Person of any Seller; (xv) all liabilities Any Liability arising out of or resulting from the Business owing to Company’s compliance or non-compliance with any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22Applicable Law; (xvi) all liabilities Any Liability to indemnify, reimburse or advance amounts distribute to any present or former officer, director, employee or agent of the Seller Parties Company’s shareholders or their Affiliates (including with respect to otherwise apply all or any breach part of fiduciary obligations the consideration received by any such party)the Company under this Agreement; (xvii) all of the Seller Parties' and their Affiliates Any liabilities or obligations under this Agreement or relating to the Ancillary AgreementsExcluded Assets; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate Any Liability of the Seller Parties Company under this Agreement or in any other agreement, certificate or instrument executed and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior delivered pursuant to the Closing Datethis Agreement.

Assumption of Liabilities. (a) Upon Subject to the terms and subject to the conditions of this Agreement, at and as of the ClosingEffective Time, the Buyer Purchaser shall assume and agree to pay, perform, discharge and satisfy when due in accordance with their terms the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):: (i) Liabilities under any of the liabilities Assigned Contracts accruing, arising out of or relating to the operation of the Station on or periods after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the ClosingEffective Time; (ii) all liabilities recorded any amount which may be payable pursuant to Section 365(b) of the Bankruptcy Code on account of the Balance Sheetassumption and assignment of any Assigned Contract shall be borne 25% by the Purchaser and 75% by the Sellers; (iii) those capital equipment lease obligations of the Business and debt obligations under outstanding promissory notes of the Business identified on Schedule 2.3(a)(iii) (excluding all liabilities amounts which may be payable pursuant to Section 365(b) of the Bankruptcy Code on account of the assumption and assignment of any such capital lease obligations and debt obligations and giving effect to any reduction to any such obligations occurring on or prior to the Effective Time) (the “MSB Liabilities”) (it being expressly understood that the Sellers may renegotiate the terms of or prepay any of the MSB Liabilities on or prior to the Effective Time (including with proceeds of the Purchase Price) so long as the payment terms of the MSB Liabilities after the Effective Time resulting from any such renegotiation or prepayment are no less favorable than those in existence as of the date hereof, and so long as (A) the weighted average interest rate and the weighted average life to maturity of the MSB Liabilities as of the Effective Time do not exceed the weighted average interest rate and the weighted average life to maturity of the MSB Liabilities as of the date hereof and (B) the restructuring of the MSB Liabilities will not require the Purchaser to make any additional cash payments in connection therewith (other than payments in respect of amounts which may be payable pursuant to Section 365(b) of the Bankruptcy Code on account of the assumption and assignment of any such capital lease or debt obligation in accordance with Section 2.3(a)(ii) hereof) other than with respect to the principal of, or interest on, such Liabilities which comply with the requirements of clause (A) above); (iv) any Liabilities for accrued vacation with respect to Eligible Employees who are hired by the Purchaser at the Effective Time or within 30 days following the Closing Date; (v) except for any items specifically excluded pursuant to Section 2.4 (iii) hereof, any unpaid post-Petition Date accounts payable and accrued expenses) of the Sellers incurred by the Business subsequent to the Balance Sheet date in the ordinary course of business in an amount not to exceed $1,200,000 in the aggregate designated by the Sellers, up to $1,000,000 of which will relate to the Business consistent with past practice; (iv) subject and up to Section 5.6, all liabilities $200,000 of which may relate to any expense of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereofSellers; and (vi) all liabilities with respect any Liabilities covered by warranties assigned to the Transferred Employees to be assumed by the Buyer or its Affiliates Purchaser pursuant to Section 6.2 hereof, if any2.1(i) of this Agreement. All of (The Liabilities described in the foregoing in this Section 2.3(aclauses (i), (ii), (iii), (iv), (v) to be assumed by the Buyer hereunder and (vi) are referred to collectively defined herein as the “Assumed Liabilities”).” (b) Except for From the Assumed Liabilitiesdate hereof through the Closing Date, the Buyer Sellers shall not assume use reasonable best efforts to obtain settlements or be obligated to pay, perform, or otherwise discharge stipulations (but without any liability or obligation of the any Seller Parties or their Affiliatesto pay any amount in respect of such settlements, and the Seller Parties and their Affiliates, except as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary specified in Section 2.3(a)) hereof) with any party that objects to the assumption and assignment of an Assigned Contract or any related cure amount. Notwithstanding any provision contained herein to the contrary, none of from and after the following shall be “Assumed Liabilities” for purposes of this Agreement: date hereof through the Closing Date: (i) all liabilities the Sellers will not reject, without