Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising.

Assumption of Liabilities. On the terms and subject to the conditions set forth herein and in partial consideration of the sale of the Transferred Assets, at the Closing, Buyer shall agree to assume and discharge ------------------------- or perform when due all debtsthe Assumed Liabilities; it being understood that the assumption of an Assumed Liability shall, liabilities and obligations except as otherwise allocated by Buyer in a manner consistent with the like allocations of Seller arising Friendco pursuant to the Friendco Purchase Agreement (provided, that the effect of any such allocation so directed by Buyer that is different than the allocation that would occur in the absence of such direction shall be disregarded for the purposes of making any determination with respect to periods subsequent to (x) the representations, warranties or covenants of Seller herein, (y) the Closing Date under any franchiseAdjustment Amount and (z) the satisfaction of the conditions set forth in Article VI, licensein each case, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that such determination would be different (but in the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval case of the parties granting Closing Adjustment Amount, only to the Additional Agreements to Seller's transfer of extent the Additional Agreements to Buyer, whereupon aggregate Closing Adjustment Amount and the Additional Agreements shall be deemed to be included Closing Adjustment Amount (as defined in the assets to Friendco Purchase Agreement) would be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims"different) arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval such direction), be allocated among each of the parties granting Specified Businesses and the Additional Agreements Friendco Business in the following manner: if such Assumed Liability is (i) Related only to Seller's transfer a single Specified Business and not to the Friendco Business, to such Specified Business, (ii) included in the Group 1 Shared Assets and Liabilities pursuant to Schedule 1.1(h) of the Additional Agreements to Buyer. Anything herein Seller Disclosure Schedule, to the contrary notwithstandingGroup 1 Business, there is hereby excluded from (iii) included in the assumed obligationsGroup 2 Shared Assets and Liabilities pursuant to Schedule 1.1(h) of the Seller Disclosure Schedule, to the Group 2 Business, (iv) solely Related to the Friendco Business or allocated to the Friendco Business pursuant to Schedule 1.1(f) of the Seller Disclosure Schedule (as defined in the Friendco Purchase Agreement), to the Friendco Business and Seller hereby agrees (v) not allocated pursuant to retain and dischargeclause (i), (ii), (iii) or (iv), then to the Friendco Business, to the extent Related to the Friendco Business, to the Group 1 Business, to the extent Related to the Group 1 Business, and to indemnify and hold Buyer harmless from and againstthe Group 2 Business, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior Related to the Closing Date for Group 2 Business (which no reduction of allocations shall be made in each case after giving effect to the Purchase Price has been made allocations to each such Friendco Business and Specified Business pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingDesignated Allocation).

Assumption of Liabilities. Buyer At the Closing, Purchaser shall assume and agree to assume perform and discharge ------------------------- as of the Closing the following Liabilities of each Seller to the extent not previously performed or discharged, and no others: (i) all debtsLiabilities of each Seller which are to be performed from and after the Closing under the Assumed Contracts, liabilities and obligations of Seller arising with respect but only to the extent such Liabilities relate to periods subsequent or goods or services provided to the Closing Date under any franchise, license, permit, lease, instrument Purchaser on or agreement transferred to Buyer hereunder and, with respect to periods prior to and including after the Closing Date, to assume and discharge all obligations of Seller to the extent provided that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer Purchaser shall not assume any Liabilities arising out of any breach by either Seller of any provision of any Assumed Contract, (ii) all Liabilities of each Seller entered into during the -------- ------- Additional Agreements until period from the date hereof to the Closing by such Seller has obtained that were identified by such Seller in writing as Assumed Liabilities and consented to in writing by Purchaser, (iii) all Liabilities in connection with the approval Deposits and (iv) accrued property Taxes relating to the Purchased Assets for the period prior to the Closing (such items (i) through (iv) are collectively referred to herein as the "ASSUMED LIABILITIES"). The Assumed Liabilities shall specifically exclude all other Liabilities of any Seller or the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses Seller Business (the "Indemnifiable ClaimsEXCLUDED LIABILITIES"), including (x) all Liabilities in connection with, resulting from, or arising by reason of out of, directly or indirectly, the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Purchased Assets or Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods Business prior to the Closing Date for which no reduction of Date, other than the Purchase Price has been made pursuant to Paragraph 4(bAssumed Liabilities, and (y) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions all Liabilities relating to any period before Seller has obtained System Employee Benefit Plan. For purposes of clarity, the approval parties hereby acknowledge that neither the Assumed Liabilities nor the Excluded Liabilities will include any Liabilities in connection with, resulting from, or arising out of, directly or indirectly, Purchaser's ownership, operation, or control of the parties granting Purchased Assets or the Additional Agreements to Seller's transfer Seller Business from and after the Closing Date, and that such Liabilities will be the responsibility of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingPurchaser.

Assumption of Liabilities. Buyer (a) Purchaser shall, and shall agree cause its Subsidiaries to, assume, honor, pay and perform any and all Liabilities of Seller, or any of its Subsidiaries, to assume or in respect of any Transferred Employee for accrued but unpaid vacation benefits listed in Section 6.02(a) of the Seller Disclosure Schedule (as such amounts may be adjusted as of the Closing). Effective from and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including after the Closing Date, to Purchaser and its Subsidiaries shall assume and discharge be solely responsible for all obligations employment and employee benefits-related Liabilities that arise on or after the Closing Date and that relate to any Transferred Employee (or any dependent or beneficiary of such Transferred Employee) and neither Seller nor any of its Subsidiaries shall have any Liability with respect to any such Transferred Employee (or any dependent or beneficiary of such Transferred Employee) that relates to such Transferred Employee’s employment with Purchaser or any of its Subsidiaries, except that Seller and its Subsidiaries shall retain any Liabilities that arise at any time under the Seller Benefit Plans. (b) Seller agrees that it shall be solely responsible for satisfying the continuation coverage requirements of Section 4980B of the Code for all “M&A qualified beneficiaries,” as such term is defined in Treasury Regulation 54.4980B-9. (c) Except as specifically provided in this Article VI, Seller and its Subsidiaries shall retain and be solely responsible for all employment Liabilities of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against such Liabilities were incurred or arose at any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods time prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating that relate to any period before Employee (including any Transferred Employee). Seller has obtained the approval and its Subsidiaries shall retain and be solely responsible for all employee benefits related Liabilities of the parties granting the Additional Agreements to Seller's transfer Sellers, any of the Additional Agreements to Buyerits Subsidiaries, and (c) any debt, liability Seller Benefit Plan or obligation any Benefit Plan of Seller not expressly assumed hereunder, whenever arisingan ERISA Affiliate regardless of when such Liabilities arose or were incurred.

Assumption of Liabilities. Buyer (a) At the Closing, Purchaser shall agree to assume and discharge ------------------------- all debts, (i) the contractual liabilities and obligations of Seller arising with respect to periods subsequent to from and after the Closing Date under or in respect of the Ground Lease, the Xxxxx Sublease, the Leases (including any franchiseobligation to refund any Security Deposits), licensethe REA, permit, lease, instrument or agreement transferred to Buyer hereunder and, the Anchor Subleases and the Assumed Contracts (with respect to periods prior to and including the Closing Date, to assume and discharge all obligations liability of Seller Purchaser being limited in each case to the extent that the Purchase Price same extent, if any, as Seller's liability is reduced pursuant to Paragraph 4(b) hereof; limited thereunder), provided, however, that Buyer Purchaser shall not assume the -------- ------- Additional Agreements until (and Seller has obtained the approval of the parties granting the Additional Agreements shall retain) any liabilities and obligations that relate to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller arise from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstandingdefault, there is hereby excluded from the assumed obligationsbreach or claim which arose, and Seller hereby agrees to retain and dischargeaccrued, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability occurred or obligation arising with respect to periods existed prior to the Closing Date for which no reduction and (ii) other liabilities and obligations herein described to the extent Purchaser has received proration credit therefor. All of the Purchase Price has been made obligations to be assumed by Purchaser pursuant to Paragraph 4(bthis Section 2.3(a) hereof, are hereinafter referred to as the "Assumed Liabilities". (b) out Except as otherwise herein expressly provided, Purchaser is not assuming and shall not by virtue of the consummation of the Transactions be deemed to have assumed any debtliabilities or obligations of Seller, liability whether or obligation arising not the same relate to the Property or were incurred in connection with the ownership, use, management or operation thereof by Seller or by its agents (collectively, "Seller's Liabilities"). Without limiting the foregoing, Seller's Liabilities shall include (i) all federal, state and local taxes of whatever kind and nature assessed against, incurred by or due from Seller or assessed against the Property and due and payable prior to the Closing Date (other than real estate taxes and assessments on real property for which Purchaser has received credit under the Additional Agreements arising as a result of actions Article VI), (ii) liabilities relating to any period before Seller has obtained employees, employee benefit plans or collective bargaining agreements of Seller, including without limitation compliance with all applicable laws, rules and regulations in connection with employment, benefits and labor issues, severance obligations, and liabilities or expenses relating to the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyerclaims disclosed on Schedules 7.1(g), (h), (m) and (bb), and (ciii) liabilities with respect to any debtlitigation, liability proceedings or obligation of Seller not expressly assumed hereunder, whenever arisingclaims against Seller.

Assumption of Liabilities. From and after the Closing Date, Buyer shall agree to assume and discharge ------------------------- all debtsperform the following: (a) All accounts payable, liabilities accrued expenses and other obligations for which the Seller is responsible as of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume same were incurred in the -------- ------- Additional Agreements until Seller has obtained the approval ordinary course of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods ’s Business prior to the Closing Date Date; (b) Seller’s actual future lease costs for which no reduction its closed Denver, Colorado store and deferred lease costs in connection therewith to the extent of the Purchase Price accrual for same on the books of the Seller as of the Closing Date; and (c) Seller’s obligations that accrue on or after the Closing Date under the Material Agreements and the Real Estate Agreements (whether or not the Lessor has been made pursuant consented to Paragraph 4(bthe assignment thereof to Buyer). (d) hereofExcept for the liabilities described in Sections 2.3(a), (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt(the “Assumed Liabilities”), liability Buyer assumes no obligations or obligation liabilities of Seller not expressly assumed in connection with the transactions contemplated by this Purchase Agreement. Without limiting the generality of the foregoing, Seller shall be solely responsible for payment promptly when due of all amounts at any time owing by Seller with respect to the Business of Seller, both before and after the Closing, whether accrued or contingent, known or unknown, other than the Assumed Liabilities, including, without limitation, liabilities arising out of the provision by Seller of goods or services prior to the Closing, obligations for any of Seller’s Taxes. Seller agrees that it will, forthwith after receipt, transfer and deliver to Buyer any mail or other documents received by Seller relating to any of the Assumed Liabilities transferred to Buyer hereunder, whenever arisingsuch mail and documents to be delivered in the form and condition in which received, except for the opening of any envelope or package.

Assumption of Liabilities. Buyer Effective as of the Second Closing, the Seller shall agree to not have any liability or obligation with respect to, and Purchaser shall assume and thereafter pay, perform and discharge ------------------------- all debtswhen due, liabilities and obligations of Seller arising with respect to periods subsequent without recourse to the Closing Date Seller, the Liabilities arising under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to the Purchased Contracts and the Assumed Boulder Leases (including the Closing Datereplacement of any security deposit, line of credit or other surety held by the landlord(s) under the Assumed Boulder Leases to assume and discharge all obligations ensure performance of Seller the Assumed Boulder Leases) solely to the extent that such obligations require performance after the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedSecond Closing (which, howeverfor the avoidance of doubt, that Buyer shall not assume include any obligations and Liabilities arising out of or relating to a breach by the -------- ------- Additional Agreements until Seller has obtained or its Subsidiaries that occurred prior to the approval of Second Closing Date and any Liabilities which are Retained Liabilities, collectively, the parties granting “Assumed Liabilities”). Parent shall cause Purchaser to, and Purchaser shall, pay, perform and discharge when due, without recourse to the Additional Agreements Seller, all Assumed Liabilities related to Seller's transfer of the Additional Agreements to BuyerPurchased Assets which arise after the Second Closing Date. Parent and Purchaser shall indemnify, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify defend and to hold harmless the Seller, its Affiliates, and their respective officers, directors, employees, successors and assigns from and against any and all claims, losses, liabilities, damages, costsdeficiencies, claims interest and penalties, Taxes, costs and expenses, including losses resulting from the defense, settlement and/or compromise of a claim and/or demand and/or assessment, reasonable attorneys’, accountants’ and expert witnesses’ fees, costs and expenses of investigation hereafter (the "Indemnifiable Claims") individually a “Loss” and collectively “Losses”), arising by reason of the ownership, operation in connection with or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingAssumed Liabilities.

Assumption of Liabilities. Buyer (a) On the terms and subject to the conditions contained herein, on the Closing Date, the Purchasers shall agree to jointly and severally assume and agree thereafter to pay, perform and discharge ------------------------- all debts, only (i) the obligations and liabilities and obligations of Seller arising with respect to periods subsequent to remaining unpaid or unperformed on the Closing Date under the Assumed Contracts and the Assumed License Agreements; and (ii) the Seller's accrued liability for vacation in respect of its employees. The liabilities described in (i) and (ii) of the preceding sentence shall be collectively referred to herein as the "ASSUMED LIABILITIES." (b) Except for the Assumed Liabilities, neither Purchaser shall assume or have any franchiseresponsibility for any other liability, licenseobligation or commitment of any nature, permitwhether now or hereafter existing of Seller or Shareholders (the "EXCLUDED LIABILITIES") and Seller or Shareholders, leaseas the case may be, instrument shall be responsible for any payment, settlement or agreement transferred discharge of all such liabilities, obligations or commitments which are not Assumed Liabilities, including but not limited to Buyer hereunder andthe following: (i) accounts payable of Seller incurred prior to and as of the Closing Date; (ii) liabilities for any income, business, occupation, property, sales or use, withholding or similar tax or taxes of any kind of the Seller or attributable to or pertaining to (1) the Transferred Assets or (2) the Business of the Seller with respect to periods any period or portion of any period ending prior to and the Closing Date; (iii) liabilities for any income, business, occupation, sales or use, withholding or similar tax or taxes of any kind relating to the sale of the Transferred Assets hereunder or under the Asset Contribution Agreement; (iv) any liability concerning storage, disposal, treatment or spillage of Hazardous Materials (as defined below) or any other liability relating to environmental matters; (v) save in respect of the Assumed Liabilities, any contingent liabilities of Seller pertaining to the ownership, distribution or use of any of Seller's Intellectual Property sold or licensed prior to or on the Closing Date not identified on Schedule 1.3; (vi) any liabilities, obligations or commitments of Seller under any Seller employee contracts or benefit plans other than accrued vacation; (vii) any tort liability, including liabilities based on theories of strict liability or product liability, arising from the Seller's business, its assets, or the operation thereof arising from events, actions or inactions occurring prior to the Closing Date; and (viii) any obligation of Seller in respect of employees or other service providers of Seller arising on or prior to the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedincluding, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and againstwithout limitation, any and all Indemnifiable Claims to the extent they arise obligations in respect of (ai) out of any debt, liability severance pay or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(barrangements; (ii) hereof, workers compensation; (biii) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, wrongful termination; (iv) discrimination; and (cv) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingexecutive reimbursements.

Assumption of Liabilities. (a) As consideration for the purchase of the Purchased Assets, Buyer shall agree hereby assumes, and agrees to assume perform, and otherwise pay, satisfy and discharge ------------------------- all debts, existing and future liabilities and obligations of Seller arising with respect to periods subsequent the Sumotext Business including all accounts payable and accrued liabilities, accrued expenses, deferred revenues and notes payable (including those notes payable to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including Buyers) existing on the Closing Date, including but not limited to assume $400,000 payable to Xxxxxxx Xxxxxx and $160,000 payable to Xxx Xxxxxxxxx, as well as an aggregate of $150,000 payable to Xxxxx Xxxx (the assignment of which is evidenced by a separate Assignment Agreement entered into by and between Company, Xx. Xxxx and Newco), as well as all outstanding warrants, options and/or convertible securities of the Company, including those warrants held by Xxxxx Xxxx, Xxxx Xxxxxx and Xxxxxxx Xxxxxx (which are evidenced by separate Assignment Agreements, attached as Exhibits hereto), on the Closing Date (the “Assumed Liabilities”). Seller also agrees to assign any and all claims, causes of action, and affirmative defenses which it ever had, now has, or hereafter may have, whether currently known or unknown relating to the Assumed Liabilities to Buyer. (b) As further consideration for the purchase of the Purchased Assets, Buyer hereby assumes, and agrees to perform, and otherwise pay, satisfy and discharge all existing and future liabilities and obligations of Seller the Sumotext Business (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to the extent that the Purchase Price is reduced pursuant to Paragraph 4(bbecome due), including (a) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval all liabilities of the parties granting Seller for transfer, sales, use, and other non-income taxes arising in connection with the Additional Agreements to Seller's transfer consummation of the Additional Agreements transactions contemplated hereby, and (b) all liabilities and obligations of the Seller under the agreements, contracts, leases, licenses, and other arrangements referred to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets definition of Purchased Assets, including but not limited to be assumed by any claims, debts, expenses, liabilities, and claims or legal fees whatsoever associated with or incurred as a result of such Assumed Liabilities (collectively the “Assumed Liability Expenses”), and that Newco and Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not will forever indemnify and hold harmless Seller the Company and Sebring against such Assumed Liabilities and any Assumed Liability Expenses following the Closing. (c) Effective as of the Closing, Sebring and the Company hereby agree to assume, and agree to perform, and otherwise pay, satisfy and discharge all existing and future liabilities and obligations relating to the Company, separate from the Assumed Liabilities (the “Non-Assumed Liabilities”) (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including but not limited to any ------- Indemnifiable Claims arising under Additional Agreements claims, debts, expenses, liabilities, and claims or legal fees whatsoever associated with or incurred as a result of actions relating to any period before Seller has obtained such Non-Assumed Liabilities (collectively the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations“Non-Assumed Liability Expenses”), and Seller hereby agrees to retain that Sebring and discharge, and to the Company will forever indemnify and hold harmless Newco and/or the Buyer harmless from against such Non-Assumed Liabilities and against, any and all Indemnifiable Claims to Non-Assumed Liability Expenses following the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingClosing.

