Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property, excluding any duty, responsibility, obligation or liability arising from or relating to (A) the Real Property or (B) in whole or in part with respect to an Environmental Condition migrating to or from the Real Property, if any claim, demand or proceeding, or any notice of the foregoing arising from or relating to (A) or (B) of this Section 2.2(a)(ii) is made or commenced prior to the Closing or if any such duty, obligation or liability relates to a period prior to the Closing; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed ContractsLoans; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee solely in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (viv) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at Simultaneously with the Closing, the Purchaser or an Affiliate of Purchaser shall assumeassume and be liable for, and shall pay, perform and discharge discharge, when due, and no other Liabilities: (i) all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or Liabilities arising after the Closing Date under the Transferred Contracts but only to the extent that such Liabilities thereunder do not relate to any failure to perform, improper performance, or other breach, default or violation of any such Transferred Contract by Seller or any Affiliate of Seller prior to the Closing; (ii) all Liabilities arising from the conduct of the Business or the Transfer Date ownership of the Transferred Assets by Purchaser or any Affiliate of Purchaser following the Closing, including without limitation the design, manufacture, import, sale or offer for sale of any products by the Purchaser or any Affiliate of Purchaser irrespective of when such products were designed, manufactured, imported or offered for sale; and (iii) all Liabilities of the Purchaser incurred in accordance with respect this Agreement, including, without limitation, those set forth on Part 1.4(a) of the Disclosure Letter (the Liabilities described in clauses “(i)”, “(ii)”, and “(iii)” of this sentence being collectively referred to a Transferred Employee), with respect to the following (collectively, as the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to Section 1.4(a), the contrary in this Agreement, Purchaser shall not assume and shall not be responsible to pay, perform or be bound by discharge any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, Liabilities of Seller or any of its Affiliates, Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (i) any and all Liabilities to the extent arising from, or as otherwise expressly assumed hereunder incurred in connection with, the Excluded Assets; (ii) any and all duties, responsibilities, obligations and liabilities Liabilities of Seller or any of its AffiliatesAffiliates for Seller Transaction Expenses (as defined in Section 10.5(b) below); (iii) any and all Liabilities of Seller or any of its Affiliates listed on Part 1.4(b) of the Disclosure Letter; (iv) all Liabilities arising from the conduct of the Business or the ownership of the Transferred Assets on and prior to the Closing Date including, other than without limitation, all Liabilities associated with administering and honoring all repair and replacement warranties, returns and similar obligations related to the products and services of the Business sold on or prior to the Closing Date or such services provided on or prior to the Closing Date; provided that, with respect to products sold or services performed prior to the Closing, Purchaser will administer and honor all such warranties, returns and similar obligations on behalf of Seller and any Affiliate of Seller; (v) any Liability for (x) Taxes of Seller or any Affiliate of Seller or relating to the Transferred Assets or the Assumed Liabilities for any Pre-Closing Period, (y) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to Section 1.6 or (z) other Taxes of Seller or any Affiliate of Seller of any kind or description (including any Liability for Taxes of Seller or any Affiliate of Seller that becomes a Liability of Purchaser or any Affiliate of Purchaser under any common Legal Requirement doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Legal Requirement, except current real estate and personal property taxes with respect to the Business or the Transferred Assets to the extent such Taxes relate to a Post-Closing Period); (vi) subject to Part 1.4(a) of the Disclosure Letter, any Liabilities of Seller or any Affiliate of the Seller for any Pre-Closing Period relating to present or former employees, officers, directors, retirees, independent contractors or consultants of Seller or any Affiliate of Seller, including, without limitation, any Liabilities associated with any claims for wages or other obligations expressly assumed hereunderbenefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (vii) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Seller or any Affiliate of Seller, including, with respect to any breach of fiduciary obligations; (viii) any Liabilities associated with debt, loan or credit facilities of the “Excluded Liabilities”)Seller and/or any Affiliate of Seller; and (ix) any Liabilities arising out of, in respect of or in connection with the failure by Seller or any of its Affiliates to comply with any Legal Requirement or Order.

Assumption of Liabilities. (a) Subject Upon the terms and subject to the conditions set forth in this Agreement, the Interim Services Agreement and the Xxxx of Sale, subject to Section 3.01(b), Section 8.05 and the terms and conditions set forth in this the Supply Agreement, at and excluding any Liabilities represented, warranted or disclosed by EPI under Article VI (other than with respect to obligations under the Assumed Contracts), as of the Closing, Purchaser shall the Acquiror agrees to assume, paysatisfy, perform perform, pay and discharge all duties, responsibilities, obligations or liabilities each of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following Liabilities (collectively, the “Assumed Liabilities”): (i) all Liabilities of EPI or any of its Affiliates solely arising out of any product liability, patent infringement, breach of warranty or similar claim for injury to person or property which resulted from the Depositsuse or misuse of Products sold directly by the Acquiror (or its Affiliates, sublicensees and marketing, promotion or distribution partners) at any time after the Closing (including Deposits in IRAs and Xxxxx Accounts all Actions or Proceedings relating to the extent contemplated by Section 2.4any such Liabilities); (ii) all Liabilities of EPI or any of its Affiliates under the Personal PropertyAssumed Contracts, Branch Leasessubject to the terms and conditions set forth in the Assignment and Assumption Agreement, Tenant Leasesbut only to the extent that such Liabilities arise from any event, Tenant Security Deposits and circumstance or condition occurring after the Owned Real PropertyClosing; (iii) all Liabilities of EPI or any of its Affiliates solely arising out of government seizures, field corrections, withdrawals or recalls of Products to the Safe Deposit Agreements;extent that such Products were sold directly by the Acquiror (or its Affiliates, sublicensees and marketing, promotion or distribution partners) at any time after the Closing; Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets [ ] and an asterisk*, have been separately filed with the Commission. (iv) subject to clause ”(i)” above, all liabilities of EPI or any of its Affiliates with respect to any litigation or other claims solely arising out of or relating to the Equipment Leases and conduct of the Assumed ContractsBusiness by the Acquiror or its Affiliates after the Closing; (v) all Liabilities of EPI or any member of any affiliated group of which EPI is a member for Taxes solely arising out of or relating to the LoansPurchased Assets (including the Products) (to the extent arising out of any event, and circumstance or condition occurring after the servicing Closing), the ownership, research, development, sale or lease of any of the Loans pursuant to Section 2.5Purchased Assets by the Acquiror or its Affiliates after the Closing or the operation of the Business by the Acquiror or its Affiliates after the Closing; (vi) liabilities all Liabilities of EPI or any of its Affiliates solely arising out of user or other similar fees payable to the FDA or any Transferred Employee in respect other Governmental or Regulatory Authority to the extent that such fees are due and payable on account of his the operation of the Business by the Acquiror or her employment with Purchaser on or its Affiliates after the Transfer DateClosing (and to the extent that EPI or any of its Affiliates has paid any such fee prior to the Closing, including as set forth in Section 8.7the Acquiror shall promptly reimburse EPI or such Affiliate for such payment or prorated portion thereof); and (vii) liabilities for Taxes of, all other Liabilities of EPI or any of its Affiliates solely arising out of or relating toto the Purchased Assets (including the Products)(to the extent arising out of any event, circumstance or condition occurring after the Closing), the Assetsownership, research, development, sale or lease of any of the Assumed Liabilities Purchased Assets by the Acquiror or its Affiliates after the Closing or the business or operation of the Branches Business by the Acquiror or its Affiliates after the Closing to the extent arising out of any event, circumstance or condition occurring after the Closing. For greater clarity, the parties acknowledge and agree that, notwithstanding anything to the contrary contained in this Section 3.01(a), if any Liabilities that arise from any event, circumstance or condition occurring after the Closing relate to or in any way involve any Products that have been sold, the Acquiror shall only assume those Liabilities arising from those Products sold directly at any time after the Closing by the Acquiror (other than Excluded Taxesor its Affiliates, sublicensees and marketing, promotion or distribution partners), and EPI shall retain all Liabilities arising from those Products sold directly at any time prior to he Closing by EPI (or its Affiliates, sublicensees and marketing, promotion or distribution partners). (b) Notwithstanding anything contained in this Agreement to the contrary in this including Section 3.01(a)) and subject to the terms and conditions of Section 8.05, the Supply Agreement and the Interim Services Agreement, Purchaser EPI shall not assume retain an of the following Liabilities (“Excluded Liabilities”): (i) all accounts payable of EPI and its Affiliates; (ii) all Liabilities of EPI and its Affiliates with respect to the manufacture, processing, packaging, testing, sale or be bound by any duties, responsibilities, obligations or liabilities, holding of any kind inventory or natureof the Products prior to the Closing; Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, knownwhich are marked with brackets [ ] and an asterisk*, unknownhave been separately filed with the Commission. (iii) all Liabilities under the Assumed Contracts, contingent but only to the extent such Liabilities arise from any event, circumstance or otherwisecondition occurring prior to the Closing; (A) all Liabilities for Taxes payable with respect to any business, assets, property or operation of Seller EPI or any member of any affiliated group of which EPI is or has been a member, and (B) all Liabilities for Taxes relating to or arising out of the Purchased Assets (including the Products), the ownership, research, development, sale or lease of any of the Purchased Assets by EPI or the operation of the Business by EPI attributable to any Pre-Closing Tax Period, other than any Transfer Tax for which the Acquiror is responsible pursuant to Section 4.04; (v) all Liabilities of EPI or any of its Affiliates arising out of any product liability, patent infringement, breach of warranty or similar claim for injury to person or property which resulted from the use or misuse of Products sold directly by EPI (or its Affiliates, other than sublicensees and marketing, promotion or distribution partners) at any time prior to the Assumed Closing (including all Actions or Proceedings relating to any such Liabilities); (vi) all Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller EPI or any of its Affiliates arising out of government seizures, field corrections, withdrawals or recalls of Products that are sold directly by EPI (or its Affiliates, other than sublicensees and marketing, promotion or distribution partners) at any time prior to the Assumed Closing; (vii) subject to clause “(v)” above, all Liabilities of EPI or any of its Affiliates with respect to any litigation or other obligations expressly assumed hereunderclaims arising out of or relating to the conduct of the Business by EPI or its Affiliates prior to the Closing, (viii) all Liabilities of EPI or any of its Affiliates arising out of user or other similar fees payable to the FDA or other Governmental or Regulatory Authority to the extent that such fees are due and payable on account of the operation of the Business prior to the Closing (and to the extent the Acquiror or any of its Affiliates has paid any such fee after the Closing, EPI shall promptly reimburse the “Excluded Liabilities”Acquirer or such Affiliate for such payment or prorated portion thereof); and (ix) any other Liability of EPI or any of its Affiliates that is not listed as an Assumed Liability under Section 3.01(a).

Assumption of Liabilities. Effective as of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (ax) Subject each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the terms Assets and conditions set forth in this Agreementthe Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, at warranty or covenant, or for any claims for indemnification contained therein), to the Closingextent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, Purchaser representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts Excluded Liabilities except to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)as provided on Schedule 1.03.

Assumption of Liabilities. (a) Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date, Purchaser AGA and the Seller shall execute and deliver the Assumption Agreement, pursuant to which AGA shall assume, and agree to pay, perform and discharge when due, any and all dutiesdebts, responsibilitiesliabilities and obligations of the Seller, obligations of whatever nature (whether fixed or liabilities contingent, matured or unmatured, arising by Law or by contract or otherwise, on or prior to the Closing Date) other than (i) the Seller’s obligation pursuant to Section 5.20 of the BOC Sale Agreement, (ii) the Retained Product Liabilities, (iii) any obligation of Seller under this Agreement, and (whether accrued, contingent iv) any obligation or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect liability of Seller to the following extent arising out of the Purchase Price Adjustment Claim (collectively, the “Assumed Liabilities”): ). The four types of obligations or liabilities that are retained by Seller under the preceding paragraph, namely (i) the DepositsSeller’s obligation pursuant to Section 5.20 of the BOC Sale Agreement, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal PropertyRetained Product Liabilities, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; any obligation of Seller under this Agreement, and (iv) any obligation or liability of Seller to the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing extent arising out of the Loans pursuant Purchase Price Adjustment Claim are referred to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Retained Liabilities.”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all the duties, responsibilities, obligations or and liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), ) with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Property and Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and; (viivi) liabilities for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branches, other than Excluded Taxes, and (b) Purchaser’s portion of any Transfer Taxes pursuant to the terms of Section 8.2; and (vii) the current operating liabilities relating to the banking operations of Seller set forth on Schedule 2.2(a). (b) Notwithstanding anything to Other than the contrary in this AgreementAssumed Liabilities expressly assumed hereunder, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, including those of Parent, Seller or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller that occurred, or any of its Affiliatesare alleged to have occurred, other than prior to the Assumed Liabilities Closing Date (or as otherwise expressly assumed hereunder the Transfer Date with respect to Transferred Employees) (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to and upon the terms and conditions set forth in this Agreementcontained herein, at the Closing, Purchaser shall assumeassume and become responsible for all debts, pay, perform liabilities and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) the Sellers relating to be discharged, performed, satisfied or paid on or after the Closing Date (Assets or the Transfer Date with respect to a Transferred Employeeoperation of the Business, whether known or unknown, fixed or contingent, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, other than the Excluded Liabilities (the "Assumed Liabilities"), with respect to the following (collectivelyincluding, the “Assumed Liabilities”):without limitation: (i) all debts, liabilities, and obligations arising from, or related to, (A) (1) the Depositsdevelopment, including Deposits manufacture, advertising, marketing, distribution, sale, or use (including, without limitation, any related health effects) of, (2) the exposure to, or (3) warnings regarding cigarettes developed, manufactured, advertised, marketed, distributed or sold by either of the Sellers or any of their Subsidiaries under the Brands ("Transferred Tobacco Matters"), (B) any past, present or future claim alleging any violation of any law, statute, ordinance, rule or regulation related to Transferred Tobacco Matters, including, without limitation, those described in IRAs and Xxxxx Accounts Schedule 2.7, or (C) claims, litigation, proceedings, suits, or actions of any kind, including, without limitation, brought by or before any Governmental Authority relating to the extent contemplated by Section 2.4Transferred Tobacco Matters, violations described in clause (B) above, or any substantially similar subject matter, or substantially similar or related factual or legal allegations or claims (the debts, liabilities and obligations referred to in this clause (i), collectively, the "Transferred Tobacco Liabilities"); (ii) all debts, liabilities, and obligations relating to the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real PropertyTransferred Contracts; (iii) the Safe Deposit Agreementsall debts, liabilities, and obligations to pay wages, salaries, bonuses, severance or retention payments, and payroll Taxes to Transferred Employees; (iv) subject to the Equipment Leases provisions of Section 10.5, all debts, liabilities, and obligations for Taxes (other than payroll Taxes assumed pursuant to subsection (iii) above) arising out of or relating to the operation of the Business or the ownership of the Assets arising or accruing after the Closing Date and the Assumed Contractsobligations and liabilities under the proviso of the first sentence in Section 10.5; (v) subject (with respect to Escrow Obligations arising during the LoansClosing Year) to the provisions of Section 5.7, all debts, liabilities and obligations related to the servicing Business under any Qualifying Statutes, including, but not limited to, any Escrow Obligations, arising or accruing after the Closing Date with respect to sales of cigarettes under the Loans pursuant to Section 2.5Brands; (vi) all debts, liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as and obligations set forth in Section 8.7on Annex E; and (vii) all other debts, liabilities, and obligations reflected as current liabilities for Taxes of, or relating to, in the Assets, the Assumed Liabilities or the business or operation calculation of the Branches (other than Excluded Taxes)Final Net Working Capital of the Business. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to On the terms and subject to the conditions set forth in this Agreement, at Purchaser shall, effective as of the Closing, Purchaser shall assume, assume and agree to pay, discharge and perform in accordance with their terms the following Liabilities of the Seller Group as the same shall exist on the Closing Date and discharge all dutiesirrespective of whether the same shall arise prior to, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)each, with respect to the following (an “Assumed Liability,” and collectively, the “Assumed Liabilities”): (a) subject to Section 2.4, all Liabilities (other than Taxes) arising under the Assigned Contracts, whether incurred or arising prior to, at or after the Closing, and all of the Determined Cure Costs; (b) (i) all Transfer Taxes for which Purchaser is liable pursuant to Section 2.13 and (ii) all Property Taxes for which Purchaser is liable pursuant to Section 7.3(c). (c) (i) all accounts payable of the Deposits, including Deposits in IRAs and Xxxxx Accounts Seller Group to the extent contemplated related to the Business, arising out of or related to the purchase of goods, materials or services in the ordinary course of business by Section 2.4or on behalf of the Seller Group, (ii) all other trade payables of the Seller Group incurred in the ordinary course of business, to the extent related to the Business or the Transferred Assets, and (iii) all other Liabilities included in the calculation of Closing Net Working Capital; (iid) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing all Liabilities arising out of or relating to any of the Loans pursuant Transferred Employees solely to Section 2.5; the extent such Liabilities relate to periods following the Closing (vi) liabilities but in all cases, other than Liabilities related to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7Seller Plans); and (viie) liabilities for Taxes of, all Liabilities arising out of or relating toto any action, the Assetscharge, the Assumed Liabilities claim (including any cross-claim or the business counter-claim), suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or operation of the Branches (other than Excluded Taxesappellate proceeding). (b) Notwithstanding anything , hearing, inquiry, audit, examination or investigation with respect to the contrary in this AgreementBusiness to the extent arising from acts, Purchaser shall not assume omissions or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than events occurring from and after the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)Closing.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in of this Agreement, at the ClosingAcquirer hereby assumes, Purchaser shall assumeand agrees to pay, payhonor, perform and discharge all dutiesas and when due, responsibilities, the following liabilities and obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (ia) liabilities and obligations arising under the Deposits, including Deposits in IRAs and Xxxxx Accounts Assigned Contracts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant such obligations are to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or be performed after the Transfer Date, including as set forth in Section 8.7; (b) product liabilities after the Transfer Date except to the extent arising due to negligence on the part of Seller; (c) liabilities relating to the use of the Purchased Assets following the Closing; and (viid) liabilities for Taxes ofproducts-related accounts payable due after the Transfer Date and other normal course current liabilities, or relating to, all as disclosed in the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything Schedules to the contrary in this Agreement. For the avoidance of doubt, Purchaser shall Acquirer is not assume or be bound by assuming any duties, responsibilitiesliabilities, obligations or liabilities, debt of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliatesnature whatsoever, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereundercollectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, any liabilities of Seller arising or related to (i) the negotiation, preparation and performance of this Agreement, the other transaction documents and the transactions contemplated hereby and thereby, (ii) borrowed money or guarantees by the Seller, (iii) income taxes of Seller, (iv) any litigation of Seller, (v) infringement of the Intellectual Property of others, (vi) any breach or failure to perform any of the Company’s covenants, agreements, representations or warranties contained in any Contract, (vii) any violation of law, (viii) any Seller employee claims or obligations, (ix) any pollution, threat to the environment, discharge of waste and failure to comply with environmental law, and (x) any person or entity seeking to impose on Acquirer any liabilities of Seller by virtue of any theory of successor liability.