the prior consent of the Purchaser, any Executory Contract other than (A) those Executory Contracts which are currently subject to motions pending before the Bankruptcy Court as of the date hereof and (B) Contracts that do not primarily relate to the Business or the Purchased Assets; are Excluded Assets and (ii) all liabilities arising out of the operation of Sellers will consult with the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance Purchaser with any Law by the Seller Parties or their Affiliates; (viii) all liabilities respect to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliatesrestructuring of, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior and negotiations with respect to the Closing Date; (ix) all liabilities (x) arising out amount of any Contract that is not an Assumed Contract or (y) relating cure costs to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or be paid in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2of, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates Assigned Contract (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xiiAssigned Contract described in Section 2.3(a)(iii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such partyhereof); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

Assumption of Liabilities. (a) Upon the terms From and subject to the conditions of this Agreement, as of after the Closing, the Buyer shall assume and the following obligations Buyer hereby agrees to pay, perform and liabilities discharge when due (a) trade payables of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities Companies arising out of or relating to the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of business in an amount not to exceed $50,000 except that this amount shall not include printers' invoices for books shipped after December 20, 1996, provided, however, that the Business consistent with past practice; aggregate liability for such printer's invoices does not exceed Thirty Thousand Dollars (iv$30,000), (b) subject to Section 5.6, all liabilities direct marketing mailing expenses of the Seller Parties under Companies for mailings entering the Assumed Contracts postal system after December 20, 1996, including paid for items designed for end of year mailing as set forth on Schedule 2.4(b) which are expected to be performed afterapproximately Ninety-Five Thousand Dollars ($95,000) but in no event shall exceed One Hundred Thousand Dollars ($100,000), (c) all obligations of the Companies arising pursuant to the terms of Contracts referred to in Schedule 5.16 (other than liabilities relating to any breach or default of any Contract prior to the Closing Date), and (d) all obligations of the Buyer arising after the Closing Date (collectively, the "Assumed Liabilities"). Anything in this Agreement to the contrary notwithstanding, the Sellers shall be responsible for all of the liabilities and obligations not hereby expressly assumed by Buyer and Buyer shall not assume, or in respect any way be liable or responsible for, any liabilities or obligations of periods the Sellers except as specifically provided by this Section 2.4 (the "Excluded Liabilities"). Without limiting the generality of the foregoing, Buyer shall not assume any of the following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing);: (va) all liabilities for Taxes that any liability or obligation under Contracts or Plans and other agreements to which the Companies are the responsibility a party or by or to which it or any of the Buyer its assets, properties or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer rights are bound or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder subject which are referred to herein as the “Assumed Liabilities.”not reflected on Schedule 5.16; (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all Sellers arising out of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the conduct of the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date, or (ii) any liability or obligation of the Sellers to any employees of the Companies, or, (iii) except with respect to liabilities and obligations under the Contracts assumed by Buyer pursuant to this Section 2.4 hereof, agents or contractors; (ixc) all liabilities any liability or obligation of the Companies owing to any shareholder, subsidiary or Affiliate of the Companies; (xd) any liability or obligation of the Sellers arising out of or in connection with the preparation of this Agreement and the consummation and performance of the transactions contemplated by this Agreement, including, but not limited to, (i) any Contract that is not an Assumed Contract tax liability so arising, or (yii) relating any liability to any breach, default or non-performance prior to Closing by which any of the Seller Parties parties may become subject as a result of the fact that the transactions contemplated by this Agreement are being effected, at the request of Sellers, without compliance with the provisions of any bulk sales act or their Affiliates under any Assumed Contractsimilar statute as enacted in any jurisdiction; (xe) all liabilities any liability or obligation of the Business pursuant toCompanies under any Lease; (f) any liabilities arising under Environmental Law attributable to or incurred as a result of any acts, underomissions, or in respect of any Environmental Law arising from or related conditions prior to any action, event, circumstance or condition occurring or existing prior the Closing Date, including, but not limited to, liabilities for the treatment, storage or disposal of hazardous materials; (xig) other than as set forth in Section 6.2, any liability for Taxes imposed