Assumption of Liabilities. Buyer Subject to the terms and conditions set forth in this Agreement, at the Closing, in consideration for the assignment, conveyance, transfer and delivery of the Acquired Assets to Purchaser, Purchaser shall agree to assume and discharge ------------------------- all debtsonly the following Liabilities as set forth on Schedule 2.3 (collectively, liabilities and obligations the “Assumed Liabilities”): (a) the Liabilities of Seller arising with respect to periods subsequent to under the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller Assigned Contracts solely to the extent that arising after the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall Closing and not assume the -------- ------- Additional Agreements until Seller has obtained the approval arising out of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability events occurring or obligation arising with respect to periods facts existing at or prior to the Closing Date for which no reduction (specifically excluding the Excluded Assets arising from and after the Closing Date); provided however, Purchaser is not assuming any Liabilities of Seller in respect of breach of or default under, or noncompliance with any Acquired Contract that occurs during or is related to the Purchase Price has been made pursuant period prior to Paragraph 4(b) hereof, the Closing to the extent such Liabilities do not exceed the Holdback Deposit; (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and [reserved]; (c) the Liabilities arising in connection with the use and operation of the Leased Real Property from and after the Closing Date and not arising out of or relating to events occurring or facts existing at or prior to the Closing; provided however, Purchaser is not assuming any debt, liability or obligation Liabilities of Seller in respect of breach of or default under, or noncompliance with the Leased Real Property that occurs during or is related to the period prior to the Closing Date to the extent such Liabilities do not expressly exceed the Holdback Deposit; (d) [reserved]; (e) the Liabilities relating to or arising from the Acquired Assets solely to the extent arising from the period commencing after the Closing Date; (f) [reserved]; (g) [reserved]; (h) [reserved]; and (i) the Liabilities assumed hereunderpursuant to Section 7.4. Notwithstanding anything in this Agreement to the contrary, whenever arisingSeller hereby acknowledges and agrees that Purchaser is not assuming from Seller, nor is in any way responsible for, the Excluded Liabilities. The transactions contemplated by this Agreement shall in no way expand the rights or remedies of any third party against any of Purchaser or Seller as compared to the rights and remedies that such third party would have had against Seller absent the Chapter 11 Case had Purchaser not assumed such Assumed Liabilities as set out above. Other than the Assumed Liabilities assumed by Purchaser, Purchaser is not assuming and shall not be liable for any liabilities or obligations of Seller.

Assumption of Liabilities. Buyer (a) On or as soon as practicable following the Closing Date (and no later than such time as is required by applicable Law), Seller shall agree pay to each Transferred Employee with a primary work location in the United States, and each other Transferred Employee whose accrued but unpaid base salary (or similar wages) and vacation/PTO is permitted by applicable Law to be paid by Seller or its Subsidiaries at Closing, his or her accrued but unpaid base salary (or similar wages) and vacation/PTO benefits through the Closing Date. Effective from and after the Closing, Purchaser shall, and shall cause its Subsidiaries to, assume, honor, pay and perform any and all Liabilities of Seller, or any of its Subsidiaries (including the Companies) to or in respect of any other Transferred Employee for unpaid base salary (or similar wages) and vacation/PTO benefits accrued as of the Closing and not paid by Seller or its Subsidiaries pursuant to the immediately preceding sentence (collectively, the “Accrued TE Liabilities”). In addition, Purchaser shall, and shall cause its Subsidiaries to, comply with the terms and conditions set forth on, and pay and provide the payments and benefits specified on, Section 6.02(a) of the Seller Disclosure Schedule to the Transferred Employees located in a non-U.S. jurisdiction. (b) Effective from and after the Closing, Purchaser and its Subsidiaries shall assume and discharge ------------------------- be solely responsible for any and all debtsLiabilities arising in connection with any actual or threatened claim by any Transferred Employee that his or her employment in connection with the Business or otherwise with Seller or any of its Subsidiaries has been actually or constructively terminated as a direct or indirect result of or otherwise in connection with the consummation of the transactions contemplated by this Agreement. (c) In addition, liabilities effective from and obligations after the Closing, Purchaser and its Subsidiaries shall assume and be solely responsible for any and all employee, employee benefits and other employment-related Liabilities related to, arising out of Seller arising or in connection with the Employees and the Business (other than with respect to periods subsequent any Excluded Employees or, except as set forth in 6.02(f), Purchaser Excluded Employees) whether arising prior to, on or after the Closing, except as otherwise specifically provided in this Article VI and except for the following Liabilities, which Liabilities will be retained by Seller: (i) accrued but unpaid base salaries and vacation benefits for Transferred Employees located in the U.S. or otherwise required by applicable Law to be paid by Seller or its Subsidiaries at Closing and Accrued TE Liabilities; (ii) any Liabilities under the VeriSign Performance Plan, including a pro-rata portion of annual bonuses for the year in which the Closing occurs reflecting the portion of the year prior to Closing; (iii) any Liabilities under retention plans and agreements of Seller, any Seller Subsidiary or any Company, except as set forth in Section 6.02(e) below; (iv) Liabilities under Seller’s equity incentive plans and agreements thereunder; (v) Liabilities under Seller Benefit Plans maintained by Seller in the United States; (vi) except for Liabilities assumed by Purchaser pursuant to Section 6.02(a), any Liabilities arising from the employment of any Employees located in a non-U.S. jurisdiction prior to the Closing Date under Closing; and (vii) Losses arising from any franchise, license, permit, lease, instrument wage and hour claims by Employees related to pre-closing employment by Seller or agreement transferred to Buyer hereunder and, with respect to periods any of its Subsidiaries prior to the Closing. (d) Purchaser shall, and including shall cause its Subsidiaries to, pay the Transferred Employees in respect of annual bonuses for the portion of Seller’s fiscal year such Transferred Employees are employed by Seller and its Subsidiaries prior to the Closing Date, to assume and discharge all obligations of such amounts as are determined by Seller to be payable, as set forth in a schedule to be provided by Seller to Purchaser prior to the extent that Closing Date, net of any tax withholdings required in respect of such payments. Such bonus payments shall only be made to those Transferred Employees who remain continuously employed by Purchaser and its Subsidiaries through the Purchase Price is reduced specified payment date. Seller shall, not later than ten Business Days prior to the date such payments are to be made (as specified by Seller in such schedule), pay to Purchaser the aggregate of such amounts plus the amount of employment taxes actually required to be paid by Purchaser or its Subsidiaries (excluding, for the purposes of clarity, amounts withheld from the payments themselves) in respect of such amounts. (For the avoidance of doubt, in determining the “employment taxes actually required to be paid,” if an amount required to be paid to a Transferred Employee pursuant to Paragraph 4(bthis Section 6.02(d) hereof; providedis, howevertogether with other amounts previously paid to the Transferred Employee during the applicable year, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval in excess of the parties granting wages subject to employment taxes for the Additional Agreements applicable year (such as amounts required to Seller's transfer be paid in excess of wages subject to the non-HI portion of FICA taxes), such excess amount will not be treated as subject to an employment tax). (i) Purchaser shall pay the retention payments due following the Closing to the individuals, and in the amounts, set forth on Section 6.02(e)(i)(A) of the Additional Agreements Seller Disclosure Schedule pursuant to Buyer, whereupon the Additional Agreements shall be deemed agreements to be included in entered into by Purchaser prior to Closing; provided that Seller shall, not later than ten Business Days prior to the assets date such payments are to be assumed by Buyer hereunder. Buyer hereby agrees made, pay to indemnify and Purchaser an amount equal to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims"portion set forth on Section 6.02(e)(i)(B) arising by reason of the ownershipSeller Disclosure Schedule plus the amount of employment taxes actually required to be paid by Purchaser or its Subsidiaries (excluding, operation or control for the purposes of clarity, amounts withheld from the System after payments themselves) in respect of such portion. (ii) Purchaser shall pay the retention payments due following the Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims individuals (to the extent they arise become Transferred Employees), and in the amounts, set forth on Section 6.02(e)(ii) of the Seller Disclosure Schedule, but only to the extent such retention payments become payable following the period of employment with Purchaser or its Subsidiaries as specified in the applicable agreement or on an earlier termination without cause by the Purchaser or its Subsidiaries. (af) out of any debt, liability or obligation arising with With respect to periods any Purchaser Excluded Employee that is terminated by Seller or any of its Subsidiaries within 270 days following the Closing Date, Purchaser shall be responsible for an amount equal to the product of (i) fifty percent (50%) and (ii) an amount equal to (A) the severance payments and benefits the Purchaser Excluded Employees would be entitled to receive under the applicable Seller Benefit Plan as in effect as of the date hereof as previously disclosed to Purchaser minus (B) the severance payments and benefits such Purchaser Excluded Employee would have been entitled to receive under the applicable plan, policy or agreement of Purchaser that would have covered such Purchaser Exclude Employee had he or she been a Transferred Employee (the “Additional Excluded Employee Severance”). Purchaser shall pay to Seller or a Subsidiary of Seller, as applicable, the Additional Excluded Employee Severance, such amount as determined by Seller (in cooperation with Purchaser) to be payable, as set forth in a schedule to be provided by Seller to Purchaser, not later than ten Business Days prior to the Closing Date date such severance payments are to be made (as specified by Seller in such schedule) or as otherwise agreed between the parties. (g) Purchaser agrees that it shall be solely responsible for which no reduction satisfying the continuation coverage requirements of Section 4980B of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising Code for all “M&A qualified beneficiaries,” as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingsuch term is defined in Treasury Regulation 54.4980B-9.

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer shall agree to assume and discharge ------------------------- become responsible for all debtsof the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any Liabilities of Sellers not expressly included within the definition of Assumed Liabilities, including: (i) Taxes related to the Business for all Tax Periods prior to and following Closing, and related to the Purchased Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (ii) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (iii) liabilities to the extent relating to the Excluded Assets; (iv) liabilities and obligations of Seller arising with respect Sellers under this Agreement; (v) all intercompany obligations, liabilities and Indebtedness, including any note Indebtedness, owed by Sellers to periods subsequent any Affiliates of Sellers; (vii) any Employee Obligations to any Employee (past, present or future) of the Sellers; (viii) any Employee Claim; and (ix) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the “Excluded Liabilities”). Buyer’s assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to rights and including remedies which such parties would have had against Sellers had this Agreement not been consummated. From and after the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyerpay, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain perform and discharge, as and when due or as may otherwise be agreed between Buyer and the obligee, all of the Assumed Liabilities. The “Assumed Liabilities” are specifically limited only to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims post-Closing Liabilities relating to the extent they arise Purchased Assets only (a) out of and expressly excludes any debtLiabilities relating to the Purchased Assets that arose, liability that accrued, or obligation arising with respect to periods that were incurred prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(bClosing) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions and all Liabilities relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements amounts required to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingbe paid by Buyer under this Agreement.

Assumption of Liabilities. Buyer (a) On the Closing Date Purchaser shall assume and agree to discharge the following Liabilities (the "Assumed Liabilities"): (i) all accounts payable and accrued expenses arising in the Ordinary Course of Business; (ii) accrued sick and vacation pay incurred by Seller prior to the Closing Date; (iii) any Liability under the Scheduled Contracts or agreements included in the Assets (including any such agreement entered into by Seller after the date of this Agreement and through the Closing Date), but only to the extent such obligations do not arise from or relate to any breach of any provision of any such Scheduled Contracts or agreements by Seller; (iv) any Liability under Scheduled Leases (including any such agreement entered into by Seller after the date of this Agreement and through the Closing Date), but only to the extent such obligations do not arise from or relate to any breach of any provision of any such Scheduled Leases by Seller; (v) liabilities listed on Schedule 2.2(a)(v), including capital lease obligations, but only to the extent such obligations do not arise from or relate to any breach of any provision of such contract by Seller; (vi) all liabilities to Seller's customers under written (or implied) warranties arising on or after the Closing Date; (vii) product returns: (a) all liabilities of Seller to Seller's customers for customer returns with respect to products which can be returned to the manufacturer by Purchaser, to the extent of credit allowed by the manufacturer; (b) beginning with the period twenty-one (21) days after Closing, all liabilities of Seller to Seller's customers for customer returns and guaranteed sale obligations arising in the Ordinary Course of Business; and (viii) all scheduled or accrued 2000 and 2001 ad valorem or similar Taxes under any property or lease included in the Assets. (b) Except as otherwise provided in Section 2.2(a), Purchaser does not assume or agree to pay, perform or discharge, and discharge ------------------------- all debtsshall not be responsible for, any other liabilities or obligations of Seller, whether accrued, absolute, contingent or otherwise, including, without limitation, liabilities and or obligations based on, arising out of or in connection with: (i) any claims by any director, officer or employee of Seller relating to the transactions contemplated hereby, this Agreement or its performance or consummation, or any claims by any of them relating to or arising out of (A) their employment (including, without limitation, any modification or termination thereof) by Seller, (B) any employment contract with Seller or (C) any pension or other benefit liabilities of Seller; (ii) any claims or conditions arising under or relating to Environmental Laws or other legal requirements attributable or relating to the Assets (including, without limitation, the operation thereof) or the Business prior to the Closing, except as set forth in Section 12.2; (iii) any unlicensed or other unauthorized use by Seller of any patented or unpatented invention, trade secret, copyright, trademark or other Intellectual Property Right; (iv) any intercompany royalty payable to Marsh Supermarkets, Inc. or its Subsidiaries or affiliatex; (v) any liability or obligation of Seller under any note or bond secured by the Assets; (vi) any statutory liens accrued or existing on the Closing Date against the Assets other than Permitted Liens; (vii) any known liability or obligation of Seller arising with respect out of or in any way relating to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller resulting from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to product manufactured, distributed or sold or any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstandingrepair or other services performed, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, on or at any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods time prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of including any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller for claims made for injury to person, damage to property or other damage, whether made in product liability, tort, breach of warranty or otherwise), except as set forth in Section 2.2(a); or (viii) all Employee Benefit Plan liabilities (including but not expressly assumed hereunder, whenever arisinglimited to COBRA liabilities) of Seller (except for accrued sick and vacation pay incurred by Seller prior to the Closing Date).

Assumption of Liabilities. Buyer shall agree assume the following liabilities: (a) Subject to the conditions herein set forth, upon the transfer of the Purchased Assets on the Closing Date, Buyer shall assume and discharge ------------------------- all debts, the following liabilities and obligations of Seller Sellers (the "Assumed Liabilities"): accounts payable existing on the Closing Date as set forth on Schedule 1.2 and other liabilities and obligations of Sellers arising with respect to periods subsequent to after the Closing Date under any franchiseContract, licenselease or other agreement assigned to Buyer pursuant to Section 1.1 which (i) is set forth in any Schedule to this Agreement (unless otherwise indicated thereon), permit(ii) because of temporal, dollar and other limitations set forth in this Agreement is not required to be set forth in any Schedule to this Agreement or (iii) is otherwise specifically consented to in writing by Buyer. Notwithstanding the foregoing, Buyer shall not assume any liabilities or obligations arising out of any breach or default by Sellers prior to the Closing of any provision of any Contract, lease, instrument or other agreement transferred assigned to Buyer hereunder andpursuant to Section 1.1, all of which shall be Retained Liabilities. (b) Notwithstanding the foregoing, in the event a warranty claim is presented to Buyer, within 12 months following the Closing, with respect to periods any goods or services provided by Sellers to Xxxxxxxx Sundstrand prior to and including the Closing Date, Buyer may, in its sole discretion, perform all necessary warranty work related to assume such warranty claim and discharge all obligations shall invoice Sellers for Buyer's actual, direct cost of Seller to performing the extent that warranty work, without xxxx-up for overhead or indirect costs. Each such invoice shall describe in reasonable detail the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedwarranty claim asserted, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed work performed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debtBuyer's actual direct costs of performing such work. In the event Sellers fail to pay Buyer's invoices within 30 days after receipt, liability or obligation of Seller not expressly assumed hereunderBuyer may receive payment from the Holdback and if the Holdback is exhausted, whenever arisingthen Buyer may offset against the Earn Out.

Assumption of Liabilities. Buyer A. It is understood that Farmee shall agree to assume all duties, responsibilities and discharge ------------------------- liabilities in connection with all debts, liabilities and obligations of Seller arising with respect to periods subsequent its operations on the Contract Area limited to the Closing Date under any franchiseinterests subject to this Agreement, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume that Farmee shall perform all duties and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against make any and all damagesfilings and reports as necessary or required by permits in connection with the drilling and plugging and abandoning of any well or wells drilled under the terms of this Agreement. FARMEE DOES HEREBY XXXXX TO DEFEND, costsINDEMNIFY, claims RELEASE AND HOLD HARMLESS FARMOR FROM AND AGIANST ANY SUCH DUTIES, RESPONSIBILITIES AND LIABILITIES. B. Although Farmor, as the current Operator, will provide Farmee copies of permits and expenses site data (the "Indemnifiable Claims") arising by reason of the ownershipincluding any shallow hazard surveys, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligationsbathymetry reports, and Seller hereby agrees to retain any soil boring reports) if and dischargewhen available, and to indemnify and hold Buyer harmless FARMOR MAKES NO WARRANTY, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND HEREBY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION, PERMITS OR DATA SO FURNISHED. FARMEE HEREBY EXPRESSLY ASSUMES THE RISK OF THE INNACCURACY OR INCOMPLETENESS OF SUCH INFORMATION, PERMITS OR DATA ASSUMES THE RISK OF THE INACCURACY OR INCOMPLETENESS OF SUCH INFORMATION, WAIVES ANY CLAIMS AGAINST FARMOR REGARDING SUCH INFORMATION, PERMITS OR DATA, AND ACKNOWLEDGES THAT, WITHOUT SUCH WAIVER, FARMOR WOULD NOT FURNISH SUCH INFORMATION, PERMITS OR DATA. C. Notwithstanding the above, neither Party hereto shall be liable in an action initiated by one (1) against the other for special, indirect, consequential, exemplary or punitive damages resulting from and against, any and all Indemnifiable Claims to the extent they arise (a) or arising out of any debtthis Agreement, liability including, without limitation, loss of profit or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereofbusiness interruptions, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisinghowever same may be caused.

