Common use of Assumption of Obligations and Liabilities Clause in Contracts

Assumption of Obligations and Liabilities. At the Closing, Buyer shall assume (i) all of Seller’s Liabilities under the Acquired Center Leases and the Assigned Contracts arising from and after the Closing Date (excluding any obligation or liabilities arising as a result of a breach or default thereof prior to the Closing by Seller); (ii) all Liabilities in respect of employees of Seller at the Acquired Centers hired by Buyer to the extent arising after the Closing; (iii) all Liabilities arising out of or relating to the ownership of the Licenses and Permits, to the extent transferable, after the Closing; (iv) all Liabilities related to unresolved claims Seller has as of the Closing against any Person who has supplied or is supplying goods and services with respect to the Acquired Centers, the Acquired Center Leases and the Acquired Assets; (v) all Liabilities for Taxes allocated to Buyer pursuant to the provisions of Section 8.f; and (vi) any and all other Liabilities relating to or arising in connection with the Acquired Assets from and after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”). Except for the Assumed Liabilities, Buyer is not assuming any of Seller’s other liabilities or obligations of any kind, whether known or unknown, matured or unmatured, fixed, contingent or otherwise, and whether or not threatened or pending or asserted or unasserted as of the Closing Date (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the parties specifically agree that Excluded Liabilities shall include: a. any Liability relating to the Excluded Assets; b. any Liability relating to Seller’s Accounts Payable prior to the Closing Date; c. any Liability arising under or in respect of all Seller Plans; d. any Liability for Taxes allocated to Seller pursuant to the provisions of Section 8.f; and e. any Liability under any Assigned Contract and Acquired Center Lease arising out of any breach thereof by Seller occurring prior to the Closing.

Assumption of Obligations and Liabilities. At As of the ClosingClosing Date, Buyer shall assume assume, pay, discharge and perform according to Section 1.3 of the Disclosure Schedule the following: (a) all the obligations and liabilities of Sellers under the Contracts (i) all of Seller’s Liabilities under the Acquired Center Leases and the Assigned Contracts arising from and after the Closing Date determined in accordance with generally accepted accounting principles consistently applied (excluding any obligation or liabilities arising as a result of a breach or default thereof prior "GAAP"), attributable to the Closing by Seller); (ii) all Liabilities in respect of employees of Seller at the Acquired Centers hired by Buyer to the extent arising period after the Closing; (iii) all Liabilities arising out of or relating to the ownership of the Licenses and Permits, to the extent transferable, after the Closing; (iv) all Liabilities related to unresolved claims Seller has as of the Closing against any Person who has supplied or is supplying goods and services with respect to the Acquired Centers, the Acquired Center Leases and the Acquired Assets; (v) all Liabilities for Taxes allocated to Buyer pursuant to the provisions of Section 8.f; and (vi) any and all other Liabilities relating to or arising in connection with the Acquired Assets from and after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”). Except for the Assumed Liabilities, Buyer is not assuming any of Seller’s other liabilities or obligations of any kind, whether known or unknown, matured or unmatured, fixed, contingent or otherwise, and whether or not threatened or pending or asserted or unasserted as of 12:01 a.m. on the Closing Date (the “Excluded Liabilities”"Adjustment Time"), and (ii) which, by the terms thereof, are to be observed, paid, discharged or performed, as the case may be, at any time after the Adjustment Time; (b) all obligations and liabilities (other than those relating to any contract or agreement which is not a Contract) arising out of any fact or circumstance which relates to the ownership and operation of the Newspapers and the Assets and which occurs after the Adjustment Time; (c) all of Sellers' obligations for future performance to subscribers to the Newspapers; (d) contracts for the acquisition of ink, film, photographic paper and plates, spare parts, supplies, fuel and other consumable items either listed in Section 1.3 of the Disclosure Schedule or included in the Contracts but not required to be listed in Schedule 4.7 of the Disclosure Schedule but only with respect to obligations and liabilities thereunder which in accordance with GAAP are attributable to the period after the Adjustment Time; and (e) other liabilities, determined in accordance with GAAP, listed in Section 1.3 of the Disclosure Schedule. Other than as specified herein, or in the Assignment and Assumption Agreement (the "Assumption Agreement") in the form annexed hereto as Exhibit B, Buyer shall not, nor shall it have the obligation to assume, pay, perform, discharge or be responsible or liable for, any obligations, duties, claims, commitments, expenses, agreements or other liabilities of any Seller or relating