Common use of Assumption of Liabilities Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Assumption of Liabilities. (a) Subject On and subject to the terms and conditions set forth in of this Agreement, at effective from and after the Closing, Purchaser the Buyer shall assumeassume and agree to pay, payhonor, perform and discharge when due all duties, responsibilities, obligations Liabilities arising out of or liabilities of Seller (whether accrued, contingent or otherwise) relating to be discharged, performed, satisfied or paid on or after the Closing Date (Transferred Assets or the Transfer Date with respect to a Transferred Employee)Business, with respect to other than the following Excluded Liabilities (collectively, the “Assumed Liabilities”):), including the following: (ia) all Liabilities resulting from, arising out of, or relating to the DepositsAssumed Contract Obligations, Transferred IP Assets and the Leased Real Property, including Deposits in IRAs and Xxxxx Accounts any Environmental Liabilities arising prior to, on or after the Closing, with respect to conditions on, under, migrating to or from, or resulting from, arising out of or relating to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Leased Real Property; (iiib) all Liabilities resulting from, arising out of, or relating to the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing operation of the Loans pursuant to Section 2.5; (vi) liabilities to any Business or the ownership of the Transferred Employee in respect of his or her employment with Purchaser Assets, arising prior to, on or after the Transfer DateClosing, including any Environmental Liabilities resulting from, arising out of, or relating to such operation of the Business or ownership of the Transferred Assets; (c) all Liabilities arising out of the Transferred Assets or the Business (other than Excluded Liabilities) 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 Date; (d) all Liabilities related to Inventories in the possession of distributors and sales agents; (e) all Liabilities of the Sellers for unpaid Taxes resulting from, arising out of, or relating to the operation of the Business or the ownership of the Transferred Assets other than as set forth provided in Section 8.72.4(a) and Section 8.4; (f) all Liabilities under or with respect to the Assumed Plans; (g) all Liabilities under or with respect to the Sellers’ Benefit Plans, other employee benefits, employment, consulting, severance, salary, wages and other arrangements for which the Buyer or its Affiliates bear responsibility or Liability as provided in Article VI or by operation of applicable Law; (h) all Liabilities relating or with respect to the Transferred Employees, 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 Transferred Employee, which arise after the Closing, unless the incident or circumstances giving rise to such Liability occurred solely and entirely prior to the Closing, (other than a claim for benefits under the Sellers’ Benefit Plans, to the extent that (i) the Sellers’ Benefit Plan is not an Assumed Plan or (ii) the Buyer or its Affiliates have not assumed Liability relating to such a claim pursuant to Article VI or by operation of applicable Law); and (viii) liabilities for Taxes of, or relating to, the Assets, the Assumed all Liabilities or the business or operation that arise out of the Branches (other than Excluded Taxes)TUPE Measures Claims. (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”).