Assumption of Liabilities. Buyer Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume and shall agree to assume pay, perform and discharge ------------------------- the following liabilities (all debtssuch liabilities being the "Assumed Liabilities") of the Business; however, the term "Assumed Liabilities" expressly excludes any avoided or avoidable preferential transfer(s) as that term is defined in the bankruptcy code, and Purchaser shall not have any liability or obligation therefor: (a) Purchaser agrees to make a one-time payment to the holder(s) of the accounts payable and accrued liabilities to the extent and in the amounts reflected on Schedule 2.1(a) attached hereto (collectively, the "Accounts Payable"); (b) provided that the rights thereunder have been duly and effectively assigned to Purchaser, all obligations and liabilities of Seller arising with respect to periods out of, accruing or resulting from performance subsequent to the Closing Date under any franchisethe Real Estate Leases listed in Schedule 1.1(c) attached hereto, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including all obligations and liabilities of Seller arising in the ordinary course of business from the Effective Time through the Closing Date, arising out of or resulting from Seller's performance under the Real Estate Leases listed on Schedule 1.1(c) attached hereto; (c) provided that the rights thereunder have been duly and effectively assigned to assume and discharge Purchaser, all obligations and liabilities of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedarising out of, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless accruing or resulting from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior performance subsequent to the Closing Date for which no reduction under the Personal Property Leases listed in Schedule 1.1(j) attached hereto, and all obligations and liabilities of Seller arising in the ordinary course of business from the Effective Time through the Closing Date, arising out of or resulting from Seller's performance under the Personal Property Leases listed on Schedule 1.1(j) attached hereto; (d) provided that the rights thereunder have been duly and effectively assigned to Purchaser, all obligations and liabilities of Seller arising out of, accruing or resulting from performance subsequent to the Closing Date under the Contracts listed in Schedule 1.1(h) attached hereto, and all obligations and liabilities of Seller arising in the ordinary course of business from the Effective Time through the Closing Date, arising out of or resulting from Seller's performance under the Contracts listed on Schedule 1.1(h) attached hereto; (e) all obligations and liabilities relating to the ownership or operation of the Purchase Price has been made pursuant Purchased Assets or the conduct of the Business arising out of, accruing or resulting from an event, act or occurrence occurring after the Closing Date, including without limitation, real and personal property taxes; and all obligations and liabilities of Seller relating to Paragraph 4(b) hereof, (b) the ownership or operation of the Purchased Assets in the ordinary course of business or the conduct of the Business arising out of any debtor resulting from an event, liability act or obligation occurrence arising under in the Additional Agreements arising as a result ordinary course of actions relating to any period before Seller has obtained business from the approval of Effective Time through the parties granting the Additional Agreements to Closing Date; and (f) Seller's transfer obligation to such employees for accrued vacation as listed on Schedule 2.1(f), provided that an employee accepts an offer of the Additional Agreements to Buyeremployment extended by Purchaser and provided further, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingthat such employee begins such employment.

Assumption of Liabilities. (a) Buyer is assuming no liabilities attributable to the operation or ownership of the Property which accrued or occurred on or prior to the Closing, all of which Seller shall pay, discharge and perform when due. Specifically, without limiting the foregoing, Buyer shall agree not assume (a) any claim, action, suit, or proceeding pending as of the Closing or any subsequent claim, action, suit, or proceeding arising out of or relating to any event occurring prior to Closing, with respect to the manner in which Seller conducted its businesses on or prior to the Closing (b) any liability for Taxes other than real property taxes from and after Closing, or (c) any liability under any Property Agreements, except for the Assumed Obligations listed in Schedule 2.2(b) of the Seller Disclosure Letter. (b) Buyer acknowledges that, effective as of the Closing, Buyer shall assume and discharge ------------------------- all debtsundertake to pay, discharge, and perform only the liabilities and obligations of Seller arising under the Property Agreements listed in Schedule 2.2(b) of the Seller Disclosure Letter (but not the Property Agreements which are entered into after the Effective Date hereof not in compliance with respect to periods subsequent this Agreement or Property Agreements for which consents to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred assignment thereof to the Buyer hereunder andhave not been obtained as of the Closing), with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify such liabilities and to hold harmless from obligations arise during and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating relate to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to after the Closing Date for which no reduction of (collectively, the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and “Assumed Obligations”). (c) Assumed Obligations shall not include, and Buyer does not assume any debtliability related to, liability any accrued wages, salary, vacation or obligation other accrued paid time off or benefits for the employees of the Property, including without limitation those Employees who will continue to be employed at the Property after the Closing (the “Accrued Employee Benefits”), which shall be the responsibility of the Seller and the remuneration of any party for, or payment of, any such Accrued Employee Benefits shall not expressly assumed hereunder, whenever arisingconstitute an expense of the Facility under the existing management agreement.

Assumption of Liabilities. Buyer (a) On the terms and subject to the conditions contained herein, on the Closing Date, Purchaser shall assume and agree to assume pay, perform and discharge ------------------------- all debts, when due only the obligations and liabilities and obligations of Seller arising with respect to periods subsequent to remaining unpaid or unperformed on the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereofAssumed Contracts; provided, however, that Buyer Purchaser shall have no obligation pursuant to any Assumed Contract that by its terms requires, prior to assignment, a consent to assignment unless a written consent thereto has been obtained on or prior to the date hereof. With respect to each such contract not assigned to Purchaser, which would have been acquired by Purchaser pursuant to Section 1.1 but for the failure to obtain a required consent, Seller shall continue to deal with the other contracting party to such contract as the prime contracting party, and Seller and Purchaser shall use commercially reasonable best efforts to obtain the consent of all required parties to the assignment of such contract; provided, however, that if Seller makes the benefit of such contract available to Purchaser to the same extent as if such impediment to assignment did not exist, Purchaser shall pay or satisfy the corresponding obligations and liabilities for the enjoyment of such benefit to the extent Purchaser would have been responsible therefor if such consent or approval had been obtained. Such contract shall be promptly assigned by Seller to Purchaser after receipt of such consent after the date hereof and thereafter shall be deemed an Assumed Liability hereunder as if such consent had been obtained contemporaneously with or prior to the Closing. The liabilities described in the first sentence of this Section 1.3(a) shall be collectively referred to herein as the “Assumed Liabilities.” (b) Except for the Assumed Liabilities, Purchaser shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval or have any responsibility for any other liability, obligation or commitment of the parties granting the Additional Agreements to any nature, whether now or hereafter existing, of Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and againstincluding without limitation, any and all Indemnifiable Claims liability, obligation or commitment of Seller with regard to the extent they arise (a) out of any debtenvironmental matters or employment, liability employee benefits or obligation arising equity compensation matters with respect to periods Seller’s employment of any employee employed by Seller on or prior to the Closing Date (collectively, the “Excluded Liabilities”) and Seller shall be responsible for any payment, settlement or discharge of all such liabilities, obligations or commitments which no reduction are not Assumed Liabilities. Without limiting the foregoing and subject to Section 1.8 hereof, all Taxes arising from or relating to Seller’s operations or related to Seller’s operation of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability Business or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval ownership of the parties granting the Additional Agreements to Seller's transfer Transferred Assets or development, use or license of the Additional Agreements to Buyer, IP Assets through and (c) any debt, liability or obligation including the Closing Date shall remain the responsibility of Seller not expressly assumed hereunder, whenever arisingexcept as specifically included within the Assumed Liabilities.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debtsIn consideration of the sale of the Purchased Assets, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including on the Closing Date, the Buyer shall assume only those liabilities hereinafter listed and defined as the "ASSUMED LIABILITIES." For purposes of this Agreement, "ASSUMED LIABILITIES" means (i) all items which comprise each account balance under the caption "LIABILITIES" in the April 30, 1997 unaudited balance sheet, and (ii) liabilities incurred by the Seller in the ordinary course of business subsequent to assume the Balance Sheet Date for the account or benefit of the Buyer or, of the property, other assets and discharge business of the Seller to be transferred to the Buyer pursuant to this Agreement (all such obligations and liabilities of Seller to are itemized on SCHEDULE 1.3.3); PROVIDED, HOWEVER, the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer Assumed Liabilities shall not assume include any Excluded Liabilities and in no event shall the -------- ------- Additional Agreements until total amount of indebtedness assumed exceed an amount to be agreed upon by the Seller has obtained and the approval Buyer within 10 days of the parties granting date hereof. As used herein, the Additional Agreements to Seller's transfer term "EXCLUDED LIABILITIES" means (a) all liabilities of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against Seller which are not "ASSUMED LIABILITIES," (b) any and all damages, costs, claims federal and expenses (the "Indemnifiable Claims") arising by reason state income tax liability of the ownership, operation Seller or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise Shareholder (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyercollectively "TAX LIABILITY"), and (c) all attorneys' and accountants' fees and expenses and any debtother fees and expenses incurred by the Seller or the Shareholder in connection with the consummation of the transactions contemplated hereby. With respect to all Assumed Liabilities for which the Shareholder has provided personal guaranties, the Buyer shall use reasonable commercial efforts to cause such guaranties to be released effective as of the Closing Date, and the Shareholder shall be indemnified with respect to any liability or obligation of Seller not expressly assumed hereunder, whenever arisingunder such guaranties as hereinafter provided.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b(a) hereof; provided, however, that Buyer shall not assume or otherwise be liable for any liabilities of Seller, except those liabilities Seller and Buyer have mutually agreed upon as set forth in Schedule 3, hereto (the -------- ------- Additional Agreements until “Assumed Liabilities”). Between the Initial Closing and the Final Closing, Buyer and Seller has obtained shall use best efforts to obtain any necessary consents and complete the approval assignments to Buyer of the parties granting Assumed Liabilities. Seller shall be solely responsible for the Additional Agreements to Seller's transfer full and timely satisfaction of all of the Additional Agreements Assumed Liabilities up to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby Final Closing Date and Seller covenants and agrees to indemnify indemnify, defend and to hold harmless Buyer from and against any liability therefor prior to the Final Closing Date. Buyer shall be solely responsible for the full and timely satisfaction of all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownershipAssumed Liabilities after Final Closing Date and Buyer covenants and agrees to indemnify, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify defend and hold harmless Seller from and against any ------- Indemnifiable Claims liability therefor arising under Additional Agreements as a result of actions relating after the Final Closing Date. (b) At the Initial Closing, (I) the Property shall be unencumbered and not subject to any period before leases or liens by Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein from any third party except as to the contrary notwithstandingFruit Growers Supply UCC lien and the Allied Packaging UCC liens listed on Schedule 7, there is hereby excluded from hereto and any non-monetary liens and encumbrances of record not disapproved by Buyer; and (ii) Seller shall use its best efforts to remove all monetary liens on the assumed obligationsother the Hard Assets (other than the Property) including, but not limited to, those UCC liens listed on Schedule 7, attached hereto. The Fruit Growers Supply and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any the Allied Packaging UCC liens on the Property and all Indemnifiable Claims to other UCC or other liens on the extent they arise (a) out of any debt, liability or obligation arising with respect to periods other Hard Assets shall in all events be removed by Seller prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingFinal Closing.

Assumption of Liabilities. At the Closing, Buyer shall assume, agree to assume pay, perform and discharge ------------------------- and Parent and Buyer jointly and severally shall indemnify and hold Seller harmless against all debts, of the following liabilities and obligations (the "Assumed Liabilities") excluding therefrom, however, all of the liabilities, obligations and expenses described in Section 2.2(c) below: (i) all liabilities, obligations and expenses of Seller arising with respect to periods subsequent relating to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including IGC-Advanced Superconductor Division which exist as of the Closing Date, to assume or arise thereafter in the Ordinary Course of Business, under or in connection with all purchase and discharge sale orders and commitments for personal property or services entered into by Seller in the Ordinary Course of Business; (ii) all liabilities, obligations and expenses of Seller relating to the extent that IGC-Advanced Superconductor Division which exist as of the Purchase Price Closing Date, or arise thereafter in the Ordinary Course of Business, (A) under or in connection with all leases, licenses, contracts, agreements and instruments to which Seller or the IGC-Advanced Superconductor Division is reduced pursuant a party or by which Seller or the IGC-Advanced Superconductor Division or any IGC-Advanced Superconductor Division Asset may be bound, including, without limitation, common charges payable under the Lease and any other obligations with respect to Paragraph 4(bthose premises which are the subject of the Lease, and (B) hereoffor repairs, replacements, returns or allowances and related services required by the terms and conditions of all warranties, express or implied, of Seller relating to the IGC-Advanced Superconductor Division with respect to products manufactured or sold or services performed by Seller prior to the Closing Date; provided, however, that (C) Buyer shall not assume the -------- ------- Additional Agreements until or be obligated to pay, perform or discharge any liability, obligation or expense of Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before breach of contract by Seller, and (D) Seller has obtained the approval shall reimburse Buyer within fifteen days of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out final resolution of any debt, liability or obligation arising with respect customer claims for defective wire shipped to periods customers prior to the Closing Date in an amount equal to the standard cost of such wire, as determined in accordance with United States generally accepted accounting principles as applied by Seller on a consistent basis prior to the Closing Date; (iii) all accrued and unpaid expenses of Seller and/or the IGC-Advanced Superconductor Division which are reflected in or reserved against in the 2001 Financial Statements or arise after May 27, 2001 in the Ordinary Course of Business relating to Transferred Employees of the IGC-Advanced Superconductor Division for salaries and wages, and all bonuses, vacation, holiday, paid personal leave, severance, social security (except for any such liabilities for which no reduction Seller has already withheld tax payments from its employees) and employee benefits (excluding any Transaction Based Bonus (as defined below) and any compensation to employees which is contingent on the closing of the Purchase Price transaction contemplated by this Agreement, securities of the Seller or its Affiliates, options to purchase securities of the Seller or its Affiliates, stock appreciation rights, or any other security or right that has been made pursuant to Paragraph 4(ba value derivative of securities of the Seller or its Affiliates, or under any plan covering the foregoing (collectively, "Seller Securities Based Compensation")), and, whether or not so reflected in or reserved against in the 2001 Financial Statements, any accrued and unpaid expenses of Seller and/or the IGC-Advanced Superconductor Division for sick bank that arose in the Ordinary Course of Business; (iv) hereofall liabilities, (b) obligations and expenses arising out of any debtemployment action taken by Parent or Buyer after the Closing, liability including any claim for severance, continued health insurance coverage or obligation arising other benefit made by any Retained Employee; (v) those IGC-Advanced Superconductor Tax Liabilities for which Buyer is responsible under Section 5.12 hereof; (vi) all other liabilities, obligations and expenses (A) of Seller and/or the Additional Agreements arising as a result IGC-Advanced Superconductor Division which are reflected in or reserved against in the 2001 Financial Statements or arise after May 27, 2001 in the Ordinary Course of actions relating Business, or (B) which arise out of, or in connection with, or relate to any period before Seller has obtained the approval ownership, use or operation of the parties granting IGC-Advanced Superconductor Division Assets or the Additional Agreements to Seller's transfer conduct of the Additional Agreements to Buyer, Business from and after the Closing Date; (cvii) any debt, liability or obligation of Seller Parent or Buyer which is imposed in connection with the transactions contemplated hereby, including, without limitation, any liability or obligation for Taxes, except as otherwise provided in Section 5.11 hereof; (viii) any liability, obligation or expense resulting from or arising out of (A) Releases of Hazardous Substances at or from the Locations that occur after Closing; (B) Disposal of Hazardous Substances at places other than the Locations after the dates of Seller's operation at the relevant Locations; or (C) violations of Environmental Laws occurring after the dates of Seller's operation at the relevant Locations; or (ix) the liabilities not expressly assumed hereunder, whenever arisingreflected in or reserved against in the 2001 Financial Statements and which are described on Schedule 2.2(b)(ix).

Assumption of Liabilities. (a) Buyer is assuming no liabilities attributable to the operation or ownership of the Property which accrued or occurred on or prior to the Closing, all of which Seller shall pay, discharge and perform when due. Specifically, without limiting the foregoing, Buyer shall agree not assume (a) any claim, action, suit, or proceeding pending as of the Closing or any subsequent claim, action, suit, or proceeding arising out of or relating to any event occurring prior to Closing, with respect to the manner in which Seller conducted its businesses on or prior to the Closing (b) any liability for Taxes other than real property taxes from and after Closing, or (c) any liability under any Property Agreements, except for the Assumed Obligations listed in Schedule 2.2(b) of the Seller Disclosure Letter. (b) Buyer acknowledges that, effective as of the Closing, Buyer shall assume and discharge ------------------------- all debtsundertake to pay, discharge, and perform only the liabilities and obligations of Seller arising under the Property Agreements listed in Schedule 2.2(b) of the Seller Disclosure Letter (but not the Property Agreements which are entered into after the Effective Date hereof not in compliance with respect to periods subsequent this Agreement or Property Agreements for which consents to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred assignment thereof to the Buyer hereunder andhave not been obtained as of the Closing), with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify such liabilities and to hold harmless from obligations arise during and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating relate to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to after the Closing Date for which no reduction of (collectively, the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and “Assumed Obligations”). (c) Assumed Obligations shall not include, and Buyer does not assume any debtliability related to, liability any accrued vacation or obligation other accrued paid time off or benefits for the employees of the Property, including without limitation those Employees who will continue to be employed at the Property after the Closing (the “Accrued Employee Benefits”), which shall be the responsibility of the Seller and/or Manager and the remuneration of any party for, or payment of, any such Accrued Employee Benefits shall not expressly assumed hereunder, whenever arisingconstitute an expense of the Facility under the Management Agreement (as herein defined).

Assumption of Liabilities. Subject to the terms and conditions set forth herein, Seller shall assign and Buyer shall assume and agree to assume pay, perform and discharge ------------------------- all debts, only the liabilities and obligations set forth on Section 1.03 of Seller arising with respect to periods subsequent to the Closing Date under any franchiseDisclosure Schedules, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller but only to the extent that such liabilities and obligations relate to the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedBusiness (collectively, howeverthe “Assumed Liabilities”). For the sake of clarity, NPS and ERIE agree that Buyer shall not assume all warranty work under the -------- ------- Additional Agreements until Seller has obtained the approval Assigned Contracts, known as of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements date hereof shall be deemed to be included in the assets to be assumed by Buyer hereunderan Assumed Liability. Buyer hereby agrees to indemnify and to hold harmless from and against The Seller has provided a list of any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason known outstanding warranty work as of the ownershipdate hereof under the Assigned Contracts and the Purchaser has agreed to complete such outstanding warranty work (covering labor, operation or control of mobilization and T&L) within the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained Purchase Price on the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise basis that: (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, No more than 20 hours is required on each affected Turbine. (b) out The parts are supplied free of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and charge by NPS; and (c) any debtfurther work in excess of 20 hours per turbine will be charged at US$65.00 per hour worked by each individual and additional parts not covered by subsection (b) above will be charged to the Seller at cost price for parts or if available from Seller’s then current inventory supplied to Purchaser free of charge. Notwithstanding the forgoing, any future warranty claim under an Assigned Contract, if any, shall be the responsibility of NPS, provided however, (i) NPS shall not be liable for a future warranty claim unless the aggregate amount of the liability of NPS under all future warranty claims exceeds US$ 500. on a per turbine basis and, in the event that such sum is exceeded, NPS shall be liable for the total amount whether under a single future warranty claim or obligation a series of future warranty claims; (ii) a future warranty claim shall be unenforceable unless written particulars thereof (giving details of the specific matter in respect of which such warranty claim is made and the estimated amount thereof, each as then known to ERIE) shall have been given to NPS by the date which is twelve months after the first anniversary of the Close; and any claim duly notified shall become and unenforceable at the end of two years from notification unless proceedings have been served on NPS; and (iii) the aggregate maximum liability of NPS under any future warranty claims whether a single claim or series of claims shall be capped at the amount of the Cash Payment (defined below). Without limiting the foregoing, Buyer shall not assume any liabilities or obligations with respect to the Business, except as specifically set forth on Section 1.03 of the Disclosure Schedule, otherwise arising from the operations of the Business. In no event shall Buyer be responsible for or have assumed any liability of Seller relating to any breach, default or violation by Seller on or prior to the Closing. Other than the Assumed Liabilities, Buyer shall not expressly assumed hereunderassume any liabilities or obligations of Seller of any kind, whenever arisingwhether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due, or otherwise, whether currently existing or hereinafter created and whether or not related to the Business or the Purchased Assets (“Excluded Liabilities”). Without limiting the foregoing, Assumed Liabilities shall not include any liabilities or obligations (i) relating to a breach or default by Seller under any Assigned Contract (as defined herein) prior to the Closing; (ii) all taxes, fees, levies, duties, tariffs and other governmental impositions or charges; (iii) under any environmental, health or safety laws or regulations; (iv) under or with respect to, any employee pension benefit plan, employee welfare benefit plan, or any other plan, program, policy, practice or other arrangement providing for compensation, severance, termination pay, deferred compensation, performance award, equity or equity-based awards, fringe benefits, vacation pay, sickness, disability or death benefit plan, medical or life insurance plan or other employee benefits or remuneration of any kind; (v) with respect to any current or former employee, director, member, manager, stockholder, partner, agent or independent contractor of Seller, other than, for periods ending on or prior to the Closing, with respect to Transferred Employees; (vi) arising out of, or relating to, any conduct or alleged conduct of any employee or independent contractor of Seller, other than Transferred Employees for periods ending on or prior to the Closing; (vii) to Seller’s equity owners or their affiliates; (viii) with respect to any loans or guaranties of Seller; (viii) arising out of, or relating to, any litigation, investigation or other proceeding pending on the Closing Date (as defined herein) or commenced after the Closing Date to the extent arising out of, or relating to, any litigation, investigation or other proceeding pending on the Closing Date or commenced after the Closing Date to the extent arising out of, or relating to, any act or omission of Seller or any event circumstance, condition, breach or default occurring on or prior to the Closing; (ix) arising out of, or resulting from, Seller’s compliance or noncompliance with any legal or regulatory requirement or governmental order; (x) relating to, or resulting from, the Seller’s Intellectual Property (as defined herein) to the extent arising on or prior to the Closing; (xi) based upon Seller’s acts or omissions occurring after the Closing; (xii) arising from the failure to send any notice, make any filing, obtain any consent or approval required to be sent, made, filed or obtained by Seller; or (xiii) that do not relate to the Business.

