Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. Subject to the exceptions and exclusions of this Section 2.6, the Buyer agrees that on the Effective Date, it will assume and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject In addition to the exceptions and exclusions issuance of this the Units in accordance with Section 2.62.3, at the Closing, the Buyer agrees that on Company shall, by appropriate instruments reasonably satisfactory to the Effective DateCompany and Metaldyne to be executed and delivered at Closing, it will assume and agree to pay, perform and pay when due: discharge the following Liabilities (ithe "Assumed Liabilities"): (a) all Trade PayablesLiabilities under the Assumed Contracts which by the terms of the Assumed Contracts arise from performance or non-performance after the Closing Date under the Assumed Contracts, but only when and to the extent the Company receives the corresponding benefits of such Assumed Contracts; (iib) all unperformed Liabilities for the purchase of raw materials, parts, supplies and unfulfilled obligations repair and maintenance materials under the Contracts open supply contracts, purchase orders and commitments set forth on Schedule 2.1(c)2.4 or given or made after the date hereof consistent with Section 8.7; (c) all Liabilities arising from the conduct of the Business and the ownership and operation of the Facility from and after the Closing Date; (d) except as provided in the Employee Matters Agreement, for which all Liabilities arising under the Seller is Worker Adjustment and Retraining Notification Act of 1988 (the "WARN Act") relating to, arising out of, or incurred in connection with any closure or shutdown, or deemed closure or shutdown, partial or otherwise, of the Facility, the Business or the operations thereof after the JV Termination Date; (e) all current liabilities of the business set forth on the Opening Balance Sheet (and not in default the notes thereto) using Seller's Accounting Principles; and (i) any Liabilities relating to, arising out of, in connection with or in respect of any Environmental Condition that did not exist or had not occurred on or prior to the --------------- Effective JV Termination Date, (iii) all liabilities pertaining to customer depositsincluding any Environmental Claim in respect of any such Environmental Condition, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxesto the extent Seller is not required to indemnify and hold harmless the Company Indemnified Parties and Metaldyne Indemnified Parties therefrom under Section 13.9(b), (iii) a pro rated portion of the 1997 Operational Taxesany Environmental Liabilities relating to, (iv) any taxes imposed on the Seller because of the operations arising out of, in connection with or in respect of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed LiabilitiesUnknown Environmental Conditions.

Assumption of Liabilities. Subject to At the exceptions Closing, Buyer shall assume, and exclusions of this Section 2.6thereafter pay, the Buyer agrees that on the Effective Date, it will assume and agree to perform and pay discharge when due: , all of the following liabilities (the "ASSUMED LIABILITIES"), which Assumed Liabilities are listed by category, including estimated amounts of such Assumed Liabilities on Schedule 1.3: (a) all of Sellers' accounts payable that both (i) arise in the ordinary course of business and (ii) in the case of each Seller, arise after such Seller's respective Petition Date, each of which are Allowed Administrative Expense Claims or reasonably expected to be Allowed Administrative Expense Claims (collectively, the "Accounts Payable"); (b) all Trade Payablesliabilities and obligations of Sellers first arising after the Closing relating to the Acquired Contracts, including, without limitation, all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Acquired Contracts (such cure costs are, collectively, the "CURE COSTS"); (c) all liabilities and obligations of Sellers relating to the Acquired Assets and arising under any Environmental Law (but excluding, all liabilities and obligations of Sellers (i) for any environmental health or safety matter (including any liability or obligation arising under any Environmental Law) relating to any property or assets other than the Acquired Assets, (ii) all unperformed and unfulfilled obligations under resulting from the Contracts set forth on Schedule 2.1(c)transport, for which the Seller is not in default disposal or treatment of any Hazardous Materials by Sellers on or prior to the --------------- Effective DateClosing Date to or at any location other than the Real Property, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent personal injury of any Person resulting from exposure to Hazardous Materials or otherwise, in contract where such exposure or in tort, of the Seller other event or the Business, occurrence occurred on or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result consequence of any event or occurrence prior to the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Closing Date, and (xiv) liabilities, costs, and expenses associated for any fine or other monetary penalty arising under any Environmental Law for acts or omissions of Sellers or otherwise relating to acts or omissions or conditions with respect to the litigation described in Schedule 3.9 hereto (all Acquired Assets as of the foregoing being ------------ hereinafter collectively referred to Closing Date); (d) all liabilities and obligations of Sellers as of the "Retained Liabilities"Closing Date for real and personal property Taxes that are set forth on Schedule 1.3(d). Subject to Sections 7.1(E), 7.2 ; (e) all liabilities and 9.11 hereof, Buyer shall be permitted to recover obligations of Sellers as of the Closing Date for any damages caused by breaches of representations, warranties, covenants accrued but unpaid wages and agreements by Seller relating to the Assumed Liabilities.salaries and related liabilities as described on Schedule 1.3

Assumption of Liabilities. Subject (a) On the terms and subject to the exceptions and exclusions conditions of this Section 2.6Agreement, the each applicable Buyer agrees that on the Effective Date, it will shall assume and agree to perform and pay when due: discharge (i) all Trade Payablesthe obligation for performance due by Seller after the Closing Date under the applicable Assumed Contracts (other than with respect to any breach thereof caused by any act or failure to act by Seller or any predecessor in interest of Seller prior to or on the Closing Date), (ii) any and all unperformed obligations, including, without limitation, all accounts payable, accrued liabilities and unfulfilled obligations under other amounts payable to third parties, related to or arising out of the Contracts RC International Business or the Cott Business and incurred in the ordinary course of business, outstanding as of the Closing Date or arising thereafter, but, solely, with respect to any of the foregoing items described in this clause (ii) outstanding as of the Closing Date, of the nature of the categories set forth on in Schedule 2.1(c2.3(a); provided, however, that, except as provided in Section 11.9, none of the Buyers shall be liable for any Taxes of Seller which the Seller is not in default accrued with respect to any time period on or prior to the --------------- Effective Date, Closing Date or income Taxes that arise from the transactions contemplated hereby and (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debtsliabilities or obligations of the Buyers arising out of, liabilities and obligations relating related to or on account of their use of the Business as conducted on and Assets after the Closing Date (collectively, the "Assumed Liabilities"). . (b) Except as otherwise specifically expressly provided hereinin Section 1.3(a), the Assumed Liabilities shall not include any other debtsSection 11.6 and Section 11.9, Buyers assume no liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or obligations relating to the Assets such as RC International Business, the Cott Business or the Assets. Except for the Assumed Liabilities, Buyers shall not assume by virtue of this Agreement or the transactions contemplated hereby, and including but shall not limited have liability for, any other liabilities or obligations of Seller or any of its Affiliates of any kind, character or description whatsoever, including, without limitation, any liabilities for Taxes related to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion or arising out of the 1997 Operational Taxes, (iv) RC International Business or the Cott Business accruing with respect to any taxes imposed time period occurring on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject Seller or its Affiliates shall discharge in a timely manner all of the Retained Liabilities, provided, however, that Seller or its Affiliates shall have the ability to Sections 7.1(Econtest, in good faith, any such claim or liability asserted in respect thereof by any Person other than Buyers or their Affiliates (exclusive of disputes with respect to Retained Liabilities arising out of transactions between Seller and any Buyer or its Affiliates other than those contemplated by this Agreement), 7.2 so long as such party's contest of any such claim does not result in an Encumbrance against Buyers or their Affiliates or any of their respective assets and 9.11 properties; provided, further, that Buyers' agreement to permit Seller to exercise the rights described in the foregoing proviso does not constitute an acknowledgement by Buyers that any such claims are not indemnifiable claims subject to Article VIII hereof. (c) For greater certainty, Buyer none of the representations and warranties of Seller contained in this Agreement shall be permitted referred to recover in any way to determine what constitutes a Retained Liability or to limit the rights of any Buyer or the rights or obligations of Seller contained in this Agreement in connection with the Retained Liabilities. (d) Notwithstanding anything to the contrary contained herein, neither this Agreement nor any other agreement referenced herein shall constitute an assignment of any Contract or right or benefit arising thereunder included in the Assets if such assignment would constitute a breach thereunder. In the event that Seller does not obtain any consent or waiver for the transfer of any damages caused Assumed Contract to the applicable Buyer (to the extent required by breaches the terms of representationsany such Assumed Contract) prior to the Closing, warrantiesSeller shall hold such Assumed Contract in trust for and for the benefit of such Buyer. Seller and Cott shall continue to use their respective reasonable best efforts to obtain such consent or waiver and shall use their respective reasonable best efforts after the Closing to keep such Assumed Contract in effect for the benefit of the appropriate Buyer until such consent or waiver is obtained, covenants and agreements including enforcement by Seller relating of such Assumed Contract, at the cost and for the account of Cott, of any and all rights of Seller against any other party to such Assumed Contract arising out of the Assumed Liabilitiesbreach, nonfulfillment or cancellation thereof by such other party or otherwise for the benefit of the applicable Buyer.

Assumption of Liabilities. (a) Subject to the exceptions terms and exclusions conditions hereof, effective as of this Section 2.6the Closing, the Buyer agrees that on the Effective Date, it will shall assume and agree to be responsible for, pay, perform and pay discharge when due: due only the following Liabilities related to the Business (collectively, the “Assumed Liabilities”), in each case in accordance with their respective terms: (i) all Trade Payables, Current Liabilities that remain unpaid on the Closing Date; (ii) the Liabilities of the Seller with respect to the Assumed Contracts arising on or after the Closing Date; (iii) all unperformed amounts owed to the Seller’s employees listed on Schedule 2.3(a)(iii) (“Transferring Employees”) for (A) accrued but unpaid wages (including commissions and unfulfilled obligations under bonuses) as of the Contracts Closing Date attributable to services performed from January 1, 2015 through the Closing Date by the Transferring Employees; and (B) accrued but unused paid time off (“PTO Carryover”) as of March 20, 2015 for such Transferring Employees attributable to services performed through March 20, 2015 as set forth on Schedule 2.1(c3.10(c), for which ; and (iv) Liabilities of the Seller is not in default with respect to customer or supplier claims arising on or prior to the --------------- Effective Closing Date, for amounts less than $10,000, individually, or $40,000 in the aggregate. KCP-4567096-16 (iiib) all liabilities pertaining to customer depositsExcept for the Assumed Liabilities, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes the Buyer shall not assume any Liabilities of the Business due Seller (collectively, the “Excluded Liabilities”), including the following: (i) any Liability claims with respect to the 1997 calendar year conduct of the Business that occurred on or prior to the Closing Date; (ii) any Liability under or with respect to any Seller Benefit Plan, including any Liability of the "1997 Operational Taxes"Seller under Code Section 4980B and any similar state law; (iii) and any Liability related to any actual or alleged violation or Liability arising under any Environmental Law or Healthcare Law occurring on or prior to the Closing Date, regardless of whether such Liability related to any act or omission of the Seller; (iv) any Indebtedness of the Seller; (v) any and all debts, liabilities and obligations relating Liability of the Seller to the Business as conducted on and after extent related to or arising in connection with the Closing Date Excluded Assets; (collectively, vi) any Liability of the "Assumed Liabilities"). Except as otherwise specifically provided herein, Seller to any of the Assumed Liabilities shall not include Seller’s Affiliates; (vii) any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, Liability of the Seller or Shareholder under this Agreement or the Business, or relating Ancillary Agreements to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on which the Seller because of the operations of or Shareholder is party and any of their respective businesses or sale of the Business, (v) any of the liabilities or costs and expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before or Shareholder incident to the Effective Date except as otherwise specifically assumed by Buyer pursuant negotiation and preparation of this Agreement and the Seller’s and Shareholder’s performance and compliance with the agreement and conditions contained herein, including any sale or transaction bonuses payable to this Section 2.6any employee, independent contractor, advisor or other Representative of the Seller or Shareholder; (viii) any liabilities or obligations incurred by Liability of the Seller in violation ofto pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement; (ix) any Liability for Taxes of the Seller, any Affiliate of the Seller or of any other Person (whether direct or as a result of the Seller's violation ofsuccessor liability, this Agreementtransferee liability, (ix) liabilities arising from sales of products joint and several liability or services before the Effective Date, and contractual liability); (x) liabilitiesany Liability of the Seller arising out of any occurrence set forth (or required to be set forth) on Schedule 3.15(f); and (xi) Liabilities of the Seller with respect to customer or supplier claims arising on or prior to the Closing Date, costsfor amounts exceeding $10,000, and expenses associated with individually, or $40,000 in the litigation described aggregate. (xii) any PTO Carryover Liabilities in excess of the sum of (i) the PTO Balances set forth in Schedule 3.9 hereto 3.10(c) attributable to services performed through March 20, 2015 and (all ii) the net amount of PTO accrued or taken by Transferring Employees in the foregoing being ------------ hereinafter collectively referred to as Ordinary Course of Business between March 21, 2015 and the "Retained Liabilities")Closing Date. Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.KCP-4567096-16

Assumption of Liabilities. Subject Effective as of the Closing Date and subject to the exceptions terms and exclusions of conditions set forth in this Section 2.6Agreement, the Buyer agrees that on the Effective Date, it Purchaser will assume and agree to perform discharge all liabilities of Seller arising out of the Transferred Business, whether known or unknown, whether absolute, accrued, contingent, cxxxxx, inchoate or otherwise, whether due or to become due, whether or not determined or determinable (“Liabilities”) which were incurred after October 1, 1997 and pay when duewere not fulfilled, settled or waived prior to the Closing Date, but excluding all Retained Liabilities as defined and specified in Section 3.02 below (collectively, the “Assumed Liabilities”). The Assumed Liabilities include the following, in each case except for Retained Liabilities as specified in Section 3.02 below: Section 2.01; Trade Creditors: all Liabilities of Seller to trade creditors for accounts payable which arose in the ordinary course of business with respect to the Transferred Business for goods or services actually received by the Seller or its subsidiaries after October 1, 1997 and prior to the Closing Date; Section 2.02; Employees: except as provided in Section 7.09, all Liabilities of Seller with respect to (i) all Trade PayablesTransferred Employees (as defined in Section 7.09.1 below) incurred or arising from acts or omissions after October 1, 1997, (ii) all unperformed and unfulfilled obligations under employees of Seller engaged in the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Transferred Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee whose employment was terminated prior to the Closing Date (“Terminated Employees”) incurred or arising from acts or omissions between October 1, 1997 and the Closing Date (even if asserted after the Closing Date), and such Liabilities in (i) and (ii) above shall include but not be limited to Liabilities assumed by Purchaser as described in Section 7.09 and Liabilities incurred or arising from acts or omissions in said time periods (A) under employee benefits agreementsSeller’s Welfare Plans (as defined in Section 5.12.1 below), (viiB) any obligations incurred for accrued vacation, sick leave, holiday pay or other compensation, and (C) for employment discrimination, unemployment benefits and wrongful termination claims arising from employment by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation ofthe Transferred Business, but notwithstanding the foregoing, Purchaser shall not assume any Liabilities under or relating to any employment agreements that are to be terminated under Section 7.09.1 below; Section 2.03; Contracts: all Liabilities of Seller which arose after October 1, 1997 and prior to the Closing Date or which arise after the Closing Date under Seller’s Contracts; Section 2.04; Existing Claims: all Liabilities of Seller for workers compensation, general liability, product liability and automobile liability claims which have been made against Seller with respect to the Transferred Business (but not paid) after October 1, 1997 and prior to the Closing Date or which arise after the Closing Date as a result of events occurring in the Seller's violation ofTransferred Business after October 1, this Agreement, (ix) liabilities arising from sales of products or services before 1997 and prior to the Effective Closing Date, and all Liabilities arising out of any retroactive premium adjustments assessable against the Seller for any insurance policies in effect at the Closing Date, if the adjustments result from events occurring in the Transferred Business after October 1, 1997 and before the Closing Date; Section 2.05; Previous Business of Seller first engaged in after October 1, 1997: all Liabilities of Seller arising out of any business or operation which Seller first engaged in after October 1, 1997, but which is not part of Seller’s Business at the date hereof; and Section 2.06; Transaction Liabilities: all Liabilities (xincluding any Liabilities under applicable federal and state securities laws) liabilities, costs, and expenses associated of Seller arising in connection with the litigation described investment election offered to employees of Seller to acquire a beneficial interest in Schedule 3.9 hereto Purchaser’s common stock by investing their eligible rollover or transfer funds in certain Seller’s Plans (all of as defined in Section 5.12.1 below) in the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(Eemployee stock ownership plan established by Purchaser (“ESOP”), 7.2 and 9.11 hereofor any other act or omission of Purchaser (or its officers or key managers) that results, Buyer shall be permitted directly or indirectly, in a Liability to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilitiesin connection with such election.

Assumption of Liabilities. Subject On the terms and subject to the exceptions conditions set forth in this Agreement, at the Closing, Purchaser will assume or will cause one or more of its designees to assume, effective as of the Closing, and exclusions of this Section 2.6will timely perform and discharge in accordance with their respective terms, the Buyer agrees following Liabilities existing as of the Closing Date and no other Liabilities of Seller or any of its Affiliates (collectively, the “Assumed Liabilities”): (a) all Liabilities from the ownership or operation of the Purchased Assets by Purchaser solely to the extent such Liabilities arise after the Closing; (b) any Assumed Cure Costs that on Purchaser is required to pay pursuant to Section 2.5; (c) all Liabilities of Seller under the Effective DatePurchased Contracts; (d) all Liabilities under warranty obligations or arising under applicable Laws relating to product liability or food and drug in respect of any products manufactured or sold by the Business at, it will assume prior to or after the Closing; (e) all Liabilities of Seller for accrued and agree to perform and pay when due: unpaid trade payables (whether billed or unbilled) (i) all Trade Payablesrelating to the Business, (ii) all unperformed which were delivered to Seller on or after the Petition Date, and unfulfilled obligations (iii) that are administrative expenses under Section 503(b) of the Contracts Bankruptcy Code, other than any claims under Section 503(b)(9) of the Bankruptcy Code, as set forth on Schedule 2.1(c)a detailed statement (including a good faith estimate for the Closing Date) provided to the Purchaser at least five (5) Business Days prior to Closing, subject to a cap of $910,000 for which trade payables recorded as accounts payable related to the Business on Seller’s books and records; (f) all Liabilities of Seller is not with respect to Groupon coupons and gift certificates related to the Business and all Liabilities for any unredeemed refund amounts issued to customers of the Business to the extent arising under Seller’s refund policy in default on or effect immediately prior to the --------------- Effective Date, date hereto; (iiig) all liabilities pertaining to customer depositsLiabilities of Seller in respect of accrued wages, (iv) a prorated portion vacation, sick leave and paid time off of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee Transferred Employees for periods prior to the Closing Date under employee benefits agreements, (viithe “Assumed Employee Liabilities”); and (h) any obligations adjusted EBITDA losses incurred by in operating the Seller before Business during the Effective period between the Petition Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by and the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Closing Date, and as set forth on a detailed statement (x) liabilities, costs, and expenses associated with including a good faith estimate for the litigation described in Schedule 3.9 hereto (all period from the date of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches delivery of representations, warranties, covenants and agreements by Seller relating such statement to the Assumed LiabilitiesClosing Date) provided to the Purchaser at least three (3) Business Days prior to Closing, subject to a cap of $1,000,000.

Assumption of Liabilities. Subject Upon the terms and subject to the exceptions and exclusions ------------------------- conditions of this Section 2.6Agreement, from and after the Closing Date, Buyer shall assume and pay, perform and discharge, and indemnify and hold Seller harmless from and against, the Buyer agrees that on the Effective Datefollowing liabilities, it will assume obligations and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the commitments of Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted System, contingent or otherwise, asserted or unasserted, matured or unmatured, and no others: A. Obligations to operate and maintain the System to Persons entitled to receive such service from the System, to the extent so entitled, if at all, under applicable franchises, ordinances, leases and agreements disclosed herein. B. All of Seller's obligations and commitments arising on and after the Closing Date (collectivelyunder the Contracts and Governmental Permits, it being understood that obligations for the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee period prior to the Closing Date under employee benefits agreementsshall be the obligation of Seller and adjusted on and after the Closing Date pursuant to Section 2.4. Anything herein to the contrary notwithstanding, (vii) there is excluded from the assumed obligations, and Seller hereby agrees to retain and discharge and to indemnify and hold harmless Buyer from and against, any obligations incurred by the and all liabilities of Seller before the Effective Date except as otherwise specifically not expressly assumed by Buyer pursuant to this Section 2.6the terms hereof, (viii) including, without limitation, all obligations pursuant to lease agreements with respect to any liabilities of the Equipment, all obligations of Seller arising prior to the Closing Date, obligations of Seller arising either before or obligations incurred by after the Seller in violation ofClosing Date with respect to matters either unrelated to the System, or as a result of related to the System and not delivered or disclosed to Buyer in the Transaction Documents, and indebtedness for money borrowed and obligations to Seller's violation ofstockholders, this Agreementpartners, (ix) liabilities arising from sales of products or services before the Effective Dateofficers, directors, attorneys and accountants, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all obligations of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover Seller for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed LiabilitiesTaxes.

Assumption of Liabilities. Subject to (a) Effective as of the exceptions and exclusions of this Section 2.6Distribution Date, the Buyer agrees Xxxxxx Group shall assume and be responsible for all employment and employee benefit-related matters, obligations and Liabilities that are payable on or after the Effective Distribution Date, it will assume whether such matters, obligations and agree Liabilities arise before, on or after the Distribution Date, with respect to perform all Active Zimmer Employees, except as specifically provided otherwise in this Agreement. From and pay when due: after the Distribution Date, (i) the Xxxxxx Group shall assume all Trade Payablesresponsibilities, Liabilities and obligations with respect to Active Zimmer Employees and their beneficiaries, including any claims incurred at any time and including any responsibilities, Liabilities or obligations that arise under any retention letter agreements that have been entered into between Zimmer, Xxxxxxx-Xxxxx Squibb and certain Active Zimmer Employees, and (ii) all unperformed and unfulfilled the Xxxxxxx-Xxxxx Squibb Group shall have no responsibilities, Liabilities or obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") Active Zimmer Employees and (v) any and their beneficiaries, except as specifically provided otherwise in this Agreement. Xxxxxxx-Xxxxx Squibb shall retain all debtsresponsibilities, liabilities Liabilities and obligations relating with respect to Former Zimmer Employees and their beneficiaries that arise before, on or after the Distribution Date. (b) Effective as of the Distribution Date, the Xxxxxx Group will assume all contracts, obligations and Liabilities with respect to independent contractors, consultants and temporary employees of the Zimmer Business as conducted on (including any sales agents and other independent contractors who are not Active Zimmer Employees). From and after the Closing Date (collectivelyDistribution Date, the "Assumed Liabilities"). Except as otherwise specifically provided hereinXxxxxxx-Xxxxx Squibb shall have no contract obligations or Liabilities with respect to independent contractors, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, consultants and temporary employees of the Seller or the Zimmer Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject Upon and subject to the exceptions terms and exclusions conditions of this Section 2.6Agreement, at the Buyer agrees that on the Effective DateClosing, it will Purchaser shall assume and agree to pay, perform and pay discharge when duedue the Assumed Liabilities. Except for the Assumed Liabilities, Purchaser is not assuming any liability or obligation of Seller (the “Excluded Liabilities”), whether known or unknown, fixed or contingent, and regardless of when such liabilities or obligations may arise or may have arisen or when asserted, and Seller shall remain responsible for the Excluded Liabilities. The Excluded Liabilities shall include all Liabilities of Seller that are not Assumed Liabilities, including, without limitation: (i) all Trade Payableswarranty and support obligations for Products sold by Seller prior to the Closing, or that may arise after the Closing with respect to completed Inventory included in the Acquired Assets and sold by Purchaser within 90 days after the Closing; (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, any Employee Excluded Liabilities; (iii) all liabilities pertaining to customer deposits, claims for employment discrimination or wrongful termination of employment by Seller; (iv) a prorated portion property, real estate, employment or other taxes or governmental liabilities, including penalties and interest of all franchise, Los Angeles City, business and related taxes of the Business due with respect Seller prior to the 1997 calendar year (the "1997 Operational Taxes") and Closing; (v) any and all debtsclaims for death, liabilities and obligations personal injury, property damage or consequential, punitive, or other damages relating to or arising out of any business conducted by the Business as conducted on and after Seller; (vi) the Closing Date (collectivelyviolation or alleged violation by Seller of any law, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxeslaws relating to civil rights, (ii) deferred income taxeshealth, (iii) a pro rated portion safety, labor, discrimination, and protection of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, environment; (vii) any obligations incurred by claims of the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, Seller’s creditors against Seller; (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, ’s Retained Environmental Liabilities; and (ix) liabilities any liability or obligation of Seller for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby and all liabilities, including Taxes, arising from sales or related to Seller’s operations or ownership of products or services before the Effective Transferred Technology and the Acquired Assets through the Closing Date, and including Seller’s portion of any Straddle Period Taxes (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"defined below). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject to the exceptions terms and exclusions conditions of this Section 2.6Agreement, the Buyer agrees that on the Effective Closing Date, it will as hereinafter defined, Seller shall assign to Purchaser, and Purchaser shall, except as set forth in Section 2.2 below, assume and agree to perform and pay when due: discharge the following liabilities and obligations of Seller: (a) obligations for the sale and delivery of products not shipped prior to the close of business on the Closing Date under open sales orders, open bids and sales contracts included in the Assigned Contracts, which were accepted or made in the ordinary course of business of the Business prior to the close of business on the Closing Date and which were not paid for prior to the Closing Date; (b) obligations for the purchase of raw materials, supplies and repair and maintenance materials not received prior to the close of business on the Closing Date and not included in the Purchased Inventory under open supply contracts, purchase orders and commitments included in the Assigned Contracts, which were given or made in the ordinary course of business of the Business; (c) liabilities and obligations arising under the Assigned Contracts in accordance with their respective terms except with respect to any breaches thereof by the Business occurring prior to the Closing Date, including, without limitation, payables owed by the Business to Seller or any of its Affiliates on the Closing Date for goods sold and delivered in the ordinary course; (i) all Trade Payablesan amount limited to one-half of the Environmental Expenses (as hereinafter defined), but not exceeding $1,750,000; (ii) all unperformed and unfulfilled obligations under any Environmental Liability (as hereinafter defined) based upon a claim made after the Contracts set forth on Schedule 2.1(c), for which fifth anniversary of the Seller is not in default Closing Date resulting solely from environmental conditions existing at locations other than the Real Property to the extent those conditions resulted from migration from a condition that existed on or prior to the --------------- Effective DateClosing Date in, on, under or at the Owned Real Property, but specifically excluding these offsite matters referred to in clause (ii) of the definition of Environmental Liabilities; and (iii) all liabilities pertaining to customer depositsliability for environmental conditions at the Owned Real Property, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall which conditions are not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred remediated by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, Environmental Work. (ixe) liabilities arising from sales obligations to Transferred Employees of products or services before the Effective Date, Business relating to periods after the Closing to the extent set forth in Article XII of this Agreement and (x) liabilities, costs, liabilities for accrued vacation and expenses associated with the litigation described other accruals set forth in Schedule 3.9 hereto 8.4 to the extent set forth in Article XII of this Agreement; (all f) liability for suits, claims, proceedings and actions made or commenced after the Closing Date resulting from actual or alleged harm, injury or damage to persons, property or business by products sold or shipped by the Business ("Products") which are sold and shipped after the Closing Date regardless of when such Products were manufactured, or when the incident or accident giving rise to such liability occurs; (g) liability for express or implied warranties of the Business, including obligations to repair, replace, rework or to make refunds of amounts paid for Products regardless of when such Products were manufactured, sold or distributed or when defects became or become apparent, to the extent provided in Section 15.8; (h) liability for the recall, notification, retrofit or other post-manufacture remedial or corrective actions relating to Products, regardless of when such Products were manufactured, sold or shipped, to the extent provided in Section 15.8; (i) liability for all other claims, actions, suits, proceedings or investigations arising solely out of events occurring after the Closing Date involving the operations of the Business; (j) third party bank debt of SJBC and intercompany payables of SJBC, both as set out in Schedule 8.4 as adjusted at Closing. The foregoing liabilities and obligations of Seller being ------------ hereinafter assumed by Purchaser hereunder shall be collectively referred to as the "Retained Assumed Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject Except as expressly limited in this Article IV, eLoyalty shall assume, effective on or before the Distribution Date, and pay, comply with and discharge all contractual and other Liabilities of TSC arising out of or relating to the exceptions and exclusions eLoyalty Business, whether due or to become due, including: (a) All Liabilities of this Section 2.6TSC that are reflected, disclosed or reserved for on the Balance Sheet, as such Liabilities may be increased or decreased in the operation of the eLoyalty Business from the date of the Balance Sheet through the Distribution Date in the ordinary course of business consistent with past practice; (b) All Liabilities of TSC under or related to the Real Estate Leases, the Buyer agrees that on Personal Property Leases and the Effective DateContracts, it will assume and agree such assumption to perform and pay when due: occur as (i) all Trade Payablesassignee if such Real Estate Leases, Personal Property Leases and Contracts are assignable and are assigned or otherwise transferred to eLoyalty, or (ii) all unperformed subcontractor, sublessee or sublicensee as provided in Section 7.3 below if assignment of such Real Estate Leases, Personal Property Leases and unfulfilled Contracts and/or the proceeds thereof is prohibited by law, by the terms thereof or not permitted by the other contracting party; (c) All warranty, performance and similar obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on entered into or made by TSC prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due Distribution Date with respect to the 1997 calendar year products or services of the eLoyalty Business; (d) All Liabilities of TSC in connection with claims of past or current employees of the "1997 Operational Taxes"eLoyalty Business, except as otherwise expressly provided in this Agreement; (e) and (v) All Liabilities of TSC related to any and all debtsActions asserting a violation of any law, liabilities rule or regulation related to or arising out of the operations of the eLoyalty Business, whether before or after the Distribution Date and obligations the Liabilities relating to any Assumed Actions (as hereinafter defined); (f) All Liabilities for which eLoyalty is liable in accordance with the terms of the Tax Sharing Agreement; (g) All Liabilities of TSC related to the immigrant and nonimmigrant status of any foreign national employees who are Transferred Employees (as hereinafter defined); and (h) All other Liabilities of TSC relating to the Business as conducted eLoyalty Business, whether existing on and the date hereof or arising at any time or from time to time after the Closing Date (collectivelydate hereof, and whether based on circumstances, events or actions arising heretofore or hereafter, whether or not such Liabilities shall have been disclosed herein, and whether or not reflected on the books and records of TSC or eLoyalty or the Balance Sheet. The Liabilities described in this Section 4.2 are referred to in this Agreement collectively as the "Assumed Liabilities."). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject On the terms and subject to the exceptions and exclusions conditions of this Section 2.6Agreement, the Buyer agrees that on the Effective Closing Date, it will Buyer shall, or shall cause one or more of its affiliates to, assume and agree to pay, perform and pay discharge when due: , without duplication, (i) all Trade Payablesthe Existing Debt (as in effect on the Closing Date), including any prepayment obligations, (ii) any and all unperformed liabilities and unfulfilled obligations under of Seller arising out of or related to the Contracts set forth on Schedule 2.1(c)Litigation (whether before, for which the Seller is not in default on or prior to after the --------------- Effective Closing Date), (iii) all liabilities pertaining any Real Estate Taxes (whether due or to customer depositsbecome due), (iv) a prorated portion of any and all franchiseliabilities and obligations for which Buyer is responsible pursuant to Section 11, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating of Seller arising out of or related to the Business as conducted Permits, Contracts and Leases (in each case, whether before, on and or after the Closing Date Date), (vi) any and all liabilities and obligations (including unpaid transaction costs) relating to any of the Total Assets sold, transferred or otherwise disposed of pursuant to a Pending Transaction, (vii) any and all liabilities and obligations of Seller (as of the Closing Date) referred to in the Combining Trial Balance under the column heading "Real Estate Assets & Liabilities", (viii) any and all liabilities and obligations of Seller pursuant to Section 11 of the Subscription Agreement, (ix) any and all liabilities and obligations of Seller arising out of or related to the Distribution Agreement (excluding all of the Ancillary Agreements, as defined in the Distribution Agreement), but only to the extent same arises out of or relates to the Real Estate Assets and/or the Other Real Estate Assets which were previously conveyed to Seller pursuant to the Distribution Agreement but in any event excluding (A) any and all liabilities and obligations of Seller arising out of or related to the Florida Progress Business and the Echelon Business (as said terms defined in the Distribution Agreement), except for the assumption of liabilities and obligations by Buyer pursuant to the preceding provisions of this subclause (ix), (B) any and all liabilities and obligations of Seller arising out of or related to permits, contracts or leases which do not constitute Permits, Contracts or Leases hereunder and (C) any and all liabilities and obligations with respect to employee agreements and employee matters, except to the extent Buyer is responsible therefor pursuant to Section 11 and (x) any and all other liabilities and obligations of Seller arising out of or relating primarily to any of the Total Assets (including any and all liabilities and obligations of Seller arising out of the ownership, possession, construction, use, access, leasing, maintenance, management, replacement, renewal, repair, operation, enjoyment, alterations, modifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof and thereto but excluding any and all liabilities and obligations of Seller which are expressly not assumed by Buyer pursuant to preceding subclause (ix)) (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein; provided, that the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxesthe Excluded Liabilities, all of which shall be retained by Seller, and (ii) deferred income taxesthe Other Assumed Liabilities, (iii) a pro rated portion all of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred which shall be assumed by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed LiabilitiesOther Buyer.