to any Newspaper that either are by the terms thereof payable during, or are attributable in accordance with GAAP to, the period prior to the Adjustment Time, which obligations, duties and liabilities shall remain the obligations, duties and liabilities of Sellers. Without limiting the generality of the foregoing, Buyer shall not be liable for any obligation under any Employee Plan, Compensation Arrangement, Multi-employer Plan or any obligation to employees of the parties specifically agree that Excluded Liabilities shall include: a. Newspapers to pay wages, commissions, salaries, bonuses, severance, accrued sick leave, accrued vacation (except as set forth in Section 6.3(b)) or any Liability relating to the Excluded Assets; b. any Liability relating to Seller’s Accounts Payable other form of employee compensation or benefits earned, vested or accrued prior to the Closing Date; c. any Liability arising under Adjustment Time or in respect of all Seller Plans; d. any Liability for Taxes allocated to Seller pursuant to the provisions of Section 8.f; and e. any Liability under any Assigned Contract and Acquired Center Lease arising out of the transactions contemplated by this Agreement (except as set forth in Section 6.3(c)), including without limitation, any breach thereof such compensation or benefits arising out of the termination of employment of any employee of the Newspapers resulting from the transactions contemplated by Seller occurring prior to the Closing.this Agreement. The following definitions shall be used in this Agreement:

Assumption of Obligations and Liabilities. At On the Closing, Buyer shall assume (i) all of Seller’s Liabilities under the Acquired Center Leases terms and the Assigned Contracts arising from and after the Closing Date (excluding any obligation or liabilities arising as a result of a breach or default thereof prior subject to the Closing by Seller); (ii) all Liabilities conditions set forth in respect of employees of Seller at the Acquired Centers hired by Buyer to the extent arising after the Closing; (iii) all Liabilities arising out of or relating to the ownership of the Licenses and Permitsthis Agreement, to the extent transferable, after the Closing; (iv) all Liabilities related to unresolved claims Seller has as of the Closing against any Person who has supplied or is supplying goods and services with respect to the Acquired Centers, the Acquired Center Leases and the Acquired Assets; (v) all Liabilities for Taxes allocated to Buyer pursuant to the provisions of Section 8.f; and (vi) any and all other Liabilities relating to or arising in connection with the Acquired Assets from and after the Closing, other than Purchaser will assume and pay, perform, discharge and be responsible for all of the Excluded Liabilities following liabilities of Seller (collectively, the “"Assumed Liabilities”). Except for "): (a) Purchaser shall assume all liabilities included in the Assumed Liabilities, Buyer is not assuming any of Seller’s other liabilities or obligations of any kind, whether known or unknown, matured or unmatured, fixed, contingent or otherwise, and whether or not threatened or pending or asserted or unasserted balance sheet as of December 31, 1998, plus liabilities incurred after that date in the Closing Date (the “Excluded Liabilities”). Without limiting the generality ordinary course of the foregoingbusiness, the parties specifically agree that Excluded Liabilities shall include: a. any Liability relating as well as all liabilities to KEM with respect to the Excluded Assets;Consignment Inventory, liabilities for earned but unused employee vacation pay and liabilities under the Assigned Contracts and Purchase Orders and transfer fees, if any, payable as a result of assignment of Purchaser's agreement with Triad; and b. any Liability relating (b) Purchaser shall assume all liabilities respecting Seller's existing employee benefit programs and incentive plans or, at Purchaser's option, shall replace said benefits of plans with benefit and incentive plans equal or superior to Seller’s Accounts Payable 's existing benefit and incentive plans. (c) Purchaser shall assume all liabilities for property taxes of Seller attributable to periods prior to the Closing Date; c. any Liability arising under or in respect of all Seller Plans; d. any Liability for Taxes allocated to Seller pursuant Date to the provisions extent accrued for on the Closing Date Financial Statements and all liabilities for franchise taxes due after the Closing Date. Except as set forth above or expressly provided elsewhere herein, Purchaser shall not assume or pay, perform, discharge or be responsible for any income tax liability of Section 8.f; and e. Seller related to this transaction, nor any Liability under contingent liabilities with regard to any Assigned Contract and Acquired Center Lease arising out claims or lawsuits against Seller, whether pending at the time of closing or filed after closing but attributable to pre-closing acts or omissions of Seller, its agents, employees or representatives. Further, Purchaser does not assume any breach thereof by liability for investment bank fees of Seller occurring prior or any of its shareholders related to the Closingthis transaction.