Assumption of Liabilities. (a) The Buyer shall agree agrees to assume and discharge ------------------------- all debtsassume, as of the Effective Date, the liabilities and obligations of the Seller arising with respect to periods subsequent to after the Closing Date under on the Contracts, specifically including all real estate leases for the offices comprising the Acquired Business and leases with Fleet Solutions for vans used in the Acquired Business (the "Assumed Liabilities"). To the extent that the Assets are leased by Seller or any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including of its Affiliates as of the Closing Date, the Buyer will thereafter pay the rental charge or lease payment for same, or, in the alternative, reimburse Seller periodically in the event Seller is required to assume and discharge all obligations of Seller make such payments directly to the extent lessor. If at any time after the Trial Period (as defined below), Seller, in its sole discretion, chooses to pay off the lease liability of any Asset in one lump sum, Buyer shall reimburse Seller for such payment and title to such Asset shall pass to Buyer. At any time after the Closing, Buyer, upon giving Seller forty-five (45) days written notice (the "Trial Period"), can return any item of leased property to Seller in the same condition as such property was received by Buyer, normal wear and tear excepted, and upon such return, Buyer shall no longer have responsibility to reimburse Seller for the lease payment applicable thereto. Notwithstanding the foregoing, Buyer has informed Seller that Buyer will not purchase any of the Purchase Price is reduced pursuant leased computer equipment located in the offices comprising the Acquired Business, and as to Paragraph 4(bsuch leased computer equipment, Buyer agrees to make said equipment available to Seller for pick-up within four (4) hereof; provided, however, that weeks from the Effective Date. (b) The Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements or agree to Seller's transfer of the Additional Agreements to Buyerperform, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation pay or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify the Seller and hold Buyer harmless from its Affiliates, as the case may be, shall remain unconditionally liable for, all obligations, liabilities and againstcommitments, any and all Indemnifiable Claims to the extent they arise (a) out of any debtfixed or contingent, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereofSeller and its Affiliates, (b) out of any debt, liability or obligation arising under other than the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingAssumed Liabilities.

Assumption of Liabilities. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties, and covenants contained herein, on the Closing Date (as defined below), Buyer shall agree to satisfy or assume the payment and discharge ------------------------- all debtsperformance of the Assumed Liabilities (as defined below). For the purpose of this Agreement, liabilities and the "ASSUMED LIABILITIES" shall mean certain funded debt obligations of Seller arising Sellers in the amount of nine hundred sixty thousand six hundred twenty five dollars and ninety seven cents ($960,625.97) (the Assumed Liabilities owed by Southern Regional shall be referred to as the "SOUTHERN REGIONAL LIABILITIES", the Assumed Liabilities owed by Lafayette MRI shall be referred to as the "LAFAYETTE MRI LIABILITIES", and the Assumed Liabilities owed by Indianapolis MRI shall be referred to as the "INDIANAPOLIS MRI LIABILITIES"). The Assumed Liabilities are specifically described on SCHEDULE C, attached hereto and incorporated by reference, and SCHEDULE C identifies with specificity the debtor under each such Assumed Liability. Buyer shall not be obligated to satisfy or assume any liability or obligation for any liability not specifically set forth on SCHEDULE C, including accounts payable and any liabilities with respect to periods subsequent to the Closing Date under Sellers' or Soterion's employees, employee benefit plans, salaries, any franchiseunpaid overtime, licenseaccrued vacation time, permitback wages, leaseassociated tax liabilities, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed other benefits or obligations. Any prepayment penalties incurred by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to the payoff or satisfaction by Buyer of any period before Seller has obtained the approval of the parties granting Assumed Liabilities shall be the Additional Agreements to Seller's transfer sole responsibility of the Additional Agreements to Buyer. Anything herein to the contrary notwithstandingSellers and Soterion, there is hereby excluded from the assumed obligationsjointly and severally, and Seller hereby agrees to retain Sellers and discharge, and to indemnify and hold Soterion shall either pay such prepayment penalties directly upon request by Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date reimburse Buyer for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to such prepayment penalties promptly upon request by Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising.

Assumption of Liabilities. On the Closing Date, Buyer shall assume and agree to assume pay, perform and discharge ------------------------- when due and be responsible only for the following Liabilities of Seller (the “Assumed Liabilities”) and no other Liabilities whatsoever: (a) any Liability that arises, accrues or is to be performed under Assumed Contracts after the Closing. (b) any Liability arising after the Closing arising out of Buyer’s ownership of the Purchased Assets or operation of the Business after Closing. (c) any Liability of Buyer under the WARN Act pursuant to Section 7.7. (d) the warranties made by Seller on products made by Seller in the ordinary course of the Business, including, without limitation, those warranty claims which Seller has knowledge as of the date hereof and which are set forth on Schedule 1.4(d). (e) all debtsPost-Petition Accounts Payable. Notwithstanding anything to the contrary contained in this Agreement or the Schedules hereto, or any Other Document, Buyer is assuming only the Assumed Liabilities, and all Liabilities of Seller not expressly assumed by Buyer, whether or not incurred or accrued, whether asserted before, on or after the Closing Date, shall be assumed or retained, as the case may be, by Seller, who shall be responsible for paying, performing and discharging such Liabilities when due, and Buyer shall not assume or have any responsibility for such Liabilities (such Liabilities are hereinafter referred to as the “Excluded Liabilities”). Buyer shall not assume, pay, perform, discharge, hold Seller harmless against or be responsible for, any of the Excluded Liabilities. The Excluded Liabilities include, without limitation, the following Liabilities: (i) all Liabilities relating to any environmental, health or safety matter (including, without limitation, any liability or obligation arising under any Environmental Law); (ii) all brokerage, finder’s or other fee or commission and any expenses to which any broker, finder or investment banker is entitled in connection with the transactions contemplated by this Agreement or the Other Documents; (iii) all accounts payable that are not Post-Petition Accounts Payable; (iv) all Cure Costs with respect to Assumed Contracts other than Cure Costs with respect to Additional Assumed Contracts under Section 1.6 hereof; (v) all liabilities and obligations, whether presently in existence or arising hereafter, with respect to the Employee Benefit Plans; (vi) all Liabilities for all hospital, medical, life insurance, disability and other welfare plan expenses and benefits, for all workers’ compensation, unemployment compensation and other government mandated benefits, for all wages, commissions, bonuses, accrued vacation, severance and other compensation or payroll related expenses and benefits and any other liabilities or obligations of any kind in respect of claims which are incurred by Seller’s current and former employees and their dependents, or otherwise arise, prior to Closing; (vii) all Liabilities, whether presently in existence or arising hereafter, with respect to any key employee retention, stay bonus, severance or similar plan implemented for the benefit of Seller’s current and former employees; (viii) all Liabilities, whether presently in existence or arising hereafter with respect to the corporate staff of Seller who are not Transferred Employees; (ix) all Liabilities for Taxes relating to periods (or any portion of a period) ending on or prior to Closing; (x) all liabilities and obligations of Seller arising with respect to periods subsequent relating to the Closing Date under any franchisePending Litigation; (xi) royalty or similar payments to third parties in connection with Owned Intellectual Property, licensewhether arising before, permit, lease, instrument on or agreement transferred to Buyer hereunder and, with respect to periods prior to and including after the Closing Date; and (xii) royalty or similar payments to third parties in connection with Licensed Intellectual Property (A) which is not the subject of an Assumed Contract, to assume and discharge all obligations of Seller (B) which is not a Post-Petition Account Payable or (C) to the extent that the Purchase Price such payment is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions Cure Cost other than a Cure Cost relating to any period before Seller has obtained the approval of the parties granting the an Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) Assumed Contract under Section 1.6 hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising.

Assumption of Liabilities. Buyer The Company Group shall agree not assume, and the Seller Group and the Purchaser Group, as applicable, shall retain, all Liabilities, including any Liability for any Indebtedness and any Liability arising out of any Excluded Assets (subject to assume and discharge ------------------------- all debts, liabilities and obligations of Seller arising the following provisos with respect to periods subsequent Company Assumed Liabilities, the “Excluded Liabilities”), provided that, that the Company shall assume, and agrees to faithfully discharge or perform (i) all Liabilities related to the Businesses of the Company Group and the Seller Group and the Purchaser Group that arise out of the Transferred Business Assets in the Ordinary Course of Business to the extent not in contravention of the provisions of this Share Purchase Agreement (including (A) accounts payable of the Business incurred in the Ordinary Course of Business other than amounts payable between the Purchaser Group and the Seller Group; (B) any Liability to the Seller Group or the Purchaser Group’s respective customers under standard warranty agreements given by the Seller Group or the Purchaser Group, as applicable, to its customers in the Ordinary Course of Business prior to Closing, (C) any Liability to the Seller Group’s customers incurred by the Seller Group in the Ordinary Course of Business for orders outstanding as of the Closing Date and any Liability to the Purchaser Group’s customers incurred by the Purchaser Group in the Ordinary Course of Business for orders outstanding as of the Closing Date, (D) any Liability of the Seller Group or the Purchaser Group, as the case may be, arising after the Closing Date under any franchise, license, permit, lease, instrument Transferred Material Contract transferred and assigned to the Company Group or agreement transferred any Contract that is entered into by Seller Group or the Purchaser Group after the date hereof in accordance with the provisions of this Share Purchase Agreement in either case whether or not attributable to Buyer hereunder and, with respect to periods prior to and including events or occurrences arising following the Closing Date, and (E) all Liabilities and obligations (including with respect to assume any claims that the Business Products infringe, misappropriate or otherwise violate the Intellectual Property rights of any other Person) related to the conduct and discharge all obligations operation of Seller the Company Group’s Business or that arise out of the Transferred Business Assets to the extent that attributable to events or occurrences arising following the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from (ii) any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein Liabilities assumed pursuant to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, ICON Capital Financing Guaranty (any and all Indemnifiable Claims Liabilities to the extent they arise provided for in clauses (ai) out to (ii) collectively, the “Company Assumed Liabilities”). For the avoidance of doubt, the Company Assumed Liabilities shall not include any debt, liability or obligation arising with respect Liabilities (including any accounts payable) required to periods prior to the Closing Date for which no reduction of the Purchase Price has been made be eliminated pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and Section 5.6. (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising.)

Assumption of Liabilities. Buyer shall agree (a) Assignee hereby assumes responsibility to assume faithfully and discharge ------------------------- all debtspunctually perform, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume satisfy and discharge all obligations of Seller the duties, obligations, terms, conditions, covenants and liabilities arising or accruing after the date of the Closing that Assignor is otherwise bound to perform, discharge or otherwise satisfy under the extent that the Purchase Price is reduced Lease, including without limitation, pursuant to Paragraph 4(bSection 18.04 (B) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims"viii) arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) of the Lease regarding (i) the use of the “Demised Premises” (as that term is defined in the Lease) in accordance with the restrictions set forth in the Lease and (ii) the payment of “Rent” (as that term is defined in the Lease). Assignor does hereby agree to indemnify, defend and hold Assignee harmless from any debtloss (including without limitation attorneys’ fees and costs), liability claim or obligation cause of Seller action arising or accruing under or in connection with any of the following: (i) the Lease based upon events, acts or omissions that occurred on or before the date of the Closing; (ii) any future written assignments executed and delivered by and between Assignor and Assignee based upon events, acts or omissions that occurred on or before the date of the Closing; or (iii) the failure of Assignor to perform its obligations under this Assignment and Assumption Agreement. Assignee does hereby agree to indemnify, defend and hold Assignor harmless from any loss (including without limitation attorneys’ fees and costs), claim or cause of action arising or accruing under or in connection with any of the following: (i) the Lease based upon events, acts or omissions that occurred after the date of the Closing; (ii) any future written assignments executed and delivered by and between Assignee and Assignor based upon events, acts or omissions that occurred after the date of the Closing; or (iii) the failure of Assignee or Operating Assignee to perform their respective obligations under this Assignment and Assumption Agreement. (b) Notwithstanding any other provision of this Assignment and Assumption Agreement to the contrary, Assignor shall remain liable to the Port Authority in connection with the performance of all liabilities and obligations under the Lease to the same extent as if this Assignment and Assumption Agreement had not expressly assumed hereunderbeen executed. The foregoing sentence does not, whenever arisinghowever, in any way relieve (i) Assignee or Operating Assignee from the liabilities and obligations that each owes to Assignor which are set forth in this Assignment and Assumption Agreement or (ii) Assignor from the liabilities and obligations that it owes to Assignee and Operating Assignee which are set forth in this Assignment and Assumption Agreement.

Assumption of Liabilities. Buyer shall agree to The Purchaser does not assume and discharge ------------------------- all debtsshall have no liability whatsoever for any liability or obligation of any nature of the Sellers, other than those liabilities and obligations arising from agreements assigned to Purchaser by Sellers (and for which Sellers and Purchaser have obtained the written consent of Seller arising with respect to periods subsequent to the applicable third parties) after Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant same are expressly noted as accepted in writing by Purchaser in a separate written notice provided by Purchaser to Paragraph 4(b) hereof; providedSellers at or after Closing or are noted as "Assumed Liabilities" on EXHIBIT A subject to any limitations noted on EXHIBIT A (collectively, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained "ASSUMED LIABILITIES"). Subject solely to the approval effect of the parties granting the Additional Agreements terms set forth on EXHIBIT A and/or in any separate written notice referred to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed first sentence of this Section, Purchaser shall reimburse Sellers for the costs incurred by Buyer hereunderSellers in connection with the Assumed Liabilities. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein Notwithstanding anything to the contrary notwithstandingin the first sentence of this Section, there Purchaser shall not be obligated to assume the agreements comprising Assumed Liabilities unless such assumption is hereby excluded from on terms satisfactory to Purchaser, provided that Purchaser agrees to use commercially reasonable efforts to reach such acceptable terms with any third party to such agreements, provided, further, that Sellers understand and agree that the assumed obligationsdecision to assume any such agreement shall be in Purchaser`s sole discretion (for example, and Seller hereby agrees to retain and dischargewithout limitation, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out the failure of any debta third party to provide a license for its products that will enable Purchaser to utilize such products for itself (and not just for the benefit of Sellers) to enable global service bureau operations, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereofoffsite licensing and product sales, (b) out of any debtincrease proposed by a third party with respect to its fees or costs, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debtrequirement that Purchaser assume liabilities of Sellers that exist or existed prior to June 1, liability 2002, (d) any determination by Purchaser or a third party that Sellers are not sufficiently participating in the settlement of outstanding issues or indebtedness, and (e) any determination by Purchaser that it would have to accept an obligation related to providing multiple server or connectivity redundancy or technology facilities or service of Seller not expressly assumed hereunderany kind from any physical location other than Purchaser`s facility in Texas, whenever arisingwould excuse Purchaser from concluding an assignment). At the reasonable request of any Seller, Purchaser shall consider in good faith (but without any obligation) incurring costs for other unknown equipment useful in operating the Assets to the extent Sellers agree to reduce the cost of other Assumed Liabilities in a manner that offsets any proposed increased cost.

Assumption of Liabilities. Buyer (a) At the Closing, the Purchaser shall assume (and shall agree to assume discharge, pay and discharge ------------------------- all debtsperform in accordance with their terms) only the following Liabilities of the Seller (each an “Assumed Liability,” and collectively, the “Assumed Liabilities”), and no other liabilities and or obligations of the Seller whatsoever: (i) all of the Seller’s Liabilities under the Assumed Contracts arising on or after the Closing Date (other than any Liabilities arising out of any breach or default that occurred prior to the Closing Date); (ii) all of the Seller’s Liabilities to customers under the conditions of the Seller’s vehicle order forms or special parts order forms arising with respect to periods subsequent to any customer deposits received in the Closing Date under any franchiseordinary course consistent with past practices, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that (A) the Purchase Price terms and conditions thereof are reasonably acceptable to the Purchaser and consistent with the Seller’s past practices and current market as would be acknowledged during the Due Diligence Period, (B) the associated deposit is reduced pursuant not escheatable or otherwise subject to Paragraph 4(bforfeiture to the State of Tennessee as unclaimed property, and (C) hereofthe associated vehicles are currently scheduled for production, which such Liabilities shall be reflected at the Closing on a schedule, and, along with any such Seller’s vehicle order or special parts order forms, shall be delivered during the Due Diligence Period and then updated at the Closing (the “Customer Deposits”); provided, however, that Buyer the Purchaser shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval any of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") ’s Liabilities arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability breach of or obligation arising with respect to periods default under such vehicle order that occurred prior to the Closing Date for which no reduction Date; (iii) all of the Seller’s obligations to complete WIP; and (iv) all of the Seller’s We-Owes, the value of which shall be subtracted from the Purchase Price has been made pursuant to Paragraph 4(b) hereof, Price. (b) Except as otherwise provided in this Section 2.3, the Purchaser shall not assume, or in any way be responsible or liable for, any Retained Liabilities. “Retained Liabilities” shall mean each and every Liability of the Seller, other than the Assumed Liabilities, including (i) any Liabilities of the Seller arising out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval operation of the parties granting Business prior to the Additional Agreements Closing Date, (ii) conditions existing or alleged to have existed or any acts or omissions occurring or alleged to have occurred at the Dealership Premises prior to the Closing Date, including any Liabilities described in this Agreement or the Schedules, (iii) any Liabilities attributable to violations of any Applicable Law, (iv) any pending or threatened Proceeding against the Seller's transfer of the Additional Agreements to Buyer, and (cv) any debt, liability chargebacks from the cancellation/termination of finance or obligation of insurance products on vehicles sold by the Seller not expressly assumed hereunder, whenever arisingprior to the Closing Date.