Assumption of Liabilities. Subject (a) Upon the terms and subject to the exceptions and exclusions conditions of this Section 2.6Agreement, as of the Closing, Buyer shall assume and shall thereafter be obligated for, and shall agree to pay, perform and discharge in accordance with their terms, the Buyer agrees that on following obligations and liabilities of Seller, Tribune or any of their respective Subsidiaries, whether direct or indirect, known or unknown (except to the Effective Date, it will assume extent such obligations and agree to perform and pay when due: liabilities constitute Excluded Liabilities): (i) all Trade Payablesliabilities of Seller or any Seller Party to the extent reflected or reserved against on the Closing Date Balance Sheet and included in “Current Liabilities” in the calculation of the Closing Date Working Capital Amount or Closing Date Working Capital Deficit, as the case may be; (ii) all unperformed liabilities and unfulfilled obligations to the extent relating to the Business or the Purchased Assets arising out of Environmental Laws, whether or not existing on or before the Closing Date, excluding all such liabilities and obligations that are disclosed in Section 3.16 of the Disclosure Schedule, or, to the Knowledge of Seller as of the Closing Date, are otherwise existing; (iii) all liabilities and obligations of Seller or any Seller Party to the extent arising after the Closing Date under (A) the Station Agreements and other agreements included as Purchased Assets (including without limitation under the Contracts set forth on Schedule 2.1(c)Real Property Leases) and (B) the leases, contracts and other agreements entered into by Seller or any Seller Party with respect to the Stations or the Business after the date hereof consistent with the terms of Section 5.1 of this Agreement, except, in each case, (i) to the extent such liabilities and obligations, but for which the a breach or default by Seller is not in default or any Seller Party would have been paid, performed or otherwise discharged on or prior to the --------------- Effective Closing Date or to the extent the same arise out of any such breach or default or (ii) to the extent such liabilities would be for the account of Seller or any Seller Party pursuant to Section 2.3(b); (iv) (A) all Taxes (other than any Prorated Taxes or Transfer Taxes) of Buyer for any Tax period, (B) any Prorated Taxes for the portion of any Straddle Period beginning after the Closing Date (determined in accordance with Section 6.1) and (C) any Transfer Taxes that are the responsibility of Buyer pursuant to Section 6.1; (v) all liabilities arising from the ownership of the Purchased Assets or the operation of the Business after the Closing Date; and (vi) all liabilities and obligations of Buyer or its Affiliates pursuant to Section 6.2 hereof. All of the foregoing to be assumed by Buyer hereunder are referred to herein as the “Assumed Liabilities.” (b) Buyer shall not assume or be obligated for any of, and Seller or Tribune or any of their respective Subsidiaries, as applicable, shall solely retain and be obligated with respect to all of its liabilities or obligations of any and every kind whatsoever, direct or indirect, known or unknown, not expressly assumed by Buyer under Section 2.3(a) and, notwithstanding anything to the contrary in Section 2.3(a), none of the following with respect to Seller, Tribune or any of their respective Subsidiaries (herein referred to as “Excluded Liabilities”) shall be “Assumed Liabilities” for purposes of this Agreement: (i) (A) all Taxes (other than any Prorated Taxes or Transfer Taxes) of Seller, Tribune or any of their respective Subsidiaries, as applicable, for any Tax period and (B) any Prorated Taxes for the portion of any Straddle Period ending immediately prior to the Closing Date (determined in accordance with Section 6.1) and (C) any Transfer Taxes that are the responsibility of Seller pursuant to Section 6.1; (ii) other than as set forth in Section 6.2, any of the liabilities or obligations whenever arising, related to, associated with or arising out of the benefit or compensation agreements, plans or arrangements sponsored or maintained by Seller, Tribune or any of their respective Subsidiaries (including, without limitation, all Employee Plans); (iii) all liabilities pertaining to customer depositsor obligations of Seller, Tribune or any of their respective Subsidiaries, whenever arising, related to, associated with or arising out of their participation in any multiemployer plan within the meaning of Section 3(37) of ERISA; (iv) all liabilities or obligations of Seller, Tribune or any of their respective Subsidiaries, whenever arising, related to, associated with or arising out of their failure to comply with the terms of a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and Collective Bargaining Agreement assumed by Buyer or its Affiliates; (v) any and all debts, liabilities and obligations to the extent existing as of the Closing Date and relating to the Business or the Purchased Assets arising out of Environmental Laws in respect of matters disclosed in Section 3.16 of the Disclosure Schedule, or, to the Knowledge of Seller as conducted on and after of the Closing Date (collectivelyDate, the "Assumed Liabilities"). Except that are otherwise existing as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to Closing Date; (ivi) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion any intercompany payables of the 1997 Operational Taxes, (iv) Business owing to any taxes imposed on the Seller because of the operations Affiliates of Seller, Tribune or any of their respective businesses or sale of the BusinessSubsidiaries, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, as applicable; (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation ofof Seller, Tribune or any of their respective Subsidiaries, as a result of the Seller's violation ofapplicable, under this Agreement, the Merger Agreement or the Ancillary Agreements; (viii) any liability or obligation of Seller or any Seller Party, as applicable, in respect of indebtedness for borrowed money or any intercompany payable of Seller or any Seller Party, as applicable, or any of their respective Affiliates; (ix) except for the liabilities enumerated in sub-clauses of Section 2.3(a), any liabilities of Seller or any Seller Party, as applicable, to the extent arising from sales prior to the Cutoff Time in connection with the ownership or operation of products the Purchased Assets or services before the Effective Date, and Business; and (x) liabilitiesany liabilities or obligations, costswhenever arising, and expenses related to, associated with the litigation described in Schedule 3.9 hereto (all or arising out of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed LiabilitiesExcluded Assets.

Assumption of Liabilities. Subject Buyer shall not assume or be responsible for, and shall in no event be liable for, any Liabilities of or relating to the Business. As the only exceptions and exclusions to the first sentence of this Section 2.62.4, effective as of the close of business on the Closing Date, Buyer hereby assumes and agrees to pay, honor, discharge or perform, as appropriate, the Buyer agrees that on the Effective Date, it will assume and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations following Liabilities relating to the Business as conducted Assets and existing at or arising on and or after the Closing Date (collectively, the "“Assumed Liabilities"). Except as otherwise specifically provided herein, ”): (a) the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or accounts payable and accrued operating expenses relating to the operation of the Business and incurred in the Ordinary Course of Business of the Sellers, including accrued rental expenses, but only to the extent included in the Final Statement prepared pursuant to Section 3.6(b) below; (b) any Liabilities arising from the use of the Assets or the operation of the Business by Buyer after the Closing Date, but only to the extent that such as liabilities and including obligations do not arise from or relate to any breach by the Company of any obligations under any provision of any of the Assumed Contracts that occurred on or before the Closing Date; (c) any Liabilities arising under the Assumed Contracts, Real Estate Leases and Personal Property Leases but not limited only to the extent that such Liabilities (i) accrued income taxes, arise on or after the Closing Date and (ii) deferred income taxes, (iii) a pro rated portion do not arise from or relate to any breach by Sellers of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations obligations under any provision of any of their respective businesses the Assumed Contracts, Real Estate Leases and Personal Property Leases that occurred on or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to before the Closing Date under employee benefits agreements, Date; (viid) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Employee Liabilities; and (e) the Liabilities set forth on Schedule 2.4(e).

Assumption of Liabilities. Subject Upon the terms and subject to the exceptions and exclusions of this Section 2.6, the Buyer agrees that on the Effective Date, it will assume and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts conditions set forth on Schedule 2.1(cherein, at the Closing the Purchaser shall assume from the Seller (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms), for which and the Seller is not in default on or prior shall irrevocably convey, transfer and assign to the --------------- Effective DatePurchaser, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to following Liabilities, other than the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date Excluded Liabilities (collectively, the "“Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include ”): (i) any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, Liability of the Seller under any Assigned Contract, other than any such Liability arising out of a breach thereof or default thereunder by the Business, or relating Seller prior to the Assets such as and including but not limited to (i) accrued income taxes, Closing Date; (ii) deferred income taxes, any account payable arising in the Ordinary Course of the Business prior to the Closing Date; (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each fulfill customer orders in the Ordinary Course of Business in respect of customer orders that are outstanding as of the Closing Date; (iv) any Liability of the Seller to the customers of the Seller under warranties given by the Seller in the Ordinary Course of Business prior to the Closing Date; (v) the severance obligations of the Seller listed and described in Schedule 6.3(c) and any other obligations of the Purchaser as described in, and pursuant to the terms of, Section 6.3; (vi) any Liability of the Seller arising in connection with any Permit included in the Acquired Assets, other than any such Liability arising out of a breach thereof or default thereunder by the Seller prior to the Closing Date; (vii) any Liability included as a Liability in the Final MWC Statement; and (viii) any Liability of the Seller for outstanding Employee expenses incurred in the Ordinary Course of Business prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant and submitted to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of accordance with the Seller's violation of’s policies and procedures since September 30, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities2004.

Assumption of Liabilities. Subject to the exceptions terms and exclusions of this Section 2.6conditions hereof, the Buyer agrees that on the Effective Date, it will Purchaser shall assume and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled the obligations under the Contracts of Seller set forth on Schedule 2.1(c)in clauses (a) through (g) below of this Article 2, for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and which are to be performed from and after the Closing Date (collectively, the "Assumed Liabilities"); provided that Purchaser shall not assume any other obligation or liability of Seller or any Affiliate that relates to or arises out of ownership of the Business prior to the Closing Date, whether absolute or contingent, known or unknown, contractual or otherwise (the "Excluded Liabilities"): (a) the performance obligations of Seller, any Affiliate or the Business under the Contracts, except that Purchaser is not assuming, and Seller shall retain each and every restoration obligation, if any, related to or arising out of (i) Seller's restoration obligations under that certain Lease Agreement dated January 15, 1990, by and between Xxxxx Road, Inc. and Seller related to the Acquired Facility identified on Exhibit A as Xxxxxxxx Xxxxxx #000, or otherwise with respect to such Acquired Facility, and (ii) Seller's or any Affiliate's restoration obligations under that certain Agreement of Lease dated November 15, 1983, by and among X.X. Xxxxxxx, Xx., X.X. Xxxxx, Xx. Except and Parent related to the Acquired Facility identified on Exhibit A as Corpus Xxxxxxx Xxxxxx #424, or otherwise specifically provided hereinwith respect to such Acquired Facility, but only to the Assumed Liabilities shall extent, in either case, with respect to conditions that exist on the Closing Date; (b) subject to the provisions of Section 6.9(b), all obligations of Seller to conduct the Business in accordance with the compliance orders described in Schedule 2(b); (c) all obligations of Seller relating to the Hired Employees (as hereinafter defined) for the Accrued Employee Credit (as hereinafter defined), in addition to all performance obligations of Seller to withhold wages from any Hired Employee in satisfaction of any child support order or garnishment obligation; (d) with respect to the Employees of the Business only, all liabilities and obligations of Seller under the Collective Bargaining Agreements (and, in connection therewith, Purchaser hereby agrees to recognize the labor organizations set forth in Schedule 1.1(i)(vi) as the exclusive bargaining representatives of the Employees of the Business covered by the Collective Bargaining Agreements), except in the case of those employee benefit plans which by their terms Purchaser cannot assume; (e) all liabilities for contributions with respect to the Hired Employees for periods after the Closing Date, pursuant to the Collective Bargaining Agreements described herein and payable to the "multiemployer plans" (as defined under Section 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) described on Schedule 2(e) to which the Seller makes contributions on behalf of the Employees of the Business; PROVIDED, HOWEVER, that such liabilities do not include any other debts, liabilities currently existing "withdrawal liability" (as described in Section 4201 of ERISA) of Seller or obligations, whether accrued, absolute, contingent any Affiliate that is owing to any of such plans as a result of events occurring prior to the Closing Date; (f) all purchase orders to the extent related to the Business for goods not delivered or otherwise, in contract services not provided on or in tort, prior to the Closing Date; and (g) from and after the fourth anniversary of the Closing Date, but subject to the provisions of Section 6.9 hereof, all liabilities and obligations of Seller or for environmental liabilities related to activities that precede the BusinessClosing Date and which are unknown as of the fourth anniversary of the Closing Date, to the extent they occur within the legal property boundaries of an Acquired Facility. Notwithstanding the foregoing limited assumption of Seller's environmental liabilities, or relating anything contained in this Agreement to the Assets such as and including but not limited to contrary, Seller shall at all times remain liable for any environmental liability that both (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion arises out of or relates to Seller or an Affiliate's ownership of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee Business prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (xii) liabilitiesrelates to off-site remediation obligations, costs"superfund" or similar type liability, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E)whether or not such liability is known or unknown, 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilitiescontingent or otherwise.

Assumption of Liabilities. (a) Subject to the exceptions and exclusions of this Section 2.6Closing, the Buyer Purchaser agrees that on to discharge, assume, fulfil and perform the Effective Datefollowing Contracts, it will assume debts and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") Vendor and (v) any and all debts, liabilities and obligations relating to the Purchased Business as conducted and from the Effective Time on and after the Closing Date (collectively, the "Assumed Liabilities"“Obligations”): (i) Obligations set out on the Interim Balance Sheet and Schedule 3.5(a)(i) other than (A) any amount advanced to the Vendor by its sole shareholder, including Current Liabilities of Three Million Nine Hundred Forty-Two Thousand Four Hundred Ninety-Six Dollars ($3,942,496). Except as otherwise specifically provided herein; (B) any amounts outstanding under the Vendor’s loan from the Royal Bank of Canada, (C) any Taxes other than income Taxes for periods up until the Assumed Liabilities shall Closing that are not include accrued on the Closing Balance Sheet, and (D) any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, income Taxes; (ii) Obligations incurred in contract or in tort, the ordinary course of business by the Purchased Business subsequent to the date hereof and under which there has been no uncured default; (iii) Obligations incurred by the Purchased Business since the date of this Agreement with the written consent of the Seller Purchaser; (iv) Obligations in respect of Claims for latent defects, design faults, workmanship Claims or other warranty matters in connection with goods or services sold by the Purchased Business before or after the Closing Date (“Warranty Claims”) against the Purchased Business, ; (v) Obligations accruing after the date hereof under the Leases and other Contracts being acquired by the Purchaser as set out in Section 2.1 or elsewhere in this Agreement; (vi) all liabilities and obligations of the Vendor relating to the Assets Employees hired by the Purchaser as of the Effective Time to the extent accrued on the Closing Balance Sheet; (vii) liabilities for Taxes based upon, arising out of, or resulting from the Purchased Business for periods after the Closing Date; and (viii) all liabilities arising out of events, transactions, facts, acts or omissions by the Purchaser or its affiliates relating to the Purchased Business occurring after the Closing Date. (b) For greater certainty, the following debts and liabilities incurred on or before the Effective Time shall remain the responsibility of the Vendor, and Vendor shall pay, perform or otherwise discharge such debts and liabilities as the same shall become due and including but not limited to payable in accordance with their respective terms: (i) accrued liabilities for income taxesTaxes based upon, arising out of, or resulting from the Purchased Business for periods up to and including the Closing Date; (ii) deferred liabilities for any Taxes other than income taxesTaxes based upon, arising out of or resulting from the Purchased Business for periods up to and including the Closing Date that are not accrued on the Closing Balance Sheet; (iii) a pro rated portion liabilities to shareholders of the 1997 Operational TaxesVendor or to any person, firm or corporation not dealing at arm’s length (as defined in the Tax Act) with any of the foregoing; (iv) liabilities for any taxes imposed on the Seller because amounts due to KPMG Corporate Finance Inc. in respect of the operations of any of their respective businesses or sale of the Business, transactions contemplated by this Agreement; (v) liabilities in respect of any of Obligations not assumed by the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, Purchaser hereunder; and (vi) any obligations liabilities of the Seller owed to each Employee prior to Vendor incurred in connection with the Closing Date under employee benefits agreements, (vii) conduct of any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result business of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before Vendor other than the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed LiabilitiesPurchased Business.

Assumption of Liabilities. Subject a. Except as otherwise set forth in this Agreement, New Operator shall not assume or be liable for any debts, liabilities or obligations of Seller, with respect to the exceptions and exclusions of this Section 2.6, Facility prior to the Buyer agrees that on the Effective Commencement Date, it will assume and agree to perform and pay when due: including but not limited to, any (i) all Trade Payablesliabilities or obligations of Seller to its creditors, (ii) all unperformed and unfulfilled liabilities or obligations under of Seller with respect to the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or period prior to the --------------- Effective Commencement Date, (iii) all liabilities pertaining or obligations of Seller with respect to customer depositsRejected Contracts, and liabilities or obligations of Seller with respect to Assumed Contracts for the period prior to the assumption by New Operator, (iv) a prorated portion liabilities or obligations of all franchiseSeller for any federal, Los Angeles Citystate, business and county or local taxes applicable to or assessed against Seller, its assets or business, or the Property for periods prior to the Commencement Date, (v) Recapture, penalties, adjustments, overpayments, assessments or charges with respect to Seller’s Medicaid Provider Number or Medicare Provider Number for the period prior to the Commencement Date, (vi) any legal actions related taxes to services provided before the Commencement Date, including any matters relating to cost reports, collections, audits, hearings or legal action arising therefrom, or (vii) any other obligations or liabilities resulting from any act or failure to act by Seller and/or the operations of the Business due Facility prior to the Commencement Date. b. Except as otherwise set forth in this Agreement, Seller does not assume and shall not be liable for any debts, liabilities or obligations of New Operator or with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted Facility on and or after the Closing Date (collectivelyCommencement Date, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include including any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxesliabilities or obligations of New Operator to its creditors, (ii) deferred income taxesliabilities or obligations of New Operator with respect to Assumed Contracts for services rendered on or after the Commencement Date, (iii) a pro rated portion liabilities or obligations of New Operator for any federal, state, county or local taxes applicable to or assessed against New Operator or the 1997 Operational Taxesassets or business of New Operator, or applicable to, incurred by and accrued or assessed against the Facility after the Commencement Date, (iv) any taxes imposed Recapture, penalties, adjustments, overpayments, assessments or charges with respect to Seller’s or New Operator’s Medicaid Provider Numbers or Medicare Provider Numbers for the period on or after the Seller because of the operations of any of their respective businesses or sale of the BusinessCommencement Date, (v) any of legal actions related to services provided on or after the liabilities Commencement Date, or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of other liabilities resulting from any act or failure to act by New Operator on or after the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Commencement Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject Purchaser hereby agrees to the exceptions and exclusions of this Section 2.6assume, the Buyer agrees that on the Effective Datepay, it will assume and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under discharge only the Contracts liabilities of Seller set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, 2 (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities It is expressly acknowledged and agreed that Purchaser will not assume and shall not include be liable, either expressly or impliedly, for any of the obligations or liabilities of Seller of any kind and nature other debtsthan those specifically assumed in Section 1.2 as set forth on Schedule 2; without limiting the foregoing, Purchaser shall not assume or become liable (expressly or impliedly) with respect to any of the following: (a) except as set forth on Schedule 2, any liability of Seller, either directly or indirectly, for either principal or interest, with respect to advances or loans made to or owed by Seller; (b) any liability or claim arising out of or related to the operation and use of the Seller's Assets prior to the Closing Date (as hereinafter defined), including, without limitation, any obligations or liabilities or obligationsof Seller with respect to contract, whether accruednegligence, absolute, contingent or otherwise, in contract or strict liability in tort, product liability or breach of warranty claims; (c) except as set forth on Schedule 2, any liability arising out of any employee benefit plans maintained by Seller for the benefit of any employees of Seller or the Business, or relating any other liability of Seller with respect to the Assets such as and any employees including but not limited to (i) incentive compensation plans, severance pay, accrued income salaries, wages, bonuses, payroll taxes, hospitalization and medical insurance, deferred compensation and vacation and sick pay; (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (ivd) any taxes imposed on the Seller because of the operations of liability attributable to personal property tax assessed by any of their respective businesses governmental entity, federal, state, or sale of the Businesslocal, (v) against any of the liabilities assets to be conveyed or expenses leased hereunder, such taxes to remain the responsibility of the Seller incurred in negotiating and carrying out its obligations under this Agreement, Seller; and (vie) any obligations of the Seller owed to each Employee prior liability for any other tax assessed by any governmental entity, federal, state, or local, attributable to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result business of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilitiesperiod on or before the Closing Date, including but not limited to, any income, franchise, excise, sales, or use taxes. Seller covenants and agrees to satisfy or pay when due, any and all liabilities of Seller not expressly assumed by Purchaser.

Assumption of Liabilities. Subject In connection with the transactions contemplated by this Article II, and except as set forth in Section 2.5, Halyard shall, or shall cause the Halyard Parties to assume, and to pay, comply with and discharge all contractual and other Liabilities in accordance with their terms of Xxxxxxxx-Xxxxx or its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Healthcare Business, whether due or to become due, including: (a) all Liabilities of Xxxxxxxx-Xxxxx and its Subsidiaries that are reflected, disclosed or reserved for on the Balance Sheet, as such Liabilities may be increased or decreased in the operation of the Healthcare Business from the date of the Balance Sheet through the Effective Time; (b) all Liabilities of Xxxxxxxx-Xxxxx and its Subsidiaries under or related to the exceptions and exclusions of this Section 2.6Real Estate Leases, the Buyer agrees that on Personal Property Leases and the Effective DateContracts, it will assume and agree such assumption to perform and pay when due: occur as (i) all Trade Payablesassignee if such Real Estate Leases, Personal Property Leases and Contracts are assignable and are assigned or otherwise transferred to the Halyard Parties, or (ii) subcontractor, sublessee or sublicensee as provided in Section 6.3 if such assignment of such Real Estate Leases, Personal Property Leases and Contracts and/or proceeds thereof is prohibited by law, by the terms thereof or not permitted by the other contracting party; (c) all unperformed Liabilities of Xxxxxxxx-Xxxxx and unfulfilled obligations under its Subsidiaries in connection with claims of past or current directors, officers, employees, agents, consultants, advisors and other representatives of the Contracts Healthcare Business, except as otherwise expressly provided in this Agreement or the Employee Matters Agreement; (d) all Liabilities of Xxxxxxxx-Xxxxx and its Subsidiaries related to any and all Actions asserting a violation of any law, rule or regulation arising out of the operations of the Healthcare Business or the ownership or use of the Transferred Assets, whether before or after the Effective Time and all Liabilities relating to Assumed Actions; (e) all Liabilities for which Halyard is liable in accordance with the terms of the Tax Matters Agreement; (f) the Liabilities set forth on Schedule 2.1(c2.4(f); (g) all Liabilities assumed by Halyard North Carolina, for which the Seller is not in default on or prior Inc. pursuant to the --------------- Effective Date, Lexington Contribution Agreement; and (iiih) all liabilities pertaining to customer deposits, (iv) a prorated portion other Liabilities of all franchise, Los Angeles City, business Xxxxxxxx-Xxxxx and related taxes its Subsidiaries arising out of the Business due with respect ownership or use of the Transferred Assets or the operation of the Healthcare Business, whether existing on the date hereof or arising at any time or from time to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and time after the Closing Date (collectivelydate hereof, the "Assumed Liabilities"). Except as otherwise specifically provided and whether based on circumstances, events or actions arising heretofore or hereafter, whether or not such Liabilities shall have been disclosed herein, and whether or not reflected on the Assumed Liabilities shall not include any other debts, liabilities books and records of Xxxxxxxx-Xxxxx and its Subsidiaries or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller Halyard and its Subsidiaries or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred Balance Sheet. The Liabilities described in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively 2.4 are referred to in this Agreement collectively as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the “Assumed Liabilities.”

Assumption of Liabilities. Subject Buyer shall not assume any liabilities or obligations of Seller except for those liabilities and obligations which Buyer expressly assumes pursuant to this Section 1.1(c). Without limiting the foregoing, it is expressly agreed that Buyer shall not assume any liabilities for payroll, bonus, severance, change of control, accrued vacation, 401K, other benefits or related obligations accrued prior to the exceptions Closing Date, or taxes thereon, or for employment, income, sales, property or other taxes incurred or accrued by Seller (collectively, "Excluded Liabilities"). Seller will indemnify and exclusions hold Buyer harmless from and against any and all losses, costs, expenses, claims, liabilities, deficiencies, judgments and damages incurred or suffered by Buyer or any of its affiliates related to or arising out of any liabilities or obligations of Seller, except for those liabilities or obligations expressly assumed by Buyer in this Section 2.61.1(c). At the Closing, Buyer shall assume the following obligations and liabilities of Seller (collectively, the Buyer agrees that on the Effective Date, it will assume and agree to perform and pay when due: "ASSUMED LIABILITIES"): (i) all Trade PayablesAll of Seller's implementation and software development obligations, whether arising from License Agreements, Maintenance Agreements, Implementation Agreements, statements of work, purchase orders, work or services orders or other agreements, that are transferred to Buyer ("IMPLEMENTATION OBLIGATIONS") as of the Closing Date, provided that Seller identifies on Schedule 1.1(c)(i) (which schedule shall be updated by Seller prior to the Closing for any Implementation Obligations entered into after the date of this Agreement) each such Implementation Obligation to Buyer and provides to Buyer on Schedule 1.1(c)(i) the following information for each such Implementation Obligation: (1) Customer name; (2) Commencement date and estimated completion dates of implementation project; (3) Method of fee calculation (time and materials or fixed price) and the agreed upon billing rates involved, where applicable; (4) Amount, if any, of deposits received from customer in advance of work performed; (5) Nature of any custom software development involved with the implementation, excluding normal configuration and integration to back-end accounting systems; and (6) Material problems, if any, in connection with the implementation; (ii) all unperformed All of Seller's maintenance, support and unfulfilled obligations under warranty obligations, whether arising from License Agreements, Maintenance Agreements, Implementation Agreements, statements of work, purchase orders, work or service orders or other agreements, that are transferred to Buyer ("MAINTENANCE OBLIGATIONS") as of the Closing Date, provided that Seller identifies each such Maintenance Obligation to Buyer on Schedule 1.1(c)(ii) (which schedule shall be updated by Seller prior to the Closing for any Maintenance Obligations entered into after the date of this Agreement) and provides to Buyer on Schedule 1.1(c)(ii) the following information for each such Maintenance Obligation: (1) Customer name; (2) Maintenance period and related maintenance fee; and (3) Any Maintenance Obligations assumed by Buyer that are out of the ordinary course of business; and (iii) The following liabilities of Seller solely to the extent they are set forth with supporting detail on Schedule 1.1(c)(iii): (1) Accounts payable and accrued expenses incurred in the normal course of business (excluding Excluded Liabilities); (2) Deferred revenue; and (3) The Assigned Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities2.11.

Assumption of Liabilities. Subject Upon the terms and subject to the exceptions and exclusions conditions of this Section 2.6Agreement, the Buyer agrees that shall assume on the Effective DateClosing Date and shall pay, it will assume and agree to perform and pay discharge when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under due the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debtsfollowing obligations, liabilities and obligations relating to the Business as conducted on and after the Closing Date commitments of each Seller (collectively, the "Assumed Liabilities"). Except ): (a) all obligations, liabilities and commitments of each Seller in respect of any and all Products shipped by Buyer or in respect of the operation of the Business at any time after the Closing Date except where such Products constituted finished products as of the Closing Date and such liabilities, obligations or commitments of Sellers constituted product liabilities or recall liabilities, unless (and to the extent that) the liabilities, obligations or commitments were caused by Buyer's negligence in the storage or transportation of such Products after the Closing or Buyer's failure after the Closing to employ quality control standards of at least the standards employed by Sellers prior to the Closing; (b) except as otherwise specifically expressly provided hereinin Section 7.12, all liabilities and obligations for manufacturer's coupons relating to Products, which coupons are received by the Assumed Liabilities clearinghouse for reimbursement for all periods beginning sixty (60) days after the Closing Date, regardless of when such coupons were issued; (c) all obligations, liabilities and commitments of each Seller and its Affiliates to the extent accruing, in accordance with the terms thereof, after the Closing Date, under Purchase Orders; (d) all liabilities, obligations and commitments of each Seller and its Affiliates to the extent accruing, in accordance with the terms thereof, after the Closing Date, under the Assigned Contracts; (e) all liabilities and obligations for trade promotions arising from (i) trade promotion activities or events primarily related to the Business that are committed to after the Closing Date and occur at any time following the Closing Date or (ii) trade promotion activities or events primarily related to the Business that occur following the Closing Date and that were committed to before the Closing Date, except to the extent any such single activity or promotion was not disclosed, on SCHEDULE 2.5(e) or otherwise, to Buyer by Sellers and the liability and obligation per customer buying group related to such activity or promotion exceeds $100,000 unless such activity or promotion was committed to by Sellers in the ordinary course consistent with past practice; (f) all refund and replacement obligations relating to Products shipped prior to Closing and returned after the date that is thirty (30) days after the Closing Date and for retail unsaleables in all periods beginning thirty (30) days after the Closing Date; (g) all liabilities and obligations for customer deductions (which shall not include any other debtsliabilities and obligations for coupons, trade promotions or refund and replacement obligations or retail unsaleables, which are addressed by paragraphs (b), (e) and (f) of this Section 2.5) attributable to invoices with respect to Products shipped after the Closing Date; PROVIDED that, for those customer deductions relating to Products for which it cannot be specifically determined whether the sale was after the Closing Date, Sellers and Buyer shall be responsible for liabilities or obligations, whether accrued, absolute, contingent or otherwise, and obligations for such customer deductions in contract or accordance with the prorated percentages for the applicable time periods set forth in tort, of the Seller or SCHEDULE 2.5(g); (h) all liabilities for Taxes attributable to the Business, the Assets, the Xxxxx Xxxx Business, the Special Inventory or relating to the Xxxxx Xxxx Assets such as and including but (provided that Buyer shall not limited to assume liability for any Excluded Taxes); (i) accrued income taxesall liabilities, (ii) deferred income taxes, (iii) a pro rated portion obligations and commitments of each Seller for Inventory ordered by each Seller in the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because ordinary course of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee business prior to the Closing Date and delivered to Buyer after the Closing Date, PROVIDED that such Inventory has not been included in the Closing Inventory Statement or the Conversion Date Inventory Statement and been given effect in any adjustment to the Purchase Price or credit under employee benefits agreements, the Co-Pack Agreement under Section 2.9 or resulted in a Conversion Date Payment pursuant to Section 2.10; and (viij) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed liabilities for vacation and paid time off for Business Employees employed by Buyer to the extent accrued by Sellers to the date of hire by Buyer ("Accrued Paid Time Off"), PROVIDED that Buyer is reimbursed or credited by Sellers pursuant to Section 5.8(c) for such Accrued Paid Time Off. Without limiting any rights provided to Buyer in Article 9, Buyer's obligations under this Section 2.62.5 shall not be subject to offset or reduction by reason of any actual or alleged breach of any representation, (viii) warranty or covenant contained in this Agreement or any liabilities document delivered in connection herewith or obligations incurred by the Seller in violation of, any right or as a result of the Seller's violation of, this Agreement, (ix) liabilities alleged right to indemnification hereunder arising from sales of products such actual or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilitiesalleged breach.

Assumption of Liabilities. Subject (a) On and subject to the exceptions terms and exclusions conditions of this Section 2.6Agreement and except as otherwise set forth herein, the Buyer Komag agrees that on the Effective Date, it will to assume and agree to perform and pay when duebecome responsible for only the following ------------------------------------------ "[***]" INDICATES REDACTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ------------------------------------------ Liabilities of the Company: (i) Liabilities under all Trade PayablesLeased Real Property only to the extent the rights of such real property leases have been assigned to Komag and to the extent such Liabilities first arise or accrue on or after the Closing Date, (ii) Liabilities under all unperformed equipment leases with Comdisco, Leasing Solutions, Inc. and unfulfilled obligations under AT&T Corp. which are used or utilized in connection with the Contracts set forth on Schedule 2.1(c), for which Media Business only to the Seller is not in default extent the rights of such equipment leases have been assigned to Komag and to the extent such Liabilities first arise or accrue on or prior to after the --------------- Effective Closing Date, (iii) Liabilities under all liabilities pertaining agreements, contracts or Purchase Orders with all vendors and suppliers which have been entered into in the ordinary course of business, consistent with past practices, relating to customer depositsthe Media Business only to the extent the rights of such agreements, contracts or purchase orders have been assigned to Komag and to the extent such Liabilities first arise or accrue on or after the Closing Date, (iv) a prorated portion of Liabilities under all franchisethird party licenses or other similar agreements related to the Acquired Assets only to the extent the rights under such licenses or similar agreements have been assigned to Komag and to the extent such Liabilities first arise or accrue on or after the Closing Date, Los Angeles City(v) Liabilities under all other agreements, business and related taxes contracts or Purchase Orders which have been marked with an asterisk in Section 3.12(a) of the Business due with respect Company Disclosure Schedule only to the 1997 calendar year extent the rights under such agreements, contracts or purchase orders have been assigned to Komag and to the extent such Liabilities first arise or accrue on or after the Closing Date, (vi) Liabilities of any of the Parties for any sales taxes, use taxes, transfer taxes, recording fees and similar taxes, charges, fees or expenses ("1997 Operational Sales Tax") that may become payable by reason of or in connection with the Acquisition, (vii) Liabilities of any of the Parties for any federal, state, local or foreign Taxes", duties, withholdings or other assessments imposed on any of the Parties as a result of the movement by Komag or any of its Affiliates of the manufacturing lines of the Media Business to Malaysia following the Closing, (viii) Liabilities which may be sustained, suffered or incurred under the WARN Act as specifically allocated to Komag under Section 6.8(c) and (vix) any and all debts, liabilities and obligations relating to Liabilities arising from the operation of the Media Business as conducted on and after following the Closing Date (collectivelytogether, the "Assumed Liabilities"). Except as otherwise specifically provided herein. (b) Komag will not assume or have any responsibility, however, with respect to any Liability of the Company not included within the definition of Assumed Liabilities, and such Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred be retained by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, Company (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject Without limiting the generality of the foregoing, it is expressly agreed that Komag shall not assume, and the definition of Retained Liabilities shall include, any and all (i) Liabilities for employee benefits including, without limitation, vacation pay and similar accruals, COBRA benefits, severance and termination pay owed to Sections 7.1(Eall Employees not employed by Komag immediately following the Closing Date, (ii) Liabilities under any agreements, contracts or commitments of which the Company is a party or by which the Company is bound that are not assigned to Komag, (iii) Liabilities for indebtedness of the Company, (iv) Liabilities for Taxes due and payable by the Company including Taxes with respect to the Media Business and the ownership of the Acquired Assets or otherwise for periods ending on or prior to the Closing Date (other than Sales Tax that may become payable by reason of or in connection with the Acquisition, Taxes which are the obligation of Komag pursuant to, and to the extent set forth in, Section 2.4, and such other Taxes described in Section 2.2(a)(vii)), 7.2 and 9.11 hereof(v) Liabilities for Accounts Payable or similar obligations incurred by the Company in connection with the operation of the Media Business on or prior to the Closing, Buyer shall be permitted to recover (vi) Seller's Retained Environmental Liabilities, (vii) Liabilities for any damages caused by breaches claims or litigation (including, without limitation, those relating to any infringement of representationsIntellectual Property) which are pending or threatened against the Company or any ------------------------------------------ "[***]" INDICATES REDACTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ------------------------------------------ of the Acquired Assets on or prior to the Closing Date or which are brought or threatened to be brought against the Company or the Acquired Assets after the Closing Date, warrantiesbut which are based upon facts or circumstances involving the operation of the Media Business prior to the Closing Date, covenants (viii) Liabilities which may be sustained, suffered or incurred under the WARN Act as specifically allocated to the Company under Section 6.8(c); and agreements by Seller (ix) Liabilities relating to the Assumed LiabilitiesExcluded Assets.