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

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

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

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

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, agrees to assume and thereafter pay, perform and discharge all the duties, responsibilities, obligations or and liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or that are incurred after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Closing, only with respect to the following (collectively, the “Assumed Liabilities”): (i) the The Deposits, including Deposits in IRAs and Xxxxx IXX Accounts to the extent contemplated by Section 2.4; (ii) The obligations of tenant (but not the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and landlord) arising under the Owned Real PropertyShoregate Ground Lease; (iii) The obligations of tenant (but not the landlord) arising under the Wickliffe Space Lease; (iv) The Personal Property Leases; (v) The Safe Deposit Agreements; (ivvi) the Equipment Leases and the Assumed ContractsThe Overdraft Loans; (vvii) the LoansThe fees and other items for which Purchaser is responsible under Sections 3.4 and 8.2, and any Taxes with respect to the servicing of Assets or the Loans pursuant to Section 2.5; Branches for any taxable period (vior portion thereof) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or that begins after the Transfer Closing Date, including as set forth in Section 8.7; and (viiviii) liabilities The obligations assumed by Purchaser under Section 8.4 of this Agreement, which under no circumstance shall include any liability for Taxes ofany employment, change-in-control or relating to, the Assets, the Assumed Liabilities other severance agreement or the business any payments under any Seller bonus or operation of the Branches (other than Excluded Taxes)incentive program. (b) Notwithstanding anything to the contrary in this Agreement, except as expressly set forth herein, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilitiesliabilities of Seller, or of any of Seller’s Affiliates or subsidiaries, of any kind or nature, known, unknown, contingent or otherwise, including, without limitation, those (i) that do not relate to the Assets or the Liabilities; (ii) attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) prior to the Closing Date in violation of any applicable laws, contracts or fiduciary duties; (iii) attributable to any causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) prior to the Closing Date; (iv) for any Liability of Seller for Taxes other than the items set forth in Section 2.2(a)(vii); (v) for any Transfer Taxes or other costs and expenses arising in connection with the consummation of the transactions contemplated hereby for which Seller is responsible, including Sections 3.4 and 8.2; (vi) for any Liability of Seller for income Taxes arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because Seller is transferring the Assets); (vii) for any Liability of Seller for the unpaid Taxes of any Person under Treasury Regulation §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (viii) any obligation of Seller to indemnify any person or entity by reason of the fact that such person or entity was a director, officer, employee, or agent of Seller or any of its AffiliatesAffiliates or was serving at the request of any such entity as a partner, other than trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement, or otherwise); (ix) for any Liability of Seller or any Affiliate for costs and expenses incurred in connection with this Agreement and the Assumed Liabilities transactions contemplated hereby; (x) for any Liability or obligation of Seller under this Agreement; (xi) any matters excluded pursuant to Section 7.10; (xii) relating or arising out of any deposit excluded under the definition of Deposit, including Kxxxx Account deposits; (xiii) the special FDIC premium assessment effective as otherwise of June 30, 2009 and payable on September 30, 2009 (“FDIC Special Assessment”); or (xiv) arising from circumstances, events or conditions prior to the Closing Date and not expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, collectively the “Excluded Liabilities”).

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

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

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

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

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

Assumption of Liabilities. (a) Subject Buyer shall not assume or be liable or obligated to pay any debts, liabilities, or obligations of any kind related to the terms and conditions set forth in this AgreementAssets, at the ClosingProperty or Seller's Business, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to except the following (collectively, the “Assumed Liabilities”): (i) any and all liabilities, obligations and commitments relating to the DepositsAssets that arise, including Deposits in IRAs and Xxxxx Accounts accrue or are incurred after the Closing by Buyer, except for the following category of liabilities related to Seller's ownership of the Assets that arise, accrue or are incurred after the Closing Date: (a) Environmental Liabilities for periods prior to Buyer's ownership of the Assets whether arising before or after the Closing Date, to the extent contemplated such Environmental Liabilities are subject to Seller's indemnity under Section 10.1(vi); (b) liabilities for Taxes relating to or arising out of the Seller's Business or related to the Assets accruing, or with respect to any event or time period occurring, at or prior to Closing; (c) liabilities in respect of Seller's employees or employee plans; and (d) intercompany accounts payable by Section 2.4;Seller. (ii) any and all liabilities, obligations and commitments arising out of the Personal Propertyagreements, Branch Leases, Tenant Leases, Tenant Security Deposits Contracts and the Owned Real Property;commitments set forth on Schedule 4.11. (iii) the Safe Deposit Agreements; (iv) the Equipment Leases any and the Assumed Contracts; (v) the Loansall liabilities, obligations, and the servicing commitments associated with any contract, agreement or instrument to which Seller is a party, related to or arising out of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer DateReal Property, including as Leases, Rights-of-Way and Personal Property set forth in Section 8.7; and (viiSchedules 4.14(i), 4.14(ii), 4.14(iii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxesand 4.14(iv). (b) . Notwithstanding anything to the contrary in this AgreementSection 3.3, Purchaser Seller shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than have the Assumed Liabilities or obligation to indemnify Buyer as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”)provided for in Section 10.1.