Assumption of Liabilities. (a) Buyer shall agree hereby assumes, and agrees to assume perform, and otherwise pay, satisfy and discharge ------------------------- all debts, existing and future liabilities and obligations of the Event Consulting Business. The liabilities assumed by the Buyer are referred to herein as the “Assumed Liabilities”. Seller arising with respect also agrees to periods subsequent assign any and all claims, causes of action, and affirmative defenses which it ever had, now has, or hereafter may have, whether currently known or unknown relating to the Closing Date under any franchiseAssumed Liabilities to Buyer. (b) Buyer hereby assumes, licenseand agrees to perform, permitand otherwise pay, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume satisfy and discharge all existing and future liabilities and obligations relating to the Purchased Assets (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including (a) all liabilities of the Seller for transfer, sales, use, and other non-income taxes arising in connection with the consummation of the transactions contemplated hereby, and (b) all liabilities and obligations of the Seller under the agreements, contracts, licenses, and other arrangements referred to in the extent that definition of Purchased Assets, including but not limited to any claims, debts, expenses, liabilities, and claims or legal fees whatsoever associated with or incurred as a result of such Assumed Liabilities (collectively the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided“Assumed Liability Expenses”), however, and that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not will forever indemnify and hold harmless the Company against such Assumed Liabilities and any Assumed Liability Expenses following the Closing. Seller from hereby represents that it has no knowledge of any ------- Indemnifiable Claims arising under Additional Agreements liabilities or obligations related to the Purchased Assets and that Seller has not created any liability or obligation that relates to the Purchased Assets since October 2, 2009. (c) Effective as of the Closing, the Company hereby agrees to assume, and agree to perform, and otherwise pay, satisfy and discharge all existing and future liabilities and obligations relating to any and all of the liabilities of the Company which are not part of the Assumed Liabilities (the “Non-Assumed Liabilities”) (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including but not limited to any claims, debts, expenses, liabilities, and claims or legal fees whatsoever associated with or incurred as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligationssuch Non-Assumed Liabilities, and Seller hereby agrees to retain and discharge, and to that the Company will forever indemnify and hold harmless Buyer harmless from against such Non-Assumed Liabilities and against, any Non-Assumed Liability Expenses following the Closing. Company and all Indemnifiable Claims to the extent they arise (a) out Buyer both acknowledge that neither of them is aware of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingsuch liabilities.

Assumption of Liabilities. Buyer shall agree (a) At the PR Closing and effective as of the PR Effective Time, subject to the terms and conditions set forth in this PR Purchase Agreement, Seller will assign, and Purchaser will assume and will, as they become due, pay, perform and discharge ------------------------- the Assumed Liabilities. Purchaser’s obligations under this Section 2.2(a) shall not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant of this PR Purchase Agreement or any right or alleged right to indemnification under this PR Purchase Agreement. (b) Notwithstanding anything to the contrary set forth in this PR Purchase Agreement, other than the Assumed Liabilities, neither Purchaser nor any of its Affiliates will assume any liability or obligation of Seller or any of its Affiliates under this PR Purchase Agreement, and Seller and its Affiliates shall retain all debts, of its and their other liabilities and obligations that are not Assumed Liabilities, including those arising (whether before or after the PR Effective Time) from (i) the operation of Seller arising with respect to periods subsequent the PR Branch, the administration of the Purchased Assets or the administration of the Assumed Liabilities, in each case of the foregoing, during the period prior to the Closing Date under PR Effective Time, including as a result of any franchise, license, permit, lease, instrument act or agreement transferred to Buyer hereunder and, with respect to periods omission by Seller and its Affiliates prior to the PR Effective Time; (ii) Pre-Closing Taxes; (iii) any liability or obligation expressly retained by Seller under this PR Purchase Agreement, (iv) the Excluded Assets and including (v) the Closing DateExcluded Deposits (collectively, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof“Excluded Liabilities”); provided, however, that Buyer shall “Excluded Liabilities” will not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against include any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation liabilities or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims obligations to the extent they arise (a) out arising from Purchaser’s administration of any debtthe Purchased Assets or administration of the Assumed Liabilities, in each case of the foregoing, during the period following the PR Effective Time notwithstanding that such liability or obligation arising following the PR Effective Time may have resulted from business practices or conduct that is consistent with the business practices or conduct of Seller or any of its Affiliates with respect to periods the operation of the PR Branch, the administration of the Purchased Assets or the administration of the Assumed Liabilities, in each case of the foregoing, prior to the Closing Date for PR Effective Time, in which no reduction case Seller shall be liable in respect of such matter only up to the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingPR Effective Time.

Assumption of Liabilities. At the Closing, Buyer shall assume, and shall agree to assume satisfy and discharge ------------------------- all debts, as the same become due only those liabilities and obligations of Seller arising with respect to periods subsequent to specifically listed on SCHEDULE 1.3 hereto (the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder "Assumed Obligations") and, with respect subject to periods prior Section 1.4 of this Agreement, the Assumed Leases (as hereafter defined). Buyer shall not assume, agree to and including perform or discharge, indemnify the Closing DateSeller against, to assume and discharge all obligations otherwise be responsible at any time for any liability, obligation, debt or commitment of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedSeller, howeverwhether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, that is not expressly listed on SCHEDULE 1.3 hereto. Without limiting the generality of the foregoing sentence, Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval or be responsible for any of the parties granting the Additional Agreements following: any amounts due to any of Seller's transfer creditors listed on SCHEDULE 1.3 hereto in excess of the Additional Agreements amounts expressly listed thereon; any matured obligations under leases, licenses, contracts or agreements in excess of the amounts expressly listed on SCHEDULE 1.3 hereto; any liabilities, obligations, debts or commitments of Seller incident to, arising out of, or incurred with respect to, this Agreement and the transactions contemplated hereby; any and all sales, use, franchise, income, gross receipts, excise, payroll, personal property (tangible or intangible), real property, ad-valorem, value added, leasing, leasing use, or other taxes, levies, imposts, duties, charges or withholdings of any nature arising out of the transactions contemplated hereby. Seller further agrees to Buyer, whereupon satisfy and discharge as the Additional Agreements same shall be deemed to be included in the assets to be become due all of its obligations and liabilities not specifically assumed by Buyer hereunder. Buyer's assumption of the Assumed Obligations shall in no way expand the rights and remedies of third parties against Buyer hereby as compared to the rights and remedies which such parties would have had against Seller or Pick had this Agreement not been consummated. Effective as of the Closing Date, all of Seller's employees shall be terminated by Seller. On or shortly after the Closing Date, Buyer shall make offers of employment, on the same terms and conditions as existing immediately prior to Closing, to all of Seller's employees, except that Buyer may choose not to make an offer of employment to any of Seller's employees with respect to which Buyer is in possession of information that would justify the refusal to hire an employee in the exercise of Buye s reasonable discretion. With respect to any employee of Seller that accepts an offer of employment from Buyer, Buyer agrees to indemnify Seller and to hold Seller harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") severance or similar type liability arising from any subsequent termination of that employee's employment by reason of the ownership, operation or control of the System after Closing DateBuyer; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, have no such liability or obligation arising with respect to periods prior to the Closing Date for which no reduction any employee of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out Seller who refuses an offer of any debt, liability employment with Buyer or obligation arising under the Additional Agreements arising as a result of actions relating with respect to any period before employee of Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to for whom Buyer, and (c) any debtin the exercise of its reasonable discretion as set forth above, liability or obligation chooses not to make an offer of Seller not expressly assumed hereunder, whenever arisingemployment.

Assumption of Liabilities. Upon the sale and purchase of the Assets, Buyer shall assume and agree to pay or discharge when due in accordance with their respective terms, those liabilities (“Liabilities”) listed on Schedule 1.3. Buyer shall not assume and discharge ------------------------- all debts, or be liable for any liabilities and or obligations of Seller arising with respect to periods subsequent at or prior to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred unless specifically identified on Schedule 1.3 after such Schedule is updated to Buyer hereunder and, with respect to periods prior to and including the Closing Datedate. Without limiting the foregoing, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval and shall not pay any of the parties granting following liabilities or obligations: a. Liabilities incurred by Seller in connection with this Agreement, and the Additional Agreements transactions provided for herein, including, without limitation, counsel and accountant’s fees and expenses pertaining to the performance by Seller of its obligations hereunder. b. Taxes (as defined in Section 2.5 hereof) of Seller's transfer , whether relating to periods before or after the transaction contemplated in this Agreement or incurred by Seller in connection with this Agreement and the transactions provided for herein. c. Liabilities of Seller with respect to any options, warrants, agreements or convertible or other rights to acquire any shares of its capital stock of any class; and d. Liabilities in connection with or relating to any actions, suits, claims, proceedings, demands, assessments and judgments, costs, losses, liabilities, damages, deficiencies and expenses (whether or not arising out of third-party claims), including, without limitation, interest, penalties, attorneys’ and accountants’ fees and all amounts paid in investigation, defense or settlement of any of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets foregoing. The liabilities to be assumed by the Buyer hereunderunder this Agreement are hereinafter sometimes referred to as the “Liabilities” and the liabilities that are not assumed by Buyer under this Agreement are hereinafter sometimes referred to as the “Excluded Liabilities”. The assumption of said Liabilities by Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer hereunder shall not indemnify and hold harmless Seller from enlarge any ------- Indemnifiable Claims arising rights of third parties under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to contracts or arrangements with Buyer or Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold nothing herein shall prevent Buyer harmless from and against, contesting in any and all Indemnifiable Claims to the extent they arise (a) out manner any of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingsaid Liabilities.

Assumption of Liabilities. Upon the sale and purchase of the Subject Assets, Buyer shall agree to assume perform and discharge ------------------------- all debts, (i) the outstanding liabilities and obligations of Seller arising with respect under the Contracts except for any obligations or liabilities attributable to periods subsequent to a breach of the contracts on the part of the Seller; and (ii) the liabilities as set forth in the Closing Date under any franchiseNet Current Asset Disclosure as defined in Section 1.4(c), license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, except that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval and shall not pay any of the parties granting following liabilities or obligations: (a) liabilities incurred by Seller in connection with this Agreement and, except as otherwise provided in paragraph 10 of Part II of EXHIBIT 1.7 hereto, the Additional Agreements transactions provided for herein, including, without limitation, counsel and accountants' fees, and expenses pertaining to the performance by Seller of its obligations hereunder and any retention bonus payable in connection with the Seller's transfer sale of the Additional Agreements Business to BuyerIan Xxxx, whereupon Xxdax XxXxxxxx, Xxrtxx Xxxxxxx xxx Damixx Xxxxx (xxe "Executive Employees"); (b) all income taxes, corporation taxes, and chargeable gains taxes, (collectively, "Taxes") of Seller, whether relating to periods before or after the Additional Agreements shall be deemed transactions contemplated in this Agreement or incurred by Seller in connection with this Agreement and the transactions provided for herein, including any liability for Taxes arising out of the inclusion of Seller in any group filing consolidated, combined or unitary tax returns or arising out of any transferee liability; and (c) the PAYE and value added tax accruals in respect of the Seller's operation of the Business prior to be included in the assets Closing. The liabilities to be assumed by Buyer hereunder. Buyer hereby agrees under this Agreement are hereinafter sometimes referred to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (as the "Indemnifiable ClaimsLiabilities" and the liabilities which are not assumed by Buyer under this Agreement are hereinafter sometimes referred to as the ") arising Excluded Liabilities." The assumption of such Liabilities by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer any party hereunder shall not indemnify enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and hold harmless Seller nothing herein shall prevent any party from contesting in good faith with any ------- Indemnifiable Claims arising under Additional Agreements as a result third party any of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingsuch Liabilities.

Assumption of Liabilities. Buyer On and subject to the terms and conditions of this Agreement, Xxxxx shall agree to assume and discharge ------------------------- become responsible for all debtsof the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any Liabilities of Sellers not expressly included within the definition of Assumed Liabilities, including: (i) Taxes related to the Business for all Tax Periods prior to and following Closing, and related to the Purchased Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (ii) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (iii) liabilities to the extent relating to the Excluded Assets; (iv) liabilities and obligations of Seller arising with respect Sellers under this Agreement; (v) all intercompany obligations, liabilities and Indebtedness, including any note Indebtedness, owed by Sellers to periods subsequent any Affiliates of Sellers; (vii) any Employee Obligations to any Employee (past, present or future) of the Sellers; (viii) any Employee Claim; and (ix) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the “Excluded Liabilities”). Xxxxx’s assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to rights and including remedies which such parties would have had against Sellers had this Agreement not been consummated. From and after the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyerpay, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain perform and discharge, as and when due or as may otherwise be agreed between Buyer and the obligee, all of the Assumed Liabilities. The “Assumed Liabilities” are specifically limited only to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims post-Closing Liabilities relating to the extent they arise Purchased Assets only (a) out of and expressly excludes any debtLiabilities relating to the Purchased Assets that arose, liability that accrued, or obligation arising with respect to periods that were incurred prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(bClosing) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions and all Liabilities relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements amounts required to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingbe paid by Buyer under this Agreement.

Assumption of Liabilities. Buyer (a) At the Closing, the Purchaser shall assume (and shall agree to assume discharge, pay and discharge ------------------------- all debtsperform in accordance with their terms) only the following Liabilities of the Seller (each an “Assumed Liability,” and collectively, the “Assumed Liabilities”), and no other liabilities and or obligations of the Seller whatsoever: (i) all of the Seller’s Liabilities under the Assumed Contracts arising on or after the Closing Date (other than any Liabilities arising out of any breach or default that occurred prior to the Closing Date); (ii) all of the Seller’s Liabilities to customers under the conditions of the Seller’s vehicle order forms or special parts order forms arising with respect to periods subsequent to any customer deposits received in the Closing Date under any franchiseordinary course consistent with past practices, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that (A) the Purchase Price terms and conditions thereof are reasonably acceptable to the Purchaser and consistent with the Seller’s past practices and current market, (B) the associated deposit is reduced pursuant not escheatable or otherwise subject to Paragraph 4(bforfeiture to the State of West Virginia as unclaimed property, and (C) hereofthe associated vehicles are currently scheduled for production, which such Liabilities shall be reflected at the Closing on a schedule, and, along with any such Seller’s vehicle order or special parts order forms, shall be delivered at the Closing (the “Customer Deposits”); provided, however, that Buyer the Purchaser shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval any of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") ’s Liabilities arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability breach of or obligation arising with respect to periods default under such vehicle order that occurred prior to the Closing Date for which no reduction Date; (iii) all of the Seller’s obligations to complete WIP; (iv) all of the Seller’s We-Owes, the value of which shall be subtracted from the Asset Purchase Price has been made pursuant Price; and (v) all of the Seller’s Liabilities under the Princeton Premises Lease, the Summersville Premises Lease, and the Oak Hill Used Premises Lease arising on or after the Closing Date (other than any Liabilities arising out of any breach or default that occurred prior to Paragraph 4(b) hereof, the Closing Date). (b) Except as otherwise provided in this Section 2.3, the Purchaser shall not assume, or in any way be responsible or liable for, any Retained Liabilities. “Retained Liabilities” shall mean each and every Liability of the Seller, other than the Assumed Liabilities, including (i) any Liabilities of the Seller arising out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval operation of the parties granting Business prior to the Additional Agreements Closing Date, (ii) conditions existing or alleged to have existed or any acts or omissions occurring or alleged to have occurred at the Dealership Premises, in each case, alleged by a third party prior to the Closing Date, including any Liabilities described in this Agreement or the Schedules, (iii) any Liabilities attributable to violations of any Applicable Law, (iv) any Proceeding pending or threatened against the Seller's transfer of the Additional Agreements to Buyer, and (cv) any debt, liability chargebacks from the cancellation/termination of finance or obligation of insurance products on vehicles sold by the Seller not expressly assumed hereunder, whenever arisingprior to the Closing Date.

Assumption of Liabilities. Upon the terms and subject to the conditions hereinafter set forth, Seller agrees to assign, and Buyer shall agree agrees to assume and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent to liability on the Closing Date under any franchisefor: (a) All deposit accounts, licenseof every kind and description, permit, lease, instrument maintained at or agreement transferred to Buyer hereunder and, with respect to periods prior to and including for the Branch Offices as the same shall exist on the Closing Date, to assume as defined in Article VI hereof, together with interest accrued thereon through the "Closing Date" ("Liabilities"). Said Liabilities total approximately $99.0 million as of April 30, 2000 and discharge all obligations are more fully identified on Exhibit B and Exhibit B-1 hereto (Seller shall within five (5) days from the date of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval this Agreement provide a more detailed listing of the parties granting the Additional Agreements Liabilities as of April 30, 2000, to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements be assumed.) Exhibit B and Exhibit B-1 shall be deemed to be included in the assets to be assumed updated as of a date agreed upon by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise within ten (a10) out of any debt, liability or obligation arising with respect to periods business days prior to the Closing Date for (the "Cut-Off Date") and which no reduction updated Exhibit B shall be delivered by Seller to Buyer on the Closing Date. Exhibit B and Exhibit X-x shall be further updated as of the Purchase Price has been made pursuant Closing Date and delivered by Seller to Paragraph 4(bBuyer within fifteen (15) hereofdays after the Closing Date. In connection with the assumption by Buyer of the Liabilities, Seller shall transfer and deliver to Buyer as of the Closing Date the originals of all records, documents and information relating to the Liabilities, including such as shall be necessary to enable Buyer to comply with any applicable tax withholding requirements relating to the Liabilities. (b) out of any debt, liability or obligation arising under Contractual obligations assumable by Buyer without penalty and related to the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval operation of the parties granting Branch Offices and any other obligations assumed by Buyer associated with the Additional Agreements to Seller's transfer Assets, as defined below, and which are described on Exhibit C hereto. Exhibit C shall also include any other agreements not otherwise assumed affecting the occupancy of the Additional Agreements Branch Offices or which restrict the use of the Branch Offices. Seller shall, within five business (5) days from the date of this Agreement, provide copies of the Contracts identified on Exhibit C. Exhibit C shall be further updated as of the Closing Date and delivered by Seller to Buyer, and Buyer at Closing. (c) Except for the liabilities specifically assumed as set forth in Section 11(a) and (b) of this Agreement, Buyer is not assuming any debtother liabilities or obligations, liability whether or obligation not the same is in any way involved, either directly or indirectly, with the operation by Seller of its business or to which Seller may have become a party or liable by reason of its business. Liabilities not assumed include, but are not limited to, the following: (i) Excluded Deposits (as described in Exhibit B); (ii) Seller's cashier checks, money orders, interest checks and expense checks issued prior to the Closing Date, consignments of U.S. Government bonds, if any, and any and all traveler's checks; (iii) liabilities or obligations of Seller with respect to any litigation, suits, claims, demands or governmental proceedings existing at the time of or arising out of or relating to acts, events or omissions to act that occurred at or prior to the Closing Date; (iv) liabilities of Seller for or under any data processing contracts; and (v) other equipment leases not expressly assumed hereunder, whenever arisingby Buyer.