Assumption of Liabilities. Subject to At the exceptions and exclusions of this Section 2.6Closing, the Buyer agrees that will deliver to the Seller an instrument of assumption whereby on the Effective Dateterms and subject to the conditions set forth herein and except as excluded by § 2.4 hereof, it the Buyer will assume and undertake, assume, agree to satisfy or perform and pay when due: due the following Liabilities of the Seller (icollectively, the “Assumed Liabilities”): (a) all Trade Payables, trade accounts payable and accrued liabilities related exclusively to the Business of the Seller included in the Closing Working Capital; (iib) all unperformed and unfulfilled obligations Liabilities accruing after the Closing Date under the Contracts set forth included in the Acquired Assets, which Contracts are identified on Schedule 2.1(c)2.3 (b) hereto, for together with any Liabilities relating to the Customer Deposits and outstanding purchase orders of the Business which shall be listed on Schedule 2.1(h) as of the Seller is not in Closing Date, but excluding any Liability arising out of or relating to a breach, violation, default on or failure to perform by Sellers or either of them under any of such Contracts, purchase orders or customer deposits that occurred prior to the --------------- Effective Closing Date, ; (iiic) all liabilities pertaining Liabilities for accrued vacation to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes the extent included in the Closing Date Working Capital in respect of the Business due Employees, except to the extent such Liabilities are expressly Excluded Liabilities; and (d) all Liabilities for Products manufactured, or services rendered, by the Buyer with respect to the 1997 calendar year (Business after the "1997 Operational Taxes") Closing and (v) any and Liabilities for all debts, liabilities and obligations relating to the Business as conducted on and warranty claims arising after the Closing Date (collectivelywhere the Buyer manufactured or sold the Products or rendered the service), the "Assumed Liabilities"). Except as otherwise specifically provided hereinthat any such Liability does not arise from a breach of a representation, the Assumed Liabilities shall not include any other debts, liabilities warranty or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, covenant of the Seller or the Business, or relating Sellers to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed LiabilitiesBuyer.

Assumption of Liabilities. Subject to the exceptions terms and exclusions conditions set forth in this Agreement, at the Closing, as part of this Section 2.6the consideration for the purchase and sale of the Purchased Assets, the Buyer agrees that on shall assume, and shall thereafter pay and perform as they become due, subject to all lawful defenses and setoffs, the Effective Datefollowing liabilities and obligations of Seller in accordance with their respective terms (the “Assumed Liabilities”), it will assume and agree to perform no others: (a) Liabilities and pay when due: (i) all Trade Payables, (ii) all unperformed obligations of the Seller from and unfulfilled obligations after the Closing Date under the Contracts set forth preventative maintenance agreements, maintenance agreements and service agreements listed on Schedule 2.1(c), for which the Seller is 1.3(a) (but not in default any liability or obligation resulting from any breach or violation thereof on or prior to the --------------- Effective DateClosing or any act, omission, event, occurrence or circumstance occurring or existing on or prior to the Closing); (iiib) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business Liabilities and related taxes obligations of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on Seller from and after the Closing Date under the personal property leases, and the contracts and other agreements listed on Schedule 1.3(b) (collectivelybut not any liability or obligation resulting from any breach or violation thereof on or prior to the Closing or any act, omission, event, occurrence or circumstance occurring or existing on or prior to the "Assumed Liabilities"Closing). Except ; (c) Liabilities and obligations of the Seller on the Closing Date for Customer Deposits, but only to the extent such Customer Deposits are set forth on an itemized list provided at the Closing and the aggregate amount of such Customer Deposits has been delivered to the Seller as otherwise specifically part of the Purchased Assets; (d) Liabilities and obligations of the Seller after the Closing Date under the terms and conditions of the warranty arrangements provided hereinby the Seller in the ordinary course of the Business for installations and service prior to the Closing Date, but only (i) until the Assumed Liabilities date which is one year after the date of the applicable installation or service, (ii) provided that the aggregate amount of all costs and expenses incurred and amounts paid by Buyer with respect to any job (including without limitation all direct or indirect costs of labor) shall not exceed $1,000, and (iii) provided that such assumed liabilities and obligations shall not include any other debts, liabilities or obligationsobligations for improper design, whether accrued, absolute, contingent design defects or otherwise, in contract economic loss or in tort, of the Seller or the Business, or relating to the Assets such as injury; and (e) Liabilities and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed for the one day’s salary and other wages earned by or payable to each Employee prior to employees that accept offers of employment from the Closing Date under employee benefits agreementsBuyer (that are other than the Stockholders or their relatives) for January 1, (vii) 2007 and any obligations incurred by payroll taxes with respect thereto, provided that the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted entitled to recover for receive all payments, income and revenues of the Seller from any damages caused by breaches of representationswork performed on January 1, warranties, covenants and agreements by Seller relating to the Assumed Liabilities2007.

Assumption of Liabilities. Subject to the exceptions It is expressly agreed and exclusions of this Section 2.6, the understood that upon closing Buyer agrees that on the Effective Date, it will assume and agree to perform and pay when due: (i) be assuming all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to of Seller, the Business as conducted on and after the Closing Date (collectivelyits operations of any type or nature, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities known or obligations, whether accruedunknown, absolute, contingent or otherwise, in contract whether arising before or in tortafter Closing, of the including without limitation any and all liabilities and obligations (i) to employees, franchisees, customers, suppliers and others having relations with Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxesarising under contracts, leases, agreements, benefit plans and other obligations, (iii) a pro rated portion of the 1997 Operational Taxesfor sales taxes, franchise taxes, employment taxes, property taxes, utilities and other amounts, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale for personal injury from products of the Business, except those excluded below, (v) arising from any of the liabilities failure to comply with any law, rule or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreementregulation, (vi) for any obligations infringement of any third party's intellectual property, and arising from any suit, claim or proceeding, except that Seller shall be solely responsible for, and there shall be no assumption of liability by Buyer of, any debt or liability of Seller or the Business, arising out of or related to any claims for personal injury, fraud, breach of contract, false advertising or any related advertising claim, arising out of or related to the sale or prescription by Seller or US Medical Weight Loss Company, Inc., their agents or employees of fenfluramine and/or phentermine and/or Redux, including, without limitation, any claims raised or which could be raised in the list of lawsuits attached hereto as Exhibit C (the "Phen-Fen litigation") in which Seller is a party and for which Seller will continue to be liable, and further there shall be no assumption of any and all legal fees due to Sperling, Slater & Spitz or arising out of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, Chubb Custom Insurance Xxxxxxx v. Xxxxx/Syxxxx L.P. or Federal Insurance Company v. Nutri/System L.P. litigation (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Excluded Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject to the exceptions and exclusions of this Section 2.62.4, the Buyer agrees that on the Effective Closing Date, it will assume and agree to perform and pay when due: due (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations of the Business under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Closing Date, (ii) the Trade Payables, (iii) all the liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date deposits (collectively, the "Assumed LiabilitiesASSUMED LIABILITIES"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller Business or the BusinessSeller, or relating to the Assets such as and including but not limited to to: (i) accrued income taxes, ; (ii) deferred income taxes, ; (iii) a pro rated portion of the 1997 Operational Taxes, accrued franchise taxes; (iv) any taxes tax imposed on the Seller because of the operations operation of any of their respective businesses its Business or sale of the Businessotherwise, except sales and use assumed by Buyer pursuant to this Agreement; (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its their obligations under this Agreement, Agreement and the documents contemplated to be executed hereunder; (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under any of its employee benefits benefit plans or agreements, ; (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, 2.4; (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, ; (ix) liabilities (other than the obligations assumed under this Section 2.4) arising from the sales of products or services on or before the Effective Date, and ; (x) liabilities, costs, and expenses associated with the litigation described in Schedule SCHEDULE 3.9 hereto hereto; and (xi) environmental liabilities and obligations pertaining to the Real Property other than the obligation to make payments under any lease relating to the Real Property from and after the Closing Date (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained LiabilitiesRETAINED LIABILITIES"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject On the terms and subject to the exceptions and exclusions of this Section 2.6conditions set forth herein, at the Closing, Buyer agrees that on the Effective Date, it will shall assume and agree agrees to discharge or perform and pay when due: due only the following Liabilities (ithe “Assumed Liabilities”): (a) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default each Seller’s Liabilities arising on or after the Closing under each Assigned Contract, but only to the extent that such obligations do not result from any breach, non-compliance or default of Seller prior to the --------------- Effective DateClosing; for the avoidance of doubt, (iiieach Seller is hereby assigning and Buyer is hereby assuming the License Agreement pursuant to Section 10.3(ii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect License Agreement in that Buyer is acquiring ownership in their entirety of the assets of Sellers’ business to which the License Agreement relates and this Agreement is in no way intended to grant a license to, or create a sublicense agreement in favor of, either Party as to the 1997 calendar year Transferred Assets; (b) Sellers’ out-of-pocket expenses and other payments incurred in the "1997 Operational Taxes") ordinary course of the Program during the period beginning March 1, 2022 and (v) any and all debts, liabilities and obligations relating to the Business as conducted ending on and after the Closing Date (collectivelyexcluding compensation and benefits of Brickell employees and consultants), the "Assumed Liabilities"categories of which, and associated estimates, are attached as Schedule 2.3(b) (the “Reimbursement Amounts”). Except as otherwise specifically provided herein, the Assumed ; (c) all Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, arising out of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion acquisition or maintenance of the 1997 Operational Taxes, (iv) any taxes imposed Transferred Intellectual Property arising on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to after the Closing Date under employee benefits agreements, Date; (viid) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities all Liabilities arising out of or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilitiesresearch, Development, manufacturing, registration, Commercialization, use, handling, supply, storage, import, export or other disposition or exploitation of the Compound and Products on or after the Closing Date; (e) all Liabilities arising from the ownership, operation, maintenance, possession, control, sale, lease, disposition, exploitation or use of the Transferred Assets on or after the Closing Date; and (f) any other Liabilities for which Buyer is responsible pursuant to the terms of this Agreement.

Assumption of Liabilities. Subject (a) On the terms and subject to the exceptions and exclusions conditions of this Section 2.6Agreement, effective as of the Buyer agrees that on the Effective DateClosing, it Purchaser will assume and agree to pay, perform and pay discharge when due: due and to indemnify Seller and its Affiliates against and hold them harmless from all obligations and Liabilities of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, whether arising before, on or after the Closing Date, other than the Excluded Liabilities, of Seller to the extent relating to, resulting from or arising out of the Business, any of the Acquired Assets or any of the Products manufactured, produced, distributed or sold by or on behalf of the Business (the "ASSUMED LIABILITIES") and including without limitation the obligations and Liabilities specified below other than Excluded Liabilities: (i) all Trade Payables, the obligations and Liabilities of Seller under Assumed Contracts; (ii) all unperformed the account payable and unfulfilled obligations under accrued expenses in respect of the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, Business; (iii) the obligations and Liabilities in respect of any and all Products sold by or on behalf of the Business at any time, including without limitation obligations and liabilities pertaining to customer depositsfor refunds, adjustments, allowances, damages, repairs, exchanges, returns, warranties and personal injury; (iv) a prorated portion of all franchise, Los Angeles City, business the obligations and related taxes Liabilities relating to the Acquired Assets or the conduct of the Business due at any time; (v) the obligations and Liabilities arising as a result of being an owner, occupant or operator of the Business Real Property, including, without limitation, all obligations and Liabilities relating to personal injury, property damage, the environment, natural resources, employee safety and health and waste generation, transportation or disposal, in each case in respect of the Business Real Property; (vi) the obligations and Liabilities relating to Taxes with respect to the 1997 calendar year conduct of the Business at any time, whether or not reflected or reserved against in the Balance Sheet, but not including Income Taxes that are Excluded Liabilities; (vii) Except to the "1997 Operational Taxes") extent otherwise provided in ARTICLE XII hereof, the obligations and (v) any and all debts, liabilities and obligations Liabilities relating to the employment or termination of employment of any of the Business Employees employed by Seller at any time or arising under or relating to any benefit plan listed on SCHEDULE 4.18(A) annexed hereto, or any other program, agreement, or arrangement, whether or not subject to ERISA, relating to any such employee; (viii) the Liabilities reflected as conducted on and after such in the Closing Date Balance Sheet; (collectivelyix) the obligations arising pursuant to ARTICLE XII hereof; and (x) any direct, out-of-pocket costs relating to any legal, accounting, travel, printing or other expenses incurred on behalf of Purchaser or any of its Affiliates in connection with the "Assumed Liabilities")financing by Purchaser of this transaction. Except as otherwise specifically provided herein, The assumption by Purchaser of the Assumed Liabilities pursuant to this SECTION 2.3(A) shall not include be construed in any other debts, liabilities way to limit or obligations, whether accrued, absolute, contingent or otherwise, diminish the representations and warranties of Seller contained in contract or in tort, ARTICLE IV hereof. (b) For purposes of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the term "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.EXCLUDED LIABILITIES" means:

Assumption of Liabilities. Subject In connection with the transactions contemplated by Section 2.1, and except as set forth in Section 2.4, Neenah shall, and shall cause the Neenah Parties to assume, on a joint and several basis with Neenah, and to pay, comply with and discharge all contractual and other Liabilities in accordance with their terms of Kxxxxxxx-Xxxxx or its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Neenah Business, whether due or to become due, including: (a) all Liabilities of Kxxxxxxx-Xxxxx and its Subsidiaries that are reflected, disclosed or reserved for on the Balance Sheet, as such Liabilities may be increased or decreased in the operation of the Neenah Business from the date of the Balance Sheet through the Distribution Date; (b) all Liabilities of Kxxxxxxx-Xxxxx and its Subsidiaries under or related to the exceptions and exclusions of this Section 2.6Real Estate Leases, the Buyer agrees that on Personal Property Leases and the Effective DateContracts, it will assume and agree such assumption to perform and pay when due: occur as (i) all Trade Payablesassignee if such Real Estate Leases, Personal Property Leases and Contracts are assignable and are assigned or otherwise transferred to the Neenah Parties, or (ii) all unperformed subcontractor, sublessee or sublicensee as provided in Section 6.3 if such assignment of such Real Estate Leases, Personal Property Leases and unfulfilled obligations under Contracts and/or proceeds thereof is prohibited by law, by the Contracts set forth on Schedule 2.1(c), for which terms thereof or not permitted by the Seller is not in default on or prior to the --------------- Effective Date, other contracting party; (iiic) all liabilities pertaining to customer deposits, (iv) a prorated portion Liabilities of all franchise, Los Angeles City, business Kxxxxxxx-Xxxxx and related taxes its Subsidiaries in connection with claims of past or current employees of the Business due with respect Neenah Business, except as otherwise expressly provided in this Agreement or the Employee Matters Agreement; (d) all Liabilities of Kxxxxxxx-Xxxxx and its Subsidiaries related to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debtsActions asserting a violation of any law, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities rule or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because regulation arising out of the operations of any of their respective businesses the Neenah Business or sale the ownership or use of the Transferred Assets, whether before or after the Distribution Date and all Liabilities relating to Assumed Actions; (e) all Liabilities for which Neenah is liable in accordance with the terms of the Tax Sharing Agreement; (f) all Liabilities of Neenah Michigan; (g) all other Liabilities of Kxxxxxxx-Xxxxx and its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Neenah Business, (v) whether existing on the date hereof or arising at any time or from time to time after the date hereof, and whether based on circumstances, events or actions arising heretofore or hereafter, whether or not such Liabilities shall have been disclosed herein, and whether or not reflected on the books and records of Kxxxxxxx-Xxxxx and its Subsidiaries or Neenah and its Subsidiaries or the liabilities or expenses of the Seller incurred Balance Sheet. The Liabilities described in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively 2.3 are referred to in this Agreement collectively as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the “Assumed Liabilities.”

Assumption of Liabilities. Subject to the exceptions terms and exclusions of this Section 2.6conditions set forth herein, at the Buyer agrees that on Closing, Purchaser shall cause the Effective Date, it will Acquiring Entities to assume and agree to perform pay and pay discharge when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under due solely the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, following liabilities and obligations relating to the Business as conducted on and after the Closing Date of Sellers (collectively, the "Assumed Liabilities"): (a) Liabilities and obligations of each Seller under Included Contracts (i) that by the terms of such Included Contracts, arise after the Closing, relate to periods following the Closing and are to be observed, paid, discharged, or performed as the case may be, at any time after the Closing and/or (ii) to the extent such Liabilities and obligations (A) did not arise from a breach or default with respect to an Included Contract prior to Closing, (B) are not required to be accrued under GAAP, (C) were incurred in the ordinary course of business consistent with past practice, (D) do not, together with Liabilities and obligations assumed pursuant to Section 2.3(b). Except as otherwise specifically provided herein, exceed $10,000 in the Assumed aggregate and (E) are taken into account in determining the Final EBIT Amount with respect to either 2004 or 2005; (b) Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, and obligations arising out of the Seller or the Business, or relating to services provided by Sellers prior to Closing to the Assets extent such as Liabilities and including but obligations (A) did not limited arise from a breach or default with respect to an Included Contract prior to Closing, (iB) are not required to be accrued income taxesunder GAAP, (C) were incurred in the ordinary course of business consistent with past practice, (D) do not, together with Liabilities and obligations assumed pursuant to clause (ii) deferred income taxesof Section 2.3(a), exceed $10,000 in the aggregate and (iiiE) a pro rated portion are taken into account in determining the Final EBIT Amount with respect to either 2004 or 2005; (c) Liabilities and obligations of the 1997 Operational Taxes, (iv) any taxes imposed each Seller set forth on the Seller because Final Closing Working Capital Statement, other than Liabilities and obligations arising outside the ordinary course of business after the operations date of this Agreement; and (d) Liabilities and obligations expressly assumed by Purchasers or any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer Affiliates pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.Article X.

Assumption of Liabilities. Subject Upon the terms and subject to the exceptions and exclusions of this Section 2.6conditions set forth herein, at the Closing, Buyer agrees that on the Effective Date, it will shall assume and agree to perform pay, honor and pay when due: discharge promptly as they become due the following liabilities, obligations and commitments of the Company and the Company Group (icollectively, the “Assumed Liabilities”): (a) all Trade Payables, accounts payable listed on the Final Closing Date Statement; (iib) all unperformed accrued salaries, wages, bonuses, sales commissions, vacation pay, paid time off and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related payroll taxes of the Business due with respect to the 1997 calendar year Transferred Employees listed on the Final Closing Date Statement; (the "1997 Operational Taxes"c) all salaries, wages, bonuses, sales commissions, vacation pay, paid time off, payroll taxes liabilities, severance obligations, and (v) any other liabilities, obligations and all debts, liabilities and obligations relating commitments with respect to the Transferred Employees arising after the Closing Date; (d) all obligations of the Business as conducted on and to customers after the Closing Date (collectivelyin respect to unfilled purchase and sale orders, but not including any liability, obligation or commitment of the Company, the "Assumed Liabilities"). Except as otherwise specifically provided hereinOEM Subsidiaries or the Company Group for any breach thereof by the Company, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller OEM Subsidiaries or the Business, Company Group or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee predecessor-in-interest occurring prior to the Closing Date under employee benefits agreementsDate; (e) all liabilities, (vii) obligations and commitments incurred in the operation of the Business after the Closing Date, and all liabilities, obligations and commitments arising out of the Contracts included in the Purchased Assets, but not including any obligations incurred liability, obligation or commitment of the Company, the OEM Subsidiaries or the Company Group for any breach thereof by the Seller before Company, the Effective Date except as otherwise specifically assumed by Buyer pursuant OEM Subsidiaries or the Company Group or a predecessor-in-interest occurring prior to this Section 2.6the Closing Date; (f) all liabilities, (viii) any liabilities or obligations incurred by and commitments to the Seller in violation of, or as a result customers of the Seller's violation ofBusiness under warranty agreements and similar arrangements with customers; and (g) all other liabilities, obligations and commitments to the extent reflected in, reserved against or otherwise described on the Final Closing Date Statement. For the avoidance of doubt, with respect to the OEM Subsidiaries for purposes of this Agreement, the liabilities enumerated in paragraphs (ixa) liabilities arising from sales of products or services before the Effective Date, – (g) shall be deemed to be Assumed Liabilities and (x) any other liabilities, costsincluding those liabilities assigned to the Company and/or the Company Group by the OEM Subsidiaries under the OEM Assignment and Assumption Agreement, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer OEM Subsidiaries shall be permitted deemed to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed be Excluded Liabilities.

Assumption of Liabilities. Subject (a) On the terms and subject to the exceptions and exclusions conditions of this Section 2.6Agreement, effective as of the Buyer agrees that on the Effective DateClosing and without further action, it Purchaser will assume and agree to perform pay, perform, satisfy and pay discharge when due: , , all obligations and liabilities (iother than Excluded Liabilities) all Trade Payables, (ii) all unperformed of Parent and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Dateextent relating to, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes resulting from or arising out of the Business due with respect to Business, any of the 1997 calendar year Acquired Assets or any of the Products (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, including the Assumed Liabilities shall not include any other debts, obligations and liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to specified below: (i) accrued income taxes, the obligations and liabilities of Parent and Seller under the executory portion of the Assumed Contracts; (ii) deferred income taxesthe accounts payable and accrued expenses in respect of the Business as of the Closing Date, as set forth on Schedule 1.3(a)(ii); (iii) a pro rated portion the obligations and liabilities in respect of any and all Products manufactured in the 1997 Operational TaxesBusiness prior to the Closing Date, including without limitation obligations and liabilities for refunds, adjustments, allowances, damages, repairs, exchanges, returns, warranties (other than claims involving alleged personal injury or property damage and Epidemic Warranty Claims, as defined in Section 1.3(b)(ix), below); (iv) any taxes imposed on the Seller because of obligations and liabilities relating to Taxes, except Federal, State and local (if any) Corporate Income Taxes related to the operations of any of their respective businesses or sale period prior to the Closing Date, with respect to the conduct of the Business, and reflected or reserved against in the Closing Date Balance Sheet; (v) the obligations and liabilities for any legal, accounting, travel, printing or other expenses incurred on behalf or at the request of Purchaser or any of its Affiliates in connection with the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under transactions contemplated by this Agreement, as set forth in Schedule 1.3(a)(v); (vi) the obligations and liabilities for one-half of any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, Transfer Taxes incurred in connection with this transaction; (vii) any the obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this and liabilities set forth in Section 2.6, 5.3(c); (viii) any as not otherwise set forth above, the obligations and liabilities relating to, resulting from or obligations incurred by the Seller in violation of, or as a result arising out of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all conduct of the foregoing being ------------ hereinafter collectively referred to as Business on or after the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.Closing Date; and

Assumption of Liabilities. Subject At the Closing, upon the terms and subject to the exceptions conditions contained herein, simultaneously with the transfer, conveyance and exclusions assignment to Purchaser of this Section 2.6the Assets, Purchaser shall assume, effective as of the Buyer agrees that on the Effective Closing Date, it will and discharge in accordance with their terms, only the obligations and liabilities of Seller (a) under the Assumed Contracts to the extent that they are uncompleted and outstanding at the Closing Date, (b) any damages or sums that may be or become payable to third parties resulting from the operation of the Assets after the Closing Date, (c) any damages or sums that may be or become payable to third parties resulting from the operation of the Intellectual Property after the Transition Date and (d) except as otherwise provided herein, any costs, obligations, expenses or liabilities arising out of the consummation of the transactions contemplated hereby, including, without limitation, any transfer, sales or other taxes which become payable by Seller as a result thereof; provided, Purchaser expressly does not assume and agree to perform and pay when due: any other liabilities including, without limitation, (i) all Trade Payablesany liabilities, duties or obligations of Seller under any Assumed Contracts which are performable or have arisen or may arise with respect to provisions of or any breaches of the Assumed Contracts occurring before the Closing Date, (ii) all unperformed and unfulfilled obligations under any damages or other sums that may be or become payable to third parties resulting from the Contracts set forth on Schedule 2.1(c)operation of the Assets, for which other than the Seller is not in default Intellectual Property, on or prior to before the --------------- Effective Closing Date, (iii) all liabilities pertaining any damages or other sums that may be or become payable to customer depositsthird parties resulting from the operation of the Intellectual Property on or before the Transition Date, and (iv) a prorated portion any obligation of all franchiseSeller for federal, Los Angeles Citystate, business and related taxes local or foreign tax liability (including interest, penalties or additions to tax relating thereto) arising from the ownership of the Business due with respect Assets prior to the 1997 calendar year (Closing Date. For convenience of reference, the "1997 Operational Taxes") and (v) any and all debts, foregoing liabilities and obligations relating of Seller being assumed by Purchaser are collectively referred to the Business herein as conducted on and after the Closing Date (collectively, the "Assumed Liabilities."). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject to Except as otherwise provided herein, SCN shall assume at the exceptions and exclusions of this Section 2.6, the Buyer agrees that on the Effective Closing Date, it will assume and agree to shall perform and pay when due: or discharge on or after the Closing Date, only (i) all Trade Payablesthe contracts, leases, commitments, obligations and liabilities of APT which are listed on Schedule 2(b) attached hereto, (ii) all unperformed and unfulfilled obligations under of APT's trade payables (rent, utilities, telephone, etc.) incurred by APT during the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or thirty day period prior to the --------------- Effective DateClosing Date and in the Ordinary Course of Business, and (iii) all APT's state franchise tax liability not to exceed, in the aggregate with the state franchise tax liabilities pertaining to customer depositsof Xxxx X. Small, (iv) a prorated portion of all franchiseM.D., Los Angeles CityP.A., business Associated Arthroscopy Institute, Inc., Allied Health Services, P.A., Xxxxxxxxx X. Xxxxxx, M.D., P.A. and related taxes of the Business due with respect Xxxx X. Small, M.D. and Associates, P.A. being assumed by SCN pursuant to the 1997 calendar year (the "1997 Operational Taxes"agreements referred to in Section 6(a)(vii) and (v) any and all debtsbelow, liabilities and obligations relating to the Business as conducted on and after the Closing Date $160,000 (collectively, the "Assumed Liabilities"), and shall assume no other liabilities of APT. Except as otherwise specifically provided Notwithstanding any contrary provision contained herein, the Assumed Liabilities SCN shall not include be deemed to have assumed, nor shall SCN assume: (i) any other debtsliability which may be incurred by reason of any breach of or default under such contracts, liabilities leases, commitments or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating obligations which occurred prior to the Assets such as and including Closing Date; (ii) any liability for any employee benefits payable to employees of APT, including, but not limited to (i) accrued income taxesto, (ii) deferred income taxes, liabilities arising under any Employee Benefit Plan of APT; (iii) any liability based upon or arising out of a pro rated portion violation of any laws by APT, including, without limiting the generality of the 1997 Operational Taxesforegoing, any such liability which may arise in connection with agreements, contracts, commitments or provision of services by APT or any Physician Owner; (iv) any taxes imposed on the Seller because of the operations liability based upon or arising out of any tortious or wrongful actions of their respective businesses APT or sale of the Businessany Physician Owner, or (v) any liability for the payment of the liabilities or expenses any taxes imposed by law on APT arising from any activities of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee APT prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred or by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result reason of the Seller's violation of, transactions contemplated by this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject Effective as of the Closing Date and subject to the exceptions terms and exclusions of conditions set forth in this Section 2.6Agreement, the Buyer agrees that on the Effective Date, it Purchaser will assume and agree to perform discharge all liabilities of Seller arising out of the Transferred Business, whether known or unknown, whether absolute, accrued, contingent, cxxxxx, inchoate or otherwise, whether due or to become due, whether or not determined or determinable (“Liabilities”) which were incurred after October 1, 1997 and pay when duewere not fulfilled, settled or waived prior to the Closing Date, but excluding all Retained Liabilities as defined and specified in Section 3.02 below (collectively, the “Assumed Liabilities”). The Assumed Liabilities include the following, in each case except for Retained Liabilities as specified in Section 3.02 below: Section 2.01; Trade Creditors: all Liabilities of Seller to trade creditors for accounts payable which arose in the ordinary course of business with respect to the Transferred Business for goods or services actually received by the Seller or its subsidiaries after October 1, 1997 and prior to the Closing Date; Section 2.02; Employees: except as provided in Section 7.09, all Liabilities of Seller with respect to (i) all Trade PayablesTransferred Employees (as defined in Section 7.09.1 below) incurred or arising from acts or omissions after October 1, 1997, (ii) all unperformed and unfulfilled obligations under employees of Seller engaged in the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Transferred Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee whose employment was terminated prior to the Closing Date under employee benefits agreements(“Terminated Employees”) incurred or arising from acts or omissions between October 1, 1997 and the Closing Date (even if asserted after the Closing Date), and (iii) the General Counsel Employment Agreement (as defined in Section 7.09.1) and any other employment agreements entered into by Seller with respect to Transferred Employees and Terminated Employees, and such Liabilities in (i), (viiii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically and (iii) above shall include but not be limited to Liabilities assumed by Buyer pursuant to this Purchaser as described in Section 2.67.09 and Liabilities incurred or arising from acts or omissions in said time periods (A) under Seller’s Welfare Plans (as defined in Section 5.12.1 below), (viiiB) any liabilities for accrued vacation, sick leave, holiday pay or obligations incurred other compensation, and (C) for employment discrimination, unemployment benefits and wrongful termination claims arising from employment by the Seller in violation ofthe Transferred Business, but notwithstanding the foregoing, Purchaser shall not assume any Liabilities under or relating to any employment agreements that are to be terminated under Section 7.09.1 below; Section 2.03; Contracts: all Liabilities of Seller which arose after October 1, 1997 and prior to the Closing Date or which arise after the Closing Date under Seller’s Contracts; Section 2.04; Existing Claims: all Liabilities of Seller for workers compensation, general liability, product liability and automobile liability claims which have been made against Seller with respect to the Transferred Business (but not paid) after October 1, 1997 and prior to the Closing Date or which arise after the Closing Date as a result of events occurring in the Seller's violation ofTransferred Business after October 1, this Agreement, (ix) liabilities arising from sales of products or services before 1997 and prior to the Effective Closing Date, and all Liabilities arising out of any retroactive premium adjustments assessable against the Seller for any insurance policies in effect at the Closing Date, if the adjustments result from events occurring in the Transferred Business after October 1, 1997 and before the Closing Date; Section 2.05; Previous Business of Seller first engaged in after October 1, 1997: all Liabilities of Seller arising out of any business or operation which Seller first engaged in after October 1, 1997, but which is not part of Seller’s Business at the date hereof; and Section 2.06; Transaction Liabilities: all Liabilities (xincluding any Liabilities under applicable federal and state securities laws) liabilities, costs, and expenses associated of Seller arising in connection with the litigation investment election offered to employees of Seller to acquire a beneficial interest in Purchaser’s common stock by investing their eligible rollover or transfer funds in certain Seller’s Plans (as defined in Section 5.12.1 below) in the employee stock ownership plan established by Purchaser (“ESOP”) or the other transactions undertaken in connection therewith (excluding Seller’s Liabilities under this Agreement and the agreements executed in connection herewith), including without limitation, Liabilities arising from or related to any act of Seller with respect to Seller’s Employee Pension Plan, Tax Shelter Annuity Plan, HFA’s Profit Sharing and 401(k) Plan or other Seller’s Plan taken in connection with such election, or liquidation of participant’s investment therein, or any other act or omission of Purchaser (or its officers, directors or employees) the ESOP or its trustee, or any of their respective agents or representatives that results, directly or indirectly, in a Liability to Seller in connection with the transactions contemplated by this Agreement or the transactions described in Schedule 3.9 hereto the Registration Statement (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"defined in Section 7.13). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject (a) Upon the terms and subject to the exceptions and exclusions conditions of this Section 2.6Agreement, on the Closing Date, Buyer shall deliver to the Emmis Entities an undertaking and assumption, in a form reasonably acceptable to the Emmis Entities and Buyer and consistent with this Agreement, pursuant to which Buyer shall assume and be obligated for, and shall agree to pay, perform and discharge in accordance with their terms, the Buyer agrees that on following obligations and liabilities of the Effective Date, it will assume Emmis Entities (except to the extent such obligations and agree to perform and pay when due: liabilities constitute Excluded Liabilities): (i) All liabilities and obligations under Environmental Laws related to, associated with or arising out of, in each case provided that the condition giving rise to such liability or obligation did not exist prior to the Closing Date, (A) the occupancy, operation, use or control of any of the Real Property listed or described in Schedule 3.10(a) on or after the Closing Date or (B) the operation of the Business by Buyer ---------------- on or after the Closing Date, including, without limitation, any Release or storage of any Hazardous Materials on, at or from (1) any such real property (including, without limitation, all Trade Payablesfacilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder) or any conditions whatsoever on, under or in such real property or (2) any real property or facility owned by a third party at which Hazardous Materials generated by the Business were sent on or after the Closing Date, but excluding all liabilities and obligations arising out of or caused by either Emmis Entity's actions; (ii) all unperformed All liabilities and unfulfilled obligations arising under the Contracts set forth on Schedule 2.1(c)Real Property Leases, for which Personal Property Leases, and all other agreements and contracts assigned and transferred to Buyer at Closing in accordance with this Agreement to the Seller is extent such liabilities and obligations have not already been assumed in default accordance with the terms of the TBA and to the extent such obligations arise during and relate to any period on or prior to after the --------------- Effective Closing Date, ; (iii) all All liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due obligations that arise with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted events occurring on and after the Closing Date relating to operation of the Station and the Business and ownership of the Purchased Assets; and (collectivelyiv) Notwithstanding anything to the contrary set forth in the foregoing provisions of this Section 2.3(a) or in -------------- Section 2.3(b) or elsewhere in this Agreement, those liabilities of the Emmis Entities to the extent, -------------- and only to the extent, the "amount thereof is included as a credit to Buyer in calculating the Closing Date Adjustments as ultimately determined pursuant to Section 2.11. ------------ All of the foregoing to be assumed by Buyer hereunder are referred to herein as the “Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities .” (b) Buyer shall not include assume or be obligated for any of, and the Emmis Entities shall solely retain, pay, perform, defend and discharge all of, their respective liabilities or obligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer under Section 2.3(a) and, -------------- notwithstanding anything to the contrary in Section 2.3(a) (except Section 2.3(a)(iv)), including, without limitation -------------- ------------------- (herein referred to as “Excluded Liabilities”): (i) All liabilities and obligations of either or both of the Emmis Entities to be paid or performed and arising before the Closing Date in connection with the operation of the Station and the Business and the ownership of the Purchased Assets other debtsthan those obligations assumed by Buyer in connection with the TBA; (ii) Any foreign, federal, state, county or local income Taxes which arise from the operation of the Station or the Business or the ownership of the Purchased Assets prior to the Closing Date; (iii) Any liability or obligation of either or both of the Emmis Entities in respect of indebtedness for borrowed money or any intercompany payable of either or both of the Emmis Entities or any of their Affiliates; (iv) All liabilities and obligations under Environmental Laws related to, associated with or arising out of (A) the occupancy, operation, use or control of any of the Real Property listed or described in Schedule 3.10(a) ---------------- prior to the Closing Date or (B) the operation of the Business prior to the Closing Date, in each case existing or the condition precedent thereto existing prior to the Closing Date, including, without limitation, any Release or storage of any Hazardous Materials prior to the Closing Date on, at or from (1) any such real property (including, without limitation, all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder) or any conditions whatsoever on, under or in such real property or (2) any real property or facility owned by a third party at which Hazardous Materials generated by the Business were sent prior to the Closing Date; (v) Any liabilities or obligations, whether accruedwhenever arising (i) related to, absoluteassociated with or arising out of any pension, contingent profit sharing, or otherwisewelfare employee benefit plan or other employee benefit plan, in contract program or in tort, arrangement of the Seller Emmis Entities providing any of the benefits described in 3(1) or the Business3(2) of ERISA, or providing any employment, consulting, severance, vacation, retirement, post-retirement, bonus, stay bonus, deferred compensation, incentive compensation, stock ownership, stock options, stock appreciation rights, stock purchase rights, phantom stock rights, insurance, worker's compensation, disability, unemployment, medical, or other benefit; and (ii) relating to the Assets such as and any current, former or retired employees, including but not limited to (i) accrued income taxesthose plans, (ii) deferred income taxes, (iii) a pro rated portion programs or arrangements listed in Schedule 3.22 and the obligation to ------------- provide continuation coverage as defined in Section 4980B of the 1997 Operational Taxes, Code (iv“COBRA Coverage”) to any taxes imposed on the Seller because employee of either Emmis Entity arising prior to Closing; (vi) Any costs and expenses incurred by either or both of the operations Emmis Entities incident to its negotiation and preparation of any this Agreement or the TBA and its or their performance and compliance with the agreements and conditions contained herein or therein; (vii) Any of their respective businesses either or sale both of the Business, (v) any of the Emmis Entities' liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, the TBA or the Emmis Entities Ancillary Agreements; (viviii) any Any liabilities or obligations of either or both of the Seller owed Emmis Entities to each Employee be paid or performed on or after the Closing Date in connection with the operation of the Station and the Business and the ownership of the Purchased Assets, to the extent such liabilities and obligations, but for a breach or default by either Emmis Entity, would have been paid, performed or otherwise discharged prior to the Closing Date or to the extent the same arise out of any such breach or default (unless such breach or default is caused by Buyer's action or failure to perform as required under employee benefits agreementsthe TBA); (ix) Any of either or both of the Emmis Entities' liabilities or obligations relating to the Excluded Assets; (x) Any liabilities or obligations of either or both of the Emmis Entities arising out of or relating to the employment of employees or independent contractors of the Station or the Business before and upon the Closing, including, without limitation, accrued salary, payroll and wages, accrued sick pay, accrued commissions, accrued “comp” time, accrued vacation time, and the proper classification of individuals providing services to either Emmis Entity as independent contractors or as employees, as the case may be; (viixi) Any obligations or liabilities relating to or arising out of any claims or pending litigation proceedings to the extent based on events occurring prior to Closing; (xii) Any obligations incurred or liabilities relating to the employment prior to or upon Closing by either or both of the Seller before Emmis Entities, and/or termination prior to or upon Closing by either or both of the Effective Date except as otherwise specifically Emmis Entities, of employees employed at the Station or in connection with the Business; and (xiii) Any obligations or liabilities arising out of or in connection with any contracts of either of the Emmis Entities not required to be assumed by Buyer pursuant to under this Section 2.6, (viii) any liabilities Agreement or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed LiabilitiesTBA.