on any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary AgreementsSellers; and (xviiih) all liabilities any royalty payments relating to any sales made on or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Purchaser agrees to assume and to pay, discharge or perform when due, and shall assume pursuant to the Xxxx of Sale, Assignment and Assumption Agreements, the following Liabilities relating to the Transferred Assets (the “Assumed Liabilities”); provided that “Assumed Liabilities” shall not include any such Liability to the extent Seller or any of its Affiliates is responsible pursuant to the terms of this Agreement or any Other Transaction Document: (i) all obligations or Liabilities (including for occupational health hazards that arise out of conditions or circumstances that first occur or commence after the Closing) arising from or relating (other than obligations and Liabilities that arise directly as a result of the Closing, the Buyer which shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to the ownership or operation of the Station on or Transferred Assets from and after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on Liabilities of Seller or any of its Subsidiaries (including the Balance SheetSelling Subsidiaries) under any Permit constituting a Transferred Asset to the extent arising from and after the Closing (other than (x) any noncompliance arising from any Permit or Permit application errors at or prior to Closing or (y) obligations and Liabilities that arise directly as a result of the Closing, each of which shall constitute an Excluded Liability); (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent any Taxes imposed with respect to the Balance Sheet date in Transferred Assets that are attributable to a Post-Closing Tax Period (subject to the ordinary course terms, as applicable, of the Business consistent with past practiceOther Transaction Documents); (iv) subject any Transfer Taxes to be paid by Purchaser pursuant to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing)7.01; (v) all liabilities for Taxes that are Liabilities relating to the responsibility employment or termination of employment of any SMR Employee by Purchaser or an Affiliate thereof from and after the Buyer Hire Date (including any such liability imposed by a Governmental Authority), other than any Liabilities arising under or its Affiliates pursuant to Section 6.1 hereofin respect of any CBA (the “Assumed Employee Liabilities”); and (vi) all liabilities obligations, liabilities, commitments, responsibilities, expenses or damages arising with respect to any Environmental Claim or under any Environmental Law to the extent arising from Purchaser’s operation of the Transferred Employees to be assumed by Assets from and after the Buyer Closing, but excluding any such obligations, liabilities, commitments, responsibilities, expenses or its Affiliates pursuant to Section 6.2 hereof, if any. All of damages arising from the foregoing in this Section 2.3(a) to be assumed by Transition Services provided under the Buyer hereunder are referred to herein as the “Assumed LiabilitiesTransition Services Agreement.” (b) Except for the Assumed LiabilitiesPurchaser has not agreed to pay or discharge, the Buyer shall not be required to assume or be obligated to payresponsible for, perform, or otherwise discharge and shall not have any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoeverobligation, direct or indirect, known or unknown, absolute or contingent contingent, of any nature, of Seller, any of its Affiliates (herein referred including any Selling Subsidiary), or any other Person or relating to as the Transferred Assets, the assumption of which by Purchaser is not expressly provided for in this Agreement. Without limiting the foregoing, Purchaser shall not assume under this Agreement, there shall be excluded from the Assumed Liabilities and Seller and its Subsidiaries shall retain responsibility for, pay and discharge, the following (the “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement:): (i) all liabilities that do not primarily relate obligations of Seller or any Affiliate of Seller to the Business Seller or the Purchased Assetsany Affiliate of Seller; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (iii) any Transfer Taxes to be paid by Seller pursuant to Section 7.01; (iv) other than the Assumed Employees Liabilities, all Liabilities (x) relating to the employment prior to the Hire Date or termination of employment of any employees, former employees or independent contractors of Seller or any of its Affiliates, (y) related to any Seller Plan or (z) arising from or in respect of any CBA, in each case, whenever arising, including any Liability imposed on Purchaser or an Affiliate thereof by a Governmental Authority or any other Person or resulting from successor liability or similar concepts; (v) all obligations, liabilities, commitments, responsibilities, expenses or damages arising with respect to any Environmental Claim or under any Environmental Law, to the extent arising directly as a result of or prior to the Closing; (vi) all obligations or liabilities for Seller Expenses;(other than those covered in Section 2.02(b)(v)) to the extent arising, whether before, on or after, the Closing Date, out of, or in connection with, the Excluded Assets; and (vii) all obligations or liabilities arising from out of the operation or solely related to any noncompliance with any Law by ownership of the Seller Parties or their Affiliates; (viii) all liabilities Transferred Assets, to the extent arising from directly as a result of or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing DateClosing.