Assumption of Liabilities. (a) On the terms and subject to the conditions set forth in this Agreement, from and after the Closing, the Buyer shall agree to will assume and discharge ------------------------- satisfy (collectively, the “Assumed Liabilities”): (i) the obligations of the Seller under those Acquired Contracts specified in Schedule 1.5 either to furnish goods, services and other non-cash benefits to another party (the “Purchase Orders”); (ii) to pay for goods, services and other non-cash benefits that another party will furnish to it after the Closing; (iii) the obligations of the Seller for the payment of accrued but unused “paid time off” balances with regard to those employees of Seller who will become employees of the Buyer on or about the first business day after the Closing Date(the “Accrued PTO Liability”); and (iv) the Seller’s warranty obligations to customers related to the Business. (b) The Seller is solely responsible and liable for paying all debtsamounts owing, whether or not yet due, by Seller under any contract (the “Accounts Payable”) and for curing all defaults, claims, liabilities and obligations or causes of action against Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller except with regard to the extent that Assumed Liabilities. Seller shall pay the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included Accounts Payable in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify ordinary course of business and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements in like manner as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods it did prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and Date. (c) In the event that Seller fails to timely pay any debtaccount payable with regard to any vendor of the Business and where such failure may cause the vendor to refuse to provide goods or services to the Buyer after the Closing Date; the Buyer, liability in its sole discretion, may, but shall not be obligated to, satisfy such delinquent account payable. In such event, the Buyer will promptly give written notice to the Seller with proof of payment and Seller shall remit to Buyer the amount of such payment made by Buyer. (d) Although Buyer is assuming the Purchase Orders, Buyer will on or obligation before March 1, 2007 cancel all purchase orders with delivery dates after March 31, 2007 and provide evidence of Seller not expressly assumed hereunder, whenever arisingsuch cancellations to Seller.

Assumption of Liabilities. Buyer shall agree Section 1.1. The Borrower hereby acknowledges and confirms that it has assumed and is liable for the Assumed Obligations and agrees to assume and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent pay the same to the Closing Date under any franchiseBank, licensetogether with interest thereon, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to on and including the Closing Date, to assume and discharge all obligations of Seller subject to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval terms and conditions of the parties granting Credit Agreement to the Additional Agreements to Seller's transfer same extent and with the same force and effect as if the Borrower had originally executed the Credit Agreement and the Borrower had originally been the obligor on the Assumed Obligations in the place and stead of Old PFP. Section 1.2. The New Obligations and the Additional Agreements to Buyer, whereupon the Additional Agreements Assumed Obligations shall be deemed "Obligations" of the Borrower under and as defined in, and shall be subject to all of the terms and conditions of, the Collateral Documents as supplemented hereby and shall be included secured by all the collateral, and entitled to all other benefits and security, described or referred to in the assets Collateral Documents as so supplemented, all to be assumed by Buyer hereunderthe same extent and with the same force and effect as if the Assumed Obligations had originally been provided to the Borrower under the Credit Agreement and originally been entitled to all benefits and security described or referred to therein. Section 1.3. Buyer hereby agrees to indemnify and to hold harmless from and against any and The Borrower further acknowledges that all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control Collateral of Old PFP acquired by the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements Borrower as a result of actions relating the Conversion (the "Transferred Collateral") was acquired by and is held by the Borrower subject to any period before Seller has obtained the approval security interests and Liens created in favor of the parties granting Bank under and pursuant to the Additional Agreements to Seller's transfer Collateral Documents. Notwithstanding the execution and delivery hereof, the Credit Agreement and Collateral Documents shall be and remain in full force and effect as supplemented hereby and any rights and remedies of the Additional Agreements to Buyer. Anything herein Bank thereunder, obligations of the Borrower thereunder and any Liens or security interests created or provided for thereunder shall be and remain in full force and effect as contemplated hereby and shall not be discharged, it being specifically understood and agreed that the Credit Agreement and Collateral Documents as supplemented hereby shall constitute and be a continuation of the rights, remedies, Liens and security interests in favor of the Bank and the obligations of Old PFP to the contrary notwithstandingBank, there is which exist under the Credit Agreement and Collateral Documents. Section 1.4. In evidence of the foregoing, the Borrower hereby excluded from adopts the assumed obligationsCredit Agreement and the other Loan Documents (as defined in the Credit Agreement) as new and separate contracts with the Bank, all to the same extent and Seller hereby agrees to retain with the same force and discharge, effect as if the Borrower had originally executed the Credit Agreement and to indemnify and hold Buyer harmless from and against, any the other Loan Documents and all Indemnifiable Claims references therein to Old PFP were references to the Borrower. The Borrower hereby acknowledges and agrees that all of the terms and conditions contained in the Credit Agreement and the other Loan Documents, with all references therein to Old PFP deemed references to the Borrower and except to the extent they arise the Credit Agreement and the other Loan Documents are otherwise amended or modified hereby, shall be applicable to all indebtedness, obligations and liabilities of the Borrower to the Bank, including the Assumed Obligations and the New Obligations. The Borrower agrees to observe and comply with all of the terms and conditions of the Credit Agreement and the other Loan Documents as supplemented hereby and hereby repeats and reaffirms for the benefit of the Bank all grants (including grants of Liens and security interests), covenants, agreements, representations and warranties contained in the Credit Agreement and the other Loan Documents as supplemented hereby, each and all of which are and shall remain applicable to all the indebtedness, obligations and liabilities of the Borrower. Without limiting the foregoing, in order to secure the payment of all Obligations of the Borrower, the Borrower does hereby agree that the Bank has and shall continue to have a continuing security interest in, all and singular the Borrower's Investment Property (as defined in the Pledge Agreement), the Pledged Account and all of the other collateral described or referred to in the granting clauses of each of the Collateral Documents. Section 1.5. In order to induce the Bank to accept this Agreement, the Borrower represents and warrants to the Bank that (a) out the Conversion of any debt, liability or obligation arising with respect to periods prior to Old PFP into the Closing Date for which no reduction Borrower and the execution and delivery of the Purchase Price has been made this Agreement was pursuant to Paragraph 4(b) hereofdue corporate and limited liability company authorization on the part of Old PFP and the Borrower, including any necessary shareholder or member authorization, (b) out of any debt, liability or this Agreement is a valid and binding obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to BuyerBorrower, enforceable in accordance with its terms, and (c) any debtas of the date hereof and as of the time that this Agreement becomes effective, liability each of the representations and warranties set forth in the Credit Agreement and the other Loan Documents as supplemented hereby are and shall be and remain true and correct in all material respects and the Borrower shall be in compliance with the terms and conditions of the Credit Agreement and the other Loan Documents as so supplemented and no Default or obligation Event of Seller not expressly assumed hereunder, whenever arisingDefault (each as defined in the Credit Agreement as so supplemented) shall have occurred and be continuing.

Assumption of Liabilities. Buyer Subject to the terms and conditions set forth in this Agreement, at the Closing, in consideration for the assignment, conveyance, transfer and‌ delivery of the Acquired Assets to Purchaser, Purchaser shall agree to assume and discharge ------------------------- all debtsonly the following Liabilities as set forth on Schedule 2.3 (collectively, liabilities and obligations the “Assumed Liabilities”): (a) the Liabilities of Seller arising with respect to periods subsequent to under the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller Assigned Contracts solely to the extent that arising after the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall Closing and not assume the -------- ------- Additional Agreements until Seller has obtained the approval arising out of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability events occurring or obligation arising with respect to periods facts existing at or prior to the Closing Date for which no reduction (specifically excluding the Excluded Assets arising from and after the Closing Date); provided however, Purchaser is not assuming any Liabilities of Seller in respect of breach of or default under, or noncompliance with any Acquired Contract that occurs during or is related to the Purchase Price has been made pursuant period prior to Paragraph 4(b) hereof, the Closing to the extent such Liabilities do not exceed the Holdback Deposit; (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and [reserved]; (c) the Liabilities arising in connection with the use and operation of the Leased Real Property from and after the Closing Date and not arising out of or relating to events occurring or facts existing at or prior to the Closing; provided however, Purchaser is not assuming any debt, liability or obligation Liabilities of Seller in respect of breach of or default under, or noncompliance with the Leased Real Property that occurs during or is related to the period prior to the Closing Date to the extent such Liabilities do not expressly exceed the Holdback Deposit; (d) [reserved]; (e) the Liabilities relating to or arising from the Acquired Assets solely to the extent arising from the period commencing after the Closing Date; (f) [reserved]; (g) [reserved]; (h) [reserved]; and (i) the Liabilities assumed hereunderpursuant to Section 7.4. Notwithstanding anything in this Agreement to the contrary, whenever arisingSeller hereby acknowledges and agrees that Purchaser is not assuming from Seller, nor is in any way responsible for, the Excluded Liabilities. The transactions contemplated by this Agreement shall in no way expand the rights or remedies of any third party against any of Purchaser or Seller as compared to the rights and remedies that such third party would have had against Seller absent the Chapter 11 Case had Purchaser not assumed such Assumed Liabilities as set out above. Other than the Assumed Liabilities assumed by Purchaser, Purchaser is not assuming and shall not be liable for any liabilities or obligations of Seller.

Assumption of Liabilities. (a) At the Closing and as of the Closing Date, the Buyer shall assume and agree to assume pay, discharge or perform when due the following specific Liabilities related solely to the Business and discharge ------------------------- all debts, liabilities the Transferred Assets as expressly and obligations of Seller arising to the extent set forth below (the “Assumed Liabilities”): (i) Liabilities accruing after the Closing Date pursuant to the VI License and the Assigned Contracts other than Liabilities associated with respect to periods subsequent to any Assigned Contract that by its terms requires Approval unless and until such Approval is obtained; provided that the Buyer shall be liable for actions taken by the Buyer after the Closing Date under any franchisesuch Assigned Contract; (ii) Upon receipt from VI of its written consent of the assignment of Section IV Subsections (a)-(c) and Section VII of Schedule One of the VI Transition Services Agreement to the Buyer, license, permit, lease, instrument or agreement transferred Liabilities accruing after the Closing Date pursuant to Buyer hereunder and, with respect to periods Section IV Subsections (a)-(c) and Section VII of Schedule One of the VI Transition Services Agreement; (iii) If prior to and including the Effective Time the Landlord provides its written consent for the Buyer to assume the Texas Facility Lease Agreement, Liabilities accruing after the Closing Date, to assume and discharge all obligations of Seller Date pursuant to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereofTexas Facility Lease Agreement; provided, however, in no event shall the Buyer shall assume any liabilities arising under Environmental Laws arising from or related to the Seller’s operation of the Texas Facility on or prior to the Closing Date; (iv) Liabilities under the Non-Inventory Purchase Orders; (v) Liabilities related to the SerialTek Litigation, including without limitation any and all costs, expenses, and attorneys’ fees that may be incurred by Seller relating to the SerialTek Litigation, excepting only (a) the Seller Phase 1 Expenses and (b) all costs, fees and expenses related to the SerialTek Litigation that were incurred by Seller prior to the Effective Time; and (vi) Warranty Liabilities accruing in accordance with the warranties set forth in Section 4.1(v) of the Disclosure Schedule. (b) Notwithstanding anything set forth in Section 2.2 hereof or in Schedule 2.2(a), the Buyer shall not assume pursuant to this Agreement or the -------- ------- Additional Agreements until Seller has obtained the approval transactions contemplated hereby or otherwise any Liabilities of the parties granting the Additional Agreements to Seller's transfer Seller or any of the Additional Agreements to BuyerSeller’s Subsidiaries or other Affiliates other than the Assumed Liabilities, whereupon and the Additional Agreements Seller and its Subsidiaries or other Affiliates shall be deemed to be included in retain all such other Liabilities, whether arising prior to, on or after the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall including: (i) Liabilities not indemnify and hold harmless Seller related to the Business or otherwise arising with respect to the Excluded Assets; (ii) Liabilities arising from any ------- Indemnifiable Claims arising under Additional Agreements the breach or infringement or alleged breach or alleged infringement of third party intellectual property rights as a result of actions relating to any period before Seller has obtained the approval conduct of the parties granting Business or the Additional Agreements to Seller's transfer Products or the use of the Additional Agreements to Buyer. Anything herein to Transferred IP or Licensed IP by the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, or any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability its Subsidiaries or obligation arising with respect to periods Affiliates prior to the Closing Date for which no reduction of Date; (iii) Liabilities arising prior to the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions Effective Time relating to any period before Business Employee whether or not arising under or in respect of any Seller has obtained Plan; (iv) Liabilities for Taxes with respect to the approval Pre-Closing Tax Period or related to any Excluded Assets; (v) Liabilities to or with respect to or incurred in connection with any Seller Plan; (vi) Liabilities under or relating to Environmental Laws arising prior to the Closing or related to any Excluded Asset; (vii) Liabilities related to any litigation involving the Business other than related to the SerialTek Litigation; (viii) Liabilities of the parties granting Seller or its Subsidiaries or Affiliates to any broker, finder or agent for any investment banking or brokerage fees, finder’s fees or commission with respect to the Additional Agreements transactions contemplated by this Agreement; (ix) Liabilities set forth in Schedule 2.2(b); (x) Liabilities related to any return of Inventory or Products that the Seller or the Seller's transfer ’s Affiliates are required to accept other than those pursuant to Warranty Liabilities; (xi) any Pre-Closing Product Liabilities; (xii) any and all Liabilities related to Contracts, other than Covered Licenses, that are not assigned to Buyer; (xiii) Liability to pay the Seller Phase 1 Expenses; and (xiv) Any other Liabilities, other than the Assumed Liabilities, relating to the Business, the Products, the Transferred Assets or the Business Employees arising out of the Additional Agreements operation or ownership of the Business or the employment of the Business Employees, in each case, prior to Buyer, or as of the Closing Date regardless of when such Liabilities are known by a Person. The Liabilities retained by the Seller and its Subsidiaries and Affiliates pursuant to this Section 2.2(b) are referred to herein as the “Excluded Liabilities.” (c) any debt, liability or obligation The Buyer covenants and agrees with the Seller that the Buyer shall be solely responsible for payment of the Assumed Liabilities effective as of the Closing. The Seller not expressly assumed hereunder, whenever arisingcovenants and agrees with the Buyer that the Seller shall be solely responsible for the payment of all Excluded Liabilities.

Assumption of Liabilities. Buyer agrees that simultaneously with the transfer of the Acquired Assets on the Closing Date in accordance with this Agreement, it shall agree to assume and discharge ------------------------- all those debts, liabilities, obligations and contracts of Seller relating to the Acquired Assets and the conduct of the Division's business as hereinafter specified (the "ASSUMED LIABILITIES") and shall execute and deliver to Seller the Bill of Sale. (i) those accounts payable and acxxxxd expenses of Seller related to the Division as and to the extent set forth on SCHEDULE 1.3(i) hereto (the "PAYABLES"); (ii) liabilities and obligations of Seller arising accruing at or after the Closing under the Space Leases as set forth on SCHEDULE 1.1(iv) hereto. In connection with respect Buyer's assumption of the Space Lease to periods subsequent Seller's Ohio facility, Buyer, at Buyer's sole cost and expense, shall cause the landlord of such facility to consent to the assignment by Seller and assumption by Buyer of such Space Lease and the release of Seller from all obligations arising thereunder on and after the Closing Date Date. In connection with Buyer's assumption of the New York and Chicago Space Leases, Buyer and Seller, at Buyer's sole cost and expense, shall use commercially reasonable efforts to cause the landlords of such facilities to consent to the assignment by Seller and assumption by Buyer of each such Space Lease and the release of Seller from all obligations arising thereunder on and after the Closing Date. (iii) liabilities and obligations of Seller accruing at or after the Closing under any franchisethe Equipment Leases as set forth on SCHEDULE 1.1(iv) hereto; (iv) liabilities and obligations of Seller accruing at or after the Closing in connection with the Licenses as set forth on SCHEDULE 1.1(iv) hereto; (v) liabilities and obligations of Seller accruing at or after the Closing in connection with the Executory Contracts as set forth on SCHEDULE 1.1(iv) hereto and the Purchase Orders; (vi) liabilities and obligations of Seller accruing at or after the Closing in connection with and/or arising from the employees of the Division listed in SCHEDULE 6.2(ii), license, permit, lease, instrument applicable collective bargaining agreement(s) affecting same and Employee Benefits and Claims arising by reason of this transaction or agreement transferred to Buyer hereunder and, with respect to periods prior to and including arising after the Closing Date, including but not limited to assume all employee severance liabilities, if any; (vii) all liabilities and discharge all obligations of Seller resulting from claims and litigation as well as legal and/or regulatory requirements and/or orders applicable to the extent Acquired Assets and the operation thereof and/or Assumed Liabilities, accruing at or after the Closing (which, for purposes of clarity, as an example, specifically excludes the pending litigation set forth on SCHEDULE 1.3(vii) hereto); and (viii) all liabilities and obligations of Seller accruing at or after the Closing in connection with the Intellectual Property set forth on SCHEDULE 1.1(v) hereto. The Parties recognize that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval certain of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall Assumed Liabilities may be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation obligations or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods liabilities incurred prior to the Closing Date and Buyer shall be liable for which no reduction the continued performance of those obligations to the extent that they accrue at or after the Closing; Notwithstanding the foregoing, the Parties recognize and agree that certain of the Purchase Price has been made pursuant Assumed Liabilities may change in cost and composition when the Final Closing Balance Sheet is prepared in accordance with Section 1.5(i)(2) hereof and therefore that references to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under those certain Assumed Liabilities refer to such Assumed Liabilities as determined in accordance with the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingFinal Balance Closing Sheet.