Assumption of Liabilities. Subject On the terms and subject to the exceptions and exclusions of conditions set forth in this Section 2.6Agreement, at the Closing, the Buyer agrees Company shall assume all Liabilities that on related to or arise from the Effective DateTransferred Assets, it will assume the Products and/or the Business and/or the operation of the Business and/or the Transferred Subsidiaries, whether incurred prior to or after the Closing, and agree whether they arise out of facts or circumstances occurring prior to perform and pay when due: or after the Closing (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c“Assumed Liabilities”), for but excluding Excluded Liabilities. Without limiting the generality of the foregoing, Assumed Liabilities shall include, without duplication: 2.3.1. any Liabilities in respect of any and all products or Software sold and/or purchased and/or distributed, and/or services performed and/or received by, or on behalf of, Conduit and its Subsidiaries in connection with the Business; 2.3.2. any Liabilities arising out or in respect of the Business (whether prior to or after the Closing) and its operation by or on behalf of Conduit and its Subsidiaries prior to the Closing, excluding the Excluded Liabilities; 2.3.3. any amounts owed by Conduit to Perion Network Ltd. under that certain Publisher Agreement between Prize and Conduit dated August 12, 2013 with respect to the months November and December 2013; 2.3.4. any Liabilities whether arising under any Contract (excluding those included in the Excluded Assets), commitment, agreement, tort or otherwise, which arise from facts or circumstances occurring on prior to or after the Seller is Closing Date that are related to or arise from the Transferred Assets, the Products and/or the Business, excluding the Excluded Liabilities; 2.3.5. any Liabilities arising out, or in respect of, or to users of the Business, whether such users accepted the privacy or license terms (offline or online, including during installation, download or any other acceptance process) or not. 2.3.6. any Liability in respect of any proposals submitted to, or discussions, negotiations and ongoing initiatives conducted by Conduit or its Subsidiaries prior to the date hereof to potential customers of the Business; 2.3.7. any Liabilities arising out of, under or in connection with any Transferred Contracts or any other Transferred Asset which arise from facts or circumstances occurring prior to or after the Closing Date (whether or not in default incurred on or prior to the --------------- Effective Closing Date), (iii) all liabilities pertaining to customer depositsincluding, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due any default or breach by Conduit under such Transferred Contracts with respect to any period prior to Closing; 2.3.8. the 1997 calendar year (the "1997 Operational Taxes"obligations relating to those certain Transferred Contracts listed on Schedule ‎2.1.4(b) and as set forth therein; 2.3.9. any Liabilities and Damages that may arise from third party claims relating to the Transferred Intellectual Property, Transferred Intellectual Property Licenses or other Transferred Assets breaching, misappropriating, diluting or infringing, prior to Closing or (vsubject to Section ‎2.4.11) after the Closing, third party Intellectual Property; 2.3.10. other than as set forth in Section ‎2.4.11 below, any Liabilities in respect of any pending or threatened Legal Proceeding that relate to or arise from the Transferred Assets, the Products and/or the Business and/or the operation of the Business; 2.3.11. any and all debtsamounts owed (including interest accrued thereon) by Conduit to any of the Transferred Subsidiaries and intercompany payables or debt owed by Conduit to any of the Transferred Subsidiaries; 2.3.12. all and any of the Liabilities to any Employees or Consultants (whether pursuant to Law, liabilities and obligations relating Contract or Plan), whether arising from facts or circumstances occurring prior to the Business as conducted on and or after the Closing Date (collectivelyincluding, without limitation, any obligation to deduct and contribute any amounts to any Plan, any obligation or assumed benefit described in Section ‎5.5, and any Liabilities arising in connection with the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any termination of their respective businesses employment or sale of the Businessengagement), (v) excluding those set forth in Section ‎2.4.6; 2.3.13. all and any of the liabilities Liabilities to be assumed by the Company in accordance with Section ‎2.6; 2.3.14. any Liability arising from the assignment, transfer, conveyance or expenses delivery of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior Transferred Asset to the Closing Date under employee benefits agreements, (vii) Company or any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) Affiliate thereof; and 2.3.15. any liabilities or obligations incurred by the Seller in violation Liability arising out of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the or otherwise in respect of any Assumed LiabilitiesLiability.

Assumption of Liabilities. Subject Buyer shall assume, pay, perform, honor and discharge in accordance with their terms or otherwise satisfy, as of the Closing, only the following liabilities, obligations and commitments of Seller and the Seller Entities of any nature, whether known or unknown, absolute, accrued, contingent or otherwise and whether due or to the exceptions and exclusions of this Section 2.6become due, relating to or arising out of, directly or indirectly, the Buyer agrees that on the Effective Date, it will assume and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes operation of the Business due with respect on or before the Closing (the “Assumed Liabilities”): (a) Any and all liabilities, obligations and commitments relating to the 1997 calendar year (Business or the "1997 Operational Taxes") Assets of the nature that are reflected on the Latest Balance Sheet, including direct and (v) any and all debts, indirect liabilities and obligations relating to the Business as conducted allocated by Seller to the Business (which indirect liabilities shall be allocated to the Business based on the ratio of indirect selling, general and after administrative expenses allocated to the Closing Date Business to the total indirect selling, general and administrative expenses of Seller); (collectivelyb) All accounts payable or trade payables incurred in operating the Business in the ordinary course, the "Assumed Liabilities"). Except as otherwise specifically provided hereinincluding portions of such payables relating to value-added taxes, the Assumed Liabilities shall not include any sales taxes and other debts, consumption-type taxes; (c) All liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, and obligations of the Seller or the Business, or relating to the Included Xxxxxxxxxxx Real Property and the operation of the Business or the Assets such as at the Included Xxxxxxxxxxx Real Property with respect to Environmental matters and Environmental Laws, including but not limited to without limitation the liabilities assumed by Buyer under Section 8.05 hereof, provided that the foregoing shall exclude any liabilities in respect of (i) accrued income taxes, the transportation or disposal of Hazardous Materials off of the Included Xxxxxxxxxxx Real Property before the Closing Date and (ii) deferred income taxes, (iii) a pro rated portion any costs in respect of Phase II Response Actions in excess of the 1997 Operational Taxes, Phase II Deductible Amount to be borne by Seller in accordance with Section 8.05 hereof; (ivd) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the All liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed Business under the agreements, contracts, leases, licenses, and other arrangements included in the Assets, including all liabilities in respect of any and all products, goods or services sold by the Businesses, including liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims; (e) Liabilities in respect of Employees that Buyer hires in accordance with Section 7.03 hereof relating to each Employee prior employment or termination of employment (including liabilities under Foreign Pension Plans in respect of Foreign Transferred Employees in accordance with Section 7.03(l) hereof) and liabilities in respect of Employees with respect to retention bonus and other payments described in Exhibit E hereto that become due and payable after December 31, 2001 and other Severance/Retention Coverage Payments assumed by Buyer under, but subject to the Closing Date under employee benefits agreementslimitations of, Section 7.03(c) hereof; (viif) any obligations All liabilities in respect of deferred revenue relating to the Business incurred in the ordinary course of business as the Business has been operated by Seller and the Seller before the Effective Date except Entities since July 1, 2000 or as otherwise specifically disclosed in Schedule 4.05; (g) All liabilities in respect of rebates relating to the Business incurred in the ordinary course of business as the Business has been operated by Seller and the Seller Entities since July 1, 2000 or as otherwise disclosed in Schedule 4.05; (h) All liabilities and obligations assumed by Buyer pursuant to this Section 2.6, the Intellectual Property Agreement; (viiii) any All liabilities or and obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilitiesactions, suits, claims, workmen’s compensation claims, legal proceedings, orders or investigations relating to the Business described in Exhibit E hereto, as such exhibit may be updated in accordance with Section 12.11 hereof; (j) All liabilities in respect of Subdivision Costs to be paid by Buyer under, but subject to the limitations of, Section 8.04(b) hereof; and (k) All liabilities, obligations and commitments of the Business set forth in Exhibit E hereto.

Assumption of Liabilities. Subject Upon the terms and subject to ------------------------- the exceptions and exclusions of this Section 2.6conditions set forth herein, at the Closing Buyer agrees that on the Effective Date, it will to assume and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), become solely responsible for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and or obligations whatsoever of Asset Seller to the extent arising out of or relating to the Business as conducted on and ownership of the Transferred Assets or the operation of the Business, or of any of Asset Seller's Affiliates to the extent arising out of or relating to the ownership of the Transferred Assets or the operation of the Business, whether arising before or after the Closing Date and whether known or unknown, fixed or contingent, but excluding the Excluded Liabilities (collectively, the "Assumed Liabilities"), including the ------------------- following: (a) all liabilities and obligations of Asset Seller under the agreements, contracts, leases, licenses and other arrangements included in the Transferred Assets; (b) all liabilities with respect to all actions, suits, proceedings, disputes, claims or investigations that arise out of or relate to the ownership of the Transferred Assets or the operation of the Business; (c) employee benefit, compensation, retention and severance liabilities and other similar liabilities associated with employees of Asset Seller engaged in the operation of the Business, including the Liability for the retention costs and special bonuses set forth in Schedule 5.8(e) of the Disclosure Schedule; and (d) all liabilities of Asset Seller and its Affiliates for Taxes with respect to the operation of the Business or the Transferred Assets (other than Taxes imposed with respect to any gain realized as a result of the transactions contemplated by this Agreement) for any taxable year or period beginning before and ending after the Closing Date, for the portion of such taxable year or period after the Closing Date determined in accordance with Section 8.3(b). Except as otherwise specifically provided hereinNotwithstanding the foregoing, the Assumed Liabilities shall not include (and the following, collectively, shall constitute the "Excluded Liabilities"): -------------------- (a) any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, Liabilities of the Companies (since these liabilities will continue to be owed by the Companies); (b) any Liabilities owed to Asset Seller or any of its Affiliates (other than the Business, Companies or relating the Division) by any Company or Asset Seller (with respect to the Assets such as and including but not limited to (iBusiness or the Division) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee that arise prior to the Closing Date except for those that will continue under employee benefits agreements, Section 5.10; (viic) any obligations incurred Liabilities owed by Asset Seller or any of its Affiliates (other than the Companies or the Division) to any Company or the Division that arise prior to the Closing Date; (d) any Liabilities for borrowed money owed by Asset Seller before the Effective Date except as otherwise specifically assumed by Buyer or any of its Affiliates to third parties; (e) any Liabilities of Asset Seller or Stock Seller pursuant to this Agreement or relating to the transfer of assets or stock hereunder; (f) subject to the license agreements contemplated by Section 2.66.1(h), any Liability arising out of or relating to any asset that is not a Transferred Asset and is not owned by any of the Companies, except to the extent that such Liability shall have been accrued on the Closing Date Balance Sheet; (g) any Liability to the extent arising out of or relating to Excluded Assets; (h) all Liability arising out of or resulting from (i) the claims and Actions listed on Schedule 3.8(a) of the Disclosure Schedule, including any successor or related claims or Actions, (viiiii) any liabilities claims or obligations incurred by Actions which are not disclosed on Schedule 3.8(a) of the Seller in violation ofDisclosure Schedule if, or as a result of the Seller's violation offailure to disclose such claims or Actions on such Schedule, the representation set forth in Section 3.8(a) is not true and correct as of the date of execution of this AgreementAgreement (ignoring for this purpose the reference to Seller Material Adverse Effect but including only claims and Actions that, (ix) liabilities arising from sales individually or in the aggregate, could reasonably be expected to result in a liability in excess of products or services before the Effective Date$1,000,000), and (xiii) liabilitiesany claims or Actions which are not disclosed on Schedule 3.8(a) of the Disclosure Schedule if, costsas a result of the failure to disclose such claims or Actions in such Schedule, the representation in Section 3.8(a) would not be true and expenses associated with correct as of the litigation described Closing Date if restated on the Closing Date; (i) Excluded Employment Liabilities, as defined in Section 5.8(a), any Liability in respect of or relating to the issuance or grant of stock options, stock appreciation rights, performance shares or capital stock to employees of or consultants to any of the Sellers and their Affiliates, any Liability in respect of retention costs and special bonuses (including those set forth on Schedule 2.4(i) of the Disclosure Schedule but not including those set forth in Schedule 3.9 hereto (all 5.8(e) of the foregoing being ------------ hereinafter collectively referred Disclosure Schedule) and any Liability in respect of any agreement set forth in clause 1(q) of Schedule 3.10(a) of the Disclosure Schedule; (j) any Liabilities of Asset Seller or any of its Affiliates for Taxes with respect to the operation of the Business or the Transferred Assets for any taxable year or period ending on or before the Closing Date and, with respect to any taxable year or period beginning before and ending after the Closing Date, for the portion of such taxable year or period ending on the Closing Date as determined in accordance with Section 8.3; and (k) any obligation to contribute any or all amounts in excess of $19,250,000.00 incurred by 63 Madison Associates, L.P., as landlord, in its renovation of the real estate and improvements subject to the Lease of Asset Seller under that certain Agreement of Lease, dated January 15, 1998, by and between 63 Madison Associates, L.P. and Xxxx-Xxxxx Inc. (the "Retained LiabilitiesLease"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, ----- Buyer shall be permitted to recover is not assuming or becoming responsible for any damages caused by breaches of representationsdebts, warranties, covenants and agreements by Seller relating to liabilities or obligations other than the Assumed Liabilities.

Assumption of Liabilities. Subject to the exceptions terms and exclusions conditions of this Section 2.6Agreement, at the Closing, Buyer agrees that shall assume and thereafter pay, perform and discharge, or cause to be paid and discharged, when due, only (a) the accounts payable and accrued expenses of the Business reflected on the Effective Date, it will assume Company’s Interim Financial Statements which are unpaid as of the Closing Date and agree to perform and pay when due: (i) all Trade Payablesare included in the calculation of Final Working Capital, (iib) all unperformed any accounts payable and unfulfilled accrued expenses of the Business incurred in the ordinary course of business, consistent with past practice, between the date of the Company’s Interim Financial Statements and the Closing Date which are unpaid as of the Closing Date and are included in the calculation of Final Working Capital, (c) the liabilities and obligations under of the Contracts set forth on Schedule 2.1(c)Company pursuant to the Assumed Contracts, for which but only to the extent not arising from and not attributable to any breach, default or failure of performance thereunder by the Company or Seller is not in default occurring on or prior to the --------------- Effective DateClosing, (iiid) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect any liability to the 1997 calendar year (Company’s customers incurred by the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to Company in the Business as conducted ordinary course of business for nondelinquent orders or performance of services outstanding on and after the Closing Date (except to the extent the liability arises out of or relates to a breach by the Company that occurred prior to the Closing Date) reflected in the Company’s records and (e) the other liabilities identified on Schedule 2.3(a) attached hereto (collectively, the "“Assumed Liabilities"”). Except as otherwise specifically provided hereinfor the Assumed Liabilities, the Assumed Liabilities Company shall remain responsible for, and Buyer shall not include directly or indirectly, assume, or in any other debtsway become liable or responsible for, liabilities any liability, obligation, debt or obligationscontingency of the Company, Seller, any Affiliate of the Company or Seller, or the Business of any type or nature, whether liquidated or unliquidated, known or unknown, actual or inchoate, accrued, absolute, contingent or otherwise, in contract and whether arising from facts existing or in tortevents occurring prior to, on or after the date of the Seller this Agreement or the BusinessClosing, or relating to the Assets such as and including but not limited to (iincluding, without limitation, those items identified on Schedule 2.3(b) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 attached hereto (all of collectively, the foregoing being ------------ hereinafter collectively referred to as the "Retained “Excluded Liabilities"”). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject On the terms and subject to the exceptions conditions set forth in this Agreement, at the Closing, Purchasers shall assume, effective as of the Closing, and exclusions thereafter in due course shall perform, pay and discharge, all Liabilities of this Section 2.6Seller other than the Excluded Liabilities (collectively, the Buyer agrees that “Assumed Liabilities”), including the following Liabilities: (a) all Liabilities of Seller under the Purchased Contracts; (b) all Liabilities arising out of or relating to the employment or termination of employment by Seller of any individual to the extent related to the Business before, on or after the Closing Date, including Liabilities relating to Rangers Employees or Former Rangers Employees, except to the extent specifically excluded by Section 8.2(f); (c) all Liabilities arising from the sale of products sold or services provided in the Ordinary Course of Business pursuant to product or service warranties, returns and rebates; (d) all Liabilities constituting, or arising in connection with, accounts payable existing on the Effective DateClosing Date (including, it will assume and agree to perform and pay when due: for the avoidance of doubt, (i) all Trade Payables, invoiced accounts payable and (ii) accrued but uninvoiced accounts payable); (e) all unperformed sales, use, stamp, transfer and unfulfilled obligations other similar Taxes applicable to the transfer of the Purchased Assets pursuant to this Agreement; (f) all Liabilities for Taxes relating to the Purchased Assets for all taxable periods (or portions thereof) beginning after the Closing Date (as determined in accordance with Section 11.1(b)) and Suite Sales Tax Liability; (g) all Specific Rangers Assumed Liabilities; and (h) all Liabilities under the Contracts set forth on Schedule 2.1(c), for which Existing BRE Land Use Arrangement (excluding the Seller is not in default outstanding accounts payable to BRE by HSG under the Existing BRE Land Use Arrangement) arising on or prior to the --------------- Effective Closing Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject to At the exceptions and exclusions of this Section 2.6Closing or, the Buyer agrees that on the Effective Date, it will assume and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to liabilities arising out of any Transition Asset (including those transferred under the 1997 calendar year Purchase Agreement), on the applicable Subsequent Transfer Date, the Company shall assume, and shall agree to pay, perform and discharge according to their respective terms (if any), the "1997 Operational Taxes"following (and only the following) and (v) any and all debts, liabilities and obligations relating of IMS and its Affiliates arising primarily from or related primarily to the Contributed CD Business as conducted on and after the Closing Date (collectivelyPurchased CD Business, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any and no other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed IMS or its Affiliates (liabilities to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred be assumed by the Seller before the Effective Date except as otherwise specifically assumed by Buyer Company pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing 1.4 being ------------ hereinafter collectively referred to as the "Retained Assumed Liabilities"). Subject ): (i) all obligations of IMS or its Affiliates under the Business Contracts (other than Excluded Contracts) that are part of the Contributed CD Business or the Purchased CD Business that, by the terms of such Business Contracts, arise after the Closing Date or, with respect to Sections 7.1(Esuch Business Contracts, including those that constitute part of the Purchased CD Business, included within the Transition Assets (including those included within the Purchased CD Business), 7.2 the applicable Subsequent Transfer Date, relate to periods following the Closing Date or, with respect to such Business Contracts included within the Transition Assets (including those included within the Purchased CD Business), the applicable Subsequent Transfer Date, and 9.11 are to be observed, paid, discharged, or performed, as the case may be, in each case at any time after the Closing Date or, with respect to such Business Contracts included within the Transition Assets (including those included within the Purchased CD Business), the applicable Subsequent Transfer Date; (ii) except to the extent related to or arising out of Retained Inventory, any product warranty, product liability or product returns, rebates, coupons, allowances or other discounting and promotional commitments arising from any product line produced or sold by the Contributed CD Business and the Purchased CD Business that has not been discontinued prior to the date hereof; (iii) except as set forth in Section 1.4(iii) of the Disclosure Schedule or with respect to any matter involving Taxes or any Excluded Assets, Buyer shall be permitted to recover for any damages caused by breaches liability, obligation, cost or expense of representations, warranties, covenants and agreements by Seller IMS or any of its Affiliates arising out of or relating to any investigation, claim, action, suit, complaint, dispute, audit, demand, litigation or judicial, administrative or arbitration proceeding (collectively, "Legal Proceeding"), as and to the Assumed Liabilitiesextent it arose or arises from the Contributed CD Business and the Purchased CD Business, to which IMS or any of its Affiliates is or was a party whether it relates to any time prior to, at or after the Closing (regardless of whether the Legal Proceeding is commenced before or after the Closing), and any contingency reserve related thereto; (iv) upon hiring of a Transferred Employee by the Company or a Subsidiary of the Company, any liability or obligation with respect to such Transferred Employee, including all liabilities for accrued vacation pay, excluding any pension or similar liabilities; (v) any liability, obligation or expense arising from the Business Contributed Intellectual Property and Business Purchased Intellectual Property (as defined in the Purchase Agreement) after the Closing Date; and (vi) any liability or obligation arising from the conduct of the Contributed CD Business and the Purchased CD Business (other than liabilities or obligations related to the Retained Inventory, the Retained Accounts Receivable, the Accounts Payable or the Transition Assets (in each case, including such assets under the Purchase Agreement)) after the Closing Date, and with respect to Transition Assets (including those included within the Purchased CD Business), any liability or obligation arising from the conduct of the Contributed CD Business and the Purchased CD Business after the applicable Subsequent Transfer Date.

Assumption of Liabilities. Subject 2.2.1 With effect from the Completion Date and subject to any express provisions of this Agreement to the exceptions and exclusions of this Section 2.6contrary, the Buyer agrees Purchasers shall assume, duly and punctually pay, satisfy, discharge, perform and fulfil all Liabilities of EFPL (including Environmental Liabilities but excluding any Liabilities for Taxation (other than any climate change levy payable by EFPL in respect of any deemed supplies to itself of taxable commodities) and Borrowed Moneys) to the extent that on they relate to the Effective Business, the Assets and the Relevant Employees (and any former employees) (other than liabilities in respect of retirement or death benefits save to the extent that Schedule 13 applies) which are existing, outstanding or in force at the Completion Date (to the extent that such Liabilities have not been fully paid, satisfied, performed, fulfilled or discharged before the Completion Date) or which arise, accrue or are assessed after the Completion Date. 2.2.2 EFPL and the Purchasers shall use their respective best endeavours to procure that the waste management licence issued by the Environment Agency under reference number NYCC/042 for the disposal of pulverised fuel ash from the Power Station is transferred to the relevant Purchaser at, or as soon as reasonably practicable after, Completion, including the giving of any financial or other guarantee or undertaking or bond by the relevant Purchaser as the Environment Agency may require. 2.2.3 The relevant Purchaser undertakes that if the waste management licence referred to in Clause 2.2.2 is not transferable until after Completion, it will assume notify EFPL if it disposes of any pulverised fuel ash at the Property as soon as is practicable after each disposal (providing EFPL with sufficient details to enable it to comply with all its obligations in respect of landfill tax arising from each such disposal). The Purchasers shall indemnify EFPL and agree keep EFPL indemnified on an after tax basis against any liability EFPL has to perform landfill tax (including penalties and pay when due: (iinterest relating to landfill tax) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(cin respect of any such disposal(s), . 2.2.4 EFPL shall be responsible for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller for non-domestic rates which accrue before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Completion Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject On the terms and subject to the exceptions conditions set forth herein, at Closing Buyer will assume, and exclusions of this Section 2.6discharge or perform when due, the Buyer agrees that on the Effective Date, it will assume following Liabilities of Seller and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date Affiliates (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein): (a) all accounts payable and other Current Liabilities which are reflected on the accounting system maintained at the San Diego facility of the Business and on the Closing Balance Sheet, consistent with the September Balance Sheet, except for accrued payroll (excluding vacation) payable through the Closing Date to U.S. or non-U.S. employees; (b) all Liabilities arising under the Assumed Liabilities shall not include any other debtsContracts and the Transferred Licenses; (c) all Product Warranty Claims and product liability Claims for products manufactured, liabilities sold, leased or obligationsdelivered, whether accruedor services provided, absoluteby the Business on or before the Closing Date, contingent or otherwise, in contract or in tort, to the extent of the Seller or reserve therefor set forth on the Business, or relating Closing Balance Sheet (except that such limitation will not apply to the Assets extent that any such as and including but not limited to Claim arises out of Buyer's provision of warranty service or other acts or omissions after the Closing Date); and (d) the following Liabilities arising under the Transferred Benefit Plans: (i) all Liabilities outstanding on the Closing Date for accrued income taxes, vacations in respect of non-U.S. employees; (ii) deferred income taxesall other such Liabilities that arose on or before the Closing Date, to the extent of the assets of the Transferred Benefit Plans that constitute Transferred Assets; and (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating all such Liabilities that arise from and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to after the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject Upon the terms and subject to the exceptions and exclusions conditions of this Agreement, Purchaser shall assume at the Closing and pay, perform and discharge promptly when due, and hold Seller harmless from, all liabilities and obligations of Seller accruing from and after the Closing, including the following: (a) the contracts (the "Assumed Contracts") identified in Schedule 1.3(a) in respect of any period after the Closing Date; and (b) any liabilities (including, but not limited to, any tax liabilities relating to the PRENATE Business) and obligations relating to the PRENATE Business from and after the Closing Date. The liabilities and obligations to be assumed by Purchaser under this Section 2.6are hereinafter referred to as the "Assumed Liabilities." Except for the Assumed Liabilities, Purchaser shall not assume, nor shall it be liable for, any liability, debt, obligation, claim against or contract of Seller of any kind or nature whatsoever, whether or not accrued, whether fixed, contingent or otherwise, whether known or unknown, whether related to PRENATE Business or the Buyer agrees that Acquired Assets, and whether or not recorded on the Effective Datebooks and records of Seller. In particular, it will assume and agree to perform and pay when due: but without limiting the foregoing, Purchaser shall not be responsible for the payment of (i) all Trade Payablesany expenses or liabilities for or to any employees of Seller including, without limitation, any compensation, severance, vacation or termination pay, (ii) all unperformed any liability or obligation of Seller for any taxes, assessments, charges, fees and unfulfilled impositions by any governmental authority including, without limitation, any taxes, assessments, charges, fees or impositions assessed as a result of the sale and purchase of the Acquired Assets or any of the other transactions contemplated by this Agreement for any taxable period ending on or before the Closing Date, (iii) any liability or obligation under any laws relating to hazardous substances or laws regulating the environment arising on or before the Closing Date, and (iv) any other liabilities or obligations under with respect to any claim or cause of action, regardless of when made or asserted, which arise out of or in connection with the Contracts business and operations of Seller or the Acquired Assets prior to the Closing Date including, without limitation, payments due third parties for any Acquired Assets, open purchase orders for Inventory (except as may be otherwise set forth on Schedule 2.1(cin this agreement), and any product liability or claims for which injury to person or property relating to the manufacture of Prenate Products by or on behalf of the Seller is not in default on or prior to the --------------- Effective Closing Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, . The liabilities and obligations relating not to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically be assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively Purchaser are herein after referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities." [***] - Confidential Treatment Requested