Assumption of Obligations and Liabilities. At As of the ClosingClosing Date, Buyer shall assume assume, pay, discharge and perform the following: (ia) all the obligations and liabilities of Seller’s Liabilities Seller under the Acquired Center Leases and Contracts which are attributable to the Assigned Contracts arising from and period after 11:59 p.m. on February 13, 1997 (the "Adjustment Time"), by the terms thereof, are to be observed, paid, discharged or performed, as the case may be, at any time after the Closing Date Adjustment Time; (excluding any obligation or liabilities arising as a result of a breach or default thereof prior to the Closing by Seller); (iib) all Liabilities in respect of employees of Seller at the Acquired Centers hired by Buyer obligations and liabilities (other than those relating to the extent arising after the Closing; (iiiany contract or agreement which is not a Contract) all Liabilities arising out of any fact or relating circumstance which relates to the ownership and operation of the Licenses Newspapers and Permits, to the extent transferable, Assets and which occurs after the Closing; Adjustment Time; (ivc) all Liabilities related to unresolved claims Seller has as of the Closing against any Person who has supplied or is supplying goods and services trade accounts payable accrued with respect to the Acquired Centers, the Acquired Center Leases and the Acquired Assets; (v) all Liabilities for Taxes allocated to Buyer pursuant to the provisions of Section 8.f; and (vi) any and all other Liabilities relating to or arising in connection with the Acquired Assets from and after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”). Except for the Assumed Liabilities, Buyer is not assuming any of Seller’s other liabilities or obligations of any kind, whether known or unknown, matured or unmatured, fixed, contingent or otherwise, and whether or not threatened or pending or asserted or unasserted Newspapers as of the Adjustment Time to the extent, but only to the extent, reflected on the Closing Date Statement of Current Assets and Current Liabilities, as hereinafter defined; (the “Excluded Liabilities”). Without limiting the generality e) all real estate, personal property, sales and use taxes arising out of the foregoing, operations of the parties specifically agree that Excluded Liabilities shall include: a. any Liability relating to the Excluded Assets; b. any Liability relating to Seller’s Accounts Payable Newspapers prior to the Adjustment Time and accrued as of the Adjustment Time to the extent, but only to the extent, reflected on the Closing DateDate Statement of Current Assets and Current Liabilities, as hereinafter defined; c. any Liability arising under or in (f) all accrued vacation benefits for employees of Seller hired by Buyer as of the Adjustment Time with respect of all Seller Plans; d. any Liability for Taxes allocated to Seller pursuant work performed prior thereto to the provisions extent, but only to the extent, reflected on the Closing Date Statement of Section 8.fCurrent Assets and Current Liabilities, as hereinafter defined; and e. any Liability under any Assigned Contract (g) all other current liabilities of the Seller to the extent, but only to the extent, reflected on the Closing Date Statement of Current Assets and Acquired Center Lease Current Liabilities, as hereinafter defined, and the $5000 relocation bonus referred to in Section 2.2(a)(i) hereof. With respect to subsections (c) through (g) above, it is the intent and agreement of the parties that the Closing Date Statement of Current Assets and Current Liabilities will reflect all Current Liabilities of the Seller which are required in accordance with the terms of this Agreement to be reflected on such statement and Buyer, in preparing such statement, will reflect on such Statement such Current Liabilities of which it is aware at the time of preparing such statement. Time or arising out of the transactions contemplated by this Agreement, including without limitation, any breach thereof such compensation or benefits arising out of the termination of employment of any employee of the Newspapers resulting from the transactions contemplated by Seller occurring prior to the Closing.this Agreement. The following definitions shall be used in this Agreement:

Assumption of Obligations and Liabilities. At (a) Subject to the Closingterms and conditions set forth in this Agreement, at the Closing Date, Buyer or its designated Affiliates to which the applicable Transferred TE Assets are transferred (provided, however, that Huntsman, in relation to Seller, shall be jointly and severally liable with each such designated Affiliate for the due and proper performance of the Assumed TE Liabilities (as defined below) assumed by such Affiliate) shall assume and thereafter pay, perform and discharge when due all of the following obligations and liabilities of Seller and its Affiliates (such obligations and liabilities, the Assumed TE Liabilities): (i) all of Seller’s Liabilities under obligations and liabilities to the Acquired Center Leases extent included in the Net Debt and the Assigned Contracts arising from and after Net