Assumption of Liabilities. At the Closing, Buyer shall assume, and Buyer hereby agrees to thereafter pay, perform and discharge when due, and indemnify, defend and hold harmless the Sellers, their Affiliates and all of their respective Related Persons from and against, all of, and only of, the following liabilities (the “Assumed Liabilities”): (a) Upon all post-petition ordinary course liabilities and obligations in an amount not to exceed $[200,000] for the terms accounts payable set forth on Schedule 1.3(a) (as such schedule may be updated jointly by Buyer and subject the Sellers prior to the conditions Closing), except for Sellers’ breaches or violations of this Agreement, as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties law related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities):thereto; (ib) the all liabilities and obligations arising out of or relating the Assumed Contracts and all cure costs required to the operation be paid pursuant to section 365 of the Station Bankruptcy Code in connection with the assumption and assignment of the Assumed Contracts (the “Cure Costs”), provided that such Cure Costs shall be a dollar for dollar reduction in the cash portion of the Purchase Price; (c) all liabilities and obligations arising from facts, events or circumstances occurring on or after the Closing Date relating to or arising out of the Acquired Assets, the Assumed Liabilities or the owning or holding Business; (d) all liabilities and obligations arising from the severance of any employee of any of the Purchased Assets Sellers arising on or after the ClosingEffective Date provided that the Buyer's aggregate liability with respect to such severance obligations incurred prior to the Closing Date shall not exceed $100,000; (e) all existing reservations of Members accepting NewAmended and Restated Membership ContractsAgreements with respect to those Properties included in the Acquired Assets and, to the extent possible upon Buyer's commercially reasonable efforts in good faith to accommodate such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods followingrequests, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility existing reservations of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities Members accepting NewAmended and Restated Membership ContractsAgreements with respect to those properties not included in the Transferred Employees Acquired Assets that can be transferred to be assumed other properties owned or leased by the Buyer or its Affiliates pursuant to Section 6.2 hereofwhich the Buyer has access through Ultimate Resort, if any. All LLC; and ; (f) all existing reservations of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.”Sellers' members for travel through (bg) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyerf) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) NewAmended and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or Restated Membership ContractsAgreements relating to the WARN Act period from and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

Assumption of Liabilities. (a) Upon Except as specifically provided herein, Buyer is not assuming, or becoming responsible for, any liabilities, obligations or debts of Seller and, except as set forth herein, Seller shall remain liable for all of its liabilities, obligations and debts. On the terms and subject to the conditions of this Agreement, as Buyer is hereby assuming the following liabilities of the ClosingSeller (collectively, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded "Assumed Liabilities"): (i) any Liabilities to be paid or performed after the liabilities arising Closing Date that arise from or out of the performance or relating non-performance by Buyer after the Closing Date of any Contracts included in the Assets and as set forth in Sections 2.1(a)(iv) or 2.1(a)(v) of the Disclosure Schedule hereto or entered into after the date hereof in accordance with the terms hereof, including under any such extended warranty, customer support, upgrade or product delivery contracts for Sales Inventory, but not including (1) any liability, obligation or commitment of Seller for any breach thereof by Seller or a predecessor-in-interest occurring prior to the operation of the Station Closing Date or on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities Date solely with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of Seller or such predecessor-in-interest arising under any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising such contract prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y2) relating to the termination by the Seller Parties or their Affiliates liabilities as of the Employees and independent contractors Closing Date of the Seller Parties or their Affiliates other than liabilities relating type required by GAAP to be reflected on the termination Closing Statement for future performance of Transferred Employees if such termination occurred after obligations in excess of the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) amount with respect to any group health plan of any of thereto as reflected on the Seller Parties or their Affiliates; Closing Statement (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such partyfinally determined); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviiiii) all the accounts payable, customer deposits, deferred revenue and accrued liabilities or obligations under listed on Section 2.2(d)(ii) of the Disclosure Schedule, but not including any Contract between such liability to the extent that (A) it exceeds the amount with respect thereto set forth on the Closing Statement (as finally determined) and (B) it evidences any Seller Party or any Affiliate intercompany obligation of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Dateits subsidiaries.