Assumption of Liabilities. (a) Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser shall assume, unconditionally assume on the Closing Date and shall unconditionally pay, perform and discharge when due, and Purchaser shall fully and forever indemnify and defend Seller and each Seller Representative, and hold Seller and each Seller Representative harmless, from and against any and all duties, responsibilitiesdebts, obligations and other Liabilities (including reasonable out-of-pocket attorney's and other professional fees, including any related to the enforcement of this Agreement) of whatever kind and nature, primary or liabilities of Seller (secondary, direct or indirect, absolute or contingent, known or unknown, accrued or unaccrued, whether accruedrelating to or arising prior to, contingent or otherwise) to be discharged, performed, satisfied or paid on at or after the Closing Date Closing, in each case, to the extent resulting from, arising out of or relating to the Portfolio (or the Transfer Date except with respect to a Transferred Employeethe Excluded Liabilities (as defined herein), with respect to which Seller is retaining and shall be solely responsible for), including the following (collectively, the “"Assumed Liabilities”"): (ia) all Indebtedness secured by any asset included in the DepositsPortfolio, including Deposits any Liabilities to lenders under or in IRAs connection with the Assumed Loans or the Prepayable Debt; (b) all Liabilities with respect to or otherwise in connection with all pending, threatened or other actions, suits, proceedings, investigations or other claims that relate to the Portfolio or any asset in the Portfolio, at Law, in equity or otherwise, or any tort or other claims relating to or arising from the Portfolio or any asset in the Portfolio or any matter, fact, circumstance or condition relating to the Portfolio or any asset in the Portfolio; (c) all Liabilities relating to or arising from the ownership, operation, possession or management of the Portfolio or any asset in the Portfolio, including (1) accounts payable and Xxxxx Accounts trade obligations and (2) to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.71.1(f) of the Seller Disclosure Letter, inter-company obligations; (d) all Liabilities under or in connection with the leases, agreements, commitments, licenses or other contracts, including any Assigned Contracts, included in the Portfolio or relating to any asset in the Portfolio; (e) all Liabilities for any violation arising in connection with or related to the Portfolio or any asset of the Portfolio under any Law, ordinance, rule or regulation relating to zoning, environmental matters, health, safety or any other matter; (f) all Liabilities relating to the condition of the Portfolio or any asset in the Portfolio or the presence thereon of any Hazardous Materials or otherwise arising under any Environmental Law or constituting an Environmental Claim in relation to the Portfolio or any asset in the Portfolio; (g) all items of income and expense that are assumed by Purchaser pursuant to Section 1.9; and (viih) liabilities for Taxes ofall other Liabilities in any way resulting from, arising out of or relating toto the Portfolio or any asset in or activity resulting from, arising out of or relating to the AssetsPortfolio. Purchaser's obligations under this Section 1.6 shall not be subject to offset or reduction by reason of any actual or alleged breach of any representation, the Assumed Liabilities warranty or the business covenant contained in this Agreement or operation of the Branches (other than Excluded Taxes). (b) any document delivered in connection herewith or any right or alleged right to indemnification hereunder. Notwithstanding anything to the contrary in contained herein, Seller shall assign to Purchaser at the Closing, subject to Purchaser complying with its obligations under this AgreementSection 1.6 to indemnify and defend Seller and each Seller Representative, Purchaser shall not assume or be bound by and hold Seller and each Seller Representative harmless, from and against any dutiesand all Assumed Liabilities, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of all proceeds Seller or any Subsidiary thereof may be entitled to after the date hereof with respect of its Affiliates, other than any insurance policy held at any time prior to the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Closing by Seller or any of its Affiliatessubsidiary thereof with respect to any Portfolio Property to the extent related to an Assumed Liability, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)such assignment to be effected by an instrument mutually acceptable to Purchaser and Seller.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Leases and the Owned Real Property, excluding any duty, responsibility, obligation or liability arising from or relating to (A) the Real Property or (B) in whole or in part with respect to an Environmental Condition migrating to or from the Real Property, if any claim, demand or proceeding, or any notice of the foregoing arising from or relating to (A) or (B) of this Section 2.2(a)(ii) is made or commenced prior to the Closing or if any such duty, obligation or liability relates to a period prior to the Closing; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed ContractsLoans; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee solely in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, including Section 3.4, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date Effective Time (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts Accounts, but excluding Excluded XXX/Xxxxx Account/HSA Deposits to the extent contemplated by Section 2.4; (ii) the Personal Property, the Branch Leases, Tenant Leasesthe Parking Lease, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the LoansLoans (it being understood and agreed that Purchaser is assuming all future funding obligations as of the Effective Time in respect of any Loan), and the servicing of the Loans after the Effective Time pursuant to Section 2.5; (vi) liabilities to in respect of any Transferred Employee in respect arising out of or relating to his or her employment with Purchaser on or after the Transfer Date, including and certain liabilities in respect of Branch Employees as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller or any of its Affiliates, of any kind or nature, known, unknown, contingent or otherwiseotherwise (including, for the avoidance of doubt, any liabilities arising out of the matter disclosed on Section 5.13 of the Seller or Disclosure Schedule and any of its AffiliatesSeller’s obligations arising pursuant to the FDIC Purchase Agreement), other than the Assumed Liabilities (which shall not be deemed to include any obligations of Seller pursuant to the FDIC Purchase Agreement) or as otherwise expressly assumed hereunder set forth herein (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”). For the avoidance of doubt, nothing in this Section 2.2(b) shall limit Purchaser’s obligations under Section 7.5(d).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property, excluding any duty, responsibility, obligation or liability arising from or relating to (A) the Real Property or (B) in whole or in part with respect to an Environmental Condition migrating to or from the Real Property, if any claim, demand or proceeding, or any notice of the foregoing arising from or relating to (A) or (B) of this Section 2.2(a)(ii) is made or commenced prior to the Closing or if any such duty, obligation or liability relates to a period prior to the Closing; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed ContractsLoans; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at At the Closing, Purchaser shall assume, and shall be solely and exclusively liable for, and shall pay, perform and discharge all dutieswhen due, responsibilities, obligations or liabilities the following Liabilities of each Seller (collectively, the "Assumed Liabilities"): (a) all Liabilities of any kind relating to the Purchased Assets which arise out of, or relate to events or occurrences after the Closing Date (except as set forth in the succeeding provisions of this Section 2.3); (b) all Liabilities of any kind and with respect to the Transferred Employees whether accruedincurred before, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employeeother than Liabilities described in Sections 2.4(e), with respect to the following (collectively, the “Assumed Liabilities”): (i2.4(f) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.42.4(g)); (iic) the Personal Propertyall Liabilities of each Seller and its Subsidiaries arising out of or incurred whether before, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Closing Date in respect of the Assumed Contracts (including obligations with respect to any Bonds relating to the Assumed Contracts); provided that Purchaser shall not assume any liability for any Completed Project; (d) all obligations of each Seller with respect to accounts payable of the Business outstanding on the Closing Date, including as set forth ; (e) all obligations of each Seller with respect to accrued expenses of the Business outstanding on the Closing Date (other than those described in Section 8.72.4(e)); (f) any and all Indebtedness of each Seller and its Subsidiaries of the types described in clauses (ii), (iv) and (vi) (which, in the case of clause (vi), shall be limited to such Indebtedness as the same may relate to the Purchased Assets) of such defined term and all obligations under the Bonds; (g) all Liabilities assumed by Purchaser pursuant to Section 5.11; and (viih) liabilities for Taxes ofall Liabilities of each Seller and its Subsidiaries arising in connection with those litigation matters listed on Schedule 2.3(h). Notwithstanding the foregoing, in no event shall Purchaser be obligated to assume, perform or relating tootherwise discharge the following: (i) Liabilities of either Seller to Purchaser under this Agreement which result from misrepresentations or breaches of any warranty by the Sellers under this Agreement; and (ii) Liabilities of either Seller to Purchaser under this Agreement which result from any act performed, the Assetstransaction entered into or state of facts suffered to exist in violation by either Seller of any provision of this Agreement. Further, Purchaser's assumption of the Assumed Liabilities shall in no way be deemed a waiver or release by Purchaser of any rights, at law or in equity, which Purchaser may have against the business or operation of the Branches Sellers (other than Excluded Taxes). (b) Notwithstanding anything but only to the contrary extent provided in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, ) as a result of any kind claim arising out of the breach by the Sellers of any representation, warranty or nature, known, unknown, contingent or otherwise, covenant of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)Sellers under this Agreement.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at At the Closing, Purchaser shall assumeassume and become liable for, and shall pay, perform and discharge as and when due all dutiesof the debts, responsibilitiesliabilities, claims, demands, expenses, commitments and obligations (whether accrued or liabilities not, known or unknown, disclosed or undisclosed, fixed or contingent, asserted or unasserted, liquidated or unliquidated, arising prior to, at or after the Closing) (collectively, "Liabilities") of Seller (whether accruedother than the Excluded Liabilities) which are expressly set forth below in this Section 2.3 (each and all of the foregoing items, contingent the "Assumed Liabilities"): (a) all Liabilities reflected on the Cut-Off Net Assets Statement; (b) all Liabilities of the type reflected on the Signing Net Assets Statement incurred in the ordinary course of business since June 30, 2000; (c) all Liabilities arising from commitments (in the form of accepted purchase orders or otherwise) or outstanding quotations, proposals or bids to purchase or sell, lease or manage Domestic Containers, Trailers and/or Chassis to the extent that such commitment quotation, proposal or bid constitutes an Asset; (d) all Liabilities arising in the ordinary course of business from commitments (in the form of issued purchase orders or otherwise), or outstanding quotations, proposals or bids, to purchase or acquire components, machinery, vehicles, tools, tires, replacement and spare parts, and/or other materials primarily in connection with the Business to the extent that such commitment quotation, proposal or bid constitutes an Asset; (e) all Liabilities under Contracts, Leases and Permits used or held for use primarily in connection with the Business to the extent such Contracts, Leases or Permits are assigned to Purchaser; (f) all Liabilities under Article VII, Article X and Article XI that Purchaser has agreed expressly to assume, pay for or be dischargedresponsible for; (g) all Liabilities of Seller under any guaranties issued, performedgranted or provided primarily in connection with the Business, satisfied or paid which are listed on or after Section 2.3 of the Closing Date Seller Disclosure Schedule; (or h) all Liabilities arising in the Transfer Date ordinary course of business with respect to a Transferred Employee)any condition of or return, with respect warranty or other Liabilities relating to Domestic Containers, Trailers, Chassis and other products or services of the following (collectively, the “Assumed Liabilities”):Business; and (i) all other Liabilities (of the Deposits, including Deposits types not covered by the preceding subsections of this Section 2.3) arising in IRAs and Xxxxx Accounts the ordinary course of business to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or primarily relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller Business or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)Assets.