Working Capital as shown on the Final Closing Date (excluding any obligation or liabilities arising Balance Sheet and, as a result of a breach or default thereof prior to the case may be, the Final Local Closing by Seller); Balance Sheets; (ii) all Liabilities in respect obligations and liabilities attributable to the Buyer’s and its Affiliates’ ownership or use of employees the Transferred TE Assets or the conduct of Seller at the Acquired Centers hired by Buyer TE Business after the Closing to the extent arising after the Closing; attributable to such period of time; (iii) all Liabilities arising out of obligations and liabilities under or relating to in connection with the ownership of Transferred TE Contracts which arise after the Licenses and Permits, Closing to the extent transferableattributable to such period of time; provided, after however, that, for the avoidance of doubt, it shall be understood that Seller shall indemnify Buyer and its Affiliates in accordance with Article 9.1 for all obligations and liabilities (x) under the Transferred TE Contracts which are attributable to the time period prior to the Closing; , or (y) resulting from breaches of Transferred TE Contracts which occurred prior to Closing, in each case of (x) and (y) excluding obligations and liabilities assumed by Buyer and its Affiliates pursuant to subparagraph (i) above; (iv) all Liabilities related to unresolved claims obligations and liabilities of Seller has as and its Affiliates that are the responsibility of the Closing against any Person who has supplied or is supplying goods and services with respect Buyer pursuant to the Acquired Centers, the Acquired Center Leases and the Acquired Assets; Article 9.4; (v) all Liabilities obligations and liabilities of Seller or its Affiliates for or in relation to Taxes allocated to that are the responsibility of Buyer pursuant to the provisions of Section 8.f; Articles 9.3 and 12.1; (vi) any all obligations and liabilities to be assumed by Buyer under Article 8.5; (vii) all other Liabilities relating obligations and liabilities to be assumed by Buyer under Article 10.2; (viii) all obligations and liabilities of Seller or arising its Affiliates for or in connection with the Acquired Assets from and after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”). Except for the Assumed Liabilities, Buyer is not assuming any of Seller’s other liabilities or obligations of any kind, whether known or unknown, matured or unmatured, fixed, contingent or otherwise, and whether or not threatened or pending or asserted or unasserted as of the Closing Date (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the parties specifically agree that Excluded Liabilities shall include: a. any Liability relating relation to the Excluded Assets; b. any Liability relating to Seller’s Accounts Payable prior Transferring Employees, including the obligations and liabilities for or in relation to the Closing Date; c. any Liability arising under or in respect respective pension and other benefit plans, that are the responsibility of all Seller Plans; d. any Liability for Taxes allocated to Seller Buyer pursuant to Article 10.9 and the provisions of Section 8.fSchedules thereto; and e. any Liability (ix) all obligations and liabilities expressly assumed by Buyer under any Assigned Contract the Ancillary Agreements and Acquired Center Lease arising out of any breach thereof by Seller occurring prior the IT Service Agreement. (b) Subject to the Closing.terms and conditions of this Agreement:

Assumption of Obligations and Liabilities. At (a) Subject to the terms set forth in this Agreement, including those set forth in the provisions of (i) through (iii) of this Article 2.2.2(a), at the Closing or, as the case may be, at the Local Closing, Buyer Buyers shall assume and thereafter pay, perform and discharge when due, all of the following obligations and liabilities of the Asset Seller Companies (such obligations and liabilities the Assumed Orion Liabilities): (i) all obligations and liabilities of Seller’s Liabilities under the Acquired Center Leases and Asset Seller Companies relating exclusively to the Assigned Transferred Orion Assets or exclusively to the conduct of the Orion Business (but not contracts not identified as Transferred Orion Contracts in accordance with Article 3.8) arising from and on, before or after the Closing Date (excluding any obligation or liabilities arising or, as a result of a breach or default thereof prior to the Closing by Seller); case may be, the Local Closing; (ii) all Liabilities in respect obligations and liabilities of employees of the Asset Seller at Companies reflected on the Acquired Centers hired by Buyer to the extent arising after the ClosingFinal Closing Balance Sheet; and (iii) all Liabilities obligations and liabilities of the Asset Seller Companies arising out of, or relating to, the Transferred Orion Contracts arising on, before or after the Closing or, as the case may be, the Local Closing. (b) Notwithstanding anything to the contrary in this Article 2.2.2(a) or elsewhere in this Agreement, Buyers shall not assume or otherwise be responsible for any obligations or liabilities of the