Assumption of Liabilities. (a) Subject to the exceptions terms and exclusions of this Section 2.6conditions set forth herein, at the Closing, Buyer agrees that on the Effective Date, it will shall assume and agree to pay, honor, perform and pay discharge when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under due the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, following liabilities and obligations relating to the Assets and the Business (the "Assumed Liabilities"): (i) all early termination payment obligations, but not retention incentive obligations, of Seller under all severance and retention incentive agreements between Seller and employees of Seller engaged in the Business to the extent that: (A) the employees are employed by Buyer, at Buyer's sole and absolute discretion, for more than ninety days immediately following the Closing Date (or employee's date of hire by Buyer, if later); and (B) the employees' agreements are set forth in Schedule 2.4(a); and (C) the Seller would be bound to make such payments to such employees if those employees were employed by Seller immediately prior to termination of employment; (ii) The obligations of Seller for the payment of commissions which are accrued but not yet payable to salespersons who are Hired Employees and accumulated paid time off obligations under Seller's existing PTO program for Hired Employees. (iii) The performance of all product warranty obligations of Seller relating to the Business for which reserves exist on the April Balance Sheet (as conducted on adjusted in the Audited Closing Date Balance Sheet) which arise following the Closing from products sold by the Business prior to the Closing in bona fide transactions with third parties in the Ordinary Course to the extent of such reserves; (iv) all liabilities and obligations of Seller to be paid or performed from and after the Closing Date under or relating to the Disclosed Contracts included among the Assets; (v) all liabilities and obligations of Seller (other than those liabilities specifically listed below) relating to or arising out of the ordinary course operation of the Business solely to the extent of reserves therefor set forth on the April Balance Sheet (as adjusted in the Audited Closing Date Balance Sheet); (vi) obligations arising out of Buyer's operation of the Business following the Closing; and (vii) the liabilities listed on Schedule 2.4(c). (b) In no event shall Buyer assume or in any way be responsible for any of the debts, claims, commitments, fees, expenses, liabilities and obligations of Seller or the Business not specifically assumed pursuant to this Section 2.4 (collectively, the "Assumed Excluded Liabilities")) and Seller shall remain liable therefor. Except as otherwise specifically provided hereinIn furtherance of, and not in limitation or lieu of the immediately preceding sentence, the Assumed Excluded Liabilities shall not include include: (i) Federal, State and local Tax liabilities, including penalties and interest for any other debts, periods or partial periods prior to the Closing Date or otherwise attributable to Seller; (ii) liabilities arising out of the Excluded Assets; (iii) pending or obligations, whether accrued, absolutethreatened litigation or claims or obligations asserted or unasserted, contingent or otherwise, in contract to the extent arising or based on events or matters prior to the Closing, whether or not based on or arising from injury to property, person or business or otherwise based in tort, of the Seller or the Business, any criminal or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, quasi-criminal claims or obligations or any claims based directly or indirectly on Hazardous Materials or otherwise on state or federal environmental laws; (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Businessobligations to Seller's employees (including without limitation pension, accrued vacation, salary, and other benefits liabilities) other than those certain obligations specifically set forth in Section 2.4(a)(i) and 2.4(a)(ii); (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreementobligations, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, expenses, losses, fees and expenses associated with claims of any type or nature unless set forth in the litigation described Closing Date Balance Sheet or otherwise included in Schedule 3.9 hereto (all the definition of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities. (c) Notwithstanding the provisions of this Section, in the event: (i) the amount of accounts receivable set forth on the Audited Closing Date Balance Sheet which are not collectible by Buyer using commercially reasonable efforts exceeds the reserve for uncollectible accounts receivable set forth on the Audited Closing Date Balance Sheet (the "A/R Differential"); or (ii) the cost to Buyer to comply with Seller's product warranty claim obligations meeting the specifications set forth in (b), above, exceeds the reserve for said product

Assumption of Liabilities. Subject Except as set forth in Section 1.5, upon the terms and subject to the exceptions and exclusions conditions of this Section 2.6Agreement, the Buyer agrees that on the Effective Date, it will shall assume and agree to perform pay, honor and pay discharge when due: (i) due all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, following liabilities and obligations relating to the Business as conducted Acquired Assets existing at or arising on and or after the Closing Date (collectively, the "Assumed LiabilitiesASSUMED LIABILITIES"). Except as otherwise specifically provided herein): (a) any and all liabilities, obligations and commitments relating exclusively to the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller Business or the Business, or relating to the Acquired Assets such as and including but not limited to that are (i) accrued income taxes, reflected on the Closing Balance Sheet (as defined in Section 1.8(a)) and (ii) deferred income taxes, (iii) a pro rated portion incurred as of the 1997 Operational Taxes, (iv) any taxes imposed on Closing in the Seller because ordinary course of business consistent with prior practice and in accordance with the operations terms of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, including, without limitation, trade accounts payable, payroll taxes, accrued liabilities (viother than Excluded Liabilities), and operating lease liabilities for equipment such as telephone, office equipment, automobiles, fork lifts and similar equipment; (b) any and all liabilities, obligations and commitments arising out of the Seller owed to each Employee Assumed Contracts, but not including any obligation or liability for any breach thereof occurring prior to the Closing Date under employee benefits agreements, Date; (viic) any and all liabilities, obligations and commitments arising out of Xxxx'x sales agreements with Palmar, Inc. and Manac, Inc. from the Closing Date until December 31, 1999 or March 31, 2000, as the case may be; (d) Transfer Taxes (as defined in Section 5.7(a)) and property taxes that are the responsibility of the Buyer under Section 5.7(b); (e) fees and expenses incurred by the Seller before Buyer in connection with negotiating, preparing, closing and carrying out this Agreement and the Effective Date except as otherwise specifically assumed transactions contemplated by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, including the fees, expenses, disbursements and expenses for the Buyer's attorneys, accountants, investment bankers and consultants; (ixf) liabilities relating to or arising with respect to any of the Acquired Assets; and (g) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"under Section 5.9(b). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject In connection with the transactions contemplated by Section 2.1, and except as set forth in Section 2.4, Neenah shall, and shall cause the Neenah Parties to, assume on a joint and several basis with Neenah, and to pay, comply with and discharge all contractual and other Liabilities in accordance with their terms of Kxxxxxxx-Xxxxx or its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Neenah Business, whether due or to become due, including: (a) all Liabilities of Kxxxxxxx-Xxxxx and its Subsidiaries that are reflected, disclosed or reserved for on the Balance Sheet, as such Liabilities may be increased or decreased in the operation of the Neenah Business from the date of the Balance Sheet through the Distribution Date; (b) all Liabilities of Kxxxxxxx-Xxxxx and its Subsidiaries under or related to the exceptions and exclusions of this Section 2.6Real Estate Leases, the Buyer agrees that on Personal Property Leases and the Effective DateContracts, it will assume and agree such assumption to perform and pay when due: occur as (i) all Trade Payablesassignee if such Real Estate Leases, Personal Property Leases and Contracts are assignable and are assigned or otherwise transferred to the Neenah Parties, or (ii) all unperformed subcontractor, sublessee or sublicensee as provided in Section 6.3 if such assignment of such Real Estate Leases, Personal Property Leases and unfulfilled obligations under Contracts and/or proceeds thereof is prohibited by law, by the Contracts set forth on Schedule 2.1(c), for which terms thereof or not permitted by the Seller is not in default on or prior to the --------------- Effective Date, other contracting party; (iiic) all liabilities pertaining to customer deposits, (iv) a prorated portion Liabilities of all franchise, Los Angeles City, business Kxxxxxxx-Xxxxx and related taxes its Subsidiaries in connection with claims of past or current employees of the Business due with respect Neenah Business, except as otherwise expressly provided in this Agreement or the Employee Matters Agreement; (d) all Liabilities of Kxxxxxxx-Xxxxx and its Subsidiaries related to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debtsActions asserting a violation of any law, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities rule or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because regulation arising out of the operations of any of their respective businesses the Neenah Business or sale the ownership or use of the Transferred Assets, whether before or after the Distribution Date and all Liabilities relating to Assumed Actions; (e) all Liabilities for which Neenah is liable in accordance with the terms of the Tax Sharing Agreement; (f) all Liabilities of Neenah Michigan; (g) all other Liabilities of Kxxxxxxx-Xxxxx and its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Neenah Business, (v) whether existing on the date hereof or arising at any time or from time to time after the date hereof, and whether based on circumstances, events or actions arising heretofore or hereafter, whether or not such Liabilities shall have been disclosed herein, and whether or not reflected on the books and records of Kxxxxxxx-Xxxxx and its Subsidiaries or Neenah and its Subsidiaries or the liabilities or expenses of the Seller incurred Balance Sheet. The Liabilities described in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively 2.3 are referred to in this Agreement collectively as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the “Assumed Liabilities.”

Assumption of Liabilities. Subject Effective as of the Closing, but subject to the exceptions Retained Liabilities and exclusions indemnity obligations of this Sellers in Section 2.613.1(a), Buyer shall cause the Company to be responsible for and to pay, honor and discharge when due and payable all of the obligations, liabilities and commitments attributable to the Company accruing after the Closing Date ("Assumed Liabilities"), including, but not limited to, the Buyer agrees that on following: (a) except to the Effective extent otherwise expressly provided in Section 5.3, all Losses of the Company arising from, or alleged to be arising from or attributable to a violation of, or the failure to perform any obligation imposed by, Environmental Laws in effect where the Assets are located, regardless of whether arising from or attributable to the ownership of the Assets before or after the Closing Date, it will assume and agree to perform and pay regardless of whether resulting from any acts or omissions of the Company or the condition of the Property when due: acquired except for (i) all Trade Payablesfines and penalties asserted against the Company by any governmental authority attributable to a violation of, (ii) all unperformed and unfulfilled obligations under or the Contracts set forth on Schedule 2.1(c)failure to perform any obligation imposed by, for which the Seller is not in default Environmental Laws attributable to time periods on or prior to the --------------- Effective Closing Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, ; (ii) deferred income taxes, (iii) a pro rated portion liabilities arising out of the 1997 Operational Taxes, (iv) or related to any taxes imposed Offsite Environmental Matter attributable to time periods on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, Date; and (viiiii) any obligations incurred third party claims for personal injury, property damage, damage to natural resources arising out of or related to Environmental Conditions disclosed by Sellers or the Company or identified in the Environmental Review; (b) all Losses under the terms of the Related Agreements, Property or Permits attributable to time periods after the Effective Date; (c) all Losses attributable to litigation filed or claims made against the Company attributable to time periods after the Closing Date; (d) all Losses occurring, arising out of or related to Transferred Employees or employment matters attributable to time periods after the Closing Date; and (e) all Losses related to Taxes due or payable by the Seller before Company with respect to time periods after the Effective Date except as otherwise specifically assumed by Buyer pursuant but subject to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"12.1(a). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject a. Upon the terms and subject to the exceptions and exclusions conditions of this Section 2.6Agreement, Buyer hereby agrees to assume, effective as of the Closing Date, and agrees to be responsible for, pay, perform and discharge when due the following liabilities, obligations and commitments (collectively, the Buyer agrees that on the Effective Date, it will assume and agree to perform and pay when due: "ASSUMED LIABILITIES"): (i1) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debtsobligations, liabilities and obligations relating commitments that arise from and after the Closing Date under the Transferred Contracts; and (2) all obligations, liabilities and commitments that arise out of or relate to the Business as conducted on operation of the Acquired Assets from and after the Closing Date (collectively, the "Assumed LiabilitiesPOST-CLOSING LIABILITIES"). . b. Except as otherwise specifically provided hereinexpressly set forth in Section 2.3(a), upon the Assumed Liabilities shall terms and subject to the conditions of this Agreement, Buyer will not include any other assume or be responsible for the following liabilities, obligations and commitments of Seller (the "EXCLUDED LIABILITIES"): (1) all obligations, liabilities and commitments that arise prior to the Closing Date under the Transferred Contracts; (2) all debts, liabilities or obligations, liabilities and commitments that arise out of or relate to the operation of the Acquired Assets prior to the Closing Date whether accrued, absolute, contingent or otherwise, in contract or in tort, whether arising out of the Seller any act or the Businessomission occurring, or relating to state of facts existing prior to, on or after the Assets such as and including but not limited to (i) accrued income taxesClosing Date, (iithe "PRE-CLOSING LIABILITIES"); (3) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred except as otherwise expressly provided in negotiating and carrying out its obligations under this Agreement, all Taxes (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or including sales Taxes payable as a result of the Seller's violation of, this Agreement, sale of the Acquired Assets) that arise out of or relate to the operation of the Acquired Assets on or prior to the Closing Date; and (ix4) liabilities any obligation or liability of Seller to the extent solely related to or arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated solely in connection with the litigation described in Schedule 3.9 hereto (all ownership of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed LiabilitiesExcluded Assets.

Assumption of Liabilities. Subject (a) On the terms and subject to the exceptions and exclusions conditions of this Section 2.6Agreement, effective as of the Buyer agrees that on the Effective DateClosing, it Purchaser will assume and agree to pay, perform and pay discharge when due: (i) due and to indemnify Seller and its Affiliates against and hold them harmless from all Trade Payablesobligations and Liabilities of whatever kind and nature, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c)primary or secondary, for which the Seller is direct or indirect, absolute or contingent, known or unknown, whether or not in default accrued, whether arising before, on or prior after the Closing Date, other than the Excluded Liabilities, of Seller to the --------------- Effective Dateextent relating to, (iii) all liabilities pertaining to customer depositsresulting from or arising out of the Business, (iv) a prorated portion any of all franchisethe Acquired Assets or any of the Products manufactured, Los Angeles Cityproduced, business and related taxes distributed or sold by or on behalf of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities")) and including without limitation the obligations and Liabilities specified below other than Excluded Liabilities: (i) the obligations and Liabilities of Seller under Assumed Contracts; (ii) the account payable and accrued expenses in respect of the Business; (iii) the obligations and Liabilities in respect of any and all Products sold by or on behalf of the Business at any time, including without limitation obligations and liabilities for refunds, adjustments, allowances, damages, repairs, exchanges, returns, warranties and personal injury; (iv) the obligations and Liabilities relating to the Acquired Assets or the conduct of the Business at any time; (v) the obligations and Liabilities arising as a result of being an owner, occupant or operator of the Business Real Property, including, without limitation, all obligations and Liabilities relating to personal injury, property damage, the environment, natural resources, employee safety and health and waste generation, transportation or disposal, in each case in respect of the Business Real Property; (vi) the obligations and Liabilities relating to Taxes with respect to the conduct of the Business at any time, whether or not reflected or reserved against in the Balance Sheet, but not including Income Taxes that are Excluded Liabilities; (vii) Except to the extent otherwise provided in Article XII hereof, the obligations and Liabilities relating to the employment or termination of employment of any of the Business Employees employed by Seller at any time or arising under or relating to any benefit plan listed on Schedule 4.18(a) annexed hereto, or any other program, agreement, or arrangement, whether or not subject to ERISA, relating to any such employee; (viii) the Liabilities reflected as such in the Closing Date Balance Sheet; (ix) the obligations arising pursuant to Article XII hereof; and (x) any direct, out-of-pocket costs relating to any legal, accounting, travel, printing or other expenses incurred on behalf of Purchaser or any of its Affiliates in connection with the financing by Purchaser of this transaction. Except as otherwise specifically provided herein, The assumption by Purchaser of the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, 2.3(a) shall not be construed in any way to limit or diminish the representations and warranties of Seller contained in Article IV hereof. (viiib) any liabilities or obligations incurred by the Seller in violation of, or as a result For purposes of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the term "Retained Excluded Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities." means:

Assumption of Liabilities. Subject to the exceptions and exclusions of this Section 2.62.4, the Buyer agrees that on the Effective Closing Date, it will assume and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which NOT ASSUME ANY Liabilities of the Seller is not in default on or prior other than the Note payable to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business AMEN Properties as conducted on and after the Closing Date herein defined. (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller Business or the BusinessSeller, or relating to the Assets such as and including but not limited to to: (i) accrued income taxes, ; (ii) deferred income taxes, ; (iii) a pro rated portion of the 1997 Operational Taxes, accrued franchise taxes; (iv) any taxes tax imposed on the Seller because of the operations operation of any of their respective businesses its Business or sale of the Businessotherwise, except sales and use assumed by Buyer pursuant to this Agreement; (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its their obligations under this Agreement, Agreement and the documents contemplated to be executed hereunder; (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under any of its employee benefits benefit plans or agreements, ; (vii) any obligations incurred by the Seller before the Effective Closing Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, 2.4; (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, ; (ix) liabilities (other than the obligations assumed under this Section 2.4) arising from the sales of products or services on or before the Effective Date, and ; (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto hereto; and (xi) environmental liabilities and obligations pertaining to the Real Property other than the obligation to make payments under any lease relating to the Real Property from and after the Closing Date (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject Effective as of the Closing Date and subject to the exceptions terms and exclusions of conditions set forth in this Section 2.6Agreement, the Buyer agrees that on the Effective Date, it Purchaser will assume and agree to perform discharge all liabilities of Seller arising out of the Transferred Business, whether known or unknown, whether absolute, accrued, contingent, cxxxxx, inchoate or otherwise, whether due or to become due, whether or not determined or determinable (“Liabilities”) which were incurred after October 1, 1997 and pay when duewere not fulfilled, settled or waived prior to the Closing Date, but excluding all Retained Liabilities as defined and specified in Section 3.02 below (collectively, the “Assumed Liabilities”). The Assumed Liabilities include the following, in each case except for Retained Liabilities as specified in Section 3.02 below: Section 2.01; Trade Creditors: all Liabilities of Seller to trade creditors for accounts payable which arose in the ordinary course of business with respect to the Transferred Business for goods or services actually received by the Seller or its subsidiaries after October 1, 1997 and prior to the Closing Date; Section 2.02; Employees: except as provided in Section 7.09, all Liabilities of Seller with respect to (i) all Trade PayablesTransferred Employees (as defined in Section 7.09.1 below) incurred or arising from acts or omissions after October 1, 1997, (ii) all unperformed and unfulfilled obligations under employees of Seller engaged in the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Transferred Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee whose employment was terminated prior to the Closing Date (“Terminated Employees”) incurred or arising from acts or omissions between October 1, 1997 and the Closing Date (even if asserted after the Closing Date), and such Liabilities in (i) and (ii) above shall include but not be limited to Liabilities assumed by Purchaser as described in Section 7.09 and Liabilities incurred or arising from acts or omissions in said time periods (A) under employee benefits agreementsSeller’s Welfare Plans (as defined in Section 5.12.1 below), (viiB) any obligations incurred for accrued vacation, sick leave, holiday pay or other compensation, and (C) for employment discrimination, unemployment benefits and wrongful termination claims arising from employment by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation ofthe Transferred Business, but notwithstanding the foregoing, Purchaser shall not assume any Liabilities under or relating to any employment agreements that are to be terminated under Section 7.09.1 below. Section 2.03; Contracts: all Liabilities of Seller which arose after October 1, 1997 and prior to the Closing Date or which arise after the Closing Date under Seller’s Contracts; Section 2.04; Existing Claims: all Liabilities of Seller for workers compensation, general liability, product liability and automobile liability claims which have been made against Seller with respect to the Transferred Business (but not paid) after October 1, 1997 and prior to the Closing Date or which arise after the Closing Date as a result of events occurring in the Seller's violation ofTransferred Business after October 1, this Agreement, (ix) liabilities arising from sales of products or services before 1997 and prior to the Effective Closing Date, and all Liabilities arising out of any retroactive premium adjustments assessable against the Seller for any insurance policies in effect at the Closing Date, if the adjustments result from events occurring in the Transferred Business after October 1, 1997 and before the Closing Date; Section 2.05; Previous Business of Seller first engaged in after October 1, 1997: all Liabilities of Seller arising out of any business or operation which Seller first engaged in after October 1, 1997, but which is not part of Seller’s Business at the date hereof; and Section 2.06; Transaction Liabilities: all Liabilities (xincluding any Liabilities under applicable federal and state securities laws) liabilities, costs, and expenses associated of Seller arising in connection with the litigation described investment election offered to employees of Seller to acquire a beneficial interest in Schedule 3.9 hereto Purchaser’s common stock by investing their eligible rollover or transfer funds in certain Seller’s Plans (all of as defined in Section 5.12.1 below) in the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(Eemployee stock ownership plan established by Purchaser (“ESOP”), 7.2 and 9.11 hereofor any other act or omission of Purchaser (or its officers or key managers) that results, Buyer shall be permitted directly or indirectly, in a Liability to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilitiesin connection with such election.

Assumption of Liabilities. Subject Except as expressly limited in this Article IV, VYGP shall assume, effective on or before the Distribution Date, and pay, comply with and discharge all contractual and other Liabilities of VIGC arising out of or relating to the exceptions and exclusions VYGP Business, whether due or to become due, including: (a) All Liabilities of this Section 2.6VIGC that are reflected, the Buyer agrees that disclosed or reserved for on the Effective DateBalance Sheet, it will assume as such Liabilities may be increased or decreased in the operation of the VYGP Business from the date of the Balance Sheet through the Distribution Date in the ordinary course of business consistent with past practice; (b) All Liabilities of VIGC under or related to the Real Estate Leases, and agree the Contracts, such assumption to perform and pay when due: occur as (i) all Trade Payablesassignee if such Real Estate Leases, and Contracts are assignable and are assigned or otherwise transferred to VYGP, or (ii) all unperformed subcontractor, sub lessee or sublicenses provided in Exhibit 99.2 Form 10-K- July 31, 1999if assignment of such Real Estate Leases, and unfulfilled Contracts and/or the proceeds thereof is prohibited by law, by the terms thereof or not permitted by the other contracting party; (c) All warranty, performance, and similar obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on entered into or made by VIGC prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due Distribution Date with respect to the 1997 calendar year products or services of the VYGP Business; (d) All Liabilities of VIGC in connection with claims of past or current employees of the "1997 Operational Taxes"VYGP Business, except as otherwise expressly provided in this Agreement; (e) and (v) All Liabilities of VIGC related to any and all debtsActions asserting a violation of any law, liabilities rule or regulation related to or arising out of the operations of the VYGP Business, whether before or after the Distribution Date and obligations the Liabilities relating to any Assumed Actions (as hereinafter defined); (f) All Liabilities for which VYGP is liable in accordance with the terms of the Tax Sharing Agreement; (g) All Liabilities of VIGC related to the immigrant and nonimmigrant status of any foreign national employees who are Transferred Employees (as hereinafter defined); and (h) All other Liabilities of VIGC relating to the Business as conducted VYGP Business, whether existing on and the date hereof or arising at any time or from time to time after the Closing Date (collectivelydate hereof, and whether based on circumstances, events or actions arising heretofore or hereafter, whether or not such Liabilities shall have been disclosed herein, and whether or not reflected on the books and records of VIGC or VYGP or the Balance Sheet. The Liabilities described in this Section 4.2 are referred to in this Agreement collectively as the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject Buyer shall not assume any liabilities or obligations of Seller except for those liabilities and obligations which Buyer expressly assumes pursuant to the exceptions and exclusions of this Section 2.6, 1.1(c). Without limiting the Buyer agrees that on the Effective Dateforegoing, it will is expressly agreed that Buyer shall not assume and agree to perform and pay when due: (i) all Trade Payablesany liabilities for payroll, (ii) all unperformed and unfulfilled bonus, severance, change of control, accrued vacation, 401K, other benefits or related obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or accrued prior to the --------------- Effective Closing Date, or taxes thereon, or for employment, income, sales, property or other taxes incurred or accrued by Seller (iii) all liabilities pertaining to customer depositscollectively, (iv) a prorated portion of all franchise, Los Angeles City, business "Excluded Liabilities"). Seller will indemnify and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") hold Buyer harmless from and (v) against any and all debtslosses, costs, expenses, claims, liabilities, deficiencies, judgments and damages incurred or suffered by Buyer or any of its affiliates related to or arising out of any liabilities or obligations of Seller, except for those liabilities or obligations expressly assumed by Buyer in this Section 1.1(c). At the Closing, Buyer shall assume the following obligations and obligations relating to the Business as conducted on and after the Closing Date liabilities of Seller (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or ): (i) All of Seller's implementation and software development obligations, whether accruedarising from License Agreements, absoluteMaintenance Agreements, contingent Implementation Agreements, statements of work, purchase orders, work or otherwiseservices orders or other agreements, in contract or in tort, that are transferred to Buyer ("Implementation Obligations") as of the Closing Date, provided that Seller or the Business, or relating to the Assets such as and including but not limited to identifies on Schedule 1.1(c)(i) (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the which schedule shall be updated by Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits for any Implementation Obligations entered into after the date of this Agreement) each such Implementation Obligation to Buyer and provides to Buyer on Schedule 1.1(c)(i) the following information for each such Implementation Obligation: (1) Customer name; (2) Commencement date and estimated completion dates of implementation project; (3) Method of fee calculation (time and materials or fixed price) and the agreed upon billing rates involved, where applicable; (4) Amount, if any, of deposits received from customer in advance of work performed; (5) Nature of any custom software development involved with the implementation, excluding normal configuration and integration to back-end accounting systems; and (6) Material problems, if any, in connection with the implementation; (ii) All of Seller's maintenance, support and warranty obligations, whether arising from License Agreements, Maintenance Agreements, Implementation Agreements, statements of work, purchase orders, work or service orders or other agreements, that are transferred to Buyer (vii"Maintenance Obligations") as of the Closing Date, provided that Seller identifies each such Maintenance Obligation to Buyer on Schedule 1.1(c)(ii) (which schedule shall be updated by Seller prior to the Closing for any obligations incurred by Maintenance Obligations entered into after the Seller before date of this Agreement) and provides to Buyer on Schedule 1.1(c)(ii) the Effective Date except as otherwise specifically following information for each such Maintenance Obligation: (1) Customer name; (2) Maintenance period and related maintenance fee; and (3) Any Maintenance Obligations assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result that are out of the Seller's violation of, this Agreement, ordinary course of business; and (ixiii) The following liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating solely to the Assumed Liabilities.extent they are set forth with supporting detail on Schedule

Assumption of Liabilities. Upon the sale and purchase of the Subject to the exceptions and exclusions of this Section 2.6Assets, the Buyer agrees that on the Effective Date, it will shall assume and agree to perform pay or to discharge when due in accordance with their respective terms, all liabilities of Seller shown or reflected on the Base Balance Sheet (determined in accordance with GAAP) which are outstanding at the time of the Closing, all liabilities and pay when due: obligations (idetermined in accordance with GAAP) all Trade Payables, (ii) all unperformed incurred by Seller since the date of the Base Balance Sheet in the ordinary course of business and unfulfilled obligations under consistent with the Contracts terms of this Agreement which are outstanding at the time of the Closing and which shall be set forth on Schedule 2.1(c), for which the Seller is in SCHEDULE 2.2 delivered to Buyer not in default on or less than two Business Days prior to the --------------- Effective DateClosing, and the Leases as forth on SCHEDULE 3.6(b), except that Buyer shall not assume and shall not pay any of the following liabilities or obligations: (iiia) all liabilities incurred by Seller in connection with this Agreement and the transactions provided for herein, including, without limitation, counsel and accountants' fees, and expenses pertaining to customer depositsthe performance by Seller of its obligations hereunder; (b) Taxes of Seller, (iv) whether relating to periods before or after the transactions contemplated in this Agreement or incurred by Seller in connection with this Agreement and the transactions provided for herein, except for payroll taxes, property taxes and other taxes for which a prorated portion reserve is established on the Base Balance Sheet, all of all franchisewhich shall be assumed by Buyer; PROVIDED, Los Angeles CityHOWEVER, business and related taxes that Buyer shall in no event assume liability for any Taxes arising out of the Business due with respect to inclusion of Seller in any group filing consolidated, combined, or unitary tax returns or arising out of any transferee liability or for any tax arising out of Section 1374 of the 1997 calendar year Internal Revenue Code of 1986, as amended (the "1997 Operational TaxesCODE") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or triggered solely as a result of the Seller's violation of, consummation of the transactions contemplated by this Agreement, ; (ixc) liabilities arising from sales of products Seller, if any, to its dissenting members, if any, under the applicable law of its state of organization or services any other liability of Seller to any present or former member in such capacity, or any liability of Seller to any officer, manager or agent of Seller for indemnification pursuant to an organizational document, contract or otherwise; (d) liabilities of Seller with respect to any options, agreements or other rights to acquire any membership interest in Seller; (e) liabilities of Seller in connection with the warehouse line of credit established with PNC Bank, National Association pursuant to a certain Mortgage Warehousing Loan Agreement, dated as of April 1, 1998, between Seller and PNC Bank, National Association (the "Warehouse Line"); (f) liabilities in connection with or relating to any Claims against Seller or any of the Members; and (g) liabilities accruing, occurring or relating to events before the Effective DateClosing under any employee benefit plan or arrangement (including, and (xwithout limitation, all plans as defined in Section 3(3) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ ERISA maintained by Seller). The liabilities to be assumed by Buyer under this Agreement are hereinafter collectively sometimes referred to as the "Retained LiabilitiesLIABILITIES" and the liabilities which are not assumed by Buyer under this Agreement are hereinafter sometimes referred to as the "). Subject to Sections 7.1(E), 7.2 EXCLUDED LIABILITIES." The assumption of said Liabilities by any party hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and 9.11 hereof, Buyer nothing herein shall be permitted to recover for prevent any damages caused by breaches party from contesting in good faith with any third party any of representations, warranties, covenants and agreements by Seller relating to the Assumed said Liabilities.

Assumption of Liabilities. Subject In addition to the exceptions and exclusions payment of this Section 2.6the Purchase ------------------------- Price, as additional consideration for the purchase of the Purchased Assets, Buyer agrees that on the Effective Date, it will assume and agree to perform and pay when dueshall assume: (ia) all Trade Payables, the liabilities of Seller listed on Schedule 1.4 hereto; ------------ and (iib) all unperformed and unfulfilled the obligations of Seller under the Contracts set forth on Schedule 2.1(c)and the Leases, for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business each case arising from and related taxes of the Business due accruing with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to operation of the Business as conducted on and after the Closing Date Date, except any Contracts or Leases included in the Retained Assets (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, Seller shall be responsible for all the obligations and liabilities of Seller whether now existing or previously or hereafter incurred other than the Assumed Liabilities shall not include any other debtsLiabilities, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not be limited to (ia) all taxes that result from or have accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion in connection with the operation of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee Business prior to the Closing Date except to the extent any such liabilities are listed on Schedule 1.4; (b) liabilities and obligations ------------- arising under employee benefits agreements, Contracts and Leases transferred to Buyer in accordance with this Agreement to the extent such liabilities and obligations arise during or relate to or have accrued in connection with any period prior to the Closing except to the extent any such liabilities are listed on Schedule 1.4; (viic) any all liabilities ------------ and obligations incurred by accruing with respect to the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result operation of the Seller's violation of, this Agreement, Business prior to the Closing except to the extent any such liabilities are listed on Schedule -------- 1.4; (ixd) all liabilities arising from sales of products or services before related to the Effective Date, Green Room Benefit Plans; and (xe) liabilitiesall --- liabilities and obligations of Seller under this Agreement and any other agreement entered into in connection herewith (collectively, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject (a) At the closing, Purchaser shall assume and become responsible for, and shall thereafter pay, perform, and discharge as and when due, only the following liabilities (collectively, the “Assumed Liabilities”): (i) Seller’s trade payables related to the exceptions Business set forth on Schedule 2.3(a)(i) as of October 25, 2011 plus those incurred in the Ordinary Course of Business by the Business since such date; (ii) those certain accrued expenses (other than expenses that are Retained Liabilities) of Seller related directly to the operation of the Business set forth in the accounts listed on Schedule 2.3(a)(ii); and (iii) all liabilities and exclusions obligations of Seller arising on or after the Closing Date under the Contracts listed on Schedule 2.3(a)(iii) (the “Assumed Contracts”), other than Retained Liabilities under Section 2.3(b)(vi) and (xiii). (b) Notwithstanding anything to the contrary contained in Section 2.3(a), Purchaser shall not assume, and shall have no liability under or by reason of this Section 2.6Agreement for any obligations, duties, or liabilities relating to Seller’s operation of the Business other than the Assumed Liabilities, including, without limitation, any of the following (collectively, the Buyer agrees that on the Effective Date, it will assume and agree to perform and pay when due: “Retained Liabilities”): (i) all Trade Payablesaccrued expenses of Seller not included in Section 2.3(a)(ii), (ii) all unperformed and unfulfilled obligations under including the Contracts accounts set forth on Schedule 2.1(c2.3(b)(i); (ii) any liability related to Benefit Plans of Seller; (iii) any product liability or warranty claims (express or implied) of third parties (including any Affiliate of Seller) arising out of or relating to products manufactured, provided, or sold by Seller prior to the Closing Date; (iv) any liability under any Assumed Contract that arises out of or relates to any breach or violation that occurred prior to the Closing Date; (v) any liability that arises out of or relates to obligations for the repayment of Debt by Seller or any Affiliate; (vi) any liability under any Contract that is not an Assumed Contract; (vii) any liability for COBRA continuation for any employee of Seller with a qualifying event prior to the Closing Date except as provided in Section 10.6(d). (viii) any liability for workers’ compensation claims incurred prior to the Closing Date; (ix) any liability of Seller arising from or relating to any claim or proceeding against Seller pending on or incurred prior to the Closing Date, including, without limitation, those proceedings set forth on Schedule 5.8; (x) except as provided in Section 3.5, any liability of Seller or any shareholder of Seller for the payment of any Tax, including, without limitation, for which the Seller is not Taxes (A) of any other Person, whether as transferee, successor, by contract or otherwise, and (B) resulting from, or arising in default connection with, the transactions contemplated by this Agreement, and (C) Taxes with respect to the Purchased Assets arising on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due Closing Date or with respect to any Tax periods (or portions thereof) ending on or prior to the 1997 calendar year Closing Date; (the "1997 Operational Taxes") and (vxi) any and all debts, liabilities and obligations liability or obligation of any Person relating to an Environmental Condition relating to the Business as conducted on and after Business, the Leased Real Property, or any Former Property that arises out of or relates to any action that occurred prior to the Closing Date Date; (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include xii) any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, liability of the Seller to any Affiliate of Seller or the Businessany Affiliate of any Shareholder, or relating to the Assets such as and including but not limited to any liability arising out of or related to any loans, management fees, and any accrued interest related thereto, from or owed to any Affiliate of Seller or any Affiliate of any Shareholder; or (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (ivxiii) any taxes imposed on liability under any Assumed Contract, other than a customer or supplier open purchaser order entered into in the Seller because Ordinary Course of the operations of any of their respective businesses or sale of the Business, if either (vA) any of the liabilities Seller shall not have obtained or expenses of the Seller incurred (B) Purchaser shall not have waived in negotiating and carrying out its obligations under this Agreementwriting Seller’s obligation hereunder to obtain, (vi) any obligations of the Seller owed to each Employee on or prior to the Closing Date under employee benefits agreementsDate, (vii) any obligations incurred consent required to be obtained by the Seller before terms of such Assumed Contract from any Person with respect to the Effective Date except as otherwise specifically assumed by Buyer pursuant assignment or delegation to this Section 2.6, (viii) Purchaser of any liabilities rights or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the under such Assumed LiabilitiesContract.