Assumption of Liabilities. (a) Subject to On the terms and ------------------------- subject to the conditions set forth in this Agreement, at the ClosingPurchaser shall, Purchaser shall by executing and delivering, on the Closing Date, the Assumption Agreement, assume, and agree to pay, perform and discharge when due, all dutiesof the following debts, responsibilities, liabilities and obligations or liabilities of the Seller and its Affiliates (whether accruedfixed or contingent, contingent matured or unmatured, arising by law or by contract or otherwise) to be discharged, performed, satisfied or paid on or after prior to the Closing Date (or thereafter), relating to or arising from the operation of the Business or the Transfer Date with respect to a Transferred Employee)Assets, with respect to other than the following Excluded Liabilities (collectively, the “"Assumed Liabilities”):"): ------------------- (i) all debts, liabilities and obligations reflected on the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4Reference Statement of Net Assets; (ii) all debts, liabilities and obligations arising after the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and date of the Owned Real PropertyReference Statement of Net Assets in the ordinary course of the Business; (iii) all debts, liabilities and obligations arising after the Safe Deposit AgreementsClosing under all contracts, leases, licenses, permits, purchase or customer orders, commitments and other binding arrangements of the Seller and the Subsidiaries which are assigned to the Purchaser pursuant to this Agreement; (iv) all debts, liabilities and obligations arising out of the Equipment Leases and ownership, possession or use of the Assumed Contracts;Assets or the operation of the Business after the Closing Date; and (v) all debts, liabilities and obligations to employees of the Loans, Seller and the servicing of Subsidiaries assumed by the Loans Purchaser pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes)Article VI. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or from and after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Closing, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts IRAs, if any, to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real PropertyLease; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) funding of the Loans, and the servicing of the Loans pursuant to Section 2.5; (viv) liabilities subject to any Transferred Employee in Section 2.2(c), Seller’s obligations with respect to the Letters of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7Credit; and (viivi) liabilities any liability for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or and the business or operation of the Branches (Branch, other than Excluded Taxes)Taxes and (b) Purchaser’s portion of any Transfer Taxes pursuant to the terms of Section 8.2. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, or of any of Seller’s Affiliates, of any kind or nature, known, whether known or unknown, whether asserted or unasserted, whether accrued or unaccrued, whether contingent or otherwise, other than the Liabilities or as otherwise expressly set forth herein. Except for the responsibilities, obligations or liabilities expressly assumed in clauses (i) through (vi) above effective as of the Closing, the Liabilities expressly do not include any responsibilities, obligations or liabilities for any actions or omissions to act by Seller (or any of its Affiliates, other than ) prior to the Assumed Closing; provided that the Liabilities or as otherwise expressly assumed hereunder (all duties, shall include the responsibilities, obligations or liabilities with respect to the sufficiency of the Loan Documents, subject to Purchaser’s rights under Section 5.8(e). Seller shall remain and liabilities be solely responsible and obligated for the full amount payable for any Special Assessment. (c) In recognition that Seller’s obligations under the Letters of Seller Credit are not directly assumable by or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunderassignable to Purchaser, the parties agree that (i) the Letters of Credit shall remain outstanding from and after the Closing in accordance with their respective terms and (ii) for each Letter of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date, Purchaser shall execute and deliver to Seller at the Closing a backup letter of credit, in form and substance acceptable to Seller, which acceptance shall not be unreasonably withheld, conditioned or delayed (each, a “Excluded LiabilitiesBackup Letter of Credit”), which Backup Letter of Credit shall (x) permit Seller to draw on such Backup Letter of Credit to the extent any funds are drawn under the applicable Letter of Credit by presenting a sight draft in the amount drawn on Seller under the applicable Letter of Credit plus any fees or charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup Letter of Credit by remitting to Seller on the same Business Day Seller presents its sight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsburgh Time) immediately available funds in the amount of Seller’s sight draft and (iii) for each of the Letters of Credit for which a Backup Letter of Credit is executed by Purchaser, Seller shall have received at or prior to the Closing Date, the assignment of the Letter of Credit Security Agreements to Purchaser. In the event that any amounts are repaid to Seller by the obligor under the applicable Letter of Credit in respect of amounts remitted to Seller by Purchaser in payment of Seller’s draw on the applicable Backup Letter of Credit, Seller shall promptly remit such amounts to Purchaser. Purchaser acknowledges and agrees that Seller shall have no obligation to renew any commitments under Letters of Credit expiring from and after the date of this Agreement.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all the duties, responsibilities, obligations or and liabilities of Seller (whether accruedor, contingent or otherwisewith respect to the Warehouse Lease, BBX) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), ) with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs XXX and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Facility Leases, Tenant Leases, Tenant Security Deposits and and, subject to Section 7.10, the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branches, other than Excluded Taxes), and (b) Purchaser’s portion of any Transfer Taxes pursuant to the terms of Section 8.2. (b) Notwithstanding anything to Other than the contrary in this AgreementAssumed Liabilities expressly assumed hereunder, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, including those of Seller or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwiseotherwise (including (x) Excluded Taxes and (y) those related to any breaches of any Branch Lease, of Seller Facility Lease, Equipment Lease, Tenant Lease, Assumed Contract or any of its AffiliatesSafe Deposit Agreement that occurred, other than or are alleged to have occurred, prior to the Assumed Liabilities Closing Date (or as otherwise expressly assumed hereunder the Transfer Date with respect to Transferred Employees)) (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch ATM Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (viv) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunderLiabilities, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accruedSeller, contingent or otherwise) other than the Excluded Liabilities, to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “"Assumed Liabilities”"): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Property and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, Loans and the servicing of the Loans pursuant to Section 2.5; (viv) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches Branch (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder hereunder, including the following (all dutiescollectively, responsibilitiesthe "Excluded Liabilities"): (i) any liabilities or obligations to the extent arising from any investigations, actions, suits or proceedings against Seller, the Assets or the Assumed Liabilities pending or, to Seller's Knowledge, threatened as of or prior to 5:00 p.m., Eastern time, on the Closing Date; (ii) any liabilities or obligations and liabilities to the extent arising from violations of applicable law, rule or regulation, breach of fiduciary duties or tortious conduct by Seller or any of its AffiliatesAffiliates prior to 5:00 p.m., other than Eastern time, on the Assumed Liabilities Closing Date, including actions or other omissions by Seller or any of its Affiliates prior to 5:00 p.m., Eastern time, on the Closing Date resulting in lender liability; (iii) any liabilities or obligations expressly assumed hereunderto the extent arising from any breach of, default under or failure to perform under any contract, agreement, arrangement or understanding to which Seller or any of its Affiliates are party, by Seller or any of its Affiliates prior to 5:00 p.m., Eastern time, on the “Closing Date; and (iv) any liabilities or obligations to the extent relating to an Excluded Liabilities”)Asset, whether arising prior to or after 5:00 p.m., Eastern time, on the Closing Date.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accruedSeller, contingent or otherwise) other than the Excluded Liabilities, to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Kxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Property and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, Loans and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viiv) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches Milford Road Branch (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder hereunder, including the following (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereundercollectively, the “Excluded Liabilities”)): (i) any liabilities or obligations to the extent arising from any investigations, actions, suits or proceedings against Seller, the Assets or the Assumed Liabilities pending or, to Seller’s Knowledge, threatened as of or prior to 5:00 p.m., Eastern time, on the Closing Date; (ii) any liabilities or obligations to the extent arising from violations of applicable law, rule or regulation, breach of fiduciary duties or tortious conduct by Seller or any of its Affiliates prior to 5:00 p.m., Eastern time, on the Closing Date, including actions or omissions by Seller or any of its Affiliates prior to 5:00 p.m., Eastern time, on the Closing Date resulting in lender liability; (iii) any liabilities or obligations to the extent arising from any breach of, default under or failure to perform under any contract, agreement, arrangement or understanding to which Seller or any of its Affiliates are party, by Seller or any of its Affiliates prior to 5:00 p.m., Eastern time, on the Closing Date; (iv) any liabilities or obligations to the extent relating to an Excluded Assets, whether arising prior to or after 5:00 p.m., Eastern time, on the Closing Date; (v) any responsibility, obligation, duty, legal action, administrative or judicial proceeding, claim, penalty or liability arising out of Seller’s ownership and operation prior to the Closing of the business represented by the Milford Road Branch, the Assets or the Assumed Liabilities; and (vi) any liabilities or obligations related to any Branch Employees.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs XXX and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including except as set forth in Section 8.7, all liabilities arising out of the employment of the Branch Employees and their dependents and beneficiaries; and (viiv) liabilities any liability for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branches, other than Excluded Taxes and (b) Transfer Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)set forth herein.

Assumption of Liabilities. On the Closing Date, Buyer shall assume and undertake to pay, fulfill, perform or otherwise discharge and satisfy when due the following liabilities and obligations of Sellers relating to, arising out of or in connection with the Business (the "Assumed Liabilities"): (a) Subject all liabilities up to a maximum of One ------------------- Hundred Sixty Thousand Dollars ($160,000) associated with bonuses payable for the year ending December 31, 2000, under the Incentive Compensation Plans (as defined in Section 5.7(d)); (b) all liabilities, obligations or commitments to or in respect of any employee of AWI or the Company relating to or arising in connection with any and all claims for workers' compensation benefits other than the Excluded Workers' Compensation Liabilities (as defined in Section 1.5(b)); (c) all liabilities and obligations to the terms extent related exclusively to the manufacture of, but not those liabilities and conditions obligations related to or caused by the Specifications for, Xxxxxxxxx Proprietary Products; (d) all liabilities and obligations associated with ownership of the Xxxxx Shares, subject to the indemnity obligation of AWI set forth in this AgreementSections 8.2(c), at the Closing, Purchaser shall assume, pay, perform (d) and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwisee) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Former Facilities, with respect to Waste Facilities and the following Excluded Litigation, respectively; and (collectively, e) all liabilities and obligations of the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts Division to the extent contemplated by Section 2.4; related to the Business (ii) including, without limitation, the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing trade payables of the Loans pursuant Division), subject to Section 2.5; (vi) liabilities to any Transferred Employee in respect the indemnity obligation of his or her employment with Purchaser on or after the Transfer Date, including as AWI set forth in Section 8.7; and (vii) 8.2 hereof, and excluding any liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreementextent, Purchaser shall not assume or be bound by any dutiesand only to the extent, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than related to the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)Assets.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”); provided that Purchaser shall not assume (and Seller shall retain as an Excluded Liability) any duties, responsibilities, obligations or liabilities that arise after the Closing Date (or the Transfer Date with respect to a Transferred Employee), but arise out of or relate to any default on the part of the Seller that occurred on or prior to the Closing Date (or the Transfer Date with respect to a Transferred Employee): (i) the Deposits, including Deposits in IRAs IRA/Keoghs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Property and the Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. Effective as of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (ax) Subject each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the terms Assets and conditions set forth in this Agreementthe Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, at warranty or covenant, or for any claims for indemnification contained therein), to the Closingextent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, Purchaser representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all dutiesliabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings", responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to shall be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts Excluded Liabilities except to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)as provided on Schedule 1.03.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Kxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) the Negative Deposits and the Unfunded Advances; (vii) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.78.6; and (viiviii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. As of the Primary Closing, Purchaser shall assume and agree to perform and discharge the following as they become due for all periods from and after the date of the Primary Closing, to the extent not previously performed or discharged: (ai) Subject all obligations of Seller which accrue and are to be performed from and after the Primary Closing (x) under those permits, authorizations, licenses, leases, rights of way, easements and other agreements related to the Business listed on SCHEDULES 2.01(a) and 2.01(g), (y) under those permits, authorizations, licenses, leases, rights of way, easements, subscriber and other agreements related to the Business which Manager in the name of Seller entered into, and all other liabilities incurred by Manager on Seller's behalf, in accordance with the terms and conditions set forth in this of the Management Agreement, and (z) under the AWS agreements referred to in Section 2.03; and (ii) all other obligations of Seller entered into during the period from the date hereof to the Primary Closing by Seller and identified to and consented by Purchaser and specifically assumed by Purchaser at the ClosingPrimary Closing (all of such permits, Purchaser shall assumeauthorizations, paylicenses, perform leases, rights of way, easements and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) other agreements referred to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): in items (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) being referred to hereinafter as the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the "Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded TaxesLiabilities"). (b) Notwithstanding anything to the contrary in this Agreement, . Purchaser shall not assume or be bound by liable for any duties, responsibilities, obligations or liabilities, debts, contracts, agreements, including without limitation any contracts or agreements set forth on Schedule 2.02, or other obligations of Seller of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, nature whatsoever other than the Assumed Liabilities and it is expressly understood that Purchaser shall not assume, and shall not be liable for any of Seller's expenses or as otherwise expressly assumed hereunder obligations relating to or accruing by reason of the proceedings relating to the FCC Authorization in FCC CC Docket 91-142 (all dutiesthe "Risk Sharing Proceeding"), responsibilitiesincluding any obligations relating to any settlement thereof (such other liabilities, debts, contracts, agreements or other obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, being referred to as the “Excluded "Non-Assumed Liabilities”").

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property and the Real Property, Branch Leasesexcluding any duty, Tenant Leasesresponsibility, Tenant Security Deposits and obligation or liability arising from or relating to (A) the Owned Real Property or (B) in whole or in part with respect to an Environmental Condition migrating to or from the Real Property, if any claim, demand or proceeding, or any notice of the foregoing arising from or relating to (A) or (B) of this Section 2.2(a)(ii) is made or commenced prior to the Closing or if any such duty, obligation or liability relates to a period prior to the Closing; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed ContractsLoans; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) arising on or after the Closing Date and to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases Loans (it being understood and the Assumed Contracts; (v) the Loansagreed that Purchaser is assuming all future funding obligations in respect of any Loan), and the servicing of the Loans pursuant to Section 2.5; (viv) liabilities to any Transferred Employee in respect of his or her employment with Purchaser arising on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than the Excluded Taxes). (ba) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all such duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject On and subject to the terms and conditions set forth in of this Agreement, Buyer agrees to assume and become responsible for all of the Assumed Liabilities at the Closing, Purchaser . (a) The Assumed Liabilities shall assume, pay, perform and discharge mean: (i) all duties, responsibilitiesliabilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or and commitments arising after the Closing Date in the operation of the Business by Buyer; and (or ii) all obligations of Seller under the Transfer Assumed Contracts arising after the Closing Date with respect to a Transferred Employee), with respect to in the following Buyer’s operation of the Business. (collectively, the “b) Assumed Liabilities”Liabilities shall not include (by way of example and without limitation): (i) any Liabilities of Seller not assumed as part of the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Assumed Liabilities under Section 2.42.3(a) above; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and $18,000 termination fee associated with the Owned Real PropertyProperty Lease; (iii) any Debt of Seller not assumed as part of the Safe Deposit AgreementsAssumed Liabilities under Section 2.3(a) above; (iv) the Equipment Leases and the Assumed Contractsany Liability of Seller for Taxes; (v) the Loansany Liability of Seller for income, transfer, sales, use, and other Taxes arising in connection with the servicing consummation of the Loans pursuant to Section 2.5transactions contemplated hereby (including any income Taxes arising because Seller is transferring the Acquired Assets); (vi) liabilities any Liability of Seller for the unpaid Taxes of any Person (other than Seller) under Treas. Reg. Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise; (vii) any obligation of Seller to indemnify any Person by reason of the fact that such Person was a director, manager, officer, employee or agent of Seller or was serving at the request of Seller as a partner, manager, trustee, director, officer, employee or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise, and whether such indemnification is pursuant to any Transferred Employee statute, charter document, bylaw, agreement or otherwise); (viii) any Liability of Seller for costs and expenses incurred in respect connection with this Agreement and the transactions contemplated hereby; (ix) any Liability or obligation of his Seller under this Agreement (or her employment with Purchaser under any side agreement between Seller on the one hand and Buyer on the other hand entered into on or after the Transfer Date, including as set forth in Section 8.7date of this Agreement); andor (viix) liabilities any Liability or obligation of Seller arising out of Seller’s Employee Benefit Plans or severance agreements with its employees, except for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation severance of the Branches (other than Excluded Taxes)Seller’s Chief Operating Officer as described in the Transitions Services Agreement. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all discharge, as and when due, the duties, responsibilities, obligations or and liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx XXX Accounts to the extent contemplated by Section 2.4, but excluding Excluded XXX Account Deposits; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Property and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Office, other than Excluded Taxes); and (vi) all liabilities, duties or obligations which are expressly identified elsewhere in this Agreement as being assumed, performed or discharged or paid by Purchaser. (b) Notwithstanding anything to Other than the contrary in this AgreementAssumed Liabilities expressly assumed hereunder, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, including those of Seller or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwiseotherwise (including (x) Excluded Taxes and (y) those related to any breaches of the Equipment Lease, of Seller Assumed Contract or any of its Affiliates, other than Safe Deposit Agreement that occurred prior to the Assumed Liabilities or as otherwise expressly assumed hereunder Closing Date (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to On the terms and subject to the conditions set forth in of this Agreement, at as of the Closing, Purchaser the Buyer shall assumeassume and shall thereafter be obligated for, and shall agree to pay, perform and discharge all dutiesin accordance with their terms, responsibilities, the following obligations or and liabilities of Seller the Seller, whether direct or indirect, known or unknown (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect except to the following (collectively, the “Assumed extent such obligations and liabilities constitute Excluded Liabilities”): (i) the Deposits, including Deposits in IRAs liabilities and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes ofobligations arising with, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches Stations, including the owning or holding of the Purchased Assets, by Buyer, in each case, to the extent first arising after the Closing; and (other than Excluded Taxesii) any Cure Amounts that Buyer is required to pay pursuant to Section 5.7(g). All of the foregoing to be assumed by the Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Notwithstanding The Buyer shall not assume or be obligated for any liabilities or obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by the Buyer under Section 2.3(a) and, notwithstanding anything to the contrary in Section 2.3(a) or any Ancillary Agreements, none of the following (herein referred to as “Excluded Liabilities”) shall be “Assumed Liabilities” for purposes of this Agreement: (i) any intercompany payables of the Business owing to any of the Affiliates of the Seller; (ii) any Seller liabilities or obligations under this Agreement or the Ancillary Agreements; (iii) any liabilities and obligations arising with, Purchaser shall not assume or be bound by relating to, the operation of the Stations prior to the Closing, including the owning or holding of the Purchased Assets and the Excluded Assets; (iv) any duties, responsibilities, obligations or liabilities, Liabilities of any kind or nature, known, unknown, contingent or otherwise, of the Seller or any of its Affiliates (including ERISA Affiliates) arising under or with respect to (A) any Title IV Plan and (B) any Employee Benefit Plan, other than in each case, which Liability arises at, prior to, or following the Assumed Closing; (v) any Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of the Seller or any of its Affiliates (including ERISA Affiliates) with respect to (A) any current or former employee or independent contractor of the Seller or any of its Affiliates who does not become a Hired Employee, other than arising out of or relating to any act, omission or event occurring, or circumstance, condition or state of facts existing on, prior to, or following the Assumed Liabilities Closing and (B) any Hired Employee solely arising out of or other obligations expressly assumed hereunderrelating to any act, omission or event occurring, or circumstance, condition or state of facts existing on or prior to the “Excluded Liabilities”)Transfer Date; and (vi) any Taxes.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or from and after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs XXX/Keoghs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (in each case other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject Upon and subject to the terms and conditions set forth in of this Agreement, at the Buyer shall assume and become responsible for, from and after the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or of the following liabilities of the Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “"Assumed Liabilities”"): (i) all obligations of the DepositsSeller arising after the Closing under the Assigned Contracts; and (ii) specifically enumerated other Assumed Liabilities listed on SCHEDULE 1.2(a)(II) attached hereto. (b) Except as set forth in Section 1.2(a), including Deposits the Buyer shall not assume or become responsible for, and the Seller shall remain liable for, any and all liabilities or obligations (whether absolute or contingent, whether liquidated or unliquidated, whether due or to become due, and whether claims with respect thereto are asserted before or after the Closing) of the Seller which are not Assumed Liabilities (collectively, the "Retained Liabilities"). The Retained Liabilities shall include, without limitation, the following: (i) all liabilities of the Seller or its subsidiaries ("Subsidiaries") for or with respect to Taxes (as defined below) which are not otherwise Assumed Liabilities. As used in IRAs this Agreement, the term "Taxes" means all federal, national, subnational, state, provincial, local or foreign (i.e., other than United States or Canadian) income, excise, gross receipts, ad valorem, profits, property, production, sales, use, payroll, employment, severance, withholding, license, franchise and Xxxxx Accounts to the extent contemplated by Section 2.4other taxes, duties, tariffs, registration fees, charges, levies or like assessments imposed on Seller or its Subsidiaries, together with interest, additions, or penalties with respect thereto and any interest in respect of each additions and penalties; (ii) all liabilities of the Personal PropertySeller and its Subsidiaries with respect to any legal obligation to withhold, Branch Leasesdeduct, Tenant Leasescollect, Tenant Security Deposits remit or pay any tax or premium imposed on or with respect to any employee or customer of Seller and the Owned Real Propertyits Subsidiaries by any United States or Canadian federal, national, subnational, state, provincial, local or foreign (i.e., other than United States or Canadian) authority; (iii) all liabilities of the Safe Deposit AgreementsSeller for costs and expenses incurred in connection with this Agreement or the consummation of the transactions contemplated by this Agreement that exceed the amount set forth in Section 10.12; (iv) all liabilities or obligations of the Equipment Leases and Seller under this Agreement or the Assumed ContractsAncillary Agreements; (v) the Loans, all liabilities and the servicing obligations of the Loans pursuant to Section 2.5Seller under any agreements, contracts, leases or licenses which are not Assigned Contracts; (vi) all liabilities and obligations which are not otherwise Assumed Liabilities resulting from any termination of employment of employees of the Seller or its Subsidiaries prior to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including Closing Date (as set forth defined in Section 8.71.4(a)) which is not related to the acquisition by the Buyer of the Acquired Assets, or under any employee benefit plan established or maintained by the Seller; and (vii) all intercompany liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes)Seller. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, assume and agree to perform and discharge as of the Closing the following to the extent not previously performed or discharged: (i) all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) Sellers which accrue and are to be discharged, performed, satisfied or paid on or performed from and after the Closing Date under those permits, authorizations, licenses, leases, rights of way, easements and other agreements either set forth on SCHEDULES 2.01(a) AND (d) attached hereto or those agreements of a non-material nature which are not required to be disclosed on SCHEDULES 2.01(a) AND (d); (ii) all other obligations of Sellers entered into during the Transfer Date with respect to a Transferred Employee), with respect period from the date hereof to the following Closing by any Seller in the ordinary course of its business in accordance with the provisions of Section 9.05 below or that were identified to and consented to by Purchaser (collectivelyall of such permits, the “Assumed Liabilities”): authorizations, licenses, leases, rights of way, easements and other agreements referred to in items (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) being referred to hereinafter as the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits "Assumed Contracts"); and the Owned Real Property; (iii) the Safe Deposit Agreements; all "Current Liabilities" (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth defined in Section 8.7; and 5.04(a) hereof) (viisuch items (i) liabilities for Taxes of, or relating to, through (iii) are collectively referred to herein as the Assets, the "Assumed Liabilities or the business or operation of the Branches (other than Excluded TaxesLiabilities"). (b) Notwithstanding anything to the contrary in this Agreement, . Purchaser shall not assume or be bound by liable for any duties, responsibilities, obligations or liabilities, debts, contracts, agreements, (including without limitation any contracts or agreements relating to the Excluded Assets set forth on SCHEDULE 2.02) or other obligations of Sellers of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, nature whatsoever other than the Assumed Liabilities (such other liabilities, debts, contracts, agreements or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, Sellers other than the Assumed Liabilities or other obligations expressly assumed hereunder, being referred to as the “Excluded "Nonassumed Liabilities”").