Assumption of Liabilities. (a) Subject to On the terms and subject to the conditions set forth in this Agreementherein, at the Closing, Purchaser Acquirer shall assume, assume from Seller and thereafter pay, perform or otherwise discharge in accordance with their terms, and discharge all dutiesshall hold Seller and its Affiliates harmless from, responsibilities, obligations or those liabilities (and only those liabilities) of Seller (whether accrued, contingent or otherwisespecified on Schedule 2.02(a) to be discharged, performed, satisfied or paid on or after the Closing Date this Agreement (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything Seller shall retain, and shall be responsible for paying, performing and discharging when due, and shall hold Acquirer and its Affiliates harmless from, all liabilities of Seller other than the Assumed Liabilities, including, without limitation, (i) any liabilities relating to the contrary in this AgreementBenefit Plans, Purchaser shall not assume (ii) any liabilities, including, without limitation, any liabilities arising under WARN, COBRA or be bound any other Law pertaining to employees generally, and any employee severance liabilities, relating to the employment or termination of employment by Seller up to and through the Closing Date of any dutiesTransferred Employee, responsibilities(iii) any liabilities, obligations including, without limitation, any liabilities arising under WARN, COBRA or any other Law pertaining to employees generally, and any employee severance liabilities, relating to the employment or termination of employment by Seller, whether on, prior to or after the Closing Date, of any kind or nature, known, unknown, contingent or otherwise, employee of Seller or any of its AffiliatesAffiliates who does not become a Transferred Employee, other than (iv) any liabilities relating to any Liens on the Transferred Assets, including, without limitation, any Permitted Liens, and (v) those liabilities and obligations, including, without limitation, liabilities and obligations arising under (A) contracts between Seller and third parties that are not Assumed Liabilities or as otherwise expressly assumed hereunder Contracts and (all dutiesB) the Deferred Compensation Plan, responsibilities, obligations and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, set forth on Schedule 2.02(b) to this Agreement (the “Excluded Retained Liabilities”).