Assumption of Liabilities. At the Closing, Purchaser shall assume (a) Upon all Liabilities first arising on or after the terms and subject Effective Date relating to the conditions of this Agreement, as Election Business or the Purchased Assets; (b) all accounts payable of the Closing, the Buyer shall assume the following obligations and Election Business; (c) all accrued liabilities of the Election Business including, but not limited to, accrued liability for billxxxx xx excess of the amount earned according to percentage of completion accounting on all Assigned Contracts and properly accrued ad valorem property taxes; (d) all Liabilities and costs, including accrued liabilities for vacation pay, accrued but unpaid salary, bonuses, commissions, employment-related taxes and the like, of Seller Parties related to or with respect to Seller's Employees, other than costs, liabilities or expenses of Seller associated with Seller's Employee Benefit Plans or any of Seller's Liabilities to Employees governed by any workers compensation or similar laws; (e) all Liabilities under the [ ] Agreements whether arising before, on or after the Closing Date; and (f) subject to Section 2.4, all Liabilities relating to the BusinessAssigned Contracts and the Restricted Interests (collectively, whether direct or indirectthe "Assumed Liabilities"); provided, known or unknown (except however, the Assumed Liabilities shall not include any Retained Liabilities. The foregoing notwithstanding, in lieu of paying directly any Liabilities relating to the extent such obligations Berkeley Facility, Purchaser may, at its option, reimburse Seller for all expenses paid by Seller that would otherwise be assumed by Purchaser pursuant to this Section 2.5. The parties acknowledge and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or agree that responsibility for Liabilities relating to the operation of the Station on or Berkeley Facility first arising after the Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date shall be as provided in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, Sequoia Agreement and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Operating Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.

Assumption of Liabilities. 2.9.1. At the Closing (unless there shall have occurred the Preliminary Payment Date, in which case the provisions of Section 2.9.3 shall apply, Buyer shall assume, pay, perform, discharge and indemnify and hold Seller harmless from and against (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume the following obligations and liabilities of the Seller Parties related to the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities all Liabilities arising out of or relating to the operation of the Station events occurring on or after the Closing Date related to the businesses or the owning or holding operations of the Purchased Assets Stations or Buyer's ownership of the Assets, (b) all Liabilities arising out of events occurring on or after the Closing, to the extent such liabilities arise after the Closing and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable and accrued expenses) incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities Date with respect to the Transferred Employees FCC Licenses, (c) all Liabilities arising on or after the Closing Date under the Station Contracts (including, without limitation, Trade-out Agreements) pursuant to their terms (except for Liabilities for any breaches thereunder by Seller occurring prior to the Closing Date), (d) all Liabilities for which there is a downward adjustment to the Base Purchase Price in connection with the calculation of the Proration Amount, and (e) all Liabilities of Seller to employees of the Stations to be assumed by Buyer in accordance with Section 8.4 hereof. 