Assumption of Liabilities. Subject From and after the Closing, Purchaser will assume only the following obligations and liabilities of Seller, to the exceptions extent such obligations and exclusions of this Section 2.6liabilities relate to the Assets, the Buyer agrees that on Facilities, or, as applicable, the Effective DateNavajo Mine (the “Assumed Liabilities”): (a) All liabilities and obligations under all agreements, it will assume contracts, undertakings, and agree licenses assigned to perform Purchaser under this Agreement, including the Facilities Contracts and pay when duethe Transferable Permits in accordance with the terms thereof, except: (i) all Trade Payablesin each case to the extent such liabilities and obligations were incurred by Seller prior to the Effective Date and not otherwise assumed by Purchaser pursuant to Sections 2.3(c), (d), (e) and (f), (ii) all unperformed the payment obligations pro-rated to Seller under Section 3.6, and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all as specifically contemplated under Section 2.4; (b) All liabilities pertaining to customer depositsor obligations, whether or not accrued, contingent, absolute, determined or determinable (ivincluding, without limitation, any fines, penalties or costs imposed by a Governmental Authority) a prorated portion of all franchisearising under Environmental Laws (whether such laws are enacted before or after the Effective Date), Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to Environmental Conditions or Hazardous Substances, in each case to the Business as conducted extent attributable to actions or failures to act occurring, or conditions first arising, on and or after the Closing Effective Date, including any threatened Releases that do not exist prior to the Effective Date (collectively, the "Assumed “Post-Closing Environmental Liabilities"”). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, ; (c) All liabilities or obligations, whether or not accrued, contingent, absolute, contingent determined or otherwisedeterminable (including, without limitation, any fines, penalties or costs imposed by a Governmental Authority) arising under Environmental Laws or relating to Environmental Conditions or Hazardous Substances in contract connection with EPE’s or Seller’s ownership of the Assets or Facilities or with respect to the Navajo Mine (in torteach case, solely in connection with the pre-Effective Date period) (collectively, “Pre-Closing Environmental Liabilities”) to the extent such Pre-Closing Environmental Liabilities arise out of (i) the enactment, coming into force or change in any Environmental Law (including any change in the interpretation, application or enforcement of any such Environmental Law) on or after the Effective Date or (ii) Post-Closing Actions; (d) That incremental portion, and only that incremental portion, if any, of the Landfill Obligations that are directly attributable to any Post-Closing Actions; (e) All liabilities and obligations of Seller or with respect to decommissioning the BusinessFacilities and the Facilities Switchyard, or relating to including without limitation the Assets such as dismantling and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion removal of the 1997 Operational TaxesFacilities and the Facilities Switchyard and the restoration of their sites (collectively, “Decommissioning”); (ivf) any taxes imposed on the All liabilities and obligations of Seller because with respect to reclamation of the operations Navajo Mine, and the site comprising the same or on which the Navajo Mine exists or has existed (collectively, “Reclamation”); (g) All of any Seller’s share of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Operating Agent or its Affiliates with respect to pensions or other post-employment benefits attributable to Operating Agent’s operation of the Facilities; (h) Any liabilities or obligations in respect of Purchaser’s share of the items prorated in Section 3.6(a); (i) Taxes attributable to the ownership, operation or use of the Assets on or after the Effective Date (except for Taxes for which Seller is liable pursuant to Section 3.6, including Seller's violation of, ’s Income Taxes) and any Taxes for which Purchaser is liable under Section 6.3; and (j) All other liabilities expressly allocated to Purchaser in this Agreement. For the avoidance of doubt, (ix) Purchaser is not assuming hereunder any liabilities arising from sales or obligations of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all any of the foregoing being ------------ hereinafter collectively referred Facilities Owners other than Seller pursuant to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilitiesthis Agreement.

Assumption of Liabilities. Subject Upon the terms and subject to the exceptions and exclusions conditions of this Section 2.6Agreement and in reliance upon the representations, warranties and agreements herein set forth, Buyer agrees, effective at the Buyer agrees that on the Effective Datetime of Closing, it will to assume and agree to perform in due course perform, pay and pay when due: discharge the following Liabilities (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"): (i) All of the Liabilities reflected on the Adjusted February 28 Balance Sheet; and (ii) All Liabilities of Seller that arise following the Effective Date (including in respect of the Interim Period) under or in connection with contractual obligations created prior to the Effective Date (the "Assumed Contracts"). Except as otherwise specifically ; provided herein, that (A) the Assumed Contracts shall include only (1) the Scheduled Contracts, (2) those contracts that were entered into in the ordinary course of the Business but are of such a de minimis nature that they are not Scheduled Contracts, and (3) those contracts that were entered into in the ordinary course of the Business following the Scheduled Contract Date; and (B) the Liabilities assumed under this subsection (ii) shall not include any other debts, liabilities (1) monetary Liabilities relating to the period prior to the Effective Date that were not included on the Adjusted February 28 Balance Sheet or obligations, whether accrued, absolute, contingent (2) Liabilities that arose from actions or otherwise, in contract or in tort, omissions of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Effective Date under employee benefits agreements, (viie.g. the following shall not constitute Assumed Liabilities unless they were included as Liabilities on the Adjusted February 28 Balance Sheet: (x) any obligations incurred Liabilities arising by the reason of a default by Seller on or before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6under an Assumed Contract, (viiiy) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities Liabilities arising from sales a failure by Seller prior to the Effective Date to take steps reasonably required in order to satisfy obligations under the Assumed Contracts, and (z) Liabilities on account of products or services before produced or provided by Seller prior to the Effective Date); (iii) Notwithstanding anything contained herein to the contrary, and (xthose Liabilities described on Schedule 2.3(iii) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (even though such Liabilities were not included as such on the Adjusted February 28 Balance Sheet) and any and all Liabilities incurred during the Interim Period which arose in the normal course of Business (except for any Liability incurred or arising during the Interim Period that is of the foregoing being ------------ hereinafter collectively referred nature set forth in subsections (a) through (o) of Section 2.4); and (iv) Those Liabilities related to as indebtedness of ^ Seller for borrowed money set forth on the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed LiabilitiesAdjusted February 28 Balance Sheet.

Assumption of Liabilities. Subject On the terms and subject to the exceptions conditions set forth in this Agreement, at the Closing, Purchaser will assume or will cause one or more of its designees to assume, effective as of the Closing, and exclusions of this Section 2.6will timely perform and discharge in accordance with their respective terms, the Buyer agrees following Liabilities existing as of the Closing Date and no other Liabilities of Seller or any of its Affiliates (collectively, the “Assumed Liabilities”): (a) all Liabilities from the ownership or operation of the Purchased Assets by Purchaser solely to the extent such Liabilities arise after the Closing; (b) any Assumed Cure Costs that on Purchaser is required to pay pursuant to (c) all Liabilities of Seller under the Effective DatePurchased Contracts; (d) all Liabilities under warranty obligations or arising under applicable Laws relating to product liability or food and drug in respect of any products manufactured or sold by the Business at, it will assume prior to or after the Closing; (e) all Liabilities of Seller for accrued and agree to perform and pay when due: unpaid trade payables (whether billed or unbilled) (i) all Trade Payablesrelating to the Business, (ii) all unperformed which were delivered to Seller on or after the Petition Date, and unfulfilled obligations (iii) that are administrative expenses under Section 503(b) of the Contracts Bankruptcy Code, other than any claims under Section 503(b)(9) of the Bankruptcy Code, as set forth on Schedule 2.1(c)a detailed statement (including a good faith estimate for the Closing Date) provided to the Purchaser at least five (5) Business Days prior to Closing, subject to a cap of $910,000 for which trade payables recorded as accounts payable related to the Business on Seller’s books and records; (f) all Liabilities of Seller is not with respect to Groupon coupons and gift certificates related to the Business and all Liabilities for any unredeemed refund amounts issued to customers of the Business to the extent arising under Seller’s refund policy in default on or effect immediately prior to the --------------- Effective Date, date hereto; (iiig) all liabilities pertaining to customer depositsLiabilities of Seller in respect of accrued wages, (iv) a prorated portion vacation, sick leave and paid time off of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee Transferred Employees for periods prior to the Closing Date under employee benefits agreements, (viithe “Assumed Employee Liabilities”); and (h) any obligations adjusted EBITDA losses incurred by in operating the Seller before Business during the Effective period between the Petition Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by and the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Closing Date, and as set forth on a detailed statement (x) liabilities, costs, and expenses associated with including a good faith estimate for the litigation described in Schedule 3.9 hereto (all period from the date of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches delivery of representations, warranties, covenants and agreements by Seller relating such statement to the Assumed LiabilitiesClosing Date) provided to the Purchaser at least three (3) Business Days prior to Closing, subject to a cap of $1,000,000.

Assumption of Liabilities. Subject to At the exceptions Closing hereunder and exclusions of except as otherwise specifically provided in this Section 2.61.5, the Buyer agrees that on the Effective Date, it will PRG shall assume and agree to pay, discharge or perform promptly when due or required, solely the following liabilities and pay when due: obligations of Sellers (collectively, the Assumed Liabilities): 1.5.1 all liabilities and obligations of Sellers in respect of the Business existing as of the Interim Balance Sheet Date (as defined in subsection 3.1.6(a)), but only if and to the extent that the same arose in the regular and ordinary course of the Business and are accrued or reserved for on the Interim Balance Sheet and remain unpaid and undischarged on the Closing Date; 1.5.2 all liabilities and obligations of Sellers arising in the regular and ordinary course of the Business between the Interim Balance Sheet Date and the Closing Date, to the extent that the same remain unpaid and undischarged on the Closing Date; 1.5.3 all liabilities and obligations of Sellers for any taxes (including, without limitation, gross receipts, sales, use, personal property, real estate and stamp taxes, levies, imposts, duties, assessments and withholdings of any nature whatsoever) imposed by any government or taxing authority other than taxes based upon or measured by net or gross income or receipts (including capital gains and withholding taxes) franchise taxes, taxes based on capital, net worth or conduct of business, minimum taxes, taxes measured by items of tax preference and similar taxes that can increase in amount as items of deduction or credit increase in amount or nature, withholding taxes of similar nature and including estimated payments of such taxes (collectively "Assumed Taxes"); 1.5.4 all liabilities and obligations of Sellers in respect of the agreements, contracts, commitments and leases which are included in the Assets, and which are either (i) all Trade Payables, identified in any schedule attached to this Agreement or (ii) incurred in the ordinary course and which, in the case of any agreement, do not involve the payment by Sellers, individually or in a series of related payments, of an amount in excess of $50,000 per year except that notwithstanding anything to the contrary contained in this Section 1.5 but subject to Section 2.3, PRG shall not assume or agree to pay, discharge or perform any: (1) liabilities or obligations accrued prior to the Interim Balance Sheet Date which under generally accepted accounting principles should have been accrued or reserved for on a balance sheet or the notes thereto as a liability or obligation, if and to the extent that the same were not accrued or reserved for on the Interim Balance Sheet; or (2) liabilities or obligations arising out of any breach by any Seller of any provision of any agreement, contract, commitment or lease, including but not limited to liabilities or obligations arising out of a Seller's failure to perform any agreement, contract, commitment or lease in accordance with its terms prior to the Closing, but excluding however any liability arising out of the assignment to PRG of such agreements, contracts, commitments or leases in violation of the terms thereof; or (3) liabilities or obligations relating to capital expenditures made or incurred by any Seller after the Interim Balance Sheet Date without the prior written consent of PRG, except for those disclosed on Schedule 1.5.4; 1.5.5 all unperformed liabilities and unfulfilled obligations under of Sellers for indebtedness of the Contracts Sellers incurred by any Sellers to finance the purchase of trucks and equipment (other than lighting equipment) included in the Assets acquired by PRG and disclosed on Schedule 1.5.5; and 1.5.6 all liabilities and obligations of Sellers for accrued unused vacation days to their employees who accept employment with PRG to the extent in existence on the Interim Balance Sheet Date as set forth in Schedule 1.5.6 or accrued at the same rates utilized in preparing Schedule 1.5.6 for the period between the Interim Balance Sheet Date and the Closing Date. 1.5.7 In no event, however, shall PRG assume or incur any liability or obligation under this Section 1.5 or otherwise in respect of any of the following: (1) except as expressly provided in subsections 1.5.4 or 1.5.5 any indebtedness for borrowed money, including without limitation, any indebtedness arising under any note, debenture, bond, equipment trust agreement, letter of credit agreement, loan agreement or other contract or commitment for the borrowing or lending of money relating to the Business or agreement or arrangement for a line of credit, or any guaranties, in any manner, whether directly or indirectly, of any indebtedness, dividend or other obligation of any other person or entity relating to the Business (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection); (2) 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 any Seller, or alleged to have been made by any Seller, or which is imposed or asserted to be imposed by operation of law, in each of the foregoing cases only to the extent in connection with any service performed or product sold or leased by or on Schedule 2.1(c), for which the behalf of any Seller is not in default on or prior to the --------------- Effective Closing, including without limitation any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for consequential damage, lost revenue or income; provided, however, that PRG shall assume such liabilities to the extent substantially all the events (other than the making of such representation, warranty, agreement or guarantee) giving rise to such liability occur on or after the Closing Date, ; (iii3) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due any tax payable with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debtsbusiness, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectivelyassets, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities properties or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any Seller or any Shareholder or any member of their respective businesses any affiliated group of which any Seller or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) Shareholder is a member for any obligations of the Seller owed to each Employee period prior to the Closing Date other than Assumed Taxes; (4) subject to section 2.3 hereof, any liability or obligation under employee benefits agreements, or in connection with the Excluded Assets; (vii5) any obligations incurred by the liability or obligation of any Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant arising prior to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Closing to any employees, agents or independent contractors of any Seller's violation of, this Agreementwhether or not employed by PRG after the Closing, (ix) liabilities arising from sales except for obligations incurred in the ordinary course of products the Business and set forth in the Interim Balance Sheet or services before incurred between the Effective Interim Balance Sheet Date and the Closing Date, and (x) liabilitiesprovided, costshowever, and expenses associated with the litigation described that in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer no event shall be permitted to recover PRG assume any liability or obligation for any damages caused by breaches multi-employer or pension liability; any liability or obligation of representations, warranties, covenants and agreements by any Seller relating to any employee benefit plan, fund, program or arrangement, including without limitation any liability or obligation arising under or relating to any multi-employer pension plan, except for liabilities related to accrued unused vacation days as specifically provided herein. (6) any liability or obligation of any Seller or any Shareholder arising or incurred in connection with the Assumed Liabilitiesnegotiation, 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); or (7) any liability or obligation of any Seller or Shareholder to any other Seller or Shareholder.

Assumption of Liabilities. Subject On and subject to the exceptions terms and exclusions conditions of this Section 2.6Agreement, Buyer agrees to assume and pay, perform and discharge when due, and shall indemnify Seller and its Affiliates against and hold them harmless from, the Buyer agrees that on obligations in respect of the Effective Datefollowing liabilities, it will assume and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior each case to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations extent relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed LiabilitiesASSUMED LIABILITIES"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to ): (i) accrued income taxes, those liabilities set forth on the Closing Balance Sheet; (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically be assumed by Buyer pursuant to this Section 2.61(d); (iii) the liabilities of Seller under each agreement, contract, purchase order or other similar arrangements which is an Acquired Asset pursuant to Section 1(a)(vi), other than liabilities with respect to existing breaches by Seller of growing contracts and leases of vehicles and equipment; (viiiiv) any liability of Seller arising out of or resulting from any violation or alleged violation by Seller of any applicable law or in connection with or arising out of the sale by Seller of any product or the provision of any service; (v) any obligation, violation or liability (contingent or otherwise and including liability for response costs, personal injury, property damage or natural resource damage) arising under Environmental, Health and Safety Laws with respect to the Owned Real Property, including those liabilities or obligations incurred by set forth on SCHEDULE 4(t) attached hereto (whether accruing to the Seller or the Buyer in violation the first instance), except any such liabilities arising in connection with offsite disposal of any materials by Seller or former facilities owned or operated by Seller; (vi) any liability arising out of, or as a result of resulting from, the Seller's violation of, this Agreement, (ix) liabilities arising from sales sale of products or services before by Seller prior to the Effective Closing Date; and (vii) any liability arising out of, and (x) liabilitiesresulting from or relating to infringement, costs, and expenses associated misappropriation or other conflict arising after the Closing in connection with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed LiabilitiesIntellectual Property that is an Acquired Asset.

Assumption of Liabilities. Subject On and subject to the exceptions terms and exclusions conditions of this Section 2.6Agreement (including the representations and warranties and indemnification provisions set forth herein), effective from and after the applicable Closing, the Buyer agrees that on the Effective Date, it will shall assume and agree to pay, honor, perform and pay discharge when due: due all Liabilities arising out of or relating to the Transferred Assets or the Business (including any Business Plans), other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including, subject to Section 2.4, the following: (a) all Liabilities to the extent resulting from, arising out of, or relating to (i) the Assumed Contract Obligations and Intellectual Property Rights included in the Transferred Assets (other than the FAME Retained IP Assets) and (ii) the Real Property, including any Environmental Liabilities arising prior to, on or after the Initial Closing, with respect to (x) contamination by Hazardous Substances on, under or migrating to or from the Real Property, or (y) any failure to be in compliance with Environmental Permits or Environmental Laws in connection with the operation of the Business at any Real Property; (b) all Liabilities to the extent resulting from, arising out of, or relating to the operation of the Business (including any Business Plans) or the ownership of the Transferred Assets (including the Actions set forth on Schedule 4.8), arising prior to, on or after the Initial Closing; (c) all Liabilities of the Transferred Companies; (d) all Liabilities to the extent resulting from, arising out of or relating to Products sold, distributed or otherwise disposed of, or services provided, at any time before, on or after the Closing Dates, including (i) all Trade PayablesLiabilities and claims resulting from, arising out of or relating to refunds, repairs, replacements or other obligations under any product or services warranty, (ii) all unperformed Product Liability Claims and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining Product Recall Liabilities; (e) all Liabilities to customer depositsthe extent related to Inventories in the possession of distributors and sales agents; (f) other than the Excluded Employee Liabilities, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due Liabilities under or with respect to the 1997 calendar year Assumed Plans (the "1997 Operational Taxes") and (v) any and all debtsit being understood that, liabilities and obligations relating with respect to Automatically Transferred Plans, solely to the Business as conducted on and after the Closing Date extent such Liabilities relate to any Transferred Employees); (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to g) (i) accrued income taxes, all Liabilities for which the Buyer or its Affiliates bear responsibility or Liability as provided in Article VI and (ii) deferred income taxesother than the Excluded Employee Liabilities, all Liabilities under or with respect to employee benefits, employment, consulting, severance, salary, wages and similar arrangements for which the Buyer or its Affiliates bear responsibility or Liability by operation of applicable Law (iii) a pro rated portion for the avoidance of doubt, including such Liabilities of the 1997 Operational Taxes, Transferred Companies); and (ivh) any taxes imposed on the Seller because of the operations of any of their respective businesses all Liabilities relating or sale with respect to current and former employees of the Business, but only to the extent such Liabilities relate to such individual’s employment by, or termination of employment from, the Company or any of its Affiliates, including with respect to any lawsuit, action, claim, investigation, proceeding, arbitration, Order, inquiry or other claim by or on behalf of or with respect to any current or former employees of the Business, except (vi) the Excluded Employee Liabilities and (ii) any Liabilities relating or with respect to any “employee benefit plan” as defined in Section 3(3) of ERISA (and comparable arrangements outside of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this AgreementUnited States), (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, extent that (viiA) any obligations incurred by such plan or arrangement is not an Assumed Plan or (B) the Seller before the Effective Date except as otherwise specifically Buyer has not assumed by Buyer such Liability pursuant to this Section 2.6, (viii) any liabilities Article VI or obligations incurred by the Seller in violation of, or as a result operation of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilitiesapplicable Law.

Assumption of Liabilities. Subject 2.3.1 The German Buyer hereby assumes from the Seller the obligations to service or repair products sold by the Voumard Business prior to the exceptions and exclusions Transfer Date or after the Transfer Date to the extent such obligations arise from the written warranties applicable to those products set forth in Annex 2.3.1 or the written warranties applicable to those products set forth in Annex 2.2.1 (“Assumed Warranty Liabilities”). 2.3.2 With the exception of this Section 2.6the Assumed Warranty Liabilities, the Buyer agrees that on does not assume any other liabilities of the Effective DateSeller in relation to the Voumard Business whether absolute, it will assume fixed, contingent or otherwise. For the avoidance of doubt and agree to perform and pay when due: without limiting the generality of the foregoing, the Buyer is not assuming from the Seller (i) all Trade Payablesany obligation or liability under the Retained Customer Contracts (except to the extent of the Assumed Warranty Liabilities), (ii) all unperformed and unfulfilled obligations under any indebtedness or accounts payable of the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective DateSeller, (iii) all liabilities pertaining any obligation to customer deposits, employees or (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes any liability for property damage or personal injury caused or alleged to be caused by products of the Voumard Business due with respect sold prior to the 1997 calendar year (Transfer Date or after the "1997 Operational Taxes") and Transfer Date pursuant to the Retained Customer Contracts; or (v) any liability for taxes assessed against or imposed on Seller except, for the avoidance of doubt, for VAT triggered by the Transaction according to Section 5.2.2 of this Agreement. 2.3.3 To the extent that the Buyer’s cost (including parts, labor, payments to third parties and all debts, liabilities and obligations relating overhead allocation) of performing the Assumed Warranty Liabilities prior to the date on which all written warranties applicable to products sold by the Voumard Business as conducted on and prior to the Transfer Date or after the Closing Transfer Date have expired (collectivelythe "Warranty Expiration Date") exceeds the Euro-denominated equivalent of USD 600,000 calculated using, for any date of determination, a Euro (EUR) to US Dollar (USD) exchange rate that is the closing European Central Bank Reference Rate for the most recent day immediately preceding such date of determination for which such a rate is available (such amount, the "Assumed LiabilitiesWarranty Reserve"). Except as otherwise specifically provided herein, the Assumed Liabilities Seller Guarantor shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, pay such excess to the Buyer in contract or in tort, accordance with the terms of the Seller or the Business, or relating to the Assets such as and including but not limited to TSA. Buyer shall (i) accrued income taxes, provide Seller Guarantor with written quarterly updates setting forth the amounts remaining in the Warranty Reserve as of each quarter and Buyer's forecast for spending in relation to the Assumed Warranty Liabilities for the upcoming quarter and (ii) deferred income taxes, (iii) provide Seller Guarantor with a pro rated portion final written accounting of any amounts remaining in the Warranty Reserve or costs incurred in excess of the 1997 Operational TaxesWarranty Reserve (the "Final Accounting") no later than seventy-five (75) days after the Warranty Expiration Date. In the event the Buyer’s aggregate cost (including parts, labor, payments to third parties and overhead allocations) of performing the Assumed Warranty Liabilities is less than the Warranty Reserve, then, within fifteen (iv15) any taxes imposed on days following the Seller because earlier of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilitiesdate on which the Final Accounting was provided to Seller Guarantor and the (y) final date on which the Final Accounting is required to be provided to Seller Guarantor in accordance with this Section 2.3.3, costs, and expenses associated the Buyer shall pay such difference to the PWSPA Sellers' Agent (as defined in Section 5.2.1) for the benefit of the PWSPA Sellers (as defined in Section 5.2.1) in accordance with the litigation described in Schedule 3.9 hereto (all provisions of the foregoing being ------------ hereinafter collectively PWSPA (as defined in Section 5.2.1) referred to as the "Retained Liabilities")in Section 5.2.1. Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer Such payment shall be permitted to recover for any damages caused in EUR and made by breaches wire transfer of representations, warranties, covenants immediately available funds free and agreements by Seller relating clear of costs and charges to the Assumed Liabilitiesaccount specified in Section 5.2.1.

Assumption of Liabilities. Subject to In connection with its purchase of the exceptions and exclusions of this Section 2.6Assets, the Buyer agrees that on the Effective Date, it will to assume and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled or carry out Seller's future obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, Assumed Agreements (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided hereinHowever, the Assumed Liabilities shall will not include include, unless separately expressly assumed in writing by Buyer in its discretion: (a) any other obligations arising out of Seller's past violations or breaches of, or any existing conditions that, if continued, with the passage of time or notice would constitute breaches by Seller under, the Assumed Agreements, (b) any payments or actions that were due before the date of this Agreement, (c) any obligations that are not contained in the copies of the written Assumed Agreements that have been provided by Seller to Buyer, (d) any material obligations in any material oral Assumed Agreements that have not been accurately described to Buyer by Seller under Section 5.4, and (e) any obligations under agreements of Seller that are not listed in Schedule 1(a). No debts, obligations or liabilities of Seller other than the Assumed Liabilities (the "Excluded Liabilities"), whether accruing or incurred before or after the date of this Agreement, will be assumed by or binding upon Buyer. The Excluded Liabilities specifically include, but are not limited to, any liabilities or obligations arising from Seller's past sales of any Mastercards, any sales tax owed on account of the sale of the Assets under this Agreement, Seller's tax obligations, whether accruedSeller's employee relations or Seller's past violations of any laws, absolute, contingent rules or otherwise, in contract or in tort, of the regulations relating to Seller or the Business. Seller agrees to pay or satisfy when due all Excluded Liabilities, without any reimbursement or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion obligation of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed LiabilitiesBuyer.

Assumption of Liabilities. Subject From and after the Closing, ------------------------- the Buyer shall assume and the Buyer hereby agrees to pay, perform and discharge when due all liabilities of the Seller directly related to the exceptions and exclusions of this Section 2.6, the Buyer agrees that on the Effective Date, it will assume and agree to perform and pay when due: Business (i) all Trade Payablesarising pursuant to the terms of the Assigned Contracts (including the Green Manufacturing, Inc. 401(k) Retirement Plan (the "401(k) Plan")), (ii) all unperformed related to the Business and unfulfilled obligations under arising on or after the Contracts Closing Date, or (iii) related to the Business and arising in the ordinary course of business after December 31, 1997 and prior to the Closing Date, to the extent set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, 2.4(a) (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein; provided, however, that the Assumed Liabilities Buyer shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of assume (and -------------------- -------- ------- the Seller or the Business, or relating term "Assumed Liabilities" shall not be deemed to the Assets such as and including but not limited to include) (i) accrued income taxes, and franchise taxes of the Seller; (ii) deferred income taxesexcept as contemplated by Schedule 2.4(a), all other Taxes attributable to periods ending on or prior to the Closing Date; (iii) a pro rated portion Taxes of any other Person for which the 1997 Operational Taxes, Seller may be liable by contract or otherwise; (iv) any taxes imposed on the Seller because of the operations liability of any of their respective businesses kind due to illegal or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee tortuous conduct prior to the Closing Date under employee benefits agreementsby the 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 sale of any Product before the Closing Date; (vi) any liability for the infringement of any item of Intellectual Property in connection with the sale of any Product before the Closing Date; (vii) any obligations incurred by and all liabilities under Environmental Laws arising from or in any way related to acts, omissions, occurrences or conditions first occurring or in existence prior to the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, Closing Date; (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, with respect to Contracts listed on Schedule 2.4(b); and (ix) any other liability not expressly assumed by the Buyer pursuant to this Agreement. All the liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all obligations of the foregoing being ------------ Seller other than the Assumed Liabilities are hereinafter collectively referred to as the "Retained Excluded -------- Liabilities"). Subject to Sections 7.1(E)On the Closing Date, 7.2 and 9.11 hereof, the Buyer shall be permitted in addition execute and ----------- deliver to recover for any damages caused by breaches the Seller an instrument of representations, warranties, covenants and agreements by Seller relating assumption of liabilities with respect to the Assumed Liabilities.

Assumption of Liabilities. Subject to 2.6.1 At the exceptions and exclusions of this Section 2.6Non-License Closing, the Buyer agrees that on the Effective Date, it will shall assume and agree to pay and otherwise fully perform and pay discharge as and when due: (i) the same become due and payable or are required to be performed all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to following liabilities of Seller or the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date Stations (collectively, the "NON-LICENSE CLOSING ASSUMED Liabilities"): (a) all liabilities, obligations and duties of the Stations related to or arising in connection with the business or operation of the Stations on or after January 7, 2002, other than liabilities and obligations for Seller's Taxes and liabilities and obligations under Environmental Laws arising or relating to periods prior to the Non-License Closing Date; (b) all liabilities, obligations and duties under the Station Contracts and the Permits, arising on or after January 7, 2002 (other than liabilities, obligations or duties arising from any breach of any Station Contract prior to January 7, 2002, other than as a result of past due amounts thereunder), and (c) all current liabilities of the Stations reflected in the Current Balance Sheet or arising in the regular and ordinary course of business consistent with past practices of the Stations between December 31, 2001 and the Non-License Closing Date, including accounts payable (including past due accounts payable), accrued expenses and film contracts payable. Buyer shall not assume nor become obligated to pay in connection with the Non-License Closing any debt, obligation, or liability of any kind incurred or accrued in connection with the business or operation of the Stations, except for the Non-License Closing Assumed Liabilities"). 2.6.2. Except To the extent not previously assumed by Buyer upon the Non-License Closing, at the Closing, Buyer shall assume and agree to pay and otherwise fully perform and discharge as otherwise specifically provided herein, and when the Assumed Liabilities shall not include any other debts, liabilities same become due and payable or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, are required to be performed all of the following liabilities of Seller or the BusinessStations (collectively, the "ASSUMED LIABILITIES"): (a) all liabilities, obligations and duties of the Stations related to or arising in connection with the business or operation of the Stations on or after January 7, 2002 other than liabilities and obligations for Seller's Taxes and liabilities and obligations under Environmental Laws arising or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee periods prior to the Closing Date Date; (b) all liabilities, obligations and duties under employee benefits agreementsthe Station Contracts, the FCC Licenses and the Permits, arising on or after January 7, 2002 (vii) other than liabilities, obligations or duties arising from any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant breach of any Station Contract prior to this Section 2.6January 7, (viii) any liabilities or obligations incurred by the Seller in violation of2002, or other than as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Datepast due amounts thereunder), and (xc) liabilitiesall current liabilities of the Stations reflected in the Current Balance Sheet or arising in the regular and ordinary course of business consistent with past practices of the Stations between December 31, costs2001 and the Closing Date, including accounts 8 <PAGE> payable (including past due accounts payable), accrued expenses and expenses associated film contracts payable. Buyer shall not assume nor become obligated to pay any debt, obligation, or liability of any kind incurred or accrued in connection with the litigation described in Schedule 3.9 hereto (all business or operation of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E)Stations, 7.2 and 9.11 hereof, Buyer shall be permitted to recover except for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject to (a) At the exceptions and exclusions of this Section 2.6Closing, the Buyer agrees that on the Effective Date, it will HFC shall assume and agree to pay, perform and pay discharge when due: due (i) all Trade Payablesobligations arising from and after the Closing Date under any and all Contracts listed on Schedules 1(f)(i), 1(f)(ii) and 1(f)(iv) that are assigned to HFC by HCS ("Assumed Contracts"); provided however, that other than as described in Section 3, HFC shall not, until assigned to HFC, assume or agree to pay, perform or discharge when due any obligation arising under any Contracts that are not assigned to HFC at the Closing, (ii) all unperformed and unfulfilled obligations under trade payables outstanding as of the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior Closing Date to the --------------- Effective Dateextent relating to goods or services to be provided to HFC after the Closing Date in connection with the Acquired Assets, the amount of which trade payables shall not exceed in the aggregate $10,000, and (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes arising out of the Business due marketing, sale or delivery of any product, program or service by HFC or its Affiliates after the Closing Date (whether or not such product, program or service was, or was derived from, any of the Acquired Assets), including, without limitation, warranty obligations and other product liabilities with respect to products, programs and services sold by HFC or its Affiliates after the 1997 calendar year Closing Date. (the "1997 Operational Taxes"b) HFC hereby acknowledges and (v) agrees that HFC, not HCS, shall have sole responsibility for any and all debts, liabilities and obligations relating to the Business as conducted on and arising after the Closing Date out of the employment relationship between HFC and any employees or consultants formerly employed or retained by HCS, specifically excluding any debts, liabilities or obligations arising out of the termination of such person's employment relationship with HCS, but specifically including any debts, liabilities and obligations arising out of any allegation that HFC discriminated against any person in deciding not to offer employment to such person. (collectivelyc) The debts, liabilities and obligations described in the foregoing clauses (a) and (b) are hereinafter referred to as "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject On the terms and subject to the exceptions conditions and exclusions limitations set forth in this Agreement, at the Closing, Purchaser shall assume, effective as of this Section 2.6the Closing, and shall timely perform and discharge in accordance with their respective terms, the Buyer agrees that on the Effective Date, it will assume and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion following Liabilities existing as of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "“Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed ”): (a) All accrued and unpaid Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or Sellers relating to the Assets Exteriors Business arising in the ordinary course of business during the Bankruptcy Case through and including the Closing Date to the extent such as and Liabilities are allowed administrative expenses of the Sellers’ estates pursuant to Section 503(b) of the Bankruptcy Code, including but not limited to, Liabilities of the Sellers, to the extent allowed, in respect of Taxes, environmental obligations, salary, wages commissions, and other employee payroll obligations and expenses incurred in the operation of the Exteriors Business; (b) all Liabilities of Sellers under the Assumed Executory Contracts arising after the Closing Date; (c) all Cure Costs related to the Assumed Executory Contracts; (d) all Liabilities of Sellers related to the Executory Contracts assumed by Purchaser in accordance with Section 2.5(d). (e) all Liabilities of Sellers as of the Closing Date for any accrued and unpaid claims related to the Purchased Assets that are allowed administrative expenses pursuant to Sections 503(b)(9) or 546(c) of the Bankruptcy Code; (f) all Liabilities under any product-related warranties or product-related guarantees of the Sellers with respect to the Purchased Assets, but not including Claims of any entity against Sellers or Sellers’ estates that existed or arose prior to the Petition Date; (g) all Liabilities of Sellers related to the Purchased Assets with respect to statutory liens for current Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings provided an appropriate reserve is established therefore, but only to the extent such Liabilities constitute allowed administrative claims under Section 503(b) of the Bankruptcy Code; (h) all Liabilities of Sellers related to the Purchased Assets for mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the ordinary course of the Exteriors Business; (i) accrued income taxesall transfer Taxes and all documentary or deed stamps and all charges for or in connection with the recording of any document or instrument contemplated hereby, (ii) deferred income taxes, (iii) a pro rated portion in connection with the transfer of the 1997 Operational Taxes, Purchased Assets; (ivj) any taxes imposed on all Liabilities which may arise under the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or WARN Act as a result of the Seller's violation of, Transactions contemplated by this Agreement, . (ixk) liabilities all Liabilities for obligations arising from sales of products under any collective bargaining agreement involving the Transferred Employees or services before the Effective Date, Retained Employees (as defined below); (l) all Liabilities related to Purchaser's indemnification obligations pursuant to Section 11.3 (m) all Liabilities and (x) liabilities, costs, and expenses associated obligations with the litigation described in Schedule 3.9 hereto (all respect to claims arising out of the foregoing being ------------ hereinafter collectively referred to as ownership of the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for Purchased assets or the employment of any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed LiabilitiesTransferred Employees after the Closing Date.