Assumption of Liabilities. (a) Subject to the terms Except for each Liability that is expressly retained in writing by Equifax or excluded in writing by Equifax from those being assumed by PSI and conditions set forth unless otherwise provided for elsewhere in this Agreement, at the Closing, Purchaser shall assume, PSI hereby assumes and agrees to pay, perform perform, fulfill, and discharge discharge, in accordance with their respective terms and conditions, all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”regardless of when or where such Liabilities arose or arise or were or are incurred): (i) all Liabilities to or relating to Transferred Individuals arising out of or resulting from employment by, the Depositsperformance of services for, or any other type of financial relationship with, a member of the Equifax Group before becoming Transferred Individuals and thereafter (including Deposits in IRAs Liabilities under Equifax Plans and Xxxxx Accounts PSI Plans), (ii) all other Liabilities to or relating to Transferred Individuals and other employees or former employees of a member of the PSI Group, and their dependents and beneficiaries, to the extent contemplated by Section 2.4; relating to, arising out of or resulting from future, present, or former employment with, or the provision of services for, a member of the PSI Group or the PSI Business (ii) the Personal Propertyincluding Liabilities under Equifax Plans and PSI Plans), Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) all Liabilities relating to, arising out of, or resulting from any other actual or alleged employment, performance of services for, or any other type of financial relationship with the Safe Deposit Agreements; PSI Group or the PSI Business; (iv) the Equipment Leases all Liabilities under any Individual Agreements relating to Transferred Individuals, and the Assumed Contracts; (v) the Loansall other Liabilities relating to, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes arising out of, or relating toresulting from obligations, the Assetsliabilities, the Assumed Liabilities and responsibilities expressly assumed or the business or operation retained by a member of the Branches PSI Group or a PSI Plan pursuant to this Agreement; provided, however, that, -------- ------- consistent with Section 7.18, PSI shall not assume any Liability with respect to any claim which is made by any Person (other than Excluded Taxesa Person who is a member of the PSI Group) and which is related solely to Equifax's exercise of its fiduciary responsibility for the investment of the assets of the Equifax Plans prior to the Distribution Date (or prior to the Pension Plan Spinoff Date for purposes of the Equifax Pension Plan and prior to the Savings Plan Transfer Date for purposes of the Equifax Savings Plan). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to As of the terms and conditions set forth in this Agreement, at the Primary Closing, Purchaser shall assume, pay, assume and agree to perform and discharge the following as they become due for all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or periods from and after the Closing Date (or date of the Transfer Date with respect to a Transferred Employee)Primary Closing, with respect to the following (collectively, the “Assumed Liabilities”): extent not previously performed or discharged: (i) all obligations of Seller which accrue and are to be performed from and after the DepositsPrimary Closing under those permits, including Deposits in IRAs authorizations, licenses, leases, rights of way, easements and Xxxxx Accounts other agreements related to the extent contemplated by Section 2.4; Business listed on SCHEDULES 2.01(a) and 2.01(g); and (ii) all other obligations of Seller entered into during the Personal Propertyperiod from the date hereof to the Primary Closing by Seller and identified to and consented by Purchaser and specifically assumed by Purchaser at the Primary Closing (all of such permits, Branch Leasesauthorizations, Tenant Leaseslicenses, Tenant Security Deposits leases, rights of way, easements and other agreements referred to in items (i) and (ii) being referred to hereinafter as the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the "Assumed Contracts; (v) the LoansLiabilities"). Purchaser shall not be liable for any liabilities, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Datedebts, contracts, agreements, including as without limitation any contracts or agreements set forth in Section 8.7; and (vii) liabilities for Taxes of2.02, or relating to, the Assets, other obligations of Seller of any nature whatsoever other than the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this AgreementLiabilities, and it is expressly understood that Purchaser shall not assume assume, and shall not be liable for any of Seller's expenses or be bound obligations relating to or accruing by reason of the proceedings relating to the FCC Authorization in FCC Docket 91-142 (the "Risk Sharing Proceeding"), including any duties, responsibilities, obligations or relating to any settlement thereof (such other liabilities, of any kind debts, contracts, agreements or nature, known, unknown, contingent or otherwise, other obligations of Seller or any of its Affiliates, other than the Assumed Liabilities or being referred to as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the "Non-Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”").

Assumption of Liabilities. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreementcontained herein, at the Closing, the Purchaser shall assume, assume and thereafter pay, perform perform, discharge and discharge satisfy all dutiesobligations and liabilities accruing, responsibilitiesarising out of, obligations or liabilities of Seller (whether accrued, contingent relating to events or otherwise) to be discharged, performed, satisfied or paid on or occurrences happening from and after the Closing Date (or the Transfer Date under, and only under, and with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the DepositsAssumed Contracts, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Propertyassumed Benefits and Obligations, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) any and all applicable federal and provincial sales taxes, goods and services taxes, excise taxes and all other Taxes (other than income taxes of the Safe Deposit Vendor), duties and other like charges properly paid upon and in connection with the conveyance and transfer of the Assets to the Purchaser (the "Assumed Liabilities"), and will indemnify the Vendor and the Shareholders against such liabilities. In addition, at the Closing, the Purchaser shall accept all liability and responsibility for all Retained Employees, (i) in the case of the Elbow River Ongoing Management, on the terms set out in the Elbow River Employment Agreements; , (ivii) in the Equipment Leases case of Xxxxxx, on the terms set out in the Advisory Agreement, and (iii) in the case of all Retained Employees other than Ruskin and the Elbow River Ongoing Management, on the terms set out in the Employment Letters or the Assumed Contracts; (v) the Loans, as applicable, and all such liabilities shall, collectively, be an Assumed Liability for the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including purposes hereof. Other than as expressly set forth in Section 8.7; and (vii) liabilities for Taxes ofherein, or relating toin the Elbow River Employment Agreements, the AssetsAdvisory Agreement, the Assumed Liabilities Contracts or the business Employment Letters, the Vendor shall be liable and responsible for any employees, including all Employee Severance Obligations, for all employees or operation consultants of the Branches (other than Excluded Taxes)Vendor who are terminated from their employment for any reason by the Vendor before the Closing Date. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in provisions of this Agreement, at New BD shall (i) assume from January 1, 2009 the Company’s obligations of performance under the Contributed Contracts, and (ii) assume from Closing, Purchaser and thereafter shall assume, pay, perform and discharge discharge, as and when due, all duties, responsibilities, of the Company’s obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or future performance due after the Closing Date under the Contributed Contracts as may exist at Closing (or the Transfer Date with respect to a Transferred Employee), with respect to the following subsections (i) and (ii) collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including ). Except as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary expressly provided in this Agreement, Purchaser New BD shall not assume or be bound by any debts, duties, responsibilitiesobligations, obligations responsibilities or liabilities, liabilities of the Company of any kind or nature, known, unknown, contingent or otherwise. In furtherance and not in limitation of this Section 1.3, of Seller or any of its Affiliates, other than it is expressly agreed that New BD only assumes the Assumed Liabilities and does not assume, undertake or as otherwise expressly assumed hereunder (all accept any other debts, duties, responsibilitiesobligations, obligations and responsibilities or liabilities of Seller the Company (the "Excluded Liabilities") including with respect to: (a) the conduct of the Business by the Company on and prior to the Closing Date including, but not limited to, all liabilities, debts, duties, obligations, responsibilities and contingencies of any kind which arose prior to the Closing Date; (b) any accounts payable or other liabilities of the Company other than Assumed Liabilities; (c) any liability or obligation of the Company (i) to any Employee (including without limitation severance pay and accrued vacation) except as set forth in Section 5.8(a) or (ii) under any employee benefit plan of the Company or any affiliate of its Affiliatesthe Company; and (d) any federal, other than state or local Taxes of any nature whatsoever, or penalties or interest arising therefrom, incurred by or arising out of the Assumed Liabilities Company’s ownership, control or other obligations expressly assumed hereunder, operations of the “Excluded Liabilities”)Contributed Assets and/ or the Business on or before the Closing Date.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) arising on or after the Closing Date and to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Leases and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases Loans (it being understood and the Assumed Contracts; (v) the Loansagreed that Purchaser is assuming all future funding obligations in respect of any Loan), and the servicing of the Loans pursuant to Section 2.5; (viv) liabilities to any Transferred Employee in respect of his or her employment with Purchaser arising on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than the Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all such duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch LeasesParking License, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts[RESERVED]; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. Except for obligations specifically assumed by Buyer in this Section 2.03, Buyer shall not be deemed to have assumed or agreed to be responsible for the liabilities, obligations and commitments of Seller or its Affiliates, of whatever kind or nature (awhether primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued or not accrued, or otherwise) Subject to whether or not arising out of the ownership and operation of the Purchased Assets or the Business. Upon the terms and subject to the conditions set forth in of this Agreement, at subject to Section 7.11 (including Section 7.11 of the Disclosure Schedule), Buyer agrees to assume on the Closing Date, effective as of the time of the Closing, Purchaser shall assume, and to pay, perform and discharge when due all duties, responsibilitiesof the following liabilities, obligations or liabilities and commitments of Seller or any of its Subsidiaries, of whatever kind or nature (whether primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued or not accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (ia) all liabilities, obligations and commitments relating to, or arising from, the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing conduct of the Loans pursuant to Section 2.5; Business by Buyer or any of its Affiliates or the use of the Purchased Assets by Buyer or any of its Affiliates after the Closing Date (vi) liabilities to including any Transferred Employee in respect of his or her employment with Purchaser accounts payable accrued on or after the Transfer Closing Date), including as set forth in Section 8.7; and (vii) liabilities for Taxes ofexcept to the extent that any such liabilities, obligations and commitments are retained by Seller or relating to, otherwise are the Assets, the Assumed Liabilities or the business or operation responsibility of the Branches (other than Excluded Taxes).Seller pursuant to this Agreement; (b) Notwithstanding anything all liabilities, obligations and commitments under the Contracts, to the contrary in this Agreement, Purchaser shall not assume extent arising or be bound by relating to performance on or after the Closing Date; other than any duties, responsibilitiesliabilities, obligations or liabilities, commitments arising due to any breach of any kind or nature, known, unknown, contingent or otherwise, of such Contract by Seller or any of its Affiliates, other than Affiliates that is not related to the Assumed Liabilities or as otherwise expressly assumed hereunder consummation of the transactions contemplated hereby; (c) all duties, responsibilitiesliabilities, obligations and commitments with respect to manufacturer’s coupons arising from manufacturer’s coupon activities and programs listed on Section 3.18 of the Disclosure Schedule (as such Section may be updated pursuant to Section 2.07(n)) for any products manufactured or sold by the Business, which coupons are received by the clearing house for reimbursement subsequent to ninety (90) days after the Closing Date, regardless of when such coupons were issued; (d) all liabilities, obligations and commitments relating to any products manufactured by the Business on or after the Closing Date, including warranty obligations and product liabilities irrespective of Seller the legal theory asserted (it being understood that any product the date of manufacture of which cannot be determined pursuant to the coding included on such product shall be deemed to have been manufactured on or after the Closing Date if such product was sold more than ninety (90) days after the Closing Date); (e) all liabilities, obligations and commitments relating to all products manufactured or sold by the Business and returned (i) less than thirty (30) days after the Closing Date to the extent that the aggregate amount of all such liabilities, obligations and commitments exceeds $1,000,000 in the aggregate or (ii) thirty (30) or more days after the Closing Date; (f) all liabilities, obligations and commitments for trade promotions listed on Section 3.17 of the Disclosure Schedule (as such Section may be updated pursuant to Section 2.07(n)) arising from trade promotion activity or events relating to any products manufactured or sold by the Business committed to prior to the Closing Date and occurring on or after the Closing Date; (g) all liabilities, obligations and commitments for customer deductions (other than deductions relating to manufacturer’s coupons, warranty obligations, product liabilities, returned products and trade promotions not described in clause (c), (d), (e) or (f) above) attributable to invoices with respect to products manufactured or sold by the Business after the Closing Date; (h) all Environmental Liabilities; (i) all liabilities, obligations and commitments assumed by Buyer or for which Buyer is otherwise responsible pursuant to Article 7; (j) all liabilities, obligations and commitments assumed by Buyer or for which Buyer is otherwise responsible pursuant to Article 8; and (k) all liabilities, obligations and commitments assumed by Buyer or for which Buyer is otherwise responsible pursuant to Article 9. Buyer’s obligations under this Section 2.03 shall not be subject to offset or reduction, whether by reason of any actual or alleged breach of any representation, warranty or covenant contained in the Transaction Documents or any other agreement or document delivered in connection herewith or therewith or any right to indemnification hereunder or otherwise. For purposes of its Affiliatesthis Section 2.03, other than with respect to the Assumed Liabilities or other obligations expressly assumed hereunderChina Sugus Liabilities, the each reference to “Excluded LiabilitiesClosing Date” shall be deemed a reference to “China Closing Date”).