2.9.2. If Seller shall have received the Preliminary Payment, Buyer shall, at the Closing for the Stations, assume, pay, perform, discharge and indemnify and hold Seller harmless from and against (a) all Liabilities arising out of events occurring on or its Affiliates after the Preliminary Payment Date related to the businesses or operations of the Stations or the ownership of the Assets related to the Stations, (b) all Liabilities arising out of events occurring on or after the Preliminary Payment Date with respect to FCC Licenses attributable to the Stations, (c) all Liabilities arising on or after the Preliminary Payment Date under the Station Contracts (including, without limitation, Trade-out Agreements) pursuant to Section 6.2 hereoftheir terms (except for Liabilities for any breaches thereunder by Sellers occurring prior to the Preliminary Payment Date), if any. All (d) all Liabilities for which there is or would be a downward adjustment to the Preliminary Payment in connection with the calculation of the foregoing in this Section 2.3(aProration Amount for the Stations, and (e) all Liabilities of Seller to employees of the Stations to be assumed by Buyer in accordance with Section 8.4 hereof (the Buyer hereunder are referred to herein as Liabilities described in Sections 2.9.1, and 2.9.2, collectively, the “"Assumed Liabilities").” (b) 2.9.3. Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations assumes no other Liabilities of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Datedescription.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of each Purchaser agrees, effective at the Closing, the Buyer shall to assume and to satisfy and discharge when due the following obligations and liabilities Liabilities of Seller (all of such Liabilities other than the Seller Parties related Excluded Liabilities being herein collectively referred to as the Business, whether direct or indirect, known or unknown (except to the extent such obligations and liabilities constitute Excluded “Assumed Liabilities”): (ia) the liabilities arising out all Liabilities in respect of Products Exploited by or relating to the operation on behalf of the Station on or after the Closing or the owning or holding of the Purchased Assets Purchasers on or after the Closing, including Liabilities in respect of returns, rebates and chargebacks of Products and, to the extent such liabilities arise attributable to the period after the Closing and do not relate Date, payment of user fees due for the Products under the Prescription Drug User Fee Act, as amended, as further detailed in the Transition Services Agreement; (b) all Liabilities for Taxes relating to the operation of the Station or the owning or holding of the Purchased Assets prior or the Products with respect to the Closinga Post-Closing Tax Period allocated in accordance with Section 8.7(b); (iic) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable Liabilities for materials and accrued expenses) incurred by the Business subsequent services relating to the Balance Sheet date Purchased Assets contracted for by Seller in the ordinary course of the Business consistent with past practice; (iv) subject to Section 5.6, all liabilities of the Seller Parties under the Assumed Contracts to be performed after, or in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged business prior to the Closing), but not delivered or supplied until after the Closing, and all Liabilities to customers under the Purchase Orders; (vd) all liabilities for Taxes Liabilities under Assumed Contracts, other than any Liability to the extent arising out of, or resulting from, (i) Liabilities incurred at or prior to Closing, (ii) any event, state of facts, occurrence, circumstance, development or change that are arose or existed prior to Closing or (iii) services performed or Products sold under Assumed Contracts prior to the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereofClosing; and (vie) all liabilities with respect to the Transferred Employees to be assumed by the Buyer other Liabilities arising on or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before after the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from out of, or related to any Proceedings against the Seller Parties or their Affiliatesrelating to, the Business or the Purchased Assets pending as or the Products. Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Secretary of the Closing or based upon any action, event, circumstance or condition arising prior Commission pursuant to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating Registrant’s application requesting confidential treatment pursuant to any breach, default or non-performance prior to Closing by any Rule 24b-2 of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities Securities Exchange Act of the Business pursuant to1934, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Dateamended.