Asset Seller Companies relating to, arising out of or in connection with, the Excluded Assets and any of the following (such obligations and liabilities collectively the Excluded Liabilities): (i) all obligations and liabilities of the Asset Seller Companies relating to the ownership pension and post employment matters of the Licenses and PermitsTransferred Employees accruing prior to Closing or, as the case may be, the Local Closing, except to the extent transferable, after set forth in Article 12 and the Closing; schedules thereto; (ivii) all Liabilities related to unresolved claims Seller has as payment obligations (Zahlungsverpflichtungen) of the Closing against any Person who has supplied or is supplying goods and services Asset Seller Companies with respect to the Acquired Centers, the Acquired Center Leases Transferred Employees and the Acquired Assets; (v) all Liabilities for Taxes allocated to Buyer pursuant to the provisions of Section 8.f; and (vi) any and all other Liabilities relating to or arising in connection with the Acquired Assets from and after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”). Except for the Assumed Liabilities, Buyer is not assuming any of Seller’s other liabilities or obligations of any kind, whether known or unknown, matured or unmatured, fixed, contingent or otherwise, and whether or not threatened or pending or asserted or unasserted as employees of the Closing Date (the “Excluded Liabilities”Asset Sellers Companies and their Affiliates under Article 10.8(j) and Article 10.8(o). Without limiting the generality of the foregoing, the parties specifically agree that Excluded Liabilities shall include: a. any Liability relating to the Excluded Assets; b. any Liability relating to Seller’s Accounts Payable prior to the Closing Date; c. any Liability arising under or in respect of all Seller Plans; d. any Liability for Taxes allocated to Seller pursuant to the provisions of Section 8.f; and e. (iii) any Liability other obligation or liability of the Asset Seller Companies which is the responsibility of Sellers under any Assigned Contract and Acquired Center Lease arising out of any breach thereof by Seller occurring prior to the Closingthis Agreement.

Assumption of Obligations and Liabilities. At Upon the terms and subject to the conditions set forth in this Agreement, at Closing, Buyer CIBER shall assume and undertake to timely discharge in full: (ia) all All of Seller’s Liabilities the Indebtedness, obligations and liabilities of Seller under the Acquired Center Leases and the Assigned Contracts arising from and with respect to periods after the Closing Date Effective Date; provided that CIBER is not assuming and not undertaking (excluding except as otherwise covered by this Section 2.2 or as otherwise expressly provided herein) to discharge any obligation obligations or liabilities of Seller (including claims made against CIBER) under the Contracts arising as a result out of a breach the actions or default thereof performance (or absence thereof) of Seller prior to the Closing by Seller); Effective Date; (iib) all Liabilities in respect All of employees the Indebtedness, obligations and liabilities of Seller at disclosed on the Acquired Centers hired by Buyer March 31, 2002 Balance Sheet delivered to CIBER pursuant to Section 3.4, together with all other obligations and liabilities of Seller arising after such date in the ordinary course of business and reflected on the Final Effective Date Balance Sheet; (c) All obligations, liabilities and claims in connection with or related to any existing self-insured medical plan, flexible benefits (Section 125) plan, sick time, vacation time, severance, stay bonus or other termination obligations, COBRA obligations or other employment related matters for Seller employees, but only to the extent arising after that the Closing; Final Effective Date Balance Sheet reflects accruals or reserves for such items established in accordance with GAAP; (iiid) all Liabilities Seller's contractual obligations for warranty/continuing service obligations arising out of actions or relating performance (or absence thereof) occurring during periods prior to the Effective Date as is customary in the ordinary course of Seller's business; and (e) All obligations and liabilities arising with respect to periods after the Effective Date related to the ownership and operation of the Licenses and Permits, to the extent transferable, after the Closing; (iv) all Liabilities related to unresolved claims Seller has as Assets. All of the Closing against any Person who has supplied or is supplying goods Indebtedness, obligations and services with respect liabilities in this Section 2.2 shall be referred to collectively herein as the Acquired Centers, the Acquired Center Leases and the Acquired Assets; (v) all Liabilities for Taxes allocated to Buyer pursuant to the provisions of Section 8.f; and (vi) any and all other Liabilities relating to or arising in connection with the Acquired Assets from and after the Closing, other "Liabilities." Other than the Excluded Liabilities (collectively, the “Assumed Liabilities”). Except for the Assumed Liabilities, Buyer is CIBER