Assumption of Liabilities. (a) Subject On and subject to the terms and conditions set forth in of this Agreement, at effective from and after the Closing, Purchaser the Buyer shall assumeassume and pay, payhonor, perform and discharge when due all dutiesLiabilities to the extent resulting from, responsibilitiesarising out of, obligations or liabilities of Seller (whether accrued, contingent or otherwise) relating to be discharged, performed, satisfied or paid on or after the Closing Date (Transferred Assets or the Transfer Date with respect to a Transferred Employee)Business, with respect to other than the following Excluded Liabilities (collectively, the “Assumed Liabilities”):), which shall include the following: (a) those Liabilities to the extent resulting from, arising out of, or relating to the Assumed Contract Obligations, the Transferred IP Assets, the Assigned Leased Real Property, the operation of the Business or the ownership of the Transferred Assets, in each case regardless of whether arising prior to, on, or after the Closing Date; (b) all Liabilities to the extent resulting from, arising out of, or relating to products and services manufactured, sold, delivered or otherwise provided by the Business, at any time prior to, on, or after the Closing Date; (c) all Liabilities to the extent resulting from, arising out of, or relating to accounts payable, trade accounts payable and notes payable and other payables of the Business; (d) all Liabilities for (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts Taxes to the extent contemplated by Section 2.4; resulting from, arising out of, or relating to the operation of the Business or the ownership of the Transferred Assets after the Closing Date and (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real PropertyTransfer Taxes for which it is responsible pursuant to Section 10.4(c); (iiie) all Liabilities under or with respect to the Safe Deposit AgreementsAssumed Employee Arrangements, except to the extent expressly allocated to the Sellers in Article IV; (ivf) all Liabilities to the Equipment Leases and extent resulting from, arising out of, or relating to the Employees, or the former employees of the Asset Seller with respect to the Business, including with respect to the Assumed Contracts; (v) the LoansEmployee Arrangements and any Action, and the servicing Order or other claim by or on behalf of the Loans pursuant to Section 2.5; (vi) liabilities or with respect to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation former employees of the Branches Asset Seller with respect to the Business (other than Excluded Taxes). (b) Notwithstanding anything to a claim for benefits under the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its AffiliatesSellers’ Benefit Plans, other than the Assumed Employee Arrangements), except to the extent expressly allocated to the Sellers in Article VI; (g) Liabilities to the extent resulting from, arising out of, or as otherwise expressly assumed hereunder relating to (all dutiesi) any DCAA Liability arising prior to, responsibilitieson, obligations and liabilities of Seller or any of its Affiliates, other than after the Assumed Liabilities Closing Date or other obligations expressly assumed hereunder, the “Excluded Liabilities”(ii).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs XXX/Keoghs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, the Branch Leases, Tenant Leases, Tenant Security Deposits Lease and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, agrees to assume and thereafter pay, perform and discharge all duties, responsibilities, obligations or liabilities the duties and responsibilities of Seller Republic Bank (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or that are incurred after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Closing, only with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx XXX Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Propertyexcept for environmental work undertaken by Seller pursuant to Section 7.11; (iii) the Safe Deposit AgreementsPersonal Property Leases; (iv) the Equipment Leases and the Assumed ContractsSafe Deposit Agreements; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities the fees for which Purchaser is responsible under Sections 3.9 and 8.2, and any Taxes with respect to the Assets or the Branches for any Transferred Employee in respect of his taxable period (or her employment with Purchaser on or portion thereof) that begins after the Transfer Closing Date, including as set forth in Section 8.7; and (vii) liabilities the obligations assumed by Purchaser under Section 8.4 of this Agreement, which under no circumstance shall include any liability for Taxes ofany employment, change-in-control or relating to, the Assets, the Assumed Liabilities other severance agreement or the business any payments under any Seller bonus or operation of the Branches (other than Excluded Taxes)incentive program. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, Republic or of any of their Affiliates, of any kind or nature, known, unknown, contingent or otherwise, including, without limitation, those (i) that do not relate to the Assets or the Liabilities; (ii) attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) prior to the Closing Date in violation of any applicable laws, contracts or fiduciary duties; (iii) attributable to any causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) prior to the Closing Date; (iv) for any Liability of Seller for Taxes other than the items set forth in Section 2.2(a)(vi); (v) for any Transfer Taxes or other costs and expenses arising in connection with the consummation of the transactions contemplated hereby for which Seller is responsible, including Sections 3.9 and 8.2; (vi) for any Liability of Seller for income Taxes arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because Seller is transferring the Assets); (vii) for any Liability of Seller for the unpaid Taxes of any Person under Treasury Regulation §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (viii) any obligation of Seller to indemnify any person or entity by reason of the fact that such person or entity was a director, officer, employee, or agent of Seller or any of its AffiliatesAffiliates or was serving at the request of any such entity as a partner, other than trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise); (ix) for any Liability of Seller or any Affiliate for costs and expenses incurred in connection with this Agreement and the Assumed Liabilities transactions contemplated hereby; (x) for any Liability or as otherwise obligation of Seller under this Agreement; (xi) any matters excluded pursuant to Section 7.11; (xii) relating or arising out of any deposit excluded under the definition of Deposit, including Xxxxx Account deposits; or (xiii) arising from circumstances, events or conditions prior to the Closing Date and not expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, collectively the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, assume and agree to perform and discharge as of the Closing the following to the extent not previously performed or discharged: (i) all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) Sellers which accrue and are to be discharged, performed, satisfied or paid on or performed from and after the Closing Date under those permits, authorizations, licenses, leases, rights of way, easements and other agreements either set forth on SCHEDULES 2.01(a) AND (d) attached hereto or those agreements of a non-material nature which are not required to be disclosed on SCHEDULES 2.01(a) AND (d) and (ii) all other obligations of Sellers entered into during the Transfer Date with respect to a Transferred Employee), with respect period from the date hereof to the following Closing by any Seller in the ordinary course of its business in accordance with the provisions of Section 9.06 below or that were identified to and consented by Purchaser (collectivelyall of such permits, the “Assumed Liabilities”): authorizations, licenses, leases, rights of way, easements and other agreements referred to in items (i) and (ii) being referred to hereinafter as the Deposits, including Deposits "Assumed Contracts"); and (iii) all "Current Liabilities" (as defined in IRAs Section 5.05(a) hereof) but only if and Xxxxx Accounts to the extent contemplated by Section 2.4; that Purchaser receives a credit against the Purchase Price at the Closing (iisuch items (i) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; through (iii) are collectively referred to herein as the Safe Deposit Agreements; (iv) the Equipment Leases and the "Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded TaxesLiabilities"). (b) Notwithstanding anything to the contrary in this Agreement, . Purchaser shall not assume or be bound by liable for any duties, responsibilities, obligations or liabilities, debts, contracts, agreements, including without limitation any contracts or agreements set forth on SCHEDULE 2.02, or other obligations of Sellers of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, nature whatsoever other than the Assumed Liabilities (such other liabilities, debts, contracts, agreements or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, Sellers other than the Assumed Liabilities or other obligations expressly assumed hereunder, being referred to as "the “Excluded Nonassumed Liabilities”").