Assumption of Liabilities. (a) Upon and subject to the terms and conditions set forth in this Agreement, at the Closing, Buyer shall will (or will cause its designated Affiliate to) assume and agree to assume pay, perform, and discharge ------------------------- all debts, liabilities and obligations only the Liabilities of Seller arising with respect to periods subsequent to and the Closing Date Selling Subsidiaries that are set forth below (collectively the “Assumed Liabilities”): (i) any and all Liabilities under any franchise, license, permit, lease, instrument Assumed Contract or agreement transferred to Buyer hereunder and, with respect to periods prior to and including Lease first arising after the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that in no event shall Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless any Liability resulting from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation a Breach that occurred on or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date unless Buyer continues such Breach following the Closing Date, in which case, Buyer shall assume the Liability resulting from Buyer’s Breach occurring after the Closing (but without prejudice to any Buyer Indemnitee’s rights under Section 9.1(i) and 9.1(ii) hereof or with respect to fraud for which no reduction any Breach by Seller of its representations and warranties contained herein) and Seller shall retain the Liability resulting from a Breach that occurred on or prior to the Closing; and provided, further, that for purposes of this Agreement, unless such obligation is expressly addressed otherwise in this Agreement, an obligation to make a payment under an Assumed Contract or Lease in accordance with the terms of such Assumed Contract or Lease, as the case may be, and not resulting from any Breach thereof on or prior to the Closing Date, shall be deemed to first arise under such Assumed Contract or Lease after the Closing Date only to the extent such payment obligation first becomes due after the Closing Date; (ii) any and all Liabilities related to the support, maintenance, warranty (repair and replacement), sell-through programs, price protection policies, distributor reporting programs, cooperative advertising and marketing development programs, distributor price discounts, stock rotation, and other distributor or OEM return obligations of the Purchase Price has been Business arising out of sales of Products (including the EOL Products set forth on Schedule 2.3(a)(ii)) made in the conduct of the Business prior to the Closing Date; (iii) any and all Liabilities for Taxes specifically assumed by Buyer pursuant to Paragraph 4(bSection 7.2; (iv) hereofLiabilities of Seller arising after the Closing Date pursuant to purchase orders with suppliers entered into in compliance with the requirements of Section 5.1 open as of the Closing and related solely to the Business; (v) any and all Liabilities, obligations and commitments arising from and after the Closing relating to maintenance, renewal, prosecution, issuance, opposition, attorney, assignment, recording, and/or other fees relating to the Purchased Business IP transferred hereunder; (vi) all payments due to Transferred Employees under the Retention Agreements; (vii) all Liabilities associated with the packaging, shipment and delivery of any Fixed Assets specified on Schedule 2.1(b) from Seller to Buyer after the Closing, including any export taxes directly related to the shipment or moving of any such items outside of the particular jurisdiction where such items are located; (viii) any and all Liabilities with respect to Transferred Employees under the Assumed Employee Plans; and (ix) any and all Liabilities of Seller specified on Schedule 2.3(a)(ix). (b) Buyer shall not assume or be otherwise liable, and Seller or the applicable Selling Subsidiary will be responsible, for any and all Liabilities of Seller and the Selling Subsidiaries (whether or not relating to the Business) other than the Assumed Liabilities (the “Excluded Liabilities”). The Excluded Liabilities include, without limitation: (i) any Liability for Taxes (other than Transfer Taxes specifically assumed by Buyer under Section 2.3(a)); (ii) any Liability under or related to any real estate lease other than the Leases or under or related to any Contract other than the Assumed Contracts, including, without limitation, any Liability under or related to credit facilities or other indebtedness of Seller and any security interest related thereto; (iii) any environmental or safety Liabilities resulting from Seller’s or the Selling Subsidiaries’ operation of the Business, Seller or the Selling Subsidiaries’ leasing, ownership or operation of any real property or otherwise; (iv) any Liability resulting from the compliance or noncompliance by Seller or any of the Selling Subsidiaries with any Legal Requirement or Order of any Governmental Authority; (v) any intercompany accounts payables; (vi) any Liability of Seller or the Selling Subsidiaries under this Agreement or any Related Agreement; (vii) any Liability arising out of the employment or termination of any debtEmployee (other than a Transferred Employee), liability whether before or obligation after the Closing, including, without limitation, severance pay and accrued and unused vacation; (viii) any Liability arising under out of or related to (1) the Additional Agreements employment of any Transferred Employee arising as a result of actions from or relating to the period prior to the Closing, (2) the termination of employment with Seller or any period before Seller has obtained the approval of the parties granting Selling Subsidiaries of any Transferred Employee, including, without limitation, severance pay in connection with any voluntary termination and (3) the Additional Agreements to Seller's transfer accrued and unused vacation of Transferred Employees as of the Additional Agreements to Buyer, and Closing; (cix) any debt, liability or obligation Liability relating to Excluded Assets; and (x) any Liability related to the fees disclosed on Schedule 3.19 of Seller not expressly assumed hereunder, whenever arisingthe Disclosure Schedule.

Assumption of Liabilities. Buyer shall agree (a) Assignee hereby assumes responsibility to assume faithfully and discharge ------------------------- all debtspunctually perform, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume satisfy and discharge all obligations of Seller the duties, obligations, terms, conditions, covenants and liabilities arising or accruing after the date of the Closing that Assignor is otherwise bound to perform, discharge or otherwise satisfy under the extent that the Purchase Price is reduced Lease, including without limitation, pursuant to Paragraph 4(bSection 18.04 (B) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims"viii) arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) of the Lease regarding (i) the use of the "Demised Premises" (as that term is defined in the Lease) in accordance with the restrictions set forth in the Lease and (ii) the payment of "Rent" (as that term is defined in the Lease). Assignor does hereby agree to indemnify, defend and hold Assignee harmless from any debtloss (including without limitation attorneys' fees and costs), liability claim or obligation cause of Seller action arising or accruing under or in connection with any of the following: (i) the Lease based upon events, acts or omissions that occurred on or before the date of the Closing; (ii) any future written assignments executed and delivered by and between Assignor and Assignee based upon events, acts or omissions that occurred on or before the date of the Closing; or (iii) the failure of Assignor to perform its obligations under this Assignment and Assumption Agreement. Assignee does hereby agree to indemnify, defend and hold Assignor harmless from any loss (including without limitation attorneys' fees and costs), claim or cause of action arising or accruing under or in connection with any of the following: (i) the Lease based upon events, acts or omissions that occurred after the date of the Closing; (ii) any future written assignments executed and delivered by and between Assignee and Assignor based upon events, acts or omissions that occurred after the date of the Closing; or (iii) the failure of Assignee or Operating Assignee to perform their respective obligations under this Assignment and Assumption Agreement. (b) Notwithstanding any other provision of this Assignment and Assumption Agreement to the contrary, Assignor shall remain liable to the Port Authority in connection with the performance of all liabilities and obligations under the Lease to the same extent as if this Assignment and Assumption Agreement had not expressly assumed hereunderbeen executed. The foregoing sentence does not, whenever arisinghowever, in any way relieve (i) Assignee or Operating Assignee from the liabilities and obligations that each owes to Assignor which are set forth in this Assignment and Assumption Agreement or (ii) Assignor from the liabilities and obligations that it owes to Assignee and Operating Assignee which are set forth in this Assignment and Assumption Agreement.

Assumption of Liabilities. Buyer (a) At the Closing, Purchaser and/or one or more of its Affiliates or subsidiaries shall agree to assume assume, and discharge ------------------------- all debts, liabilities shall be solely and exclusively liable only for (i) those obligations of Seller arising with respect to periods subsequent to under the Closing Date under any franchisecontracts, licenseagreements, permitleases, leaselicenses, instrument permits, applications, unfilled sales and purchase orders, invoices, Inventory, Permits and Assets and other commitments assigned or agreement otherwise transferred to Buyer hereunder andPurchaser pursuant to Sections 2.1(b), with respect (c), (f), (g), (i), (j) and (r) (collectively, the "Seller Agreements") that arise, and relate to periods prior to and including a period, on or after the Closing Date, including all unperformed and unfulfilled obligations expressly identified in such Seller Agreements incurred on or after the Closing Date in respect of services rendered or goods sold to assume or by Seller on or after the Closing Date which are required to be performed and fulfilled under the Seller Agreements; and (ii) those liabilities set forth on Schedule 2.3 (collectively, the "Assumed Liabilities"). Assumed Liabilities shall not include any Retained Liabilities. (b) Nothing contained in this Agreement shall require Purchaser or any of its Affiliates to pay, perform or discharge all any Assumed Liability so long as it shall in good faith and by appropriate and legal means contest or cause to be contested the amount or validity thereof and shall have indemnified and have held harmless Seller and its Affiliates with respect thereto pursuant to the terms of this Agreement. (c) Nothing contained in this Section 2.3 or in any instrument of assumption executed by Purchaser at the Closing shall release or relieve Parent or Seller from their representations, warranties, covenants and agreements contained in this Agreement or any certificate, schedule, instrument, agreement or document executed pursuant hereto or in connection herewith, including, the obligations of Parent and Seller to indemnify Purchaser in accordance with the extent that provisions of Article X hereto. (d) Notwithstanding the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedforegoing, however, that Buyer Purchaser and its Affiliates shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligationsnot, and nothing in this Agreement shall require Purchaser and/or its Affiliates to, assume or be liable or otherwise be responsible for any Liabilities of Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made any Plan (including, but not limited to, any Title IV Plan), except as may be required by law or pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingAgreement.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations of Seller (and shall cause the Colorado Subsidiary to assume and discharge all debts, liabilities and obligations of the Cable Subsidiaries) arising with respect to periods subsequent to (a) the Augusta Closing Date insofar as such debts, liabilities and obligations of Seller arise under the Augusta Purchase Agreement and (b) the Second Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Second Closing Date, to shall assume and discharge all obligations of Seller with respect to the Owned Systems to the extent that the Purchase Price is has been reduced pursuant to Paragraph 4(b5(b) hereofhereof to reflect, as applicable, Buyer's and the Colorado Subsidiary's assumption of such obligations; provided, however, that Buyer and the Colorado Subsidiary, as applicable, shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's or the Cable Subsidiaries' transfer of the Additional Agreements to BuyerBuyer or the Colorado Subsidiary, as applicable, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer or the Colorado Subsidiary, as applicable, hereunder. Buyer hereby agrees to shall indemnify and to hold harmless Seller from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System Assets after the Second Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to and the Cable Subsidiaries, as applicable, shall retain and discharge, and to indemnify and hold Buyer and the Colorado Subsidiary, as applicable, harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Second Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b5(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's or the Cable Subsidiaries' transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller or the Cable Subsidiaries not expressly assumed hereunder, whenever arising.

Assumption of Liabilities. Buyer shall agree hereby assumes and agrees to assume and discharge ------------------------- pay, discharge, perform, or otherwise satisfy in due course in accordance with their respective terms all debts, of the following: (a) all liabilities and obligations of Seller arising with respect any Seller, Pearson, Viacom or any of their respective Affiliates for all royalties due authors and other proprietors under the Assigned Contracts and applicable to periods subsequent to shipments made on or after the Closing Date and all other obligations under any franchise, license, permit, lease, instrument such contracts arising on or agreement transferred to Buyer hereunder and, with respect to periods prior to and including after the Closing Date, to assume and discharge (b) all liabilities and obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedany Seller, howeverPearson, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval Viacom or any of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising their respective Affiliates with respect to periods all other Purchased Assets (including, without limitation, development, production and manufacturing costs and costs of services and materials) arising on or after the Closing Date. Notwithstanding the foregoing, it is understood that Sellers shall be liable to the providers thereof for all services actually performed and for all deliveries of materials and Inventory for the Titles actually received, in each case prior to the Closing Date and that Buyer shall be liable to the providers thereof for which no reduction all services actually performed and for all deliveries of materials and Inventory for the Purchase Price has been made Titles actually received, in each case on or after the Closing Date. For the avoidance of doubt, where production materials are produced pursuant to Paragraph 4(ba third party production agreement and the resulting materials are delivered on or after the Closing Date, the Sellers shall remain liable for the underlying services performed prior to the Closing Date and the Buyer shall be liable for the underlying services performed on or after the Closing Date. Except as expressly set forth in this Section 1.2, Buyer shall not assume, or in any way be responsible for: (i) hereofany liabilities or obligations of Pearson, Viacom, any Seller or any of their respective Affiliates under any Assigned Contract that (b1) out is not listed on Schedule 4.6 and should have been so listed pursuant to the terms of Section 4.6, or is not a permission, and (2) requires payments by Buyer in any debt, given year in excess of $5,000 and cannot be cancelled by Buyer without penalty or further payment; or (ii) any liability or obligation arising out of a breach or default by a Seller, Viacom, Pearson or any of their respective Affiliates under any Assigned Contract that arises prior to the Additional Agreements arising as a result of actions Closing Date; or (iii) any liability or obligation relating to any period before Seller has obtained Retained Title that does not cease to be a Retained Title on or prior to the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingOutside Consent Date.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent (a) Subject to the Closing Date under any franchiseterms and conditions of this Agreement, licensethe Buyer agrees to assume, permitand thereafter honor and fully and timely, leasepay, instrument or agreement transferred to Buyer hereunder andperform and discharge, with respect to periods prior to and including when due, the Liabilities as of the close of business on the Closing Date. The Buyer and Seller agree and acknowledge that no assurance is given by the Seller that the present customers of the Branches shall become or continue to be customers of the Buyer, as such decision whether to assume and discharge all obligations become or to continue to be a customer shall be at the sole discretion of Seller such customers. (b) Notwithstanding anything to the extent that contrary contained herein, the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedBuyer shall only assume the Liabilities, however, that Buyer and shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval any other duties, obligations or liabilities of the parties granting the Additional Agreements to Seller's transfer Seller of any kind, whether known, unknown, contingent, or otherwise, expressly including, but without limitation of the Additional Agreements to Buyerforegoing, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damagesduties, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims liabilities (i) not relating to the extent they arise Assets or the Liabilities, (aii) out attributable to any acts or omissions to act taken or omitted to be taken by the Seller (or any of any debt, liability its direct or obligation arising with respect to periods indirect subsidiaries) on or prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b(iii) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval Employees who do not become Transferred Employees, (iv) relating to any Tax accruals of the parties granting Seller (or any of its direct or indirect subsidiaries), (v) arising out of or related to the Additional Agreements Excluded Assets, (vi) arising out of claims related to Seller's transfer potential unauthorized entry and/ or missing content disputes discovered after Closing, but that involve activities that took place prior to Closing; and (vii) the Benefit Plans or any duties or responsibilities of the Additional Agreements Seller or any ERISA Affiliate of the Seller attributable to Buyeror otherwise related to the Benefit Plans (hereinafter, collectively the “Excluded Liabilities”). Without limiting the generality of the foregoing, it is not the intention that the assumption by the Buyer of the Liabilities shall in any way enlarge the rights of any third parties relating thereto. Nothing contained in this Agreement shall prevent any party hereto from contesting matters relating to the Liabilities with any third party obligee. The Seller shall indemnify and (c) hold harmless the Buyer from and against any debtloss or damage arising out of or relating to any of the Seller’s duties, liability obligations or obligation of Seller liabilities that are not expressly assumed hereunder, whenever arisingby the Buyer.

Assumption of Liabilities. Buyer The Company Group shall agree not assume, and the Seller Group and the Purchaser Group, as applicable, shall retain, all Liabilities, including any Liability for any Indebtedness and any Liability arising out of any Excluded Assets (subject to assume and discharge ------------------------- all debts, liabilities and obligations of Seller arising the following provisos with respect to periods subsequent Company Assumed Liabilities, the “Excluded Liabilities”), provided that, that the Company shall assume, and agrees to faithfully discharge or perform (i) all Liabilities related to the Businesses of the Company Group and the Seller Group and the Purchaser Group that arise out of the Transferred Business Assets in the Ordinary Course of Business to the extent not in contravention of the provisions of this Share Purchase Agreement (including (A) accounts payable of the Business incurred in the Ordinary Course of Business other than amounts payable between the Purchaser Group and the Seller Group; (B) any Liability to the Seller Group or the Purchaser Group’s respective customers under standard warranty agreements given by the Seller Group or the Purchaser Group, as applicable, to its customers in the Ordinary Course of Business prior to Closing, (C) any Liability to the Seller Group’s customers incurred by the Seller Group in the Ordinary Course of Business for orders outstanding as of the Closing Date and any Liability to the Purchaser Group’s customers incurred by the Purchaser Group in the Ordinary Course of Business for orders outstanding as of the Closing Date, (D) any Liability of the Seller Group or the Purchaser Group, as the case may be, arising after the Closing Date under any franchise, license, permit, lease, instrument Transferred Material Contract transferred and assigned to the Company Group or agreement transferred any Contract that is entered into by Seller Group or the Purchaser Group after the date hereof in accordance with the provisions of this Share Purchase Agreement in either case whether or not attributable to Buyer hereunder and, with respect to periods prior to and including events or occurrences arising following the Closing Date, and (E) all Liabilities and obligations (including with respect to assume any claims that the Business Products infringe, misappropriate or otherwise violate the Intellectual Property rights of any other Person) related to the conduct and discharge all obligations operation of Seller the Company Group’s Business or that arise out of the Transferred Business Assets to the extent that attributable to events or occurrences arising following the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from (ii) any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein Liabilities assumed pursuant to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, ICON Capital Financing Guaranty (any and all Indemnifiable Claims Liabilities to the extent they arise provided for in clauses (ai) out to (ii) collectively, the “Company Assumed Liabilities”). For the avoidance of doubt, the Company Assumed Liabilities shall not include any debt, liability or obligation arising with respect Liabilities (including any accounts payable) required to periods prior to the Closing Date for which no reduction of the Purchase Price has been made be eliminated pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingSection 5.6.

Assumption of Liabilities. (a) In connection with, and as of the time of, the Closing, Buyer shall agree to assume all obligations and discharge ------------------------- all debts, liabilities and obligations of Seller arising the Indemnified Entities under or with respect to periods subsequent any Workers’ Compensation Claims, regardless of whether the Workers’ Compensation Claim was made or reported to an Indemnified Entity before or after the Closing Date under any franchiseand regardless of whether the Workers’ Compensation Claim is covered by the Policy. (b) Buyer shall fully defend all Workers’ Compensation Claims at Buyer’s expense and shall have the right to compromise, licensesettle or otherwise dispose of the same, permit, lease, instrument or agreement transferred if Buyer deems it advisable to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereofdo so; provided, however, that Buyer shall not assume use commercially reasonable efforts to conduct the -------- ------- Additional Agreements until Seller has obtained defense actively and diligently and in a manner intended to minimize the approval risk of the parties granting the Additional Agreements Indemnified Entities becoming subject to Seller's transfer of the Additional Agreements to Buyerany liability for any other material matter. Further, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from consent to the entry of any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to judgment or enter into any period before Seller has obtained compromise or settlement with respect any Workers’ Compensation Claim without the approval prior written consent of the parties granting Indemnified Entities unless such judgment, compromise or settlement (i) provides for the Additional Agreements to Seller's transfer payment by Buyer of money as sole relief for the third-party claimant, (ii) results in the full and general release of the Additional Agreements to Buyer. Anything herein to Indemnified Entities from all liabilities arising or relating to, or in connection with, the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to BuyerWorkers’ Compensation Claim, and (ciii) involves no finding or admission of any debtviolation of laws, liability rules or obligation regulations or the rights of Seller not expressly assumed hereunder, whenever arisingany person and has no effect on any other Workers’ Compensation Claims that may be made against the Indemnified Entities. The Indemnified Entities shall make available to Buyer any books or records useful for the defense of any Workers’ Compensation Claim at the Closing. The Indemnified Parties shall provide notice promptly to Buyer of any Workers’ Compensation Claims received by them from and after the Closing Date.