Assumption of Liabilities. Subject At the Closing hereunder and except as otherwise specifically provided in Section 1.8(e), PRG shall assume and shall timely pay, discharge or perform, as appropriate, without duplication, each and all of the following liabilities and obligations of Seller (collectively the "Assumed Liabilities") but no others: (a) all liabilities and obligations of Seller in respect of the Business if and to the exceptions and exclusions of this Section 2.6, extent that the Buyer agrees that same were reflected on the Effective 1998 Balance Sheet and remain unpaid and undischarged on the Closing Date; (b) the indebtedness or other obligation of Seller to Xxxxxx Bank pursuant to a line of credit or other loan in a maximum aggregate amount not to exceed $2,500,000 (payoff letters from Xxxxxx Bank are attached as Schedule 1.8(b) hereto). (c) all liabilities and obligations of Seller arising in the regular and ordinary course of the Business from the 1998 Balance Sheet Date through the Closing Date, it will assume to the extent that the same remain unpaid and agree undischarged on the Closing Date, including all accrued payroll taxes, advanced xxxxxxxx to perform customers, accounts payable, wages and pay when due: vacation payable, accrued state income and sales taxes and real estate taxes, jobs in progress as of the Closing Date, and all warranty work required to be performed by Seller in the ordinary course of business; and (id) all Trade Payablesliabilities and obligations of Seller in respect of the agreements, (ii) all unperformed contracts, commitments and unfulfilled obligations under the Contracts leases which are specifically identified in any schedule required by and attached to this Agreement including those set forth on Schedule 2.1(c1.8(d). (e) In no event, however, shall PRG assume or incur any liability or obligation under this Section 1.8 or otherwise in respect of any of the following liabilities or existing as of the 1998 Balance Sheet Date and which under GAAP should have been reflected on the 1998 Balance Sheet or the notes thereto as a liability or obligation, if and to the extent that the same were neither reflected on the 1998 Balance Sheet nor referenced on Schedule 1.8(e): (i) liabilities or obligations arising out of any breach by Seller of any provision of any agreement, contract, commitment or lease, including but not limited to liabilities or obligations arising out of Seller's failure to perform any agreement, contract, commitment or lease in accordance with its terms prior to the Closing, except for warranty work in the ordinary course of business. (ii) except as set forth in Section 1.8(b), any indebtedness for borrowed money, including without limitation, any indebtedness arising under any note, debenture, bond, letter of credit agreement, loan agreement or other contract or commitment for the borrowing or lending of money relating to the Business or agreement or arrangement for a line of credit, or any guaranties, in any manner, whether directly or indirectly, of any indebtedness, dividend or other obligation of any other Person relating to the Business (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection); (iii) any product liability or similar claim for injury to person or property, regardless of when made or asserted, which the 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 is not in default on or prior to the --------------- Effective DateClosing, (iii) all liabilities pertaining including without limitation any claim relating to customer depositsany product delivered in connection with the performance of such service and any claim seeking recovery for consequential damage, lost revenue or income; (iv) a prorated portion of all franchiseany federal, Los Angeles City, business and related taxes of the Business due state or local income or other Tax imposed on Seller or any Shareholder (i) payable with respect to the 1997 calendar year business, assets, properties or operations of Seller or any Shareholder or any member of any affiliated group of which Seller or any Shareholder is a member for any period prior to the Closing Date, or (ii) incident to or arising as a consequence of the "1997 Operational Taxes") negotiation or consummation by Seller or Shareholders of this Agreement and the transactions contemplated hereby; (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities liability or obligations, whether accrued, absolute, contingent or otherwise, in contract obligation under or in tort, of connection with the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, Excluded Assets; (vi) any obligations of the Seller owed to each Employee liability or obligation arising prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Closing to any employees, agents or independent contractors of Seller's violation of, 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; (vii) any liability or obligation of Seller or any Shareholder arising or incurred in connection with the negotiation, preparation and execution of this AgreementAgreement and the consummation of the transactions contemplated hereby (including without limitation fees and expenses of counsel, accountants and other experts); (viii) any liability or obligation of Seller or any Shareholder to or relating to any Person affiliated with Seller; and (ix) liabilities arising from sales of products any liability or services before the Effective Dateobligation relating to any employee benefit plan not specifically assumed by PRG, except as otherwise specifically provided above. The parties hereby acknowledge and (x) liabilities, costs, and expenses associated with the litigation described agree that nothing contained in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer this Agreement shall be permitted construed to recover obligate PRG to continue any compensation, commission or similar arrangement following the Closing for the benefit of any damages caused of ANCHA's employees hired by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed LiabilitiesPRG.

Assumption of Liabilities. Subject to the exceptions terms and exclusions of this Section 2.6conditions hereof, the Buyer agrees that on the Effective Date, it will Purchaser shall assume and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled the obligations under the Contracts of Seller set forth on Schedule 2.1(c)in clauses (a) through (g) below of this Article 2, for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and which are to be performed from and after the Closing Date (collectively, the "Assumed Liabilities"); provided that Purchaser shall not assume any other obligation or liability of Seller or any Affiliate that relates to or arises out of ownership of the Business prior to the Closing Date, whether absolute or contingent, known or unknown, contractual or otherwise (the "Excluded Liabilities"): (a) the performance obligations of Seller, any Affiliate or the Business under the Contracts, except that Purchaser is not assuming, and Seller shall retain each and every restoration obligation, if any, related to or arising out of (i) Seller's restoration obligations under that certain Lease Agreement dated January 15, 1990, by and between Xxxxx Road, Inc. and Seller related to the Acquired Facility identified on Exhibit A as Xxxxxxxx Xxxxxx #000, or otherwise with respect to such Acquired Facility, and (ii) Seller's or any Affiliate's restoration obligations under that certain Agreement of Lease dated November 15, 1983, by and among X.X. Xxxxxxx, Xx., X.X. Xxxxx, Xx. Except and Parent related to the Acquired Facility identified on Exhibit A as Corpus Xxxxxxx Xxxxxx #424, or otherwise specifically provided hereinwith respect to such Acquired Facility, but only to the Assumed Liabilities shall extent, in either case, with respect to conditions that exist on the Closing Date; (b) subject to the provisions of Section 6.9(b), all obligations of Seller to conduct the Business in accordance with the compliance orders described in Schedule 2(b); (c) all obligations of Seller relating to the Hired Employees (as hereinafter defined) for the Accrued Employee Credit (as hereinafter defined), in addition to all performance obligations of Seller to withhold wages from any Hired Employee in satisfaction of any child support order or garnishment obligation; (d) with respect to the Employees of the Business only, all liabilities and obligations of Seller under the Collective Bargaining Agreements (and, in connection therewith, Purchaser hereby agrees to recognize the labor organizations set forth in Schedule 1.1(i)(vi) as the exclusive bargaining representatives of the Employees of the Business covered by the Collective Bargaining Agreements), except in the case of those employee benefit plans which by their terms Purchaser cannot assume; (e) all liabilities for contributions with respect to the Hired Employees for periods after the Closing Date, pursuant to the Collective Bargaining Agreements described herein and payable to the "multiemployer plans" (as defined under Section 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) described on Schedule 2(e) to which the Seller makes contributions on behalf of the Employees of the Business; provided, however, that such liabilities do not include any other debts, liabilities currently existing "withdrawal liability" (as described in Section 4201 of ERISA) of Seller or obligations, whether accrued, absolute, contingent any Affiliate that is owing to any of such plans as a result of events occurring prior to the Closing Date; (f) all purchase orders to the extent related to the Business for goods not delivered or otherwise, in contract services not provided on or in tort, prior to the Closing Date; and (g) from and after the fourth anniversary of the Closing Date, but subject to the provisions of Section 6.9 hereof, all liabilities and obligations of Seller or for environmental liabilities related to activities that precede the BusinessClosing Date and which are unknown as of the fourth anniversary of the Closing Date, to the extent they occur within the legal property boundaries of an Acquired Facility. Notwithstanding the foregoing limited assumption of Seller's environmental liabilities, or relating anything contained in this Agreement to the Assets such as and including but not limited to contrary, Seller shall at all times remain liable for any environmental liability that both (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion arises out of or relates to Seller or an Affiliate's ownership of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee Business prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (xii) liabilitiesrelates to off-site remediation obligations, costs"superfund" or similar type liability, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E)whether or not such liability is known or unknown, 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilitiescontingent or otherwise.

Assumption of Liabilities. Subject to From and after the exceptions and exclusions of this Section 2.6Closing, the Buyer agrees that on the Effective Date, it will shall assume and agree the Buyer hereby agrees to pay, perform and pay discharge when due: due (ia) all Trade Payablestrade payables of the Companies arising in the ordinary course of business in an amount not to exceed $50,000 except that this amount shall not include printers' invoices for books shipped after December 20, 1996, provided, however, that the aggregate liability for such printer's invoices does not exceed Thirty Thousand Dollars ($30,000), (iib) all unperformed and unfulfilled obligations under direct marketing mailing expenses of the Contracts Companies for mailings entering the postal system after December 20, 1996, including paid for items designed for end of year mailing as set forth on Schedule 2.1(c2.4(b) which are expected to be approximately Ninety-Five Thousand Dollars ($95,000) but in no event shall exceed One Hundred Thousand Dollars ($100,000), for which (c) all obligations of the Seller is not Companies arising pursuant to the terms of Contracts referred to in Schedule 5.16 (other than liabilities relating to any breach or default on or of any Contract prior to the --------------- Effective Closing Date), and (iiid) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes obligations of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and Buyer arising after the Closing Date (collectively, the "Assumed Liabilities"). Except Anything in this Agreement to the contrary notwithstanding, the Sellers shall be responsible for all of the liabilities and obligations not hereby expressly assumed by Buyer and Buyer shall not assume, or in any way be liable or responsible for, any liabilities or obligations of the Sellers except as otherwise specifically provided hereinby this Section 2.4 (the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Assumed Liabilities Buyer shall not include assume any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller following: (a) any liability or obligation under Contracts or Plans and other agreements to which the BusinessCompanies are a party or by or to which it or any of its assets, properties or relating to rights are bound or subject which are not reflected on Schedule 5.16; (b) any liability or obligation of the Assets such as and including but not limited to Sellers arising out of (i) accrued income taxesthe conduct of the Business prior to the Closing Date, or (ii) deferred income taxesany liability or obligation of the Sellers to any employees of the Companies, or, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the except with respect to liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically Contracts assumed by Buyer pursuant to this Section 2.62.4 hereof, agents or contractors; (c) any liability or obligation of the Companies owing to any shareholder, subsidiary or Affiliate of the Companies; (d) any liability or obligation of the Sellers arising out of or in connection with the preparation of this Agreement and the consummation and performance of the transactions contemplated by this Agreement, including, but not limited to, (viiii) any liabilities or obligations incurred by the Seller in violation oftax liability so arising, or (ii) any liability to which any of the parties may become subject as a result of the Seller's violation offact that the transactions contemplated by this Agreement are being effected, this Agreementat the request of Sellers, without compliance with the provisions of any bulk sales act or any similar statute as enacted in any jurisdiction; (ixe) any liability or obligation of the Companies under any Lease; (f) any liabilities arising from sales under Environmental Law attributable to or incurred as a result of products any acts, omissions, or services before conditions prior to the Effective Closing Date, and including, but not limited to, liabilities for the treatment, storage or disposal of hazardous materials; (xg) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all any liability for Taxes imposed on any of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for Sellers; and (h) any damages caused by breaches of representations, warranties, covenants and agreements by Seller royalty payments relating to any sales made on or prior to the Assumed LiabilitiesClosing Date.

Assumption of Liabilities. Subject to the exceptions terms and exclusions conditions ------------------------- of this Section 2.6Agreement, including, without limitation, the Buyer agrees that on exclusions listed in Section 2.5 hereof, at the Effective Date, it will Closing Acquisition Sub shall assume and agree to pay, perform and pay discharge when due: (i) all Trade Payablesdue only the following Liabilities of AGI, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date NDI (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein): (a) all Liabilities under all contracts, the Assumed Liabilities shall not include any other debtsagreements, liabilities or obligationscommitments, whether accruedoptions and understandings to which AGI, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or NDI is a party relating to the Assets such as Business disclosed on SCHEDULE 4.12 hereto (or specifically exempt from disclosure by virtue of any dollar or other materiality exemption) assigned to and including but not limited assumed by, or subcontracted by, the Purchaser or Acquisition Sub under this Agreement; (b) all Liability for vacation accruals owing to Business Employees hired by Acquisition Sub on the Closing Date; (ic) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion all Liabilities for trade payables incurred in the ordinary course of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because conduct of the operations Business (collectively, the "Accounts Payable"); (d) all other Liabilities incurred in the ordinary course of any of their respective businesses or sale the conduct of the Business, but only if and to the extent they are not materially adverse or extraordinary and are not of a nature which in accordance with the Principles and Procedures set forth on Exhibit B hereto would be required to be shown on the February 28, 1995 Statement of Net Assets; (ve) any certain Liabilities as provided in Section 2.10 hereof; and (f) except as set forth in Section 2.5, all other liabilities of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to Business on the Closing Date under employee benefits agreements, (vii) any obligations incurred by reflected on the Seller before the Effective Closing Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result Statement of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed LiabilitiesNet Assets.

Assumption of Liabilities. Subject As partial payment and consideration for its purchase of the Assets, on the terms and subject to the exceptions and exclusions conditions set forth in this Agreement, effective as of this Section 2.6, the Buyer agrees that on the Effective Closing Date, it will assume Buyer hereby assumes and agree agrees to perform pay, perform, defend and pay when due: (i) discharge in due course all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating of Seller under the International Re-Origination Contracts, the Exhibit A Contracts, the Exhibit B Contracts and any additional liabilities set forth in Schedule 1.4 which pertain to the Business as conducted or are to be performed during any period commencing on and or after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein; provided, the however, that Assumed Liabilities do not include and Buyer shall not include any other debts, liabilities assume or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) otherwise be liable for any of the liabilities or expenses of the Seller incurred in negotiating following (collectively, "Excluded Liabilities"): (a) All liabilities, debts and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee incurring or arising prior to the Closing Date under employee benefits agreements, (vii) to the extent relating to any obligations incurred by the Seller period ending before the Effective Date except as otherwise specifically assumed Closing Date), including, without limitation, trade payables and liabilities for operating expenses whether or not incurred in the ordinary course of business; (b) Any liability to the extent arising out of any actual or claimed breach by Buyer pursuant to this Section 2.6Seller of any International Re-Origination Contract, (viii) any liabilities Exhibit A Contract or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services Exhibit B Contract before the Effective Closing Date; and (c) Any action, and (x) liabilitiesclaim, costssuit, and expenses associated with proceeding, hearing, inquiry, proceeding, complaint or investigation, pending or threatened against Seller on or before the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed LiabilitiesClosing Date.

Assumption of Liabilities. Subject At the Closing, Buyer shall assume, and Buyer shall hereafter pay, perform and discharge when due, the liabilities and obligations of Seller related to the exceptions and exclusions of this Section 2.6Power Plant as listed below (collectively, the Buyer agrees that on the Effective Date, it will assume and agree to perform and pay when due: “Assumed Liabilities”): (ia) all Trade Payables, (ii) all unperformed liabilities and unfulfilled obligations of Seller under the Assigned Contracts arising after the Closing Date and the cure costs for such Assigned Contracts as set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, 7.4; (iiib) all liabilities pertaining and obligations of Seller under the Permits arising after the Closing Date; (c) to customer depositsthe extent provided in Article 10, all liabilities and obligations of Seller for Transaction Taxes payable in connection with the transactions contemplated by this Agreement; (ivd) a prorated portion of to the extent provided in Article 10, all franchise, Los Angeles City, business liabilities and related taxes of the Business due obligations for real estate Taxes and assessments with respect to the 1997 calendar year (the "1997 Operational Taxes") Acquired Assets that are not yet due and (v) any payable and all debtsliabilities and obligations for any Taxes relating to the Acquired Assets for periods after the Closing Date; (e) all liabilities and obligations of Seller, any of its Affiliates or any of their respective Related Persons arising under or relating to any environmental, health or safety matter (including any liability or obligation arising under any Environmental Law) relating to the Power Plant and the Acquired Assets arising after the Closing Date; and (f) all liabilities and obligations relating to or arising from the Business as conducted on completion of construction or the ownership of the Power Plant and the Acquired Assets after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject (a) Upon the terms and subject to the exceptions and exclusions conditions of this Section 2.6Agreement, the Buyer agrees that on the Effective Distribution Date, it will Avalon shall, pursuant to an agreement of assumption in form and substance reasonably satisfactory to USA Waste and Avalon (the "Assumption Agreement"), assume and agree to perform and pay perform, pay, satisfy or discharge, when due: , to the extent not theretofore performed, paid, satisfied or discharged, (i) all Trade Payablesthe Liabilities (as defined below) of AWS arising out of or related to the Contributed Assets, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c)Liabilities of AWS, for which the Seller is not in default on if any, arising out of or prior related to the --------------- Effective Dateaction entitled "Werbowski vs. American Waste Services, Inc., et al.," (iii) all liabilities pertaining contractual obligations related to customer depositssponsorship of the LPGA Golf Tournament at Avalon Lakes Golf Course, and (iv) a prorated portion of all franchiseother Liabilities specified herein as being assumed by Avalon (for example, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes"in Section 2.1(i)) and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided . (b) Notwithstanding anything to the contrary set forth herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) any Liability of Avalon and its subsidiaries for any taxes incurred or accrued income taxesprior to the Distribution Date shall be governed solely by the express terms of the Tax Allocation Agreement, dated as of the date hereof (the "Tax Allocation Agreement"), by and among USA Waste, AWS and Avalon, and (ii) deferred income taxesany Liability of Avalon and its subsidiaries from and after the Distribution Date with respect to any employees of AWS and its subsidiaries shall be governed solely by the express provisions of Article II hereof. (c) AWS and Avalon shall each use commercially reasonable efforts, on or prior to the Distribution Date, to have (iiii) AWS or any Retained Subsidiary removed as a pro rated portion guarantor of or obligor for any Assumed Liability and (ii) to substitute Avalon or a Contributed Subsidiary as such guarantor or obligor thereof. If any such removal and substitution is not obtained prior to the 1997 Operational TaxesDistribution Date and the Distribution is nevertheless consummated, Avalon shall continue to use commercially reasonable efforts to obtain all such removals and substitutions. (ivd) With respect to any taxes imposed action, suit, arbitration, inquiry, proceeding or investigation by or before any court, governmental regulatory or administrative agency or commission or arbitration tribunal (any "Action") now pending or commenced prior to, on or after the Seller because Distribution Date to the extent that such Action arises out of or relates solely to any Contributed Assets or Terminated Employee or Avalon Employee (both as defined below), AWS and Avalon shall use commercially reasonable efforts to have AWS or the operations applicable Retained Subsidiary removed as a party to such Action following the Distribution Date. (e) For purposes of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) "Liabilities" shall mean all debts, obligations, liabilities and commitments of any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreementsnature, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6whether absolute or contingent, (viii) any liabilities monetary or obligations incurred by the Seller in violation ofnon-monetary, direct or as a result of the Seller's violation ofindirect, this Agreementknown or unknown, (ix) liabilities arising from sales of products matured or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilitiesunmatured.

Assumption of Liabilities. Subject to (a) At the exceptions and exclusions of this Section 2.6Closing, the Buyer agrees that on the Effective Date, it will shall assume and agree to perform and pay pay, discharge or perform, as appropriate, when due: due only the Liabilities of Seller specifically identified below in this subsection (a) (the “Assumed Liabilities”): (i) all Trade PayablesLiabilities of Seller reflected on the Current Balance Sheet, to the extent that the same are accrued or reserved for on the Current Balance Sheet and have not been paid or discharged prior to or at the Closing; (ii) all unperformed Liabilities of Seller arising in the ordinary course of business between the Current Balance Sheet Date and unfulfilled the Closing Date that would be reflected on a balance sheet prepared in accordance with GAAP, to the extent that the same have not been paid or discharged prior to or at the Closing; (iii) any post-Closing executory obligations under the Contracts set forth Contracts, including the Liability for the return of products sold, in the ordinary course of the Seller’s business consistent with past practice, on a guaranteed sale basis prior to the Closing pursuant to a guaranteed sales Contract listed in Schedule 2.1(c)4.32 and returned by the applicable customer after the Closing; and (iv) all Liabilities of Seller arising in the ordinary course of business after the Closing Date related solely to the operation of the Purchased Assets, for which and with respect to such Liabilities arising under or related to any Laws, including Environmental Laws, only to the Seller extent such Liabilities arise from or are related to any event that occurs after the Closing Date. (b) Notwithstanding subsection (a) above or any other provision of this Agreement, Buyer is not assuming under this Agreement or any other Transaction Document any Liability that is not specifically identified as an Assumed Liability under subsection (a) above, including any of the following (each, an “Unassumed Liability”): (i) undisclosed Liabilities; (ii) any product or service liability or similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Seller, except as specifically described in default Section 2.4(a)(iii) above, or alleged to have been made by Seller, or that is imposed or asserted to be imposed by operation of law in connection with any service performed or product sold or leased by or on behalf of Seller on or prior to the --------------- Effective Closing, whether or not billed as of the Closing Date, ; (iii) all liabilities pertaining to customer depositsany Federal, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due state or local income or other Tax payable with respect to the 1997 calendar year Business, the Purchased Assets, or other properties or operations of Seller or any Person that was an Affiliate of Seller for a period prior to the Closing Date; (the "1997 Operational Taxes"iv) and any Liabilities under or in connection with any Excluded Assets; (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee arising prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Closing relating to Seller's violation of’s employment of Persons, including any Liabilities with respect to any employee wages, salaries, benefits or withholding taxes, workers compensation claim or any other Liability of Seller to its respective employees relating in any way to their employment by Seller (other than Liabilities accrued in respect thereof on the Closing Balance Sheet) or otherwise arising out of or related to the Plans; (vi) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation and execution of this AgreementAgreement and the Transactions, including any Liability to any broker or finder retained by or on behalf of Seller in connection with the Transactions; (vii) any Environmental Liability; (viii) Liabilities arising from or related to governmental fines or penalties arising out of or based upon or incurred during the period prior to the Closing Date; (ix) liabilities any Liabilities for money borrowed, whether direct or contingent; (x) any Liability of Seller owing to any Person holding an equity interest in Seller or any of its Affiliates, (xi) any proceeding commenced by any Person claiming that such Person is or was at any time the holder of any equity interest in Seller, (xii) any Liabilities arising from sales prior to the Closing Date or as a result of products the Closing relating to the infringement, misappropriation, dilution or services before other violation of the Effective Dateconfidential information, proprietary information or intellectual property of any Person, and (xxiii) liabilitiesany other Liabilities, costsregardless of when made or asserted, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilitiesthat are not specifically assumed hereunder.

Assumption of Liabilities. Subject to (a) As of the exceptions and exclusions of this Section 2.6, the Buyer agrees that on the Effective Closing Date, it will Buyer shall assume and agree undertake to pay, perform and pay when due: discharge according to their terms only the following Liabilities of Seller (the “Assumed Liabilities”): (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations Liabilities arising under the Assigned Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on from and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, Date; (ii) deferred income taxesLiabilities set forth on the Estimated Statement, as revised by the Closing Date Statement, including, without limitation, trade account payables, indebtedness to Frost National Bank in the amount identified on Schedule 2.03, which will be paid at Closing, other current liabilities arising in the ordinary course of business that remain unpaid at and are not delinquent as of the Closing Date, and certain loans from shareholders; (iii) a pro rated portion of the 1997 Operational Taxes, (iv) Liabilities related to any taxes imposed on the warranty claims by Seller’s customers with respect to work performed by Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreementspursuant to any of the Assigned Contracts (“Seller Warranty Liabilities”); and (iv) Other Liabilities, if any, listed on Schedule 2.03. (viib) any obligations incurred by Notwithstanding anything contained in this Agreement to the Seller before the Effective Date contrary, except as otherwise specifically assumed by Buyer pursuant to this expressly set forth in Section 2.6, (viii2.03(a) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereofabove, Buyer shall be permitted not assume or become liable or obligated in any way, and Seller shall retain and remain solely liable for and obligated to recover for pay, perform and discharge all Liabilities of Seller, including, without limitation any damages caused by breaches of representationsthe following (collectively, warrantiesthe “Excluded Liabilities”): (i) Liabilities under any Excluded Contracts; (ii) Liabilities arising under any Assigned Contracts that relate to the time period prior to the Closing Date or arise out of events occurring prior to the Closing Date; (iii) Any forfeiture, covenants and agreements by Seller claim or pending litigation or proceeding relating to the Assumed LiabilitiesBusiness prior to the Closing Date; and (iv) Any Liabilities relating to unpaid Taxes or to any Employee Benefit Plan or associated Contract.

Assumption of Liabilities. Subject On the terms and subject to the exceptions and exclusions conditions of this Section 2.6Agreement, the Buyer agrees that shall assume on the Effective DateClosing Date and shall pay, it will assume and agree to perform and pay discharge when due: due the following obligations and liabilities of Sellers (the "Assumed Liabilities"): (i) all Trade Payablesobligations and liabilities of SVI under the Contracts, exclusive of (A) payments of money to be made by the Sellers on or after the Closing Date, the obligation for which arose prior to the Closing Date (except to the extent Buyer has assumed such obligation pursuant to subparagraph (ii) below), (B) obligations of the Sellers to indemnify other parties to the Contracts for acts or omissions of the Sellers or their Affiliates prior to the Closing Date, (C) liabilities under the Contracts arising out of or otherwise in respect of any breach by Seller of the terms of such Contracts prior to the Closing Date, and (D) liabilities to any third parties under any of the Contracts deemed to be not assigned to Buyer pursuant to Section 1.2(a) arising prior to the date all consents necessary to the assignment of such Contract have been obtained; (ii) all unperformed accounts payable and unfulfilled accrued expenses and wine and grape purchases payable by Sellers that relate exclusively to the Business and have been taken into account in computing the Closing Purchase Price (or, if adjusted, the Adjusted Closing Purchase Price); (iii) all obligations under and liabilities for refunds, adjustments, promotional and other allowances, exchanges, returns, and warranty, guarantee and merchantability claims in respect of any and all products sold or manufactured by SVI in connection with the Contracts set forth Business at any time before, on Schedule 2.1(cor after the Closing Date, but only if such liability has, and only to the extent of, a corresponding accrual, and has been taken into account in computing the Closing Purchase Price (or, if adjusted, the Adjusted Closing Purchase Price), for which except that such assumption of responsibility shall not include any liability or obligations of the Seller is not in default the nature of product liability, negligence or strict liability arising from actions or omissions by Sellers or their Affiliates occurring on or prior to the --------------- Effective Closing Date, (iii) all liabilities pertaining to customer deposits, ; and (iv) a prorated portion of all franchise, Los Angeles City, business obligations and related taxes liabilities relating to or arising from the Buyer's conduct of the Business due with respect to or use of the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on Assets from and after the Closing Date (collectivelyDate, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or including Sellers' promotional commitments and obligations, whether accruedconsistent with Sellers' past practices, absolutewhich are payable, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as performable and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to after the Closing Date and will not exceed in aggregate during the six months following the Closing Date an amount equal to the total dollars per case allowable for the number of cases sold under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter brands as set forth on Schedule 1.1(b)(iv). Notwithstanding the foregoing, the Sellers shall be responsible for all liabilities and obligations not expressly assumed by the Buyer under this Agreement (collectively referred to as the "Retained Liabilities"). Subject , including and not by way of limitation (a) liabilities relating to Sections 7.1(E)employee benefits, 7.2 severance pay, vacation pay, or the Company Plans to employees, (b) tax liabilities, including and 9.11 hereofnot by way of limitation, Buyer shall be permitted to recover for any damages caused by breaches of representationsincome, warrantiesexcise, covenants and agreements by Seller sales, use, gross receipts, gross revenues, franchise, employment, payroll or property relating to the Assumed Liabilities.Business or the Purchased Assets for any period ending on or prior to the Closing Date or arising out of the transactions contemplated by this Agreement, except as expressly assumed by Buyer under Section 1.3(c), (c) violations by Sellers or their Affiliates of those laws described in Section 2.10, (d) liabilities arising out of contracts other than those assumed with respect to the Contracts, (e) claims by Distributors arising out of

Assumption of Liabilities. Subject From and after the Closing, Purchaser will assume only the following obligations and liabilities of Seller, to the exceptions extent such obligations and exclusions of this Section 2.6liabilities relate to the Assets, the Buyer agrees that on Facilities, or, as applicable, the Effective DateNavajo Mine (the “Assumed Liabilities”): (a) All liabilities and obligations under all agreements, it will assume contracts, undertakings, and agree licenses assigned to perform Purchaser under this Agreement, including the Facilities Contracts and pay when duethe Transferable Permits in accordance with the terms thereof, except: (i) all Trade Payablesin each case to the extent such liabilities and obligations were incurred by Seller prior to the Closing Date and not otherwise assumed by Purchaser pursuant to Sections 2.3(c), (d), (e) and (f), (ii) all unperformed the payment obligations pro-rated to Seller under Section 3.6, and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all as specifically contemplated under Section 2.4; (b) All liabilities pertaining to customer depositsor obligations, whether or not accrued, contingent, absolute, determined or determinable (ivincluding, without limitation, any fines, penalties or costs imposed by a Governmental Authority) a prorated portion of all franchisearising under Environmental Laws (whether such laws are enacted before or after the Closing Date), Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to Environmental Conditions or Hazardous Substances, in each case to the Business extent attributable to actions or failures to act occurring, or conditions first arising, on or after the Closing Date in connection with Purchaser’s ownership of the Assets or the operation thereof or with respect to the Navajo Mine, including any threatened Releases that do not exist prior to the Closing Date (the “Post-Closing Environmental Liabilities”); (c) All liabilities or obligations, whether or not accrued, contingent, absolute, determined or determinable (including, without limitation, any fines, penalties or costs imposed by a Governmental Authority) arising under Environmental Laws or relating to Environmental Conditions or Hazardous Substances in connection with Seller’s ownership of the Assets or Facilities or with respect to the Navajo Mine (in each case, solely in connection with the pre-Closing Date period) (collectively, “Pre-Closing Environmental Liabilities”) to the extent such Pre-Closing Environmental Liabilities arise out of (i) the enactment, coming into force or change in any Environmental Law (including any change in the interpretation, application or enforcement of any such Environmental Law) on or after the Closing Date or (ii) Post-Closing Actions, in each case except as conducted provided in Section 2.4(f) below; (d) That incremental portion, and only that incremental portion, if any, of the Landfill Obligations that are directly attributable to any Post-Closing Actions; (e) All liabilities and obligations of Seller with respect to decommissioning the Facilities and the Facilities Switchyard, including without limitation the dismantling and removal of the Facilities and the Facilities Switchyard and the restoration of their sites (collectively, “Decommissioning”); (f) All liabilities and obligations of Seller with respect to post-Closing reclamation and all final reclamation of the Navajo Mine, and the site comprising the same or on and which the Navajo Mine exists or has existed (collectively, “Reclamation”); (g) Subject to Section 3.2(c), all of Seller’s share of any liabilities or obligations of the Operating Agent or its Affiliates with respect to pensions or other post-employment benefits attributable to Operating Agent’s operation of the Facilities; (h) Any liabilities or obligations in respect of Purchaser’s share of the items prorated in Section 3.6(a); (i) Taxes attributable to the ownership, operation or use of the Assets on or after the Closing Date (collectivelyexcept for Taxes for which Seller is liable pursuant to Section 3.6, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include including Seller’s Income Taxes) and any Taxes for which Purchaser is liable under Section 6.3; and (j) All other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, expressly allocated to Purchaser in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement. For the avoidance of doubt, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) Purchaser is not assuming hereunder any liabilities or obligations incurred by the Seller in violation of, or as a result of any of the Seller's violation of, Facilities Owners other than Seller pursuant to this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject to the exceptions terms and exclusions conditions set forth in this Agreement, at the Closing, as part of this Section 2.6the consideration for the purchase and sale of the Purchased Assets, the Buyer agrees that on shall assume, and shall thereafter pay and perform as they become due, subject to all lawful defenses and setoffs, the Effective Datefollowing liabilities and obligations of Seller in accordance with their respective terms (the “Assumed Liabilities”), it will assume and agree to perform no others: 1 (a) Liabilities and pay when due: (i) all Trade Payables, (ii) all unperformed obligations of the Seller from and unfulfilled obligations after the Closing Date under the Contracts set forth preventative maintenance agreements, maintenance agreements and service agreements listed on Schedule 2.1(c), for which the Seller is 1.3(a) (but not in default any liability or obligation resulting from any breach or violation thereof on or prior to the --------------- Effective DateClosing or any act, omission, event, occurrence or circumstance occurring or existing on or prior to the Closing); (iiib) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business Liabilities and related taxes obligations of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on Seller from and after the Closing Date under the personal property leases, and the contracts and other agreements listed on Schedule 1.3(b) (collectivelybut not any liability or obligation resulting from any breach or violation thereof on or prior to the Closing or any act, omission, event, occurrence or circumstance occurring or existing on or prior to the "Assumed Liabilities"Closing). Except ; (c) Liabilities and obligations of the Seller on the Closing Date for Customer Deposits, but only to the extent such Customer Deposits are set forth on an itemized list provided at the Closing and the aggregate amount of such Customer Deposits has been delivered to the Seller as otherwise specifically part of the Purchased Assets; (d) Liabilities and obligations of the Seller after the Closing Date under the terms and conditions of the warranty arrangements provided hereinby the Seller in the ordinary course of the Business for installations and service prior to the Closing Date, but only (i) until the Assumed Liabilities date which is one year after the date of the applicable installation or service, (ii) provided that the aggregate amount of all costs and expenses incurred and amounts paid by Buyer with respect to any job (including without limitation all direct or indirect costs of labor) shall not exceed $1,000, and (iii) provided that such assumed liabilities and obligations shall not include any other debts, liabilities or obligationsobligations for improper design, whether accrued, absolute, contingent design defects or otherwise, in contract economic loss or in tort, of the Seller or the Business, or relating to the Assets such as injury; and including but not limited to (ie) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating Liabilities and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed for the one day’s salary and other wages earned by or payable to each Employee prior to employees that accept offers of employment from the Closing Date under employee benefits agreementsBuyer (that are other than the Stockholders or their relatives) for January 1, (vii) 2007 and any obligations incurred by payroll taxes with respect thereto, provided that the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted entitled to recover for receive all payments, income and revenues of the Seller from any damages caused by breaches of representationswork performed on January 1, warranties, covenants and agreements by Seller relating to the Assumed Liabilities2007.