Assumption of Liabilities. (a) Subject to Except for the terms and conditions set forth Excluded Liabilities as provided in this AgreementSection 1.4, at the ClosingClosing and with effect as of the Closing Date at 11:59 p.m., Purchaser (i) the U.S. Buyer shall assume, pay, perform assume all of the obligations and discharge all duties, responsibilities, obligations or liabilities of Seller (the Sellers, the Sellers’ Guarantors and their Affiliates to the extent related to the Business within the United States, whether direct or indirect, known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise) to be discharged, performed, satisfied or paid on or after otherwise (the Closing Date (or the Transfer Date with respect to a Transferred Employee“U.S. Assumed Liabilities”), with respect and (ii) the Canadian Buyer shall assume all of the obligations and liabilities of the Sellers, the Sellers’ Guarantors and their Affiliates to the following extent related to the Business outside of the United States (collectivelyother than the U.S. Assumed Liabilities), whether direct or indirect, known or unknown, fixed or unfixed, xxxxxx or inchoate, liquidated or unliquidated, secured or unsecured, accrued, absolute, contingent or otherwise (the “Canadian Assumed Liabilities” and together with the U.S. Assumed Liabilities, the “Assumed Liabilities”):), including the following: (ia) all obligations of the Deposits, including Deposits in IRAs and Xxxxx Accounts Sellers to the extent contemplated by Section 2.4; (ii) related to the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Conveyed Leases and the Assumed ContractsContracts whether arising prior to or following the Closing; (vb) the Loans, and the servicing all unpaid trade accounts payable of the Loans pursuant Business as of the Closing Date (other than payables to Section 2.5Affiliates of the Seller) to the extent reflected in the final determination of the Closing Working Capital (the “Assumed Accounts Payable”); and (c) all liabilities in respect of any of the Acquired Employees to the extent they are not Excluded Liabilities; (vid) liabilities any product liability, warranty or recall with respect to any Transferred Employee product to the extent related to the Business or included in respect of his or her employment with Purchaser on the Purchased Assets, whether arising prior to or after the Transfer DateClosing, including as other than (x) the outstanding product liability claims relating to the Business set forth on Schedule 2.24 and (y) the liabilities set forth in Section 8.71.4(k); (e) all liabilities to the extent related to the Intellectual Property and Know How of the Business or included in the Purchased Assets, whether arising prior to or after the Closing, other than the liabilities set forth in Section 1.4(h); (f) all liabilities to the extent related to Environmental Claims at the Conveyed Leases Premises; and (viig) all liabilities for Taxes of, or relating to, related to the Assets, the Assumed Liabilities or the business conduct or operation of the Branches (other than Excluded Taxes)Business after the Closing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs XXX and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) except as set forth in Section 8.7, all liabilities arising out of the Equipment Leases employment of the Branch Employees and their dependents and beneficiaries (including, without limitation, the Assumed ContractsRetention Agreements); (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities subject to any Transferred Employee in Section 2.2(c), Seller’s obligations with respect to the Letters of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7Credit; and (vii) liabilities any liability for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branches, other than Excluded Taxes and (b) Transfer Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder set forth herein. (all dutiesc) Schedule 2.2(c) contains a list of the Letters of Credit outstanding as of the close of business on February 28, responsibilities2009 with such list identifying whether a Letter of Credit relates to a bond issuance. In recognition that Seller’s obligations under the Letters of Credit are not directly assumable by or assignable to Purchaser, obligations the parties agree that (i) the Letters of Credit shall remain outstanding from and liabilities after the Closing in accordance with their respective terms and (ii)(A) for each of the Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)) and identified thereon as relating to a bond issuance, Purchaser shall issue and deliver to Seller at the Closing a backup letter of credit, in form and substance acceptable to Seller (each, a “Backup Bond Letter of Credit”), which Backup Bond Letter of Credit shall (x) permit Seller to draw on such Backup Bond Letter of Credit to the extent any funds are drawn under the applicable Letter of Credit by presenting a sight draft in the amount drawn on Seller under the applicable Letter of Credit plus any fees or any charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup Bond Letter of Credit by remitting to Seller on the same Business Day Seller presents its Affiliatessight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsburgh time) immediately available funds in the amount of Seller’s sight draft and (B) for the other Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)), other than Purchaser shall issue and deliver to Seller at the Assumed Liabilities or other obligations expressly assumed hereunderClosing a single backup letter of credit, in form and substance acceptable to Seller (the “Backup General Letter of Credit” and together with the Backup Bond Letters of Credit, the “Excluded LiabilitiesBackup Letters of Credit”), which Backup General Letter of Credit shall (x) permit Seller to draw on the Backup General Letter of Credit to the extent any funds are drawn under any applicable Letter of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) by presenting a sight draft in the amount drawn on Seller under such Letter of Credit plus any fees or charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup General Letter of Credit by remitting to Seller on the same Business Day Seller presents its sight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsburgh time) immediately available funds in the amount of Seller’s sight draft. From and after the Closing, as promptly as practicable following notice to Purchaser (and in any event within two (2) Business Days of any such notice), Purchaser shall execute and deliver to Seller additional Backup Bond Letters of Credit or amendments to the Backup General Letter of Credit, as applicable, with respect to any Letters of Credit issued between the close of business on the second (2nd) Business Day prior to the Closing Date and the Closing. On the Closing Date, Seller shall assign its rights under all reimbursement agreements and related documents (including, but not limited to, any collateral documents) with respect to the Letters of Credit (collectively, the “Reimbursement Obligations”) to Purchaser such that Purchaser will be entitled to obtain reimbursement from customers upon any draw on a Backup Letter of Credit to the same extent that Seller is entitled to obtain such reimbursement upon any draw on a Letter of Credit. From and after the Closing, Seller and Purchaser shall use commercially reasonable efforts to replace the Letters of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) with new letters of credit issued by Purchaser (each, a “Replacement Letter of Credit”). In the event that any amounts are repaid to Seller by the obligor under any applicable Letter of Credit in respect of amounts remitted to Seller by Purchaser in payment of Seller’s draw on the applicable Backup Letter of Credit, Seller shall promptly remit such amounts to Purchaser. Purchaser acknowledges and agrees that Seller shall have no obligation to renew any commitments under Letters of Credit expiring from and after the date of the Closing Date except to the extent, if any, set forth in the Memorandum of Understanding (as defined below). Seller will furnish Purchaser on the Business Day prior to the Closing Date with an updated Schedule 2.2(c) containing all Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date and identifying those Letters of Credit that relate to a bond issuance. On the Closing Date, Seller and Purchaser shall execute a memorandum of understanding detailing the procedures to be followed in administering the Backup Letters of Credit and substituting the Replacement Letters of Credit as contemplated by this Section 2.2(c) including the allocation of fees between Seller and Purchaser on an equitable basis reflecting relative credit risk and administrative burdens following the Closing (the “Memorandum of Understanding”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs IXX and Xxxxx Kxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, ATM Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) except as set forth in Section 8.7, all liabilities arising out of the Equipment Leases employment of the Branch Employees and the Assumed Contractstheir dependents and beneficiaries; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities subject to any Transferred Employee in Section 2.2(c), Seller’s obligations with respect to the Letters of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7Credit; and (vii) liabilities any liability for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branches, other than Excluded Taxes and (b) Transfer Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder set forth herein. (all dutiesc) Schedule 2.2(c) contains a list of the Letters of Credit outstanding as of the close of business on June 30, responsibilities2011 with such list identifying whether a Letter of Credit relates to a bond issuance. In recognition that Seller’s obligations under the Letters of Credit are not directly assumable by or assignable to Purchaser, obligations the parties agree that (i) the Letters of Credit shall remain outstanding from and liabilities after the Closing in accordance with their respective terms and (ii)(A) for each of the Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)) and identified thereon as relating to a bond issuance, Purchaser shall issue and deliver to Seller at the Closing a backup letter of credit, in form and substance acceptable to Seller (each, a “Backup Bond Letter of Credit”), which Backup Bond Letter of Credit shall (x) permit Seller to draw on such Backup Bond Letter of Credit to the extent any funds are drawn under the applicable Letter of Credit by presenting a sight draft in the amount drawn on Seller under the applicable Letter of Credit plus any fees or any charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup Bond Letter of Credit by remitting to Seller on the same Business Day Seller presents its Affiliatessight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsfield time) immediately available funds in the amount of Seller's sight draft and (B) for the other Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)), other than Purchaser shall issue and deliver to Seller at the Assumed Liabilities or other obligations expressly assumed hereunderClosing a single backup letter of credit, in form and substance acceptable to Seller (the “Backup General Letter of Credit” and together with the Backup Bond Letters of Credit, the “Excluded LiabilitiesBackup Letters of Credit”), which Backup General Letter of Credit shall (x) permit Seller to draw on the Backup General Letter of Credit to the extent any funds are drawn under any applicable Letter of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) by presenting a sight draft in the amount drawn on Seller under such Letter of Credit plus any fees or charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup General Letter of Credit by remitting to Seller on the same Business Day Seller presents its sight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsfield time) immediately available funds in the amount of Seller's sight draft. From and after the Closing, as promptly as practicable following notice to Purchaser (and in any event within two (2) Business Days of any such notice), Purchaser shall execute and deliver to Seller additional Backup Bond Letters of Credit or amendments to the Backup General Letter of Credit, as applicable, with respect to any Letters of Credit issued between the close of business on the second (2nd) Business Day prior to the Closing Date and the Closing. On the Closing Date, Seller shall assign its rights under all reimbursement agreements and related documents (including, but not limited to, any collateral documents) with respect to the Letters of Credit (collectively, the “Reimbursement Obligations”) to Purchaser such that Purchaser will be entitled to obtain reimbursement from customers upon any draw on a Backup Letter of Credit to the same extent that Seller is entitled to obtain such reimbursement upon any draw on a Letter of Credit. From and after the Closing, Seller and Purchaser shall use commercially reasonable efforts to replace the Letters of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) with new letters of credit issued by Purchaser (each, a “Replacement Letter of Credit”). In the event that any amounts are repaid to Seller by the obligor under any applicable Letter of Credit in respect of amounts remitted to Seller by Purchaser in payment of Seller's draw on the applicable Backup Letter of Credit, Seller shall promptly remit such amounts to Purchaser. Purchaser acknowledges and agrees that Seller shall have no obligation to renew any commitments under Letters of Credit expiring from and after the date of the Closing Date except to the extent, if any, set forth in the Memorandum of Understanding (as defined below). Seller will furnish Purchaser on the Business Day prior to the Closing Date with an updated Schedule 2.2(c) containing all Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date and identifying those Letters of Credit that relate to a bond issuance. On the Closing Date, Seller and Purchaser shall execute a memorandum of understanding detailing the procedures to be followed in administering the Backup Letters of Credit and substituting the Replacement Letters of Credit as contemplated by this Section 2.2(c) including the allocation of fees between Seller and Purchaser on an equitable basis reflecting relative credit risk and administrative burdens following the Closing (the “Memorandum of Understanding”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, including Section 3.4 at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the close of business on Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Kxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and all rights, obligations, liabilities and responsibilities with respect to the servicing of the Loans pursuant to Section 2.5after the Closing Date; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including and certain liabilities in respect of Branch Employees as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller or any of its Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunderLiabilities, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the performance of contractual obligations arising, and relating to the period, after the Closing Date under the Personal Property, the Branch Leases, the Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) , the Equipment Leases and the Assumed Contracts; (iii) the Tenant Security Deposits; (iv) the performance of contractual obligations arising, and relating to the period, after the Closing Date under the Negative Deposits and the Unfunded Advances; (v) the performance of contractual obligations arising, and relating to the period, after the Closing Date under the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or and after the Transfer Date, including as set forth in Section 8.79.6; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes), including any Transfer Taxes for which Purchaser is responsible pursuant to Section 9.2. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, including the following, the “Excluded Liabilities”)): (i) any liabilities or obligations to the extent arising from any investigations, actions, suits or proceedings against Seller, the Assets or the Assumed Liabilities pending or, to Seller’s knowledge, threatened as of or prior to 11:59 p.m., Eastern time, on the Closing Date; (ii) any liabilities or obligations to the extent arising from violations of applicable law, rule or regulation, breach of fiduciary duties or tortious conduct by Seller or any of its Affiliates prior to 11:59 p.m., Eastern time, on the Closing Date, including actions or omissions by Seller or any of its Affiliates prior to 11:59 p.m., Eastern time, on the Closing Date resulting in lender liability; (iii) any liabilities or obligations to the extent arising from any breach of, default under or failure to perform under any contract, agreement, arrangement or understanding to which Seller or any of its Affiliates are party, by Seller or any of its Affiliates prior to 11:59 p.m., Eastern time, on the Closing Date; and (iv) any liabilities or obligations to the extent relating to an Excluded Asset, whether arising prior to or after 11:59 p.m., Eastern time, on the Closing Date.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Property and Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (viv) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge as and when required as of or after the Closing, all duties, responsibilities, obligations or liabilities of Seller (of any kind, whether accrued, contingent or otherwise) ), other than the Excluded Liabilities, to be discharged, performed, satisfied or paid with respect to the period on or after the Closing Date (or relating to the Transfer Date with respect to a Transferred Employee)Activities, with respect to including the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) duties, responsibilities, obligations and liabilities of Seller associated with the Purchased Assets, including the Purchased Loans (including the servicing of the Purchased Loans pursuant to Section 2.4), the Assumed Contracts, the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real PropertyRecords; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) all liabilities for (A) Taxes of, or relating to, the Purchased Assets, the Assumed Liabilities or the business or operation of the Branches Transferred Activities (other than Excluded A/75499905.9 9 Taxes) and (B) Purchaser's share of Transfer Taxes in accordance with Section 8.3; and (iv) liabilities relating to the operation or condition of the Purchased Assets, items (i), (ii) and (iii) of the Assumed Liabilities or the Transferred Activities on or after the Closing. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not not, pursuant to or as a result of this Agreement, assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder hereunder, including but not limited to the following (all dutiesthe “Excluded Liabilities”): (i) any liability to the extent arising from or related to any breach of, responsibilitiesdefault under, obligations failure to perform, torts related to the performance of, violations of law, infringements or indemnities under, guaranties pursuant to and liabilities overcharges, underpayments or penalties on the part of Seller or any of its AffiliatesAffiliates arising prior to the Closing Date under, any Assumed Contract or other contract, agreement, arrangement or understanding to which Seller or any of its Affiliates are party prior to the Closing Date; (ii) any liability (other than the Assumed Liabilities described in Section 2.2(a)) to the extent arising from or other obligations expressly assumed hereunderrelated to the operation or condition of the Purchased Assets, the “Assumed Liabilities or the Transferred Activities prior to the Closing Date; (iii) any liability with respect to or related to any Benefit Plan of Seller or any of Seller's Affiliates or relating to or arising from the employment of any person by Seller or any of Seller's Affiliates, including but not limited to any Accepting Employee; (iv) all liabilities for Excluded Liabilities”)Taxes; and (v) any liability to the extent relating to an Excluded Asset, whether arising prior to or after the Closing Date.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (viv) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches Branches, the Assets and the Assumed Liabilities (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all the duties, responsibilities, obligations or and liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), ) with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs XXX and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Property and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branch, other than Excluded Taxes), and (b) Purchaser’s portion of any Transfer Taxes pursuant to the terms of Section 8.2. (b) Notwithstanding anything to Other than the contrary in this AgreementAssumed Liabilities expressly assumed hereunder, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, including those of Seller or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwiseotherwise (including (x) Excluded Taxes and (y) those related to any breaches of the Equipment Lease, of Seller Assumed Contract or any of its AffiliatesSafe Deposit Agreement that occurred, other than or are alleged to have occurred, prior to the Assumed Liabilities Closing Date (or as otherwise expressly assumed hereunder the Transfer Date with respect to Transferred Employees)) (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx XXX Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Subleases and Tenant Security Deposits and the Owned Real PropertyDeposits; (iii) the Assumed Contracts; (iv) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including except as set forth in Section 8.78.7(c), all liabilities arising out of the employment of the Branch Employees; and (viivi) liabilities any liability for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branches, other than Excluded Taxes and (b) Transfer Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)set forth herein.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): ): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; ; (iii) the Safe Deposit Agreements; ; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and and (viiv) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).its

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all the following duties, responsibilities, obligations or and liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), ) with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs XXX and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the performance of contractual obligations under the Personal PropertyProperty Leases, Branch Leases, Tenant Leases, Tenant Security Deposits Safe Deposit Agreements and the Owned Real PropertyAssumed Contracts; (iii) the Safe Deposit AgreementsTenant Security Deposits; (iv) the Equipment Leases and Owned Real Property with respect to the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7Purchased Branches; and (viiv) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes)Branches, for any Post-Closing Tax Period. (b) Notwithstanding anything Other than the Assumed Liabilities expressly assumed hereunder pursuant to the contrary in this AgreementSection 2.2(a), Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, including those of Seller or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Kxxxx Accounts to the extent contemplated by Section 2.4; (ii) obligations arising after the Personal Property, Closing Date under the Branch Leases, Tenant Leases, and Tenant Security Deposits and the Owned Real PropertyDeposits; (iii) obligations arising after the Closing Date under the Safe Deposit Agreements; (iv) obligations arising after the Closing Date under the Equipment Leases and the Assumed Contracts; (v) obligations arising after the Closing Date under the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”), including the following: (i) any liabilities or obligations, of any kind or nature, known, unknown, contingent or otherwise, to the extent related to employees of Seller who are not Transferred Employees; (ii) any liabilities or obligations, of any kind or nature, known, unknown, contingent or otherwise, to the extent relating to or arising from or in connection with any Excluded Asset; (iii) any compensation, benefits, severance, workers’ compensation, welfare benefit claims and employment related Liabilities to Branch Employees with respect to services provided by Branch Employees to Seller prior to the Closing Date (including all liabilities for accrued but unused vacation), except to the extent otherwise provided in Section 8.7; (iv) any liability arising under any Benefit Plan or any employee benefit plan sponsored, maintained or contributed to or by Seller or any current or former ERISA affiliate of Seller, except to the extent otherwise provided in Section 8.7; (v) any liability for Excluded Taxes (whether or not relating to the Assets and the Assumed Liabilities); (vi) any liabilities or obligations, of any kind or nature, known, unknown, contingent or otherwise, to the extent arising from any investigations, actions, suits or proceedings against Seller, the Assets or the Assumed Liabilities pending or, to Seller's knowledge, threatened as of or prior to the Closing Date; (vii) any liabilities or obligations, of any kind or nature, known, unknown, contingent or otherwise, to the extent arising from violations of applicable law, rule or regulation, breach of fiduciary duties or tortious conduct by Seller or any of its Affiliates prior to the Closing Date; and (viii) any liabilities or obligations, of any kind or nature, known, unknown, contingent or otherwise, to the extent arising from any breach of, default under or failure to perform under any contract, agreement, arrangement or understanding to which Seller or any of its Affiliates are party, by Seller or any of its Affiliates prior to the Closing Date.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts[RESERVED]; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser shall assume, effective as of the Closing, and shall pay, perform and discharge all dutieswhen due the following obligations, responsibilitiesliabilities and commitments, obligations whether known or liabilities of Seller (whether unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise) otherwise and whether due or to be dischargedbecome due, performedarising out of, satisfied relating to or paid on or after otherwise in respect of the Closing Date (Transferred Assets, the Business or the Transfer Date with respect to a Transferred Employee)operation or conduct of the Business, with respect to the following including (collectively, the “Assumed Liabilities”): (i) all obligations, liabilities and commitments of Seller or any of the DepositsSeller Affiliates under the Transferred Contracts and the Transferred Permits, including Deposits in IRAs and Xxxxx Accounts each case to the extent contemplated such obligations, liabilities and commitments relate to the period from and after the Closing Date, but excluding any obligations, liabilities or commitments arising out of or relating to any breach or default by Section 2.4Seller or any of the Seller Affiliates with respect to any such Transferred Contract or Transferred Permit; (ii) all obligations, liabilities and commitments for refunds, adjustments, allowances, repairs, exchanges, returns and warranty or similar claims, in each case in respect of requests for returns in the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and ordinary course of business consistent with past practices for Products sold by the Owned Real PropertyBusiness prior to the Closing; (iii) Property Taxes that are the Safe Deposit Agreementsresponsibility of Purchaser pursuant to Section 9.01(a); (iv) Transfer Taxes that are the Equipment Leases and the Assumed Contractsresponsibility of Purchaser pursuant to Section 9.01(c); (v) all obligations, liabilities and commitments accruing, arising out of or relating to the Loans, and the servicing operation or conduct of the Loans pursuant to Section 2.5Business or the use or ownership of the Transferred Assets, in each case after the Closing Date, including obligations, liabilities and commitments in respect of any and all products sold by the Business after the Closing Date (including in respect of product liability claims); (vi) all obligations, liabilities to any Transferred Employee and commitments (A) arising under or in respect of his (x) the advertising commitments set forth in Schedule 1.04(a)(vi) or her employment with Purchaser (y) any advertising commitments entered into or assumed by Seller or any of the Seller Affiliates on or after the Transfer Date, including date of this Agreement in accordance with the terms of this Agreement and (B) for trade promotions and consumer promotions (x) as set forth in Section 8.7Schedule 1.04(a)(vi) or (y) planned or committed on or after the date of this Agreement in accordance with the terms of this Agreement, in each case in respect of any and all Products of the Business (including the Transferred Inventory) sold by Purchaser on and after the Closing Date; and (vii) all obligations, liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation and commitments of the Branches (other than Excluded Taxes)Purchaser pursuant to Section 5.05. (b) Notwithstanding anything to the contrary in any other provision of this Agreement, Purchaser shall not assume or any Retained Liability, each of which shall be bound retained and paid, performed and discharged when due by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its and the Seller Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the . The term “Excluded Retained Liabilities”).” means:

Assumption of Liabilities. (a) Subject to On the terms and subject to the conditions set forth in this Agreementherein, at from and after the Closing, Purchaser shall assume, pay, the Buyer will assume and satisfy or perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to Liabilities of the Seller or any Transferred Employee Affiliated Transferor in respect of, or otherwise arising from the operation or use of his or her employment with Purchaser on or after the Transfer DateAcquired Assets, including other than the Excluded Liabilities (as set forth in Section 8.72.4 below), including the following Liabilities (the "Assumed Liabilities"): (a) all Environmental Liabilities (including, without limitation, the Environmental Liabilities relating to the properties referenced in Sections 5.3.3 and 5.3.4, other than the limited obligations with respect thereto retained by Seller pursuant to such Sections (which retained obligations shall fully and finally terminate upon Seller's satisfaction thereof in accordance with the requirements of such Sections)), other than the Excluded Liabilities (as set forth in Section 2.4 below); (b) all Liabilities under (i) the Contracts, Leases, and the Transferable Permits in accordance with the terms thereof, (ii) the contracts, leases and other agreements entered into by the Seller with respect to the Acquired Assets which would be required to be disclosed on Schedule 2.1(c) or 2.1(f) but for the exception provided in clause (iii) of Section 3.8(a), in accordance with the terms thereof, and (iii) the contracts, leases, commitments and other agreements entered into by the Seller with respect to the Acquired Assets during the Interim Period consistent with the terms of this Agreement (including, without limitation, Capital Commitments); (c) all Liabilities under the Permitted Encumbrances other than under or with respect to the exercise of the Reserved Easements; (d) all Liabilities to Customers under the Contracts to which such Customers are a party and/or in connection with the use, operation and/or ownership of the Distribution System and/or the Facilities, including, without limitation, the obligation to provide electrical and related services to the Customers; provided that Seller shall retain any undisclosed Liability arising out of any failure by Seller to deliver electrical, water or related services to such Customers as required by such Contract(s) during the forty- five (45) days before the Closing Date; (e) all Liabilities relating to the Acquired Assets, including any FERC fees or headwater benefits assessments assessed on the Facilities and all Liabilities associated with the structural integrity of buildings adjacent to the Acquired Assets; and (viif) liabilities for Taxes of, all other Liabilities expressly allocated to the Buyer in this Agreement or relating to, the Assets, the Assumed Liabilities or the business or operation in any of the Branches (other than Excluded Taxes)Related Agreements. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leasesthe Acquired ATM Lease, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, Loans and the servicing of the Loans pursuant to Section 2.5Loans; (viv) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viivi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches at the Owned Real Properties, the Assets and the Assumed Liabilities (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs XXX and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, ATM Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) except as set forth in Section 8.7, all liabilities arising out of the Equipment Leases employment of the Branch Employees and the Assumed Contractstheir dependents and beneficiaries; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities subject to any Transferred Employee in Section 2.2(c), Seller’s obligations with respect to the Letters of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7Credit; and (vii) liabilities any liability for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branches, other than Excluded Taxes and (b) Transfer Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder set forth herein. (all dutiesc) Schedule 2.2(c) contains a list of the Letters of Credit outstanding as of the close of business on June 30, responsibilities2011 with such list identifying whether a Letter of Credit relates to a bond issuance. In recognition that Seller’s obligations under the Letters of Credit are not directly assumable by or assignable to Purchaser, obligations the parties agree that (i) the Letters of Credit shall remain outstanding from and liabilities after the Closing in accordance with their respective terms and (ii)(A) for each of the Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)) and identified thereon as relating to a bond issuance, Purchaser shall issue and deliver to Seller at the Closing a backup letter of credit, in form and substance acceptable to Seller (each, a “Backup Bond Letter of Credit”), which Backup Bond Letter of Credit shall (x) permit Seller to draw on such Backup Bond Letter of Credit to the extent any funds are drawn under the applicable Letter of Credit by presenting a sight draft in the amount drawn on Seller under the applicable Letter of Credit plus any fees or any charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup Bond Letter of Credit by remitting to Seller on the same Business Day Seller presents its Affiliatessight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsfield time) immediately available funds in the amount of Seller's sight draft and (B) for the other Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)), other than Purchaser shall issue and deliver to Seller at the Assumed Liabilities or other obligations expressly assumed hereunderClosing a single backup letter of credit, in form and substance acceptable to Seller (the “Backup General Letter of Credit” and together with the Backup Bond Letters of Credit, the “Excluded LiabilitiesBackup Letters of Credit”), which Backup General Letter of Credit shall (x) permit Seller to draw on the Backup General Letter of Credit to the extent any funds are drawn under any applicable Letter of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) by presenting a sight draft in the amount drawn on Seller under such Letter of Credit plus any fees or charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup General Letter of Credit by remitting to Seller on the same Business Day Seller presents its sight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsfield time) immediately available funds in the amount of Seller's sight draft. From and after the Closing, as promptly as practicable following notice to Purchaser (and in any event within two (2) Business Days of any such notice), Purchaser shall execute and deliver to Seller additional Backup Bond Letters of Credit or amendments to the Backup General Letter of Credit, as applicable, with respect to any Letters of Credit issued between the close of business on the second (2nd) Business Day prior to the Closing Date and the Closing. On the Closing Date, Seller shall assign its rights under all reimbursement agreements and related documents (including, but not limited to, any collateral documents) with respect to the Letters of Credit (collectively, the “Reimbursement Obligations”) to Purchaser such that Purchaser will be entitled to obtain reimbursement from customers upon any draw on a Backup Letter of Credit to the same extent that Seller is entitled to obtain such reimbursement upon any draw on a Letter of Credit. From and after the Closing, Seller and Purchaser shall use commercially reasonable efforts to replace the Letters of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) with new letters of credit issued by Purchaser (each, a “Replacement Letter of Credit”). In the event that any amounts are repaid to Seller by the obligor under any applicable Letter of Credit in respect of amounts remitted to Seller by Purchaser in payment of Seller's draw on the applicable Backup Letter of Credit, Seller shall promptly remit such amounts to Purchaser. Purchaser acknowledges and agrees that Seller shall have no obligation to renew any commitments under Letters of Credit expiring from and after the date of the Closing Date except to the extent, if any, set forth in the Memorandum of Understanding (as defined below). Seller will furnish Purchaser on the Business Day prior to the Closing Date with an updated Schedule 2.2(c) containing all Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date and identifying those Letters of Credit that relate to a bond issuance. On the Closing Date, Seller and Purchaser shall execute a memorandum of understanding detailing the procedures to be followed in administering the Backup Letters of Credit and substituting the Replacement Letters of Credit as contemplated by this Section 2.2(c) including the allocation of fees between Seller and Purchaser on an equitable basis reflecting relative credit risk and administrative burdens following the Closing (the “Memorandum of Understanding”).

Assumption of Liabilities. (a) Subject to On and after the terms and conditions set forth in date of this Agreement, at the Closing, Purchaser shall assume, Buyer hereby assumes and the Buyer hereby agrees to pay, perform and discharge all dutiesas and when due, responsibilities, those liabilities and obligations or liabilities of the Seller (whether accrueda) arising pursuant to, contingent or otherwisein connection with, the terms of the Enumerated Contracts, the Employment and Labor Agreements and/or the Trade Show; (b) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), as contemplated by Section 7 with respect to the following Division Employees and the Schedule 7.2 Employees; (c) arising under and with respect to Warranty Claims, subject to the provisions of Section 8.1 hereof; (d) arising in connection with any items of software listed on Schedule 4.22 attached hereto and made a part hereof, and under and with respect to any license with respect to any such software; and (e) arising under Section 8.4 hereof (each of the foregoing as described in clauses (a), (b), (c), (d) and (e) above, collectively, the “"Assumed Liabilities”): "). Without limiting the foregoing, the Buyer shall not assume (and the term "Assumed Liabilities" shall not be deemed to include) (i) income Taxes of the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; Seller; (ii) except as provided in Section 10.2 of this Agreement, all other Taxes attributable to periods ending on or prior to the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; date of this Agreement; (iii) Taxes of any other Person for which the Safe Deposit Agreements; Seller may be liable by contract or otherwise; (iv) any liability of any kind due to illegal or tortious conduct prior to the Equipment Leases and date of this Agreement by the Assumed Contracts; Seller, or the Seller's officers, directors or employees, whether to employees or third parties; (v) any liability for product liability lawsuits arising from the Loans, and sale of any Product before the servicing date of the Loans pursuant to Section 2.5; this Agreement; (vi) liabilities to any Transferred Employee liability for the infringement of any item of Intellectual Property in respect connection with the sale of his or her employment with Purchaser on or after any Product before the Transfer Date, including as set forth in Section 8.7date of this Agreement; and and (vii) any other liability not expressly assumed by the Buyer pursuant to this Agreement. All the liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation and obligations of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or are hereinafter referred to as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “"Excluded Liabilities”)".

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs IXX/Keoghs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Property and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (vi) the Investment Management and Trust Services Relationships; (vii) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (viiviii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or from and after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs IXX/Keoghs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (in each case other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs XXX and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, ATM Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) except as set forth in Section 8.7, all liabilities arising out of the Equipment Leases employment of the Branch Employees and the Assumed Contractstheir dependents and beneficiaries; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities subject to any Transferred Employee in Section 2.2(c), Seller’s obligations with respect to the Letters of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7Credit; and (vii) liabilities any liability for (a) Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (Branches, other than Excluded Taxes and (b) Transfer Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder set forth herein. (all dutiesc) Schedule 2.2(c) contains a list of the Letters of Credit outstanding as of the close of business on June 30, responsibilities2011 with such list identifying whether a Letter of Credit relates to a bond issuance. In recognition that Seller’s obligations under the Letters of Credit are not directly assumable by or assignable to Purchaser, obligations the parties agree that (i) the Letters of Credit shall remain outstanding from and liabilities after the Closing in accordance with their respective terms and (ii)(A) for each of the Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)) and identified thereon as relating to a bond issuance, Purchaser shall issue and deliver to Seller at the Closing a backup letter of credit, in form and substance acceptable to Seller (each, a “Backup Bond Letter of Credit”), which Backup Bond Letter of Credit shall (x) permit Seller to draw on such Backup Bond Letter of Credit to the extent any funds are drawn under the applicable Letter of Credit by presenting a sight draft in the amount drawn on Seller under the applicable Letter of Credit plus any fees or any charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup Bond Letter of Credit by remitting to Seller on the same Business Day Seller presents its Affiliatessight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsfield time) immediately available funds in the amount of Seller’s sight draft and (B) for the other Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date set forth on Schedule 2.2(c) (as updated pursuant to the penultimate sentence of this Section 2.2(c)), other than Purchaser shall issue and deliver to Seller at the Assumed Liabilities or other obligations expressly assumed hereunderClosing a single backup letter of credit, in form and substance acceptable to Seller (the “Backup General Letter of Credit” and together with the Backup Bond Letters of Credit, the “Excluded LiabilitiesBackup Letters of Credit”), which Backup General Letter of Credit shall (x) permit Seller to draw on the Backup General Letter of Credit to the extent any funds are drawn under any applicable Letter of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) by presenting a sight draft in the amount drawn on Seller under such Letter of Credit plus any fees or charges owing to Seller in respect of such Letter of Credit, and (y) require Purchaser to pay such draw by Seller on the Backup General Letter of Credit by remitting to Seller on the same Business Day Seller presents its sight draft (or on the next Business Day if Seller presents its sight draft after 2:00 p.m. Pittsfield time) immediately available funds in the amount of Seller’s sight draft. From and after the Closing, as promptly as practicable following notice to Purchaser (and in any event within two (2) Business Days of any such notice), Purchaser shall execute and deliver to Seller additional Backup Bond Letters of Credit or amendments to the Backup General Letter of Credit, as applicable, with respect to any Letters of Credit issued between the close of business on the second (2nd) Business Day prior to the Closing Date and the Closing. On the Closing Date, Seller shall assign its rights under all reimbursement agreements and related documents (including, but not limited to, any collateral documents) with respect to the Letters of Credit (collectively, the “Reimbursement Obligations”) to Purchaser such that Purchaser will be entitled to obtain reimbursement from customers upon any draw on a Backup Letter of Credit to the same extent that Seller is entitled to obtain such reimbursement upon any draw on a Letter of Credit. From and after the Closing, Seller and Purchaser shall use commercially reasonable efforts to replace the Letters of Credit (other than those identified on Schedule 2.2(c) as relating to a bond issuance) with new letters of credit issued by Purchaser (each, a “Replacement Letter of Credit”). In the event that any amounts are repaid to Seller by the obligor under any applicable Letter of Credit in respect of amounts remitted to Seller by Purchaser in payment of Seller’s draw on the applicable Backup Letter of Credit, Seller shall promptly remit such amounts to Purchaser. Purchaser acknowledges and agrees that Seller shall have no obligation to renew any commitments under Letters of Credit expiring from and after the date of the Closing Date except to the extent, if any, set forth in the Memorandum of Understanding (as defined below). Seller will furnish Purchaser on the Business Day prior to the Closing Date with an updated Schedule 2.2(c) containing all Letters of Credit outstanding as of the close of business on the second (2nd) Business Day prior to the Closing Date and identifying those Letters of Credit that relate to a bond issuance. On the Closing Date, Seller and Purchaser shall execute a memorandum of understanding detailing the procedures to be followed in administering the Backup Letters of Credit and substituting the Replacement Letters of Credit as contemplated by this Section 2.2(c) including the allocation of fees between Seller and Purchaser on an equitable basis reflecting relative credit risk and administrative burdens following the Closing (the “Memorandum of Understanding”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accruedSeller, contingent or otherwise) other than the Excluded Liabilities, to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, Loans and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder hereunder, including the following (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereundercollectively, the “Excluded Liabilities”)): (i) any liabilities or obligations to the extent arising from any investigations, actions, suits or proceedings against Seller, the Assets or the Assumed Liabilities pending or, to Seller’s knowledge, threatened as of or prior to 5:00 p.m., Eastern time, on the Closing Date; (ii) any liabilities or obligations to the extent arising from violations of applicable law, rule or regulation, breach of fiduciary duties or tortious conduct by Seller or any of its Affiliates prior to 5:00 p.m., Eastern time, on the Closing Date, including actions or omissions by Seller or any of its Affiliates prior to 5:00 p.m., Eastern time, on the Closing Date resulting in lender liability; (iii) any liabilities or obligations to the extent arising from any breach of, default under or failure to perform under any contract, agreement, arrangement or understanding to which Seller or any of its Affiliates are party, by Seller or any of its Affiliates prior to 5:00 p.m., Eastern time, on the Closing Date; and (iv) any liabilities or obligations to the extent relating to an Excluded Asset, whether arising prior to or after 5:00 p.m., Eastern time, on the Closing Date.

Assumption of Liabilities. At the Closing and except as otherwise specifically provided in Section 1.6.3, PRG shall assume and agree to pay, discharge or perform, as appropriate, without duplication, solely the following liabilities and obligations of Seller (the "Assumed Liabilities"): 1.6.1 all accounts payable of Seller arising before the Closing in the regular and ordinary course of the Business; 1.6.2 obligations to perform services and deliver products, accruing after the Closing, pursuant to contracts with customers entered into in the ordinary course of business; and 1.6.3 all liabilities and obligations of Seller in respect of the agreements, contracts, commitments and leases which are specifically identified on Schedule 1.6.3 attached hereto. 1.6.4 In no event, however, shall PRG assume or incur any liability or obligation under this Section 1.6 or otherwise in respect of any of the following liabilities or obligations: (a) Subject liabilities or obligations arising out of any breach by Seller of any provision of any agreement, contract, commitment or lease, including but not limited to liabilities or obligations arising out of Seller's failure to perform any agreement, contract, commitment or lease in accordance with its terms prior to the terms and conditions set forth Closing; (b) any indebtedness for borrowed money, including without limitation, any indebtedness arising under any note, debenture, bond, letter of credit agreement, loan agreement or other contract or commitment for the borrowing or lending of money relating to the Business or agreement or arrangement for a line of credit, or any guaranties, in this Agreementany manner, at whether directly or indirectly, of any indebtedness, dividend or other obligation of any other person or entity relating to the Business (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection); (c) any product liability or similar claim for injury to person or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Seller, or alleged to have been made by Seller, or which is imposed or asserted to be imposed by operation of law, in connection with any service performed or product sold or leased by or on behalf of Seller on or prior to the Closing, Purchaser shall assumeincluding without limitation any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for consequential damage, paylost revenue or income; (d) any federal, perform and discharge all duties, responsibilities, obligations state or liabilities of Seller local income or other tax (whether accrued, contingent or otherwisei) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), payable with respect to the following business, assets, properties or operations of Seller or any Shareholder or any member of any affiliated group of which Seller or any Shareholder is a member for any period prior to the Closing Date, or (collectivelyii) incident to or arising as a consequence of the negotiation or consummation by Seller or Shareholder of this Agreement and the transactions contemplated hereby; (e) any liability or obligation under, in connection with, or with respect to the “Assumed Liabilities”):Excluded Assets; (f) any liability or obligation arising prior to or as a result of the Closing to any employees, agents or independent contractors of Seller, whether or not employed by PRG after the Closing, or under any benefit arrangement with respect thereto, except for obligations incurred in the ordinary course of the Business set forth on Schedule 1.6.4; (g) any liability or obligation of Seller or any Shareholder arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, fees and expenses of counsel, accountants and other experts); (h) any liability or obligation of Seller or any Shareholder to or relating to any person or entity affiliated with Seller; and (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities any liability or obligation relating to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or employee benefit plan except as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)specifically provided above.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs XXX/Keoghs and Xxxxx Accounts to the extent contemplated by Section 2.4related account agreements; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Property and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.52.4; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all the duties, responsibilities, obligations or liabilities Liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or from and after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, solely with respect to the following (collectively, the “Assumed Liabilities”): (i) the DepositsDeposits (other than Accrued Interest), including Deposits in IRAs XXX and Xxxxx Accounts to the extent contemplated by Section 2.42.5; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit AgreementsPersonal Property, if any, and the Personal Property Leases, if any; (iv) the Equipment Leases and the Assumed Contracts;Safe Deposit Agreements; and (v) the Loansaccrued liabilities, and if any, described in Schedule 2.2(a)(v) (the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes“Accrued Liabilities”). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, Liabilities of Seller or of any of its Affiliates, including, without limitation, (i) any Liabilities of Seller and its Affiliates arising out of or relating to the business of the Branches, the Branch Employees, the Employee Benefit Plans or the Assets prior to the Closing Date or as a result of the Closing, other than the Assumed Liabilities or as otherwise expressly assumed hereunder set forth herein, and (all duties, responsibilities, obligations ii) any special assessment related to the Deposits assessed by the FDIC based on a quarterly Report of Condition and liabilities of Income (a “Call Report”) filed by Seller or any one of its Affiliates, other than Affiliates prior to the Assumed Liabilities or other obligations expressly assumed hereunderClosing Date (collectively, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject Intellijet hereby assumes, and agrees to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, observe and perform and discharge all of the duties, responsibilitiesobligations, terms, provisions and covenants of, all of Company's burdens, debts, obligations or and liabilities of Seller (every nature and kind, whether accruedliquidated or contingent, contingent choate or otherwise) to be dischargedinchoate, performed, satisfied known or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Depositsuxxxxxx, including Deposits in IRAs and Xxxxx Accounts but not limited to the extent contemplated by Section 2.4; (ii) the Personal PropertyCompany's accounts payable, Branch Leasesvendor claims, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilitiesnotes payable, obligations or liabilitiesunder any contracts, agreement, instruments, licenses and leases, accrued salaries and benefits, taxes of any kind or nature, knownfilings made with any regulatory agencies, unknownfines and penalties, contingent accrued expenses, employment matters and benefits, employment contracts, debt, subordinated debt, claims made by any past or otherwisecurrent holders of the Company's securities, of Seller warranties and other customer claims, actions and proceedings, pending or threatened, and liabilities, obligations or claims, whether or not presently asserted, arising out of, relating to or connection with the Company's Assets or any business heretofore conducted by the Company or any of its Affiliatesaffiliates and subsidiaries at any time prior to the closing of that certain Securities Purchase Agreement ("Purchase Agreement") between Jordan and Keating Reverse Merger Fund, other than LXX ("XXM Fund") dated January 11, 2005 ("Closing") (the "Assumed Liabilities"). The Assumed Liabilities shall include, but not be limited to: (i) all of the Company's liabilities and obligations under any license agreements including all obligations for the payment of past, current or as otherwise expressly assumed hereunder future royalties payable thereunder; (ii) any claims by past or present stockholders, debt holders, warrant holders, or option holders of the Company on account of actions or events occurring prior to the Closing, including the Distribution, (iii) each of the liabilities set forth on the Schedule attached hereto, each of which shall be paid in full at or prior to Closing, and (iv) any and all duties, responsibilities, obligations and liabilities of Seller or any the Company with respect to the 2004 stock option plan of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunderCompany, the “Excluded Liabilities”registration statement filed with the SEC with respect thereto, and any and all shares issued under such plan or registration statement ("Option Plan").