Assumption of Liabilities. Subject to the terms and conditions set forth herein, at the Closing, Purchaser shall cause the Acquiring Entities to assume and agree to pay and discharge when due solely the following liabilities and obligations of Sellers (collectively, the "Assumed Liabilities"): (a) Upon Liabilities and obligations of each Seller under Included Contracts (i) that by the terms and subject to the conditions of this Agreementsuch Included Contracts, as of arise after the Closing, relate to periods following the Buyer shall assume Closing and are to be observed, paid, discharged, or performed as the following obligations and liabilities of case may be, at any time after the Seller Parties related to the Business, whether direct or indirect, known or unknown Closing and/or (except ii) to the extent such Liabilities and obligations (A) did not arise from a breach or default with respect to an Included Contract prior to Closing, (B) are not required to be accrued under GAAP, (C) were incurred in the ordinary course of business consistent with past practice, (D) do not, together with Liabilities and liabilities constitute Excluded Liabilities):obligations assumed pursuant to Section 2.3(b), exceed $10,000 in the aggregate and (E) are taken into account in determining the Final EBIT Amount with respect to either 2004 or 2005; (ib) the liabilities Liabilities and obligations arising out of or relating to the operation of the Station on or after the services provided by Sellers prior to Closing or the owning or holding of the Purchased Assets on or after the Closing, to the extent such liabilities Liabilities and obligations (A) did not arise after the Closing and do not relate from a breach or default with respect to the operation of the Station or the owning or holding of the Purchased Assets an Included Contract prior to the Closing; , (iiB) all liabilities recorded on the Balance Sheet; are not required to be accrued under GAAP, (iiiC) all liabilities (including accounts payable and accrued expenses) were incurred by the Business subsequent to the Balance Sheet date in the ordinary course of the Business business consistent with past practice, (D) do not, together with Liabilities and obligations assumed pursuant to clause (ii) of Section 2.3(a), exceed $10,000 in the aggregate and (E) are taken into account in determining the Final EBIT Amount with respect to either 2004 or 2005; (ivc) subject to Section 5.6Liabilities and obligations of each Seller set forth on the Final Closing Working Capital Statement, all liabilities other than Liabilities and obligations arising outside the ordinary course of business after the Seller Parties under the Assumed Contracts to be performed after, or in respect date of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing); (v) all liabilities for Taxes that are the responsibility of the Buyer or its Affiliates pursuant to Section 6.1 hereofthis Agreement; and (vid) all liabilities with respect to the Transferred Employees to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities Liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of the following shall be “Excluded Liabilities” for purposes of this Agreement, and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) all liabilities that do not primarily relate to the Business or the Purchased Assets; (ii) all liabilities arising out of the operation of the Station before the Closing, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties Purchasers or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities pursuant to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary Agreements; and (xviii) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior to the Closing Date.Article X.

Assumption of Liabilities. (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing, the Buyer shall assume the following obligations and liabilities no liability or obligation of any of the Seller Parties related to the Business, whether direct or indirect, known or unknown (Sellers except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) the liabilities arising out of or relating to and obligations set forth in this Section 1.3 (the operation of the Station on or after the Closing or the owning or holding of the Purchased Assets on or after the Closing“Assumed Liabilities”), to the extent such liabilities arise after the Closing which Buyer shall thereafter assume and do not relate to the operation of the Station or the owning or holding of the Purchased Assets prior to the Closing; (ii) all liabilities recorded on the Balance Sheet; (iii) all liabilities (including accounts payable pay, perform and accrued expenses) incurred by the Business subsequent to the Balance Sheet date discharge in the ordinary course of business, subject to any defenses or claimed offsets asserted in good faith against the obligee to whom such liabilities or obligations are owed: (a) all liabilities and obligations with respect to trade accounts payable arising after the Petition Date in connection with the operation of the Business consistent with past practice(other than operations that relate to the Excluded Assets) or the operation of the Acquired Assets and in existence on the Closing Date (the “Accounts Payable”) but excluding any and all such Accounts