Assumption of Liabilities. Subject Upon the terms and subject to the exceptions satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and exclusions effective as of this Section 2.6the Closing, the Buyer agrees that on the Effective Dateshall assume, it will assume and agree to pay, perform and pay discharge when due: , the following Liabilities of Seller (icollectively, the “Assumed Liabilities”): (a) all Trade PayablesThe obligations under purchase orders and sales orders relating to the Business either actually known to Mxxxxxx X. Xxxxxx or set forth on Section 1.3(a) of the Seller Disclosure Schedule, except for any liabilities arising out of (iiA) all unperformed the failure of Seller or any of its affiliates to comply with the terms of any such orders during the period prior to Closing; (B) indemnity obligations of Seller and unfulfilled its affiliates under orders arising primarily out of events occurring prior to the Closing; or (C) purchase orders for any portion of the inventory included in the calculation of Inventory Value which is included in the Purchase Price; (b) obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due Lease with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on period from and after the Closing Date Closing; (collectivelyc) the accrued vacation, sick pay and paid time off owing to the "Assumed Liabilities"employees of Seller located in Seller’s Los Angeles facility covered by the Los Angeles Lease (the “LA Employees”) and located in Seller’s San Francisco facility (the “SF Employees”). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in torteach case, who become Transferred Employees as set forth on Section 1.3(c) of the Seller or Disclosure Schedule for each such Transferred Employee; (d) the Businessobligations of Seller under the Business Contracts, but only to the extent such obligations arise from and after the Closing; and (e) any Liability of Buyer which relates to, or relating to arises out of, directly or indirectly, the operation of the Business or Buyer’s use of the Assets such as from and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of after the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed LiabilitiesClosing.

Assumption of Liabilities. Subject (a) On the terms and subject to the exceptions and exclusions conditions set forth in this Agreement, upon the Closing of this Section 2.6transaction, the Buyer Purchaser agrees that on the Effective Date, it will to assume and agree to perform discharge from and pay when due: after the Closing Date: (i) all Trade the liabilities for trade accounts payable, accrued charges and expenses, accrued payroll and payroll and sales taxes of COI or of ITL related to the Industrial Tires Business set forth on the January 31, 1999 Industrial Tires Balance Sheet, BUT ONLY to the extent specifically listed or described in EXHIBIT A, which have not been paid prior to Closing and any trade accounts payable, accrued charges and expenses, accrued payroll and payroll and sales taxes of the Industrial Tires Business which are initially incurred by COI or ITL after January 31, 1999 but prior to Closing, PROVIDED THAT (A) descriptions of such liabilities are delivered to Purchaser in writing before Closing, and (B) Purchaser determines such new liabilities have been entered into in the ordinary course of business and relate to the Industrial Tires Business (collectively, the "COI/ITL Payables, "); (ii) all unperformed the liabilities and unfulfilled obligations of COI or of ITL arising after the Closing Date (other than any liability or obligation for breach or default which occurred prior to Closing) under the Contracts Assumed Industrial Tires Leases or the Assumed Industrial Tires Contracts; (iii) the liabilities for trade accounts payable, accrued charges and expenses, accrued payroll and payroll and sales taxes of CCL related to the Baseband and Wheel Business set forth on Schedule 2.1(cthe January 31, 1999 CCL Balance Sheet, BUT ONLY to the extent specifically listed or described in EXHIBIT B, which have not been paid prior to Closing and any trade accounts payable, accrued charges and expenses, accrued payroll and payroll and sales taxes of the Baseband and Wheel Business which are initially incurred by CCL after January 31, 1999 but prior to Closing, PROVIDED THAT (A) descriptions of such liabilities are delivered to Purchaser in writing before Closing, and (B) Purchaser determines such new liabilities have been entered in the ordinary course of business and relate to the Baseband and Wheel Business (collectively, the "CCL Payables"); (iv) the liabilities and obligations of CCL arising after the Closing Date (other than any liability or obligation for breach or default which occurred prior to Closing) under the Assumed CCL Contracts or the Assumed CCL Leases; (v) the liabilities of COI under the seven (7) capital leases listed in SCHEDULE 5.5 for forklift trucks and certain other office equipment; (vi) the liabilities and obligations of COI under the Main Pension Plan and under the Pension Plan C; (vii) the contingent liabilities of COI and CCL for notice of termination, pay in lieu of notice and severance obligations for all Transferred Employees; and (viii) the liabilities or obligations of COI and of CCL for warranty claims for parts and labor arising under or with respect to the express or implied warranties listed in SCHEDULE 5.23 OR 6.23 to this Agreement from products manufactured, sold or distributed by COI or by CCL prior to the Closing up to the Warranty Deductible Amount for each of COI and CCL set forth in Section 12.1(g). All of the foregoing liabilities and obligations of COI, ITL and CCL to be assumed by Purchaser pursuant to this Section 2.5(a) are referred to collectively as the "Assumed Liabilities." (b) Purchaser expressly does not assume and does not agree to assume any liability or obligation of any Seller, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Purchaser pursuant to Section 2.5(a) and, notwithstanding anything to the contrary in Section 2.5(a), none of the following shall be "Assumed Liabilities" for purposes of this Agreement: (i) except as provided in Section 2.5(a)(i) or (iii), any Government Taxes, duties, levies, assessments or other charges of any Seller including without limitation penalties, interest and/or fines with respect thereto, any Taxes in respect of or measured by the sale, consumption or performance by any Seller of any product or service prior to Closing, any Tax related to employment, and any Tax pursuant to the Employers Health Tax Act (Ontario) and any equivalent law under the Province of Quebec; (ii) any indebtedness for borrowed money or funded debt of any Seller; (iii) any liability or obligation of any Seller which relate to any Excluded Asset(s); (iv) any claim or liability in respect of the lawsuits, claims, suits, proceedings or investigations described in SCHEDULES 5.14 or 6.14; (v) any costs and expenses incurred by any Seller is not incident to its negotiation and preparation of this Agreement and the consummation of the transactions contemplated herein; (vi) any liability arising prior to Closing for breach of contract, wrongful termination, employment discrimination, any claim under applicable Americans with disabilities, family leave, occupational, safety and health and worker's compensation laws, unfair labor practice or tort; (vii) any liability or obligation for product liability, property damage, personal injury or death arising from products manufactured, sold or distributed by any Seller prior to the Closing Date; (viii) any liability or obligation under or with respect to express or implied warranties other than those assumed under Section 2.5(a)(viii); (ix) any liability under any insurance, pension, deferred compensation, 401(k) plan or any other employee benefit plan including any claim or liability to make any contribution to any such plan (including, without limitation, any liability (whether on a going concern, solvency or wind-up basis) under, with respect to, or in default connection with Pension Plan B), except for any liability for the benefit of a Transferred Employee which has been expressly assumed by Purchaser pursuant to Section 2.5(a)(i), (iii) or (vii) or pursuant to Section 11.6 with respect to the Main Pension Plan or the Pension Plan C; (x) any Tax liability of any Seller resulting from the transactions contemplated herein, including, without limitation, any recapture by any Seller of investment tax credit or depreciation, recapture of capital cost allowance under the Income Tax Act (Canada) or so-called "goods and services tax " under the Excise Tax Act (Canada); (xi) any liability under any benefit or obligation to current employees or employees retired prior to the Closing which accrued prior to the Closing (including, without limitation, obligations for severance pay or continuation of benefits required by an agreement or applicable law), except any liability for the benefit of a Transferred Employee which has been expressly assumed by Purchaser pursuant to Section 2.5(a)(i), (iii) or (vii); (xii) any liability or obligation due to Xxxxxx X. Xxxxxxx; (xiii) any liability or obligation for account balances due to related parties, including, without limitation, between any Seller or between a Seller and an Affiliate except for any liability expressly assumed by Purchaser pursuant to Section 2.5(a)(i) or 2.5(a)(iii); (xiv) all liabilities for claims for injury, disability, death or worker's compensation arising from or related to employment in the Industrial Tires Business and Baseband and Wheel Business on or prior to the --------------- Effective Closing Date, ; and (iiixv) all liabilities pertaining to customer depositsseverance payments, (iv) a prorated portion of damages for wrongful dismissal and all franchise, Los Angeles City, business and related taxes costs in respect of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) termination by any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, Seller of the Seller or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion employment of any employee of the 1997 Operational Taxes, (iv) any taxes imposed on Industrial Tires Business and/or the Seller because of Baseband and Wheel Business who does not accept employment with the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed Purchaser provided Purchaser has offered employment to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer such individual pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.

Assumption of Liabilities. Subject (a) Upon and subject to the exceptions terms and exclusions conditions of this Section 2.6Agreement, the Buyer agrees that on the Effective Date, it will shall assume and agree to perform and pay when due: (i) all Trade Payablesbecome responsible for, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on from and after the Closing Date Closing, all of the following liabilities of the Seller (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating to the Assets such as and including but not limited to ): (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any all obligations of the Seller owed to each Employee prior to arising after the Closing Date under employee benefits agreementsthe 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), (vii) any obligations incurred by the Buyer shall not assume or become responsible for, and the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6shall remain liable for, (viii) any and all liabilities or obligations incurred by (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 in violation ofwhich are not Assumed Liabilities (collectively, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject The Retained Liabilities shall include, without limitation, the following: (i) all liabilities of the Seller or its subsidiaries ("Subsidiaries") for or with respect to Sections 7.1(E)Taxes (as defined below) which are not otherwise Assumed Liabilities. As used in this Agreement, 7.2 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 9.11 hereofother taxes, Buyer shall be permitted 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 Seller and its Subsidiaries with respect to recover any legal obligation to withhold, deduct, collect, remit or pay any tax or premium imposed on or with respect to any employee or customer of Seller and its 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 Seller 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 Seller under this Agreement or the Ancillary Agreements; (v) all liabilities and obligations of the Seller under any damages caused by breaches 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 representations, warranties, covenants and agreements by employment of employees of the Seller relating or its Subsidiaries prior to the Assumed LiabilitiesClosing Date (as defined in Section 1.4(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 of the Seller.

Assumption of Liabilities. Subject Buyer shall not assume any liabilities or obligations of Seller except for those liabilities and obligations which Buyer expressly assumes pursuant to the exceptions and exclusions of this Section 2.6, 1.1(c). Without limiting the Buyer agrees that on the Effective Dateforegoing, it will is expressly agreed that Buyer shall not assume and agree to perform and pay when due: (i) all Trade Payablesany liabilities for payroll, (ii) all unperformed and unfulfilled bonus, severance, change of control, accrued vacation, 401K, other benefits or related obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or accrued prior to the --------------- Effective Closing Date, or taxes thereon, or for employment, income, sales, property or other taxes incurred or accrued by Seller (iii) all liabilities pertaining to customer depositscollectively, (iv) a prorated portion of all franchise, Los Angeles City, business "Excluded Liabilities"). Seller will indemnify and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") hold Buyer harmless from and (v) against any and all debtslosses, costs, expenses, claims, liabilities, deficiencies, judgments and damages incurred or suffered by Buyer or any of its affiliates related to or arising out of any liabilities or obligations of Seller, except for those liabilities or obligations expressly assumed by Buyer in this Section 1.1(c). At the Closing, Buyer shall assume the following obligations and obligations relating to the Business as conducted on and after the Closing Date liabilities of Seller (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or ): (i) All of Seller's implementation and software development obligations, whether accruedarising from License Agreements, absoluteMaintenance Agreements, contingent Implementation Agreements, statements of work, purchase orders, work or otherwiseservices orders or other agreements, in contract or in tort, that are transferred to Buyer ("Implementation Obligations") as of the Closing Date, provided that Seller or the Business, or relating to the Assets such as and including but not limited to identifies on Schedule 1.1(c)(i) (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the which schedule shall be updated by Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits for any Implementation Obligations entered into after the date of this Agreement) each such Implementation Obligation to Buyer and provides to Buyer on Schedule 1.1(c)(i) the following information for each such Implementation Obligation: (1) Customer name; (2) Commencement date and estimated completion dates of implementation project; (3) Method of fee calculation (time and materials or fixed price) and the agreed upon billing rates involved, where applicable; (4) Amount, if any, of deposits received from customer in advance of work performed; (5) Nature of any custom software development involved with the implementation, excluding normal configuration and integration to back-end accounting systems; and (6) Material problems, if any, in connection with the implementation; (ii) All of Seller's maintenance, support and warranty obligations, whether arising from License Agreements, Maintenance Agreements, Implementation Agreements, statements of work, purchase orders, work or service orders or other agreements, that are transferred to Buyer (vii"Maintenance Obligations") as of the Closing Date, provided that Seller identifies each such Maintenance Obligation to Buyer on Schedule 1.1(c)(ii) (which schedule shall be updated by Seller prior to the Closing for any obligations incurred by Maintenance Obligations entered into after the Seller before date of this Agreement) and provides to Buyer on Schedule 1.1(c)(ii) the Effective Date except as otherwise specifically following information for each such Maintenance Obligation: (1) Customer name; (2) Maintenance period and related maintenance fee; and (3) Any Maintenance Obligations assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result that are out of the Seller's violation of, this Agreement, ordinary course of business; and (ixiii) The following liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating solely to the Assumed extent they are set forth with supporting detail on Schedule 1.1(c)(iii): (1) Accounts payable and accrued expenses incurred in the normal course of business (excluding Excluded Liabilities); (2) Deferred revenue; and (3) The Assigned Contracts set forth on Schedule 2.11.

Assumption of Liabilities. Subject In connection with the transactions contemplated by this Article II, and except as set forth in Section 2.5, Halyard shall, or shall cause the Halyard Parties to assume, and to pay, comply with and discharge all contractual and other Liabilities in accordance with their terms of Xxxxxxxx-Xxxxx or its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Healthcare Business, whether due or to become due, including: (a) all Liabilities of Xxxxxxxx-Xxxxx and its Subsidiaries that are reflected, disclosed or reserved for on the Balance Sheet, as such Liabilities may be increased or decreased in the operation of the Healthcare Business from the date of the Balance Sheet through the Effective Time; (b) all Liabilities of Xxxxxxxx-Xxxxx and its Subsidiaries under or related to the exceptions and exclusions of this Section 2.6Real Estate Leases, the Buyer agrees that on Personal Property Leases and the Contracts, such assumption to occur as (i) assignee if such Real Estate Leases, Personal Property Leases and Contracts are assignable and are assigned or otherwise transferred to the Halyard Parties, or (ii) subcontractor, sublessee or sublicensee as provided in Section 6.3 if such assignment of such Real Estate Leases, Personal Property Leases and Contracts and/or proceeds thereof is prohibited by law, by the terms thereof or not permitted by the other contracting party; (c) all Liabilities of Xxxxxxxx-Xxxxx and its Subsidiaries in connection with claims of past or current directors, officers, employees, agents, consultants, advisors and other representatives of the Healthcare Business, except as otherwise expressly provided in this Agreement or the Employee Matters Agreement; (d) all Liabilities of Xxxxxxxx-Xxxxx and its Subsidiaries related to any and all Actions asserting a violation of any law, rule or regulation arising out of the operations of the Healthcare Business or the ownership or use of the Transferred Assets, whether before or after the Effective DateTime and all Liabilities relating to Assumed Actions; (e) all Liabilities for which Halyard is liable in accordance with the terms of the Tax Matters Agreement; (f) the Liabilities set forth on Schedule 2.4(f); (g) all Liabilities assumed by Halyard North Carolina, it will assume and agree Inc. pursuant to perform and pay when due: the Lexington Contribution Agreement; (h) all rebate, chargeback or similar Liabilities arising out of the ownership or use of the Transferred Assets or the operation of the Healthcare Business (the “Rebates”), other than the Retained Rebate Liabilities; (i) all Trade Payables, customer incentive Liabilities that are accrued by Xxxxxxxx-Xxxxx and its Subsidiaries in connection with the ownership or use of the Transferred Assets or the operation of the Healthcare Business; and (iij) all unperformed other Liabilities of Xxxxxxxx-Xxxxx and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes its Subsidiaries arising out of the Business due with respect ownership or use of the Transferred Assets or the operation of the Healthcare Business, whether existing on the date hereof or arising at any time or from time to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and time after the Closing Date (collectivelydate hereof, the "Assumed Liabilities"). Except as otherwise specifically provided and whether based on circumstances, events or actions arising heretofore or hereafter, whether or not such Liabilities shall have been disclosed herein, and whether or not reflected on the Assumed Liabilities shall not include any other debts, liabilities books and records of Xxxxxxxx-Xxxxx and its Subsidiaries or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller Halyard and its Subsidiaries or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred Balance Sheet. The Liabilities described in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively 2.4 are referred to in this Agreement collectively as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the “Assumed Liabilities.”

Assumption of Liabilities. Subject Upon the terms and subject to the exceptions and exclusions terms of this Section 2.6Agreement, Buyer shall, on the Closing Date, assume, agree to pay, perform and discharge when due any and all of the Assumed Liabilities. As used in this Agreement, and except to the extent any such Liability is an Excluded Liability, the Buyer agrees that "Assumed Liabilities" means any and all of the Liabilities of the Seller and any Other Seller Entity to the extent such Liabilities arise out of the operation of the Facility, whether arising from, or relating to, the period prior to, on or after the Effective Closing Date, it will assume and agree to perform and pay when due: including the following: (ia) all Trade PayablesEnvironmental Liabilities (other than as provided in Section 2.04), including those set forth on Schedule 2.03(a); (iib) all unperformed and unfulfilled obligations Liabilities arising after the Closing under the Material Contracts, the Contracts set forth on Schedule 2.1(c2.01(n)(i) as updated in accordance with Section 2.01(n), the Specified Shared Contracts, Emergency Preparedness Agreements and Transferable Permits in accordance with the terms thereof, except in each case, to the extent such Liabilities (other than with respect to any Environmental Permit) relate to or arise out of breaches by the Seller Entities prior to the Closing or events, facts or circumstances existing prior to the Closing (Liabilities relating to or arising out of breaches by the Seller Entities prior to the Closing or events, facts or circumstances existing prior to the Closing, “Pre-Closing Contractual Liabilities”); (c) except as provided for in this Agreement or any Related Agreement, all Liabilities in respect of Taxes for which Buyer is liable pursuant to Section 10.01 and Section 10.02; (d) all Liabilities arising out of the use or ownership by Buyer or any of its Affiliates after the Closing of any Transferred Asset owned, leased or held by any Other Seller Entity at any time prior to the Closing; (e) all Liabilities under any Orders relating to the Facility, the Transferred Assets or the Assumed Liabilities; (f) all Liabilities in respect of: (i) the Decommissioning of the Site (including the Facility) following permanent cessation of operations; (ii) decontamination and decommissioning fund costs or fees arising from or in connection with the Facility pursuant to 42 U.S.C. §2297g-1 after the Closing; and (iii) any other post-operative sale, transfer or other disposition of the Facility or any other of the Transferred Assets; (g) all Liabilities from and after the Closing for the management, storage, transportation and disposal of Spent Nuclear Fuel including, subject to Section 2.04(j), all Liabilities under the DOE Standard Contract for the Facility pursuant to the transfer of title of all of the Facility's Spent Nuclear Fuel and Radioactive Material and the assignment of such rights and obligations pursuant to the DOE Consent, including pursuant to Article VIII of the DOE Standard Contract the (i) one-time fee (plus interest on the outstanding fee balance) for Pre-1983 Spent Nuclear Fuel to be paid after Closing and (ii) any fee on electricity generated by the Facility that is not imposed by the DOE after, or is payable after, the Closing (Seller being responsible to reimburse Buyer, or cause Buyer to be reimbursed, for Liabilities described in default Section 2.04(j)); (h) all Liabilities for any Xxxxx-Xxxxxxxx Act retrospective premium obligations under the secondary financial protection program applicable to the NRC License for the Facility for (i) nuclear worker liability on or prior to or after the --------------- Effective Closing Date or (ii) any Third Party nuclear Liability arising out of any nuclear incident or occurrence on or prior to or after the Closing Date, ; (iiii) all liabilities pertaining Liabilities for retrospective premium obligations under the XXXX account arising from losses incurred by the insurer after the Closing; (j) all Liabilities under the NRC License (i) applicable to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business the ownership and related taxes operation of the Business due Facility relating to the period after the Closing imposed by the NRC, including fees or charges accrued on or after the Closing or (ii) with respect to compliance with any corrective actions imposed after the Closing by the NRC with respect to the 1997 calendar year operation of the Facility after the Closing; (the "1997 Operational Taxes"k) and (v) any and all debts, liabilities Liabilities and obligations expressly allocated to or assumed by Buyer or any Affiliate of Buyer in any Related Agreement; (l) all Liabilities arising under or relating to nuclear Laws or Orders of the Business as conducted on NRC or relating to any Claim in respect of nuclear material arising out of ownership or operation of the Facility and the other Transferred Assets from and after the Closing Date Date, unless expressly excluded pursuant to Section 2.04; (collectively, m) all Liabilities relating to any Claim by a Third Party that arise after the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, commencement of the Seller or the Business, Refueling and do not involve Excluded Disqualifying Conduct against or relating to the Seller Entities or the Transferred Assets such as and including but not limited to (i) accrued income taxesfor damages arising out of or resulting from the use, (ii) deferred income taxes, (iii) a pro rated portion ownership or lease of the 1997 Operational Taxes, (iv) any taxes imposed on Transferred Assets by the Seller because Entities (except to the extent such Claim was, to the Knowledge of the operations of any of their respective businesses or sale of the BusinessSeller, (v) any of the liabilities or expenses of the Seller incurred threatened in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee writing prior to the Closing Date under employee benefits agreements, Refueling); (viin) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by all Liabilities expressly allocated to Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, ; and (ixo) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to Liabilities expressly designated as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities.Liabilities on

Assumption of Liabilities. Subject to At the exceptions Closing, and exclusions as additional consideration for the purchase of this Section 2.6the Assets, the Buyer agrees that shall execute and deliver to the Seller an assumption agreement, in substantially the form of the Assumption Agreement attached hereto as Exhibit A, pursuant to which the Buyer shall agree, subject to Section 2.4 hereof, to pay, perform and discharge when due, to the extent the same are unpaid, unperformed or undischarged on the Effective Closing Date, it will assume all of the liabilities and agree to perform and pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which of the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the use of the Assets and the Telephone Operations (the "Liabilities"), including, without limitation: (a) All liabilities and obligations reflected on the audited balance sheet of ATU as of December 31, 1997 calendar year and the related audited statements of revenues and expenses, retained earnings and changes in financial position for the 12-month period then ended, including the notes thereto (the "1997 Operational TaxesFinancial Statements") and not previously discharged; (vb) any and all debts, All liabilities and obligations incurred in the ordinary course of business and consistent with past practices between January 1, 1998 and the Closing Date; (c) All liabilities and obligations consented to by the Buyer in writing pursuant to this Agreement or otherwise; (d) All liabilities and obligations which arise under the terms of any contract, agreement, license, lease, sales order, purchase order or other commitment which is assigned, or the benefits of which are to be provided, to the Buyer hereunder; (e) All liabilities and obligations incurred in the ordinary course of business and consistent with past practices, whether occurring prior to, on or after the Closing Date, which are not required to be reflected as liabilities on the 1997 Financial Statements under generally accepted accounting principles, consistently applied; (f) All workers compensation, automobile and similar liabilities for personal injuries, in each case to the extent such liability arises from an injury, event or occurrence, whether occurring prior to, on or after the Closing Date; (g) All insurance premiums or other amounts owing to maintain insurance (including self-insurance), or retroactive assessments based upon claims described in the preceding subsection (f); (h) All liabilities and obligations arising out of litigation or administrative proceedings, whether existing prior to, on or after the Closing Date; (i) All liabilities and obligations for sales, transfer or similar taxes arising out of the transactions contemplated by this Agreement; (j) All liabilities and obligations, whether asserted or unasserted, known or unknown, (i) directly or indirectly arising out of or relating to the Business as conducted any claims or controversies pending or threatened, whether prior to, on and or after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of between the Seller and any of its employees, former employees, employees' collective bargaining representatives or the Businessjob applicants, or relating any association or group of such persons, with respect to the Assets such as and including ATU (including, but not limited to, claims or controversies asserted pursuant to (iany federal, state or local constitution, statute, law, regulation, rule, collective bargaining agreement or ordinance relating in whole or in part to the employment of labor and equal employment opportunity) accrued income taxes, or (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) directly or indirectly relating to any taxes imposed on action which the Seller because took or failed to take with regard to such persons and with respect to ATU, whether prior to, on or after the Closing Date; and (k) The liability of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee Alaska Public Employees' Retirement System Plan ("PERS") resulting from the vesting of PERS benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales sale of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described ATU as specified in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the Assumed Liabilities2.3(k) hereto.

Assumption of Liabilities. Subject (a) The Partnership hereby agrees to the exceptions assume, satisfy and exclusions of this Section 2.6, the Buyer agrees that on the Effective Date, it will assume and agree to perform and pay when duedischarge: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted Transferred Assets arising on and or after the Closing Date including those relating to the Contracts; and (ii) annual (but not carried forward) employee liabilities for vacation, holiday and sick pay in the amounts set forth on Schedule 1.3(a) (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein. (b) The Partnership will distribute to Xxxxx River, in accordance with the terms of that certain promissory note, in the original principal amount of $4,400,000, the Assumed Liabilities form of which is attached hereto as Exhibit A (the "$4,400,000 Note"), the amount of $4,400,000 less any Inventory Deficiency (as hereinafter defined) (the "Payment"). (c) The Partnership shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller or the Business, or relating also assume responsibility for claims related to the Assets such as Foam Business and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion covered under standard policies of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee commercial general liability insurance arising from events that occurred prior to the Closing Date under but which have not been reported to and are not known to Xxxxx River on or before the Closing Date. Xxxxx River shall have the right to review, approve and amend, if necessary, the commercial general liability insurance policy when issued by the insurance carrier, which is anticipated within 60 days after Closing, to insure that the policy conforms to this Agreement and the other documents related to the transactions contemplated herein. (d) As of the Closing Date, the Partnership shall assume, and Xxxxx River shall have no further obligation with respect to (i) all employee related liabilities and obligations that are payable on or after the Closing Date with respect to Transferred Employees and their beneficiaries and dependents other than those liabilities and obligations that arose before the Closing Date which are not assumed pursuant to clause (ii) hereafter; and (ii) all employee related liabilities and obligations that arose prior to the Closing Date with respect to the Transferred Employees and their employee benefits agreements, to the extent set forth in Article 11 of the Partnership Agreement. (viie) any obligations incurred It is expressly acknowledged and agreed by the Seller before parties hereto that, except for the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viiiAssumed Liabilities and the liabilities described in Sections 1.3(c) any liabilities or obligations incurred by the Seller in violation of, or as a result and 1.3(d) of the Seller's violation of, this Agreement, (ix) all other liabilities and obligations of Xxxxx River, whether or not related to the Transferred Assets, whether now existing or arising from sales of products in the future, fixed or services before contingent, known or unknown, and attributable to any facts existing on or prior to the Effective Closing Date, including without limitation those arising out of trade accounts payable and litigation matters, shall be and remain the liabilities and obligations of Xxxxx River and shall not be booked as or become a liability of the Partnership. (xf) liabilitiesNotwithstanding Section 1.3(a)(i) hereof or any other provision of this Agreement, costsXxxxx River shall retain, and expenses associated with the litigation described Partnership will assume no liability for, related to, arising out of, under or in Schedule 3.9 hereto (all respect of any Hazardous Substances existing as of the foregoing being ------------ hereinafter collectively referred Closing Date on, in or about the Transferred Assets or the leased premises on which the Transferred Assets are located or any Hazardous Emissions or Handling Hazardous Substances prior to as the "Retained Liabilities"Closing Date at any location (including, without limitation, remote storage, treatment, recycling or disposal sites). Subject to Sections 7.1(E)For the purposes of this Agreement, 7.2 and 9.11 hereof, Buyer the following capitalized terms shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to have the Assumed Liabilities.meanings set forth below:

Assumption of Liabilities. Subject In connection with the transactions contemplated by this Article II, and except as set forth in Section 2.5, Halyard shall, or shall cause the Halyard Parties to assume, and to pay, comply with and discharge all contractual and other Liabilities in accordance with their terms of Xxxxxxxx-Xxxxx or its Subsidiaries arising out of the ownership or use of the Transferred Assets or the operation of the Healthcare Business, whether due or to become due, including: (a) all Liabilities of Xxxxxxxx-Xxxxx and its Subsidiaries that are reflected, disclosed or reserved for on the Balance Sheet, as such Liabilities may be increased or decreased in the operation of the Healthcare Business from the date of the Balance Sheet through the Effective Time; (b) all Liabilities of Xxxxxxxx-Xxxxx and its Subsidiaries under or related to the exceptions and exclusions of this Section 2.6Real Estate Leases, the Buyer agrees that on Personal Property Leases and the Contracts, such assumption to occur as (i) assignee if such Real Estate Leases, Personal Property Leases and Contracts are assignable and are assigned or otherwise transferred to the Halyard Parties, or (ii) subcontractor, sublessee or sublicensee as provided in Section 6.3 if such assignment of such Real Estate Leases, Personal Property Leases and Contracts and/or proceeds thereof is prohibited by law, by the terms thereof or not permitted by the other contracting party; (c) all Liabilities of Xxxxxxxx-Xxxxx and its Subsidiaries in connection with claims of past or current directors, officers, employees, agents, consultants, advisors and other representatives of the Healthcare Business, except as otherwise expressly provided in this Agreement or the Employee Matters Agreement; (d) all Liabilities of Xxxxxxxx-Xxxxx and its Subsidiaries related to any and all Actions asserting a violation of any law, rule or regulation arising out of the operations of the Healthcare Business or the ownership or use of the Transferred Assets, whether before or after the Effective DateTime and all Liabilities relating to Assumed Actions; (e) all Liabilities for which Halyard is liable in accordance with the terms of the Tax Matters Agreement; (f) the Liabilities set forth on Schedule 2.4(f); (g) all Liabilities assumed by Halyard North Carolina, it will assume and agree Inc. pursuant to perform and pay when due: the Lexington Contribution Agreement; (h) all rebate Liabilities arising out of the ownership or use of the Transferred Assets or the operation of the Healthcare Business (the “Rebates”), other than the Retained Rebate Liabilities; (i) all Trade Payables, customer incentive Liabilities that are accrued by Xxxxxxxx-Xxxxx and its Subsidiaries in connection with the ownership or use of the Transferred Assets or the operation of the Healthcare Business; and (iij) all unperformed other Liabilities of Xxxxxxxx-Xxxxx and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes its Subsidiaries arising out of the Business due with respect ownership or use of the Transferred Assets or the operation of the Healthcare Business, whether existing on the date hereof or arising at any time or from time to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and time after the Closing Date (collectivelydate hereof, the "Assumed Liabilities"). Except as otherwise specifically provided and whether based on circumstances, events or actions arising heretofore or hereafter, whether or not such Liabilities shall have been disclosed herein, and whether or not reflected on the Assumed Liabilities shall not include any other debts, liabilities books and records of Xxxxxxxx-Xxxxx and its Subsidiaries or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller Halyard and its Subsidiaries or the Business, or relating to the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred Balance Sheet. The Liabilities described in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any obligations incurred by the Seller before the Effective Date except as otherwise specifically assumed by Buyer pursuant to this Section 2.6, (viii) any liabilities or obligations incurred by the Seller in violation of, or as a result of the Seller's violation of, this Agreement, (ix) liabilities arising from sales of products or services before the Effective Date, and (x) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively 2.4 are referred to in this Agreement collectively as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any damages caused by breaches of representations, warranties, covenants and agreements by Seller relating to the “Assumed Liabilities.”