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at At the Closing, Purchaser the Buyer shall assume, assume and agree to pay, perform and discharge all dutiesdischarge, responsibilitiesor perform, obligations or liabilities as appropriate, when due only the Liabilities of the Seller specifically identified below in this Section 2.5(a) (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the DepositsAccounts Payable, including Deposits but in IRAs and Xxxxx Accounts each case only to the extent contemplated by Section 2.4set forth on the Closing Balance Sheet; (ii) the Personal PropertyAccrued Expenses, Branch Leases, Tenant Leases, Tenant Security Deposits and but in each case only to the Owned Real Propertyextent set forth on the Closing Balance Sheet; (iii) the Safe Deposit AgreementsCrestmark Note, the outstanding balance of which as of the Closing Date shall be reflected on the Closing Balance Sheet; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing any post-Closing executory obligations under those Contracts identified as assumed Contracts on Section 4.16 of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes)Disclosure Schedule. (b) Notwithstanding anything to the contrary in paragraph (a) above or any other provision of this Agreement, Purchaser shall the Buyer is not assume assuming under this Agreement or be bound by any dutiesother Transaction Document any Liability that is not specifically identified as an Assumed Liability under Section 2.5(a) (each, responsibilitiesan “Excluded Liability”), obligations or liabilities, including any of the following: (i) all Liabilities arising out of any kind Default by the Seller of any provision of any Contract, Law, or natureGovernmental Permit; (ii) all product Liabilities, knownLiabilities relating to services provided, unknownor similar claims for injury to any Person or property, contingent regardless of when made or otherwiseasserted, that arises out of or are based upon any express or implied representation, warranty, agreement, services or guarantee provided by the Seller, or alleged to have been made by the Seller, or that are imposed or asserted to be imposed by operation of Law in connection with any service performed or product sold or leased by or on behalf of the Seller on or prior to the Closing; (iii) any federal, state, or local income or other Tax payable with respect to the Business, the Purchased Assets, or other properties or operations of the Seller or any member of its Affiliatesany affiliated group of which the Seller is a member for the Pre-Closing Tax Period; (iv) any Liabilities under or in connection with any Excluded Assets; (v) all Liabilities arising prior to the Closing Date, or as a result of the Closing, for severance, bonuses, or any other form of compensation to any employees, agents, or independent contractors of the Seller, whether or not employed by the Buyer after the Closing and whether or not arising or under any applicable Law, Benefit Plan, or other arrangement with respect thereto, except for accrued vacation and vacation pay for Transferred Employees included in Accrued Expenses; (vi) all Liabilities of the Seller arising or incurred in connection with the negotiation, preparation, and execution of this Agreement and the Transactions; (vii) all Liabilities arising out of the announcement of the Transactions; (viii) all Environmental Liabilities arising from or related to circumstances existing on or before the Closing Date; (ix) the amount of all Outstanding Checks; (x) all Liabilities to give credits or take other remedial action for defective goods or services; (xi) all Liabilities for money borrowed (other than the Assumed Crestmark Note); (xii) all Liabilities of any Seller Party or as otherwise expressly assumed hereunder Affiliate thereof based upon an act or omission of such Person after the Closing; (xiii) all dutiesLiabilities related to or arising out of any Benefit Plan; and (xiv) any other Liabilities, responsibilitiesregardless of when made or asserted, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly that are not specifically assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Upon the sale and purchase of the Subject Assets, except as excluded in paragraph (b), Buyer shall assume and agree to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge in the ordinary course of business the following: (i) all dutiesof the liabilities and obligations of Sellers arising under the unfilled portions of those purchase or sales orders from customers of Sellers, responsibilitiesas identified in Schedule 1.2(a)(i) (the "Acquired Sales Orders"), (ii) effective as of the Closing Date, all of the liabilities and obligations of Sellers arising under the software license agreements being transferred to Buyer, as identified in Schedule 1.2(a)(ii) (the "License Agreements") (including service, warranty and upgrade obligations) solely to the extent such obligations and liabilities arise and relate to events, acts or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or omissions occurring after the Closing Date (or and become due and payable after the Transfer Date with respect to a Transferred Employee)Closing Date, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) liabilities and obligations related to the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) Prepaid Maintenance Amounts set forth on Schedule 1.3(b). The liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after be assumed by Buyer under this Section 1.2(a) are hereinafter sometimes referred to as the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the "Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes)Liabilities." (b) Notwithstanding anything Except to the contrary in this Agreementextent expressly assumed pursuant to Section 1.2(a) above, Purchaser Buyer shall not assume or be bound by or be liable for any dutiesdebt, responsibilitiesobligation, obligations responsibility or liabilities, liability of Sellers or any Affiliate (as defined below) of any kind or nature, known, unknown, contingent accrued, absolute, contingent, or otherwise. Without limiting the foregoing sentence, Buyer shall have no responsibility with respect to the following, whether or not disclosed in the Base Balance Sheet or a Schedule hereto: (i) liabilities and obligations related to or arising from the Excluded Assets and/or related to or arising from Fonix's operations and assets other than the operations and assets of Seller the Business acquired under this Agreement; (ii) liabilities and obligations related to or arising from transactions with any officer, director or stockholder of either of the Sellers or any person or organization controlled by, controlling, or under common control with any of them (an "Affiliate"); (iii) liabilities and obligations for taxes of any kind, including taxes related to or arising from the transfers contemplated hereby; (iv) liabilities and obligations for damage or injury to person or property based upon events occurring prior to the date of Closing; (v) liabilities and obligations to employees of Sellers, whether for accident, disability, or workers compensation insurance or benefits, benefits under employee benefit plans, back pay, accrued vacation, or obligations related to or resulting from severance of employment by Sellers; (vi) workmen's liens on any of the Subject Assets; (vii) liabilities incurred by Sellers in connection with this Agreement and the transactions provided for herein, including counsel and accountant's fees, filing fees and expenses, transfer and other taxes, and expenses pertaining to ASI's liquidation or the performance by either of the Sellers of their obligations hereunder; (viii) liabilities of Sellers with respect to any options, warrants, agreements or convertible or other rights to acquire or cause registration of any shares of their capital stock of any class; (ix) liabilities and obligations related to or arising from products or services delivered or performed prior to the Closing Date (including warranty or service claims and upgrades of existing products); (x) liabilities and obligations under outstanding indebtedness of Sellers or otherwise to the former shareholders of Articulate Systems, Inc.; (xi) all liabilities and obligations with respect to any claims or litigation, except as described in Schedule 1.2(b)(xi) hereof, including liabilities and obligations for attorneys' fees for work performed and expenses incurred prior to the Closing; (xii) all liabilities and obligations under the Excluded Contracts or under any Purchased Contracts not identified on Schedule 1.2(a)(i) or Schedule 1.2(a)(ii); (xiii) all liabilities and obligations of Fonix under the MRC Agreement, including, without limitation, the obligation to pay royalties received under any of the License Agreements to MRC. (c) The assumption of the Assumed Liabilities by Buyer hereunder shall be treated as independent of Buyer's existing business and shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Sellers or any of its Affiliates, other than their respective affiliates or subsidiaries. Nothing herein shall prevent Buyer from contesting in good faith any of the Assumed Liabilities or as otherwise expressly assumed hereunder (all dutiesLiabilities; provided, responsibilitieshowever, no such contest by Buyer shall relieve Buyer of its indemnification obligations and liabilities of Seller or under Section 8.3 hereof. Nothing herein shall prevent Sellers from contesting in good faith any of its Affiliatesthe liabilities retained by them; provided, other than the Assumed Liabilities or other however, no such contest by Sellers shall relieve Sellers of their indemnification obligations expressly assumed hereunder, the “Excluded Liabilities”)under Section 8.2 hereof.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge assume all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) solely to the extent such duties, responsibilities, obligations or liabilities are required to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs XXX and Xxxxx Accounts to the extent contemplated by Section 2.4, as of the close of business on the day immediately preceding the Closing Date; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts, except for any liability or obligation under such contracts (i) to be performed prior to the Closing Date or (ii) arising from a breach of, or default under, such contract by Seller or its Affiliates; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including except as set forth in Section 8.7, all liabilities arising out of the employment of the Branch Employees and their dependents and beneficiaries arising or accruing from and after the Closing Date; (vi) the obligations under the Transferred Loans and related Loan Documents, including any unfunded commitments and lines of credit related to the Transferred Loans and the obligation and responsibility to service the Transferred Loans as contemplated by Section 2.5; (vii) subject to Section 2.2(c), Seller’s obligations with respect to the Letters of Credit; and (viiviii) liabilities liability for Taxes of, relating to the holding or relating to, use of the Assets, the Assumed Liabilities Acquired Assets or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall will not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, or of any of Seller’s Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, otherwise (other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all dutiesset forth herein), responsibilities, including without limitation any liabilities or obligations and liabilities related to or arising out of Seller Seller’s or any of its Affiliates’ ownership and operation of the Branches and the Acquired Assets prior to the Closing Date. (c) In recognition that Seller’s obligations under the Letters of Credit are not directly assumable by or assignable to Purchaser, other than the Assumed Liabilities or other obligations expressly assumed hereunderparties agree that the Letters of Credit shall remain outstanding from and after the Closing in accordance with their respective terms. On the Closing Date, Seller shall assign its rights under all reimbursement agreements and related documents (including, but not limited to, any collateral documents) with respect to the Letters of Credit (collectively, the “Excluded LiabilitiesReimbursement Obligations”) to Purchaser such that Purchaser will be entitled to obtain reimbursement from customers upon any draw on a Letter of Credit to the same extent that Seller is entitled to obtain such reimbursement upon any draw on a Letter of Credit. From and after the Closing, Seller and Purchaser shall use commercially reasonable efforts to replace the Letters of Credit with new letters of credit issued by Purchaser (each, a “Replacement Letter of Credit”). On the Closing Date, Seller and Purchaser shall execute a memorandum of understanding detailing the procedures to be followed in administering the Letters of Credit and substituting Replacement Letters of Credit as contemplated by this Section 2.2(c), including procedures for Purchaser to reimburse Seller for any payments it makes in respect of a draw on a Letter of Credit.

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, including Section 3.4, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date Effective Time (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts Accounts, but excluding Excluded XXX/Xxxxx Account Deposits to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits Property and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the LoansLoans (it being understood and agreed that Purchaser is assuming all future funding obligations as of the Effective Time in respect of any Loan), and the servicing of the Loans after the Effective Time pursuant to Section 2.5; (vi) liabilities to in respect of any Transferred Employee in respect arising out of or relating to his or her employment with Purchaser on or after the Transfer Date, including and certain liabilities in respect of Branch Employees as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller or any of its Affiliates, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder set forth herein (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreementhereof, and with the express exception of the Excluded Liabilities, the Purchaser covenants and agrees that, at and after the ClosingClosing Time, Purchaser shall it will assume, paybe liable and responsible for and undertake to discharge, perform and discharge fulfill, and each of the Purchaser and MLA, jointly and severally covenants and agrees to indemnify and hold each of the Vendors and their respective affiliates, and each of their respective officers, directors, employees and agents, harmless with respect to all dutiesLiabilities, responsibilitieswhether arising before, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (Date, relating to, arising from or the Transfer Date connected with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; Purchased Assets; and/or (ii) the Personal Propertyownership, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loanspossession or control of, and all Former Activities on, in or under, the servicing Properties, and/or the ownership, possession or control of any other Purchased Assets, including for greater certainty, any circumstance, occurrence, activity, event or state of affairs conducted in, on, or under the Properties by the Purchaser, MLA and/or their respective affiliates, successors and assigns (including successors in title) and their respective directors, officers, employees, agents, contractors, representatives, subcontractors, invitees, and/or other persons where such other persons are carrying on activities with the authority of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer DatePurchaser, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes)MLA and/or their respective affiliates. (b) Notwithstanding anything Without limiting the generality of Subsection 2.6(a), for greater certainty, the Purchaser covenants and agrees that at and after the Closing Time it shall assume, be liable and responsible for and undertake to perform, discharge and fulfill all Environmental Liabilities in respect of, related to or arising out of the Properties or the conduct of any Former Activities thereon and all environmental and/or mining rehabilitation and reclamation costs, liabilities and obligations; (c) Each of the Purchaser and MLA hereby indemnifies and saves each of the Vendors and their respective affiliates and each of their respective directors, officers, employees and agents harmless of and from all actions, causes of action, suits, claims, demands, grievances, arbitration awards and any costs whatsoever which may be asserted by the Employees, or by any Governmental Authority arising from payment to or Taxes related to the contrary Employees against the Vendors or their affiliates or their respective directors, officers, employees or agents in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, respect of any kind substitution of employer, termination of employment or nature, known, unknown, contingent or otherwise, the assignment of Seller or rights of any agreement of its Affiliates, other than such Employees by the Purchaser as at and from and after the Closing Time. (d) In connection with the assumption of the Assumed Liabilities Obligations by the Purchaser, the Parties covenant and agree that, at the Closing Time, they will execute and deliver an agreement (the “Assumption Agreement”) respecting the same in a form satisfactory to the parties thereto. (e) For clarity, the Vendors specifically acknowledge, covenant and agree that at all times whether prior or as otherwise expressly assumed hereunder (subsequent to Closing, they will retain all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “for Excluded Liabilities”).