Payable owing to Cable and Wireless plc or any of its Affiliates; (ivb) subject to Section 5.6, all liabilities and obligations of the Seller Parties Sellers under the Assumed Contracts to be performed after, or Permits included in respect of periods following, the Closing (except to the extent that such liabilities were required by the terms thereof to be discharged prior to the Closing)Acquired Assets; (vc) all liabilities for Taxes that are the responsibility and obligations of the Buyer or its Affiliates pursuant to Section 6.1 hereof; and (vi) all liabilities with respect to the Transferred Employees Sellers to be assumed by the Buyer or its Affiliates pursuant to Section 6.2 hereof, if any. All of the foregoing in this Section 2.3(a) to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.”Article 9; (bd) Except for the Assumed Liabilities, the Buyer shall not assume or be obligated to pay, perform, or otherwise discharge any liability or obligation 50% of the Seller Parties or their Affiliates, and the Seller Parties and their Affiliates, as applicable, shall solely retain, pay, perform, defend and discharge (without recourse to Buyer) all of their liabilities and obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent (herein referred to as “Excluded Liabilities”). All of Sellers for Transaction Taxes payable in connection with the following shall be “Excluded Liabilities” for purposes of transactions contemplated by this Agreement, and notwithstanding anything subject to a maximum liability of Buyer of $500,000 less any amounts by which cure costs actually paid by the contrary in Buyer under Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement:7.4 hereof exceed $4,500,000; (ie) all liabilities and obligations relating to Buyer’s ownership of the Acquired Assets or that do not primarily arise as a result of Buyer’s operation of the Business other than Taxes that relate to the Business or the Purchased Assets; (ii) all liabilities arising out of Acquired Assets for the operation of periods through the Station before the ClosingAdjustment Date, or the owning or holding of the Purchased Assets before the Closing (excluding any liability expressly assumed by the Buyer under Section 2.3(a)); (iii) all liabilities arising out of the operation, owning or holding of the Excluded Assets; (iv) all liabilities for Indebtedness of the Seller Parties or their Affiliates; (v) all liabilities for Excluded Taxes; (vi) all liabilities for Seller Expenses; (vii) all liabilities arising from or solely related to any noncompliance with any Law by the Seller Parties or their Affiliates; (viii) all liabilities to the extent arising from or related to any Proceedings against the Seller Parties or their Affiliates, the Business or the Purchased Assets pending as of the Closing or based upon any action, event, circumstance or condition arising prior to the Closing Date; (ix) all liabilities (x) arising out of any Contract that is not an Assumed Contract or (y) relating to any breach, default or non-performance prior to Closing by any of the Seller Parties or their Affiliates under any Assumed Contract; (x) all liabilities of the Business pursuant to, under, or in respect of any Environmental Law arising from or related to any action, event, circumstance or condition occurring or existing prior the Closing Date; (xi) other than as set forth in Section 6.2, any of the liabilities under the pension, profit sharing, welfare or employee benefit agreements, plans or arrangements of the Seller Parties or their Affiliates (including, without limitation, all Employee Plans) and any assets of any such agreement, plan or arrangement; (xii) all liabilities (x) of the Seller Parties or their Affiliates under or but including Taxes relating to the WARN Act and any similar state statutes and Laws, or (y) relating to the termination by the Seller Parties or their Affiliates of the Employees and independent contractors of the Seller Parties or their Affiliates other than liabilities relating to the termination of Transferred Employees if such termination occurred Acquired Assets for periods after the date of transfer; (xiii) all liabilities under Code Section 4980B or Sections 601-608 of ERISA or other applicable Laws for any employee or independent contractor (and their dependents) with respect to any group health plan of any of the Seller Parties or their Affiliates; (xiv) all intercompany payables of the Business owing to any of the Affiliates of the Seller Parties; (xv) all liabilities of the Business owing to any Related Parties of the Seller Parties or any of their Affiliates except as set forth on Schedule 3.22; (xvi) all liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of the Seller Parties or their Affiliates (including with respect to any breach of fiduciary obligations by any such party); (xvii) all of the Seller Parties' and their Affiliates liabilities or obligations under this Agreement or the Ancillary AgreementsAdjustment Date; and (xviiif) all liabilities or obligations under any Contract between any Seller Party or any Affiliate of leases included in the Seller Parties and the FCC, or any fines or sanctions imposed by the FCC resulting from the operation of the Station prior Acquired Assets pursuant to the Closing DateSection 1.1(e).