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

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

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

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

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

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

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

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

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

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

Assumption of Liabilities. (a) Subject to At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at Buyer shall assume and hereby agrees to pay, perform, observe and discharge fully and timely, effective as of the Closing, Purchaser shall assumeall liabilities, payobligations and commitments, perform and discharge all dutiesknown or unknown, responsibilitiesasserted or unasserted, absolute or contingent, of each U.S. Seller to the extent exclusively related to or arising out of the U.S. Business or the Assets, whether arising before, at or after the Closing, other than liabilities, obligations or liabilities commitments constituting Excluded Liabilities (as defined in Section 1.05) (collectively, the liabilities, obligations and commitments so assumed being referred to as the "Assumed Liabilities"). To the extent that any U.S. Seller or any affiliate of any U.S. Seller pays any Assumed Liability following the Closing, Buyer shall reimburse IMC for any amount so paid immediately upon demand. Without limiting the generality of the foregoing, except to the extent such liabilities, obligations, and/or commitments constitute Excluded Liabilities, the following liabilities, obligations and commitments constitute Assumed Liabilities: (whether accrueda) all liabilities, contingent obligations and commitments of each U.S. Seller under or otherwisein respect of the U.S. Real Property, Leasehold Interests, Equipment, Inventory, Assigned Contracts, Purchase Orders, Licenses, Intellectual Property, the Industrial Revenue Bonds and Warranties and the applicable portions of each Dividable Contract; (b) all unpaid accounts payable of each U.S. Seller to the extent exclusively related to the U.S. Business and all accrued expenses of each U.S. Seller to the extent exclusively related to the U.S. Business; (c) without limiting Article VIII hereof, (i) all liabilities, obligations and commitments of each U.S. Seller to Employees (as defined in Section 8.01) and (to the extent accrued on the Final Closing Statement (as defined in Section 2.04(d)) persons formerly on the payroll of the U.S. Business (or any predecessor payroll) relating to compensation, commissions, incentive payments, and bonuses (except to the extent arising from the Success Bonus Agreements), (ii) all liabilities, obligations and commitments of the U.S. Sellers to Employees for severance pay resulting from the termination of employment with a U.S. Seller in connection with the transactions contemplated by this Agreement (including severance obligations arising out of the collective bargaining agreements relating to the Lockport, New York or Elyria, Ohio plants to which a U.S. Seller is a party), and (iii) all liabilities, obligations and commitments of each U.S. Seller for severance pay to persons formerly on the payroll of the U.S. Business (or any predecessor payroll) to be dischargedthe extent accrued on the Final Closing Statement. (d) all liabilities, performedobligations and commitments arising from litigation, satisfied arbitration, administrative and other proceedings (other than workers' compensation and health insurance/benefit claims) pending or paid threatened against the U.S. Business or the Assets and all performance obligations under any product recall or any non-financial settlement obligation exclusively related to the U.S. Business; (e) all liabilities, obligations and commitments arising from any workers' compensation and health insurance/benefit claims related to the U.S. Business asserted on or after the Closing Date (as defined in Section 3.01) (regardless, in the case of workers' compensation claims, of when the alleged injuries were incurred) other than (i) workers' compensation claims asserted by persons employed at the Lockport, New York plant (the "Lockport Plant") that relate to injuries incurred prior to the Closing Date, (ii) workers' compensation claims resulting from accidents occurring prior to the Closing Date that cause death or loss of limbs or other severe physical injuries (e.g., broken backs or other physical injuries requiring hospitalization other than on an outpatient basis), and (iii) health insurance/benefit claims asserted by persons employed by the Transfer Date U.S. Sellers at the Lockport Plant (except to the extent any such persons are employed by Buyer, in which case Buyer shall be liable for such health insurance/benefit claims in accordance with the terms of Section 8.06), each of which shall be the sole responsibility of the U.S. Sellers; (f) any claims (including product liability and infringement claims, liabilities for customer deductions and refund and replacement obligations with respect to a Transferred Employeeproducts) relating to goods sold or services provided by the U.S. Business before, on or after the Closing Date; (g) any claims (other than claims retained by the U.S. Sellers pursuant to Section 1.05(e) and Section 1.05(j)) asserted by Employees, by persons formerly on the payroll of the U.S. Business (or any predecessor payroll), with respect or by dependents of such Employees or former employees, for acts or omissions occurring on or before the Closing Date; (h) all liabilities, obligations and commitments relating to the following ownership, operation or condition of the tangible Assets (collectivelyincluding environmental conditions) before, on or after the “Assumed Liabilities”):Closing Date or arising from the transfer of the Assets to Buyer; (i) vacation, personal time off and sick time accrued by the DepositsU.S. Sellers as of the Closing Date for all Employees hired by Buyer ("Accrued Vacation"); (j) all liabilities for Taxes attributable to the U.S. Business or the Assets, including Deposits other than Excluded Taxes (as defined in IRAs Section 4.01(i)), the U.S. Sellers' share of prorated Taxes under Section 2.03 and Xxxxx Accounts the U.S. Sellers' share of Transfer Taxes pursuant to Section 3.03; (k) any liability, obligation or commitment of any U.S. Seller to pay or perform any liability, obligation or commitment (i) pursuant to any guaranty or obligation or Lien (as defined in Section 4.01(k)) on, or in respect of, any collateral of any U.S. Seller (other than the Assets) to ensure performance given or made by any such U.S. Seller to the extent contemplated by Section 2.4; exclusively in connection with the U.S. Business (including pursuant to a letter of credit or surety bond), or (ii) that otherwise arises as a matter of law or contract to the Personal Propertyextent exclusively in connection with the U.S. Business, Branch Leases, Tenant Leases, Tenant Security Deposits and but in no event shall the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing provisions of the Loans pursuant this subsection include any obligation to Section 2.5; (vi) liabilities to repay any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7borrowed money; and (viil) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or be bound by any duties, responsibilities, obligations or all liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities commitments of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, U.S. Sellers reflected on the “Excluded Liabilities”)Final Closing Statement.