shall not assuming assume or be bound by any of Seller’s other liabilities or obligations of Seller or the Shareholder of any kind, whether known kind or unknown, matured or unmatured, fixednature, contingent or otherwise, and whether including, but not limited to, any Tax liability related to the Assets or not threatened or pending or asserted or unasserted as the transfer of the Closing Date (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the parties specifically agree that Excluded Liabilities shall include: a. Assets or any Liability relating to the Excluded Assets; b. any Liability relating to Seller’s Accounts Payable prior to the Closing Date; c. any Liability arising under litigation or in respect of all Seller Plans; d. any Liability for Taxes allocated to Seller pursuant to the provisions of Section 8.f; and e. any Liability under any Assigned Contract and Acquired Center Lease arising out of any breach thereof by Seller occurring prior to the Closingpotential litigation disclosed on Schedule 3.6.

Assumption of Obligations and Liabilities. At (a) Upon the terms and subject to the conditions set forth in this Agreement, at Closing, Buyer shall assume execute and deliver to Seller the General Assignment, Xxxx of Sale and Assumption as provided by Section 2.3 below, pursuant to which Buyer shall assume, discharge in full and properly satisfy according to their terms, the following liabilities, obligations and commitments of Seller (the "Assumed Liabilities"): (i) all of Seller’s Liabilities All obligations under the Acquired Center Leases and the Assigned Assumed Contracts arising from and which are incurred after the Closing Date (excluding any obligation or liabilities arising as a result Date, and all obligations of a breach or default thereof prior performance under the Assumed Contracts due to be performed after the Closing Date, subject to the Closing by Seller); limitations set forth in Section 2.2(b) below; (ii) all Liabilities in respect of employees of Seller at the Acquired Centers hired by Buyer to the extent arising after the ClosingCompany listed on Schedule 2.2(a); and (iii) all Liabilities arising out All payables, liabilities and obligations of or relating to Seller as set forth on the ownership face of the Licenses balance sheet of Seller, other than payables to related parties (but excluding from payables to related parties any liabilities for shared services consistent with and Permits, to the extent transferable, after the Closing; (iv) all Liabilities related to unresolved claims for which Seller has been allocated charges in accordance with recent past practices rendered before or on the Closing Date), prepared by Seller and agreed to by Buyer as of the Closing against any Person who has supplied or is supplying goods and services with respect to the Acquired Centers, the Acquired Center Leases and the Acquired Assets; Date. (vb) all Liabilities for Taxes allocated to Buyer pursuant to the provisions of Section 8.f; and (vi) any and all other Liabilities relating to or arising in connection with the Acquired Assets from and after the Closing, other Other than the Excluded Liabilities (collectively, the “Assumed Liabilities”). Except for the Assumed Liabilities, Buyer is shall not assuming assume or be bound by any obligations of Seller of any kind or nature, contingent, unknown or otherwise whenever arising, including, but not limited to, (i) any Tax liability, (ii) any liability or obligation of Seller to pay salaries, severance, termination pay, accrued vacation pay, personal time and sick leave payable, holiday pay, if any, bonuses, profit sharing contributions, if any, xxxxxxx'x compensation liabilities or any other payments to any current or former employee of Seller’s other , (iii) any liabilities arising under E, H & S Laws, including but not limited to any liabilities arising from pre-existing conditions on or obligations of any kind, whether known or unknown, matured or unmatured, fixed, contingent or otherwise, and whether or not threatened or pending or asserted or unasserted as of the Closing Date (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the parties specifically agree that Excluded Liabilities shall include: a. any Liability relating to the Excluded Assets; b. ; (iv) any Liability relating litigation or potential litigation disclosed on Schedule 3.11 or otherwise in respect to Seller’s Accounts Payable claims arising prior to Closing; or (v) the Closing Date; c. any Liability arising under or in respect operation of all Seller Plans; d. any Liability for Taxes allocated to Seller pursuant to the provisions of Section 8.f; and e. any Liability under any Assigned Contract and Acquired Center Lease arising out of any breach thereof by Seller occurring Business prior to Closing (collectively, the "Excluded Liabilities"). Seller makes no and shall not make any claim against Buyer regarding the Excluded Liabilities. Seller shall, and Shareholder shall cause Seller to, use its best efforts to satisfy or have satisfied all Excluded Liabilities which are then due and payable at or prior to Closing, except any Excluded Liabilities being contested in good faith by Seller.