Assumption of Liabilities. At the Closing, Buyer shall assume, and shall agree to assume satisfy and discharge ------------------------- all debts, as the same become due only those liabilities and obligations of Seller specifically listed on SCHEDULE 1.3 hereto (the "Assumed Obligations") and, subject to Section 1.4 of this Agreement, the Assumed Leases (as hereafter defined). Buyer shall not assume, agree to perform or discharge, indemnify the Seller against, otherwise be responsible at any time for any liability, obligation, debt or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, that is not expressly listed on SCHEDULE 1.3 hereto. Without limiting the generality of the foregoing sentence, Buyer shall not assume or be responsible for any of the following: any amounts due to any of Seller's creditors listed on SCHEDULE 1.3 hereto in excess of the amounts expressly listed thereon; any matured obligations under leases, licenses, contracts or agreements in excess of the amounts expressly listed on SCHEDULE 1.3 hereto; any liabilities, obligations, debts or commitments of Seller incident to, arising out of, or incurred with respect to, this Agreement and the transactions contemplated hereby; any and all sales, use, franchise, income, gross receipts, excise, payroll, personal property (tangible or intangible), real property, ad-valorem, value added, leasing, leasing use, or other taxes, levies, imposts, duties, charges or withholdings of any nature arising out of the transactions contemplated hereby. Seller further agrees to periods subsequent satisfy and discharge as the same shall become due all of its obligations and liabilities not specifically assumed by Buyer hereunder, provided, that Seller may contest any such liability to a third party in good faith. Buyer's assumption of the Assumed Obligations shall in no way expand the rights and remedies of third parties against Buyer as compared to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to rights and including remedies which such parties would have had against Seller had this Agreement not been consummated. Effective as of the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer employees shall be terminated by Seller, and at the option of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed employed by Buyer hereunderat compensation levels set forth on Schedule 3.17 attached hereto. Buyer hereby agrees to will indemnify Seller, Xxxxx and to Xxxxx and defend and hold Seller, Xxxxx and Xxxxx harmless from and against any and all damagesloss related to such termination, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising only with respect to periods prior to any employee who accepts employment and completes all applicable employment forms including a noncompetition agreement with Buyer upon the Closing Date for which no reduction consummation of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingtransaction contemplated by this Agreement.

Assumption of Liabilities. Buyer shall agree to (a) At the Closing and except as otherwise specifically provided in this Section 1.2, (i) Non-UK Purchaser will assume and discharge ------------------------- all debts, liabilities and obligations only the Liabilities of Seller arising with respect to periods subsequent or its Subsidiaries located outside the United Kingdom and explicitly set forth on Schedule 1.2, and (ii) UK Purchaser will assume only the Liabilities of Seller or its Subsidiaries located in the United Kingdom and explicitly set forth on Schedule 1.2 (such liabilities are collectively the “Assumed Liabilities”). (b) Notwithstanding the foregoing, and notwithstanding anything to the Closing Date under contrary contained in this Agreement, the Assumed Liabilities shall not include, and Purchaser shall not assume, perform, discharge or be responsible for any franchiseLiabilities of Seller or its Subsidiaries not expressly set forth on Schedule 1.2 (collectively, licensethe “Excluded Liabilities”). Without limiting the generality of the foregoing, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods the Excluded Liabilities shall include any liability for services provided by Seller prior to and including the Closing Date, to assume and discharge all obligations of Seller Closing. The Disclosure Schedule to the extent that Agreement is hereby amended and restated in its entirety as set forth on Annex B hereto. Exhibit E to the Purchase Price Agreement is reduced pursuant hereby amended and restated in its entirety as set forth on Annex C hereto. Exhibit F to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements Agreement is hereby amended and restated in its entirety as set forth on Annex D hereto. UK Purchaser shall be deemed to be included in have executed the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements Agreement as a result of actions relating its execution of this Amendment. Except as specifically amended by this Amendment, the Agreement will remain in full force and effect and is hereby ratified and confirmed. This Amendment shall be construed as one with the Agreement, and the Agreement shall, where the context requires, be read and construed throughout so as to any period before Seller has obtained incorporate this Amendment. This Amendment shall be construed in accordance with, and governed in all respects by, the approval internal laws of the State of New York (without giving effect to principles of conflicts of laws). This Amendment may be executed via facsimile and in two or more counterparts, each of which will be deemed an original, but all of which together will for all purposes constitute one instrument binding on all of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisinghereto.

Assumption of Liabilities. Buyer (a) At the Closing, Purchaser and/or one or more of its Affiliates or subsidiaries shall agree to assume assume, and discharge ------------------------- all debts, liabilities shall be solely and exclusively liable only for (i) those obligations of Seller arising with respect to periods subsequent to under the Closing Date under any franchisecontracts, licenseagreements, permitleases, leaselicenses, instrument permits, applications, unfilled sales and purchase orders, invoices, Inventory, Permits and Assets and other commitments assigned or agreement otherwise transferred to Buyer hereunder andPurchaser pursuant to Sections 2.1(b), with respect (c), (f), (g), (i), (j) and (r) (collectively, the “Seller Agreements”) that arise, and relate to periods prior to and including a period, on or after the Closing Date, including all unperformed and unfulfilled obligations expressly identified in such Seller Agreements incurred on or after the Closing Date in respect of services rendered or goods sold to assume or by Seller on or after the Closing Date which are required to be performed and fulfilled under the Seller Agreements; and (ii) those liabilities set forth on Schedule 2.3 (collectively, the “Assumed Liabilities”). Assumed Liabilities shall not include any Retained Liabilities. (b) Nothing contained in this Agreement shall require Purchaser or any of its Affiliates to pay, perform or discharge all any Assumed Liability so long as it shall in good faith and by appropriate and legal means contest or cause to be contested the amount or validity thereof and shall have indemnified and have held harmless Seller and its Affiliates with respect thereto pursuant to the terms of this Agreement. (c) Nothing contained in this Section 2.3 or in any instrument of assumption executed by Purchaser at the Closing shall release or relieve Parent or Seller from their representations, warranties, covenants and agreements contained in this Agreement or any certificate, schedule, instrument, agreement or document executed pursuant hereto or in connection herewith, including, the obligations of Parent and Seller to indemnify Purchaser in accordance with the extent that provisions of Article X hereto. (d) Notwithstanding the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedforegoing, however, that Buyer Purchaser and its Affiliates shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligationsnot, and nothing in this Agreement shall require Purchaser and/or its Affiliates to, assume or be liable or otherwise be responsible for any Liabilities of Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made any Plan (including, but not limited to, any Title IV Plan), except as may be required by law or pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingAgreement.

Assumption of Liabilities. (a) Subject to the terms and conditions of this Agreement and except as otherwise expressly provided herein, Buyer shall shall, on the Closing Date (either directly or by virtue of acquiring the interests in the Owner Entity), assume and agree to assume pay, perform, fulfill, and discharge ------------------------- all debts, liabilities and obligations of when due the Assumed Property Liabilities (except for Claims for which Seller arising is obligated to indemnify Buyer pursuant to this Agreement) with respect to periods subsequent the Property Assets sold and transferred (directly or indirectly) to Buyer. (b) From the Effective Date until the Closing, Buyer may, in its sole discretion, negotiate with Lender regarding Buyer's potential assumption and extension of the Existing Debt. Seller shall cooperate with Buyer in said negotiations. Buyer shall be responsible for all costs and expenses associated with the negotiations with Lender including any fees charged by Lender to review the possible assumption or to consent to such assumption. (c) If Buyer elects to assume the Existing Debt, Seller and Buyer shall cooperate and use commercially reasonable efforts to obtain releases of Seller, and if applicable, any of its Affiliates from liabilities pursuant to the Closing Date under Existing Debt Loan Documents arising out of or caused by any franchise, license, permit, lease, instrument act or agreement transferred to Buyer hereunder and, with respect to periods prior to omission occurring at anytime from and including after the Closing Date, . If Buyer elects to assume and discharge all obligations the Existing Debt at the Closing, Buyer or an Affiliate of Seller Buyer acceptable to the extent that Lender shall assume and/or be substituted for Seller or its Affiliates as guarantor or indemnitor, and Buyer or such Affiliate shall execute such assumption or other documentation reasonably requested by the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval holder of the parties granting the Additional Agreements Existing Debt (and agreed to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by with Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses no later than five (the "Indemnifiable Claims"5) arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods days prior to the Closing Date for which no reduction Date) to effectuate the aforesaid release of Seller or its Affiliates and to evidence the assumption ("Loan Assumption Documents"). If Buyer elects to assume the Existing Debt, Buyer shall be obligated to pay any fee or charge or to provide any additional collateral in order to obtain such releases from the holder of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval Existing Debt. Buyer hereby acknowledges and agrees that assumption of the parties granting Existing Debt by Buyer is not a condition to the Additional Agreements obligation of Buyer to Seller's transfer consummate the transactions contemplated by this Agreement. If Buyer determines not to assume the Existing Debt, Seller shall pay the full amount of the Additional Agreements Existing Debt prior to Buyer, or at Closing and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingClosing shall occur as scheduled herein.

Assumption of Liabilities. (a) At the Closing, the Buyer shall assume and agree to pay when due, perform and discharge in accordance with the terms thereof only those liabilities and obligations of the Seller for future performance after the Closing (i) under the Assigned Contracts included in the Purchased Assets and (ii) for product warranty claims relating to those products and services manufactured or provided exclusively by the Business without regard to when any such claim might arise and whether or not such claim arises under an Assigned Contract (the “Assumed Liabilities”). For the avoidance of doubt, assumed warranty claims shall include all product warranty claims in relation to APEX Process Management Software sold by Seller prior to the Closing. The Buyer’s assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against the Buyer as compared to the rights and remedies which such parties would have had against the Seller had this Agreement not been consummated. (b) The Buyer shall not assume and discharge ------------------------- all shall not in any way be responsible for any of the debts, liabilities or obligations of the Seller, whether or not related to the Purchased Assets, unless expressly included among the Assumed Liabilities pursuant to Section 1.4(a) above or assumed pursuant to Section 4.3 below. All such debts, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchiseSeller, licenseother than the Assumed Liabilities, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed referred to be included in herein as the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify “Retained Liabilities” and to hold harmless from and against shall include without limitation the following: (i) any and all damagesprincipal, costsinterest, claims fees, expenses and expenses (the "Indemnifiable Claims") arising by reason other obligations of the ownershipSeller in respect of borrowed money, operation capital leases and installment purchases or control any agreement with respect thereto (other than those to be performed after the Closing under the Assigned Contracts); (ii) any and all liabilities or obligations of the System after Closing Date; providedSeller relating to Taxes (whether or not set forth on a Schedule hereto) including without limitation (A) Taxes incurred or payable by the Seller in connection with or arising out of the transactions contemplated hereby (subject to the provisions of Section 9.2(b)), -------- however, that Buyer shall not indemnify and hold harmless (B) Taxes incurred or payable by the Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval or operations of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to BuyerDate, and (cC) Taxes owed or obligations incurred with respect to any debttax audits of the Seller. For purposes of this Agreement, liability “Taxes” shall mean all federal, state, local and foreign income, property, sales, value added, use, franchise, employment, withholding, excise, transfer and other taxes, tariffs and governmental charges of any nature whatsoever, together with any interest, penalties or obligation of Seller not expressly assumed hereunder, whenever arising.additions with respect thereto;

Assumption of Liabilities. As of the Effective Time, Buyer shall agree assume, and be deemed to assume and discharge ------------------------- have assumed, the following liabilities (the “Assumed Liabilities”): (i) all debts, liabilities and obligations of Seller arising with respect to periods subsequent (including, without limitation, those for which Seller and Syratech may be jointly and/or severally liable) under the Contracts, but only to the Closing Date under extent that such liabilities and obligations arise out of actions or events occurring after the Effective Time (and not as a result of any franchiseaction or inaction of Seller or Syratech before the Effective Time); (ii) all product warranty obligations of Seller or Syratech to consumers for repair or replacement of Farberware products sold with a warranty, license, permit, lease, instrument either designated as a “Lifetime Warranty,” “Limited Warranty,” or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge as a “Warranty” generally; (iii) all obligations of Seller or Syratech arising under the Settlement Agreement, dated February 3, 1997, by and among Old Farberware, U.S. Industries, Seller, Syratech and LHC relating to the extent that fulfillment of warranty obligations; (iv) all obligations of Seller or Syratech arising under the Purchase Price is reduced pursuant Contracts, relating to Paragraph 4(bthe fulfillment of warranty obligations; and (v) hereof; all obligations of Seller or Syratech arising under all product liability claims related to the Farberware Business (x) brought after the Effective Time and (y) arising out of actions or events occurring prior to the Effective Time, provided, however, that for each such claim Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval be responsible only for that portion of the parties granting amount payable (with respect to the Additional Agreements final settlement of such claim) that is less than the retention amount (self-insured portion) on Syratech’s applicable insurance policy or policies under which coverage could be provided for such claim. The Assumed Liabilities shall not include Liabilities (as defined below) arising from an actual breach by Seller of (i) any Contracts prior to the Effective Time, or (ii) any of Seller's transfer ’s or Syratech’s representations, warranties or covenants under this Agreement. For purposes of this Agreement, the Additional Agreements to Buyerterm “Liabilities” shall mean any liability, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damagesclaim, demand, expense, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability damage, deficiency, commitment, obligation or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereofresponsibility, (b) out of any debtknown or unknown, liability direct or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyerindirect, and (c) any debtfixed or variable, liability liquidated or obligation of Seller not expressly assumed hereunderunliquidated, whenever arisingsecured or unsecured, accrued, absolute, contingent or otherwise.

Assumption of Liabilities. From and after the Effective Time, upon the terms and subject to the conditions set forth in this Agreement, the Buyer and certain of Buyer’s Affiliates shall agree to assume and discharge ------------------------- fully pay, discharge, satisfy and perform when due only the Liabilities set forth below (collectively, but excluding the Excluded Liabilities, the “Assumed Liabilities”): (a) all debtstrade accounts payable of any Seller to Third Parties in relation to the Business that (i) were incurred in the Ordinary Course of Business, liabilities (ii) remain unpaid and are not delinquent as of the Effective Time and (iii) are reflected on Schedule 2.3(a), which shall be delivered to Buyer no later than one Business Day prior to the Closing (“Accounts Payable”); and (b) all executory obligations of Seller arising the Sellers with respect to the Business arising under or relating to the Assigned Contracts from and after the Effective Time but only to the extent such obligations (i) are applicable to periods subsequent to the Closing Date under Closing, (ii) were incurred in the Ordinary Course of Business and (iii) do not relate to any franchisefailure to perform, licenseimproper performance, permitwarranty or other breach, lease, instrument default or agreement transferred to Buyer hereunder and, with respect to periods violation by Sellers on or prior to the Closing. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.3, THE BUYER AND ITS AFFILIATES DO NOT HEREBY AND ARE NOT ASSUMING ANY LIABILITY OF THE SELLERS OR ANY OF THEIR AFFILIATES OR ANY OTHER PERSON WHATSOEVER AND SHALL NOT BE OBLIGATED TO PAY OR SATISFY ANY SUCH LIABILITY WHATSOEVER, WHETHER FIXED, CONTINGENT OR OTHERWISE, OF THE BUSINESS OR SELLERS OR ANY OTHER PERSON OR ENTITY, INCLUDING, WITHOUT LIMITATION ANY INDEBTEDNESS OR OTHER CLAIM, LIABILITY, OBLIGATION OR TAX ARISING OUT OF THE OWNERSHIP OR USE OF THE PURCHASED ASSETS PRIOR TO THE CLOSING OR CIRCUMSTANCES OR OCCURRENCES OR THE OPERATIONS OF THE BUSINESS OR TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT PRIOR TO THE CLOSING, AND REGARDLESS OF WHEN OR BY WHOM ASSERTED. Without limiting the foregoing and including for the Closing Dateavoidance of doubt, to assume the Assumed Liabilities shall in no event include, and the Excluded Liabilities shall include, the Specifically Excluded Liabilities. The Excluded Liabilities shall remain the responsibility and obligation of Sellers after Closing, and Sellers shall pay and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify such Liabilities as and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingwhen due.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- (1) The Company hereby assumes all debts, liabilities and or obligations of Seller arising with respect to periods subsequent Wedcor listed in Exhibit B (the “Assumed Liabilities”) it being agreed that the Company shall not assume any liabilities or obligations that may be included in such Assumed Liabilities to the Closing Date under extent the same refer to (i) any franchisecosts, licenseexpenses or disbursements arising from the present transaction, permitand (ii) any indemnification payment that may be owed to any of the Employees. The amounts of such Assumed Liabilities shown on Exhibit B are as of the P8 Date, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior which amounts will fluctuate in the ordinary course of business up to and including the Closing Effective Date. If the actual amount of a liability listed in Exhibit B as of the Effective Date exceeds the amount listed for such a liability in Exhibit B, to assume and discharge all obligations of Seller the respective liability shall be assumed by the Company only to the extent that any such increase arises in the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval ordinary course of the parties granting Business. In the Additional Agreements to Seller's transfer event that any such increase arises outside of the Additional Agreements ordinary course of the Business, Wedcor shall assume such increase. The Company, and Wedcor, as the case may be, shall pay, perform and discharge the Assumed Liabilities in accordance with the terms thereof. (2) The Company hereby assumes all liabilities and obligations with regard to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify Assets and to the Employees (as defined below) which result from facts or circumstances occurring after the Effective Date and shall indemnify, defend and hold Wedcor harmless from and against any and all demands, claims, actions, proceedings, damages, payments, fines, penalties, losses, costs (including legal costs), claims expenses, disbursements or other liabilities of any nature whatsoever that might arise based on any such liabilities. Likewise, except for the Assumed Liabilities, Wedcor hereby retains all liabilities and expenses (obligations with regard to the "Indemnifiable Claims") arising by reason of Assets and the ownershipEmployees which result from facts or circumstances occurring before the Effective Date, operation or control of the System after Closing Date; providedand shall indemnify, -------- however, that Buyer shall not indemnify defend and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer Company harmless from and against, against any and all Indemnifiable Claims to the extent they arise demands, claims, actions, proceedings, damages, payments, fines, penalties, losses, costs (a) out including legal costs), expenses, disbursements or other liabilities of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of nature whatsoever that might arise based on any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingsuch liabilities.