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

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

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

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

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at the Closing, Purchaser shall assume, pay, perform and discharge all duties, responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to be discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including Except as set forth in Section 8.7; and 1.5(b), neither Purchaser nor any affiliate of Purchaser shall assume any Liabilities of Seller or any Subsidiary of Seller (vii) liabilities for Taxes of, whether or relating to, not related to the Assets, the Assumed Liabilities Business or the business Transferred Assets), including, but not limited to: (i) any Tax Liabilities of Seller or operation any Subsidiary of Seller; (ii) any Liabilities of Seller or any Subsidiary of Seller relating to accounts payable, accrued liabilities, indebtedness, legal services, accounting services, financial advisory services, investment banking services or other professional services performed in connection with the sale of the Branches Transferred Assets; (iii) any wages or salaries or other than Excluded TaxesLiabilities relating to any employee of Seller or any Subsidiary of Seller, including the Retained Employment Liabilities (as defined in Section 9.1(c)) but excluding any Post-Hiring Date Employment Liabilities; (iv) any Liability of Seller or any Subsidiary of Seller under the Shared Seller Contracts; and (v) any other Liabilities of Seller or any Subsidiary of Seller. (b) Notwithstanding anything Section 1.5(a), Purchaser and/or (at Purchaser’s discretion) an affiliate of Purchaser shall assume the following obligations and liabilities (the “Assumed Liabilities”): (i) the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under the Standard Merchant Agreements and the Other Business Contracts; (ii) the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under the Shared Seller Contracts to the contrary extent that such obligations relate to the Business Offerings only; (iii) if and only if the Seller Contract identified in item #1 on Schedule 4.10 has been amended as set forth on Schedule 4.10 prior to the Closing, the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under the Australian Contracts, to the extent that such obligations relate to the Business Offerings only; (iv) the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under any other Seller Contracts relating to the Business entered into during the Pre-Closing Period in full compliance with Sections 4.2(d), 4.2(e)(i) and 4.2(e)(ii); and (v) the obligations of Seller or, if applicable, the applicable Subsidiary of Seller, under any other Seller Contracts relating to the Business that are entered into during the Pre-Closing Period to the extent that Purchaser notifies Seller at any time (either before or after the Closing) that such Seller Contracts are Transferred Assets, but in any case (under clauses “(i),” “(ii), “ “(iii),” “(iv)” and “(v)” of this Agreementsentence) only to the extent that such obligations: (A) arise after the Closing Date; (B) do not arise from or relate to any breach by Seller or any Subsidiary of Seller of any provision of any of such Contracts; (C) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any of such Contracts; and (D) are ascertainable (in nature and amount) solely by reference to the express terms of such Contracts; provided, however, that Purchaser shall not assume or be bound by any duties, responsibilities, obligations or liabilities, of have any kind or nature, known, unknown, contingent or otherwise, of rights under any Seller or any of its Affiliates, other than the Assumed Liabilities or Contract that is a Specified Asset (as otherwise expressly assumed hereunder (all duties, responsibilities, obligations defined in Section 10.1(a)) until such time as such Seller Contract is deemed to have been assigned and liabilities of Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”transferred to Purchaser in accordance with Section 10.1(a).

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

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

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

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

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

Assumption of Liabilities. (a) Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser shall assume, effective as of the Closing, and shall pay, perform and discharge all dutieswhen due, responsibilitiesthe following obligations, obligations liabilities and commitments of any nature, whether known or liabilities of Seller (whether unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwiseotherwise and whether due or to become due (collectively, “Liabilities”),, in each case solely to the extent each such Liability (x) to be discharged, performed, satisfied or paid on or first arises after the Closing Date and (y) arises out of, relates to or are in respect of events, occurrences or states of fact existing or occurring after the Transfer Date with respect to a Transferred Employee)Closing, with respect to the following and excluding in all cases any Retained Liabilities (collectively, the “Assumed Liabilities”): (i) all Liabilities under the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4Transferred Contracts; (ii) all Liabilities to the Personal Propertyextent arising out of, Branch Leasesrelating to or in respect of any and all services and products manufactured or sold by the Business from and after the Closing, Tenant Leasesincluding any such Liabilities for refunds, Tenant Security Deposits adjustments, allowances, repairs, exchanges, returns and the Owned Real Propertywarranty, product liability, merchantability and similar claims or suits, actions or proceedings (a “Proceeding”) relating to any such Liabilities; (iii) all Liabilities (including any defense costs, third-party legal fees and similar expenses) in respect of Proceedings and claims to the Safe Deposit Agreementsextent arising out of, relating to or in respect of the Transferred Assets, the Business or the operation or conduct of the Business; (iv) all Taxes to the Equipment Leases and extent arising out of, relating to or in respect of the Assumed ContractsTransferred Assets, the Business or the operation or conduct of the Business by Purchaser for all Post-Closing Tax Periods; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5;all Included Taxes; 101951134.15 (vi) liabilities all Liabilities relating to Transferred Intellectual Property, and all Claims relating to Transferred Intellectual Property; (vii) all Liabilities arising out of any purchase, service or promotion order issued pursuant to any Transferred Employee Contract; (viii) all Liabilities associated with or arising in connection with the deferred revenue of the Seller or the applicable Seller Subsidiary set forth in Section 1.04(a)(viii) of the Seller Disclosure Schedule to the extent that the Seller or the applicable Seller Subsidiary has received payment from the customer with respect to such Liabilities prior to the Closing and has transferred the amount of such payment to Purchaser pursuant to Section 1.02(a)(viii); and (ix) all other Liabilities to the extent arising out of, relating to or in respect of, the Purchaser’s operation of his the Transferred Assets or her employment the Business after the Closing, including any Liability of Purchaser or its affiliates with Purchaser respect to a Transferred Employee that arises on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, time such Transferred Employee becomes an employee of Purchaser or relating to, the Assets, the Assumed Liabilities or the business or operation one of the Branches (other than Excluded Taxes)its affiliates. (b) Notwithstanding anything to the contrary in any other provision of this Agreement, Purchaser shall not assume or any Retained Liability, each of which shall be bound retained and paid, performed and discharged when due by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller or any of its Affiliates, other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and liabilities of applicable Seller or any of its Affiliates, other than the Assumed Liabilities or other obligations expressly assumed hereunder, the Subsidiary. The term “Excluded Retained Liabilities”).” means:

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

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

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

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

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

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

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

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

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

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

Assumption of Liabilities. (a) Subject to the terms and conditions set forth in this Agreement, at At the Closing, Purchaser the Buyer shall assume, pay, perform discharge and discharge perform, in accordance with the respective terms thereof, and indemnify the Company and its affiliates with respect to, all duties, responsibilitiesliabilities, obligations or liabilities of Seller and commitments (whether direct or indirect, matured or unmatured, known or unknown, absolute, accrued, contingent or otherwise) of the Company, including, without limitation, all Transfer Taxes, the Intercompany Debt and all liabilities, obligations and commitments under the Company Contracts (including, without limitation, the Franchise Agreements), the Employee Protection Plan and the Authorizations or arising out of or relating to be dischargedthe ownership or operation of the Subject Assets, performedwhether arising before, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee)Date, with respect to the following other than Excluded Liabilities (collectively, the “Assumed Liabilities”): (i) the Deposits, including Deposits in IRAs and Xxxxx Accounts to the extent contemplated by Section 2.4; (ii) the Personal Property, Branch Leases, Tenant Leases, Tenant Security Deposits and the Owned Real Property; (iii) the Safe Deposit Agreements; (iv) the Equipment Leases and the Assumed Contracts; (v) the Loans, and the servicing of the Loans pursuant to Section 2.5; (vi) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vii) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Branches (other than Excluded Taxes"ASSUMED LIABILITIES"). (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall The Buyer will not assume or be bound have responsibility for the following liabilities or obligations of the Company (collectively, the "EXCLUDED LIABILITIES"): (i) any Taxes for which Buyer is not responsible under Article VII hereof; (ii) the legal, accounting and investment banking fees or expenses incurred by any duties, responsibilities, obligations or liabilities, of any kind or nature, known, unknown, contingent or otherwise, of Seller the Company or any of its Affiliates, affiliates in connection with the transactions contemplated by this Agreement; (iii) all liabilities of the Company arising under the Excluded Contracts (other than as provided in Sections 4.14(a) and 4.16); (iv) any amounts payable under the Employee Retention Plan; (v) the upstream guaranty of the Company referred to in Section 4.13(b); (vi) any intercompany accounts owed by the Company (other than the Assumed Liabilities or as otherwise expressly assumed hereunder Intercompany Debt), including, without limitation, those referred to in Section 4.10; and (all duties, responsibilities, obligations and vii) any liabilities of Seller or any of its Affiliates, directly relating to the Excluded Assets (other than the Assumed Liabilities or other obligations expressly assumed hereunder, the “Excluded Liabilities”as provided above in this Section 1.6(b)).

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

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

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

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

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

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

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

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

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

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

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