Assumption of Obligations and Liabilities. At the Closing, 3.1 Liabilities to be assumed ------------------------- The Buyer shall assume (i) all of Seller’s Liabilities under the Acquired Center Leases and the Assigned Contracts arising from and after the Closing Date (excluding any obligation or liabilities arising as a result of a breach or default thereof prior to the Closing by Seller); (ii) all Liabilities in respect of employees of Seller at the Acquired Centers hired by Buyer to the extent arising after the Closing; (iii) all Liabilities arising out of or relating to the ownership of the Licenses and Permits, to the extent transferable, after the Closing; (iv) all Liabilities related to unresolved claims Seller has as of the Closing against any Person who has supplied or is supplying goods and services with respect perform when due the obligations of the Seller (exclusive of VAT) insofar as they accrued due after 1 June 1997 and were disclosed to the Acquired CentersBuyer prior to Closing provided, however, that in no event will the Acquired Center Leases Buyer be liable for any accounts payable in an amount exceeding eighty percent (80%) of the accounts receivable acquired by the Buyer under Section 2 and Provided Further that the Acquired Assets; (v) all Liabilities Seller shall remain liable for Taxes allocated to Buyer pursuant to the provisions of Section 8.f; and (vi) any and all other fees payable by the Seller to A Peachy World Limited, Oakenwood Limited and Rainbowtop Limited. 3.2 Liabilities relating to not assumed ----------------------- It is understood and agreed that the Buyer shall not assume or arising in connection with be bound by any duties, responsibilities, obligations or liabilities of the Acquired Assets from and after the Closing, other than the Excluded Liabilities (collectivelyOwners, the “Assumed Liabilities”). Except for Seller or the Assumed Liabilities, Buyer is not assuming any of Seller’s other liabilities or obligations 's business of any kindkind or nature, whether known or known, unknown, matured or unmatured, fixed, contingent or otherwise, arising at any time, other than those obligations and liabilities expressly assumed by the Buyer under Section 3.1 above. Without limiting the foregoing in any way, it is understood that the Buyer does not assume, undertake or accept any duties, responsibilities, obligations or liabilities of the Seller or the Owners: (a) to employees or consultants or former employees or consultants of the Seller, including any liability for termination of employment or contract, wages, salary, fees, benefits, payroll withholdings and taxes, workers' compensation, commissions, accrued vacation, bonuses, deferred compensation, earnouts, incentives, employment agreements, pensions, non-compete agreements, collective bargaining agreements, or the like; (b) in respect of any income, franchise or other tax or VAT; (c) in respect of any claims for personal injuries, property damages or consequential damages relating to defective products or condition of premises or otherwise; (d) under any statute, rule or regulation, including but not limited to health, safety, labour, discrimination, civil rights, and environmental laws, rules and regulations; (e) in respect of any accounts payable, except for those specifically identified in Section 3.1, or any indebtedness of the Seller; or (f) in respect of any debt, liability or obligation of the Seller, or claims against the Seller, whether known or unknown to the Buyer, and whether disclosed or undisclosed pursuant to this Agreement and whether or not threatened or pending or asserted or unasserted contingent, except as of the Closing Date (the “Excluded Liabilities”). Without limiting the generality of the foregoing, the parties specifically agree that Excluded Liabilities shall include: a. any Liability relating to the Excluded Assets; b. any Liability relating to Seller’s Accounts Payable prior to the Closing Date; c. any Liability arising otherwise assumed under or in respect of all Seller Plans; d. any Liability for Taxes allocated to Seller pursuant to the provisions of Section 8.f; and e. any Liability under any Assigned Contract and Acquired Center Lease arising out of any breach thereof by Seller occurring prior to the Closingthis Agreement.