Common use of Liabilities Assumed Clause in Contracts

Liabilities Assumed. Upon satisfaction of all conditions to the obligations of the parties contained herein (other than such conditions as have been made in accordance with the terms hereof), the Purchaser will assume all liabilities of the Seller (the "ASSUMED LIABILITIES"), including those set forth on Exhibit 1.2 (the "LIABILITIES UNDERTAKING"), other than the Retained Liabilities (as defined below). The Seller expressly understands and agrees that, except as expressly assumed by the Purchaser, the Purchaser has not agreed to pay, will not be required to assume and will have no liability or obligation, direct or indirect, absolute or contingent, for the liabilities of the Seller or any respective affiliates or associates, which are retained by Seller, which liabilities will, as between the Seller and the Owners, on the one hand, and the Purchaser, on the other hand, remain the sole responsibility of, and will be satisfied by, the Seller (the "RETAINED LIABILITIES"), which Retained Liabilities are: (a) any debt, liability or obligation of the Seller or any affiliates or associates, direct or indirect, known or unknown, fixed, contingent or otherwise, that (i) is unrelated to the Assets or the Business; or (ii) relates to the Assets and is based upon or arises from any act, omission, transaction, circumstance, sale of goods or services, state of facts or other condition occurring or existing on or before the Closing Date, and known by the Seller or the Owners and not disclosed to the Purchaser in writing on or prior to the Closing Date (other than any debt, liability or obligation of the Seller arising after the date of the Latest Balance Sheet which is not required to be disclosed pursuant to Section 2.8) except to the extent that the same was expressly assumed by the Purchaser pursuant to the terms of the Liabilities Undertaking; (i) any obligation for Taxes related to the Seller, the Business or any of the Assets for any Tax period or portion thereof ending on or before June 30, 1994; (ii) any obligation for Taxes measured by the income of the Seller or the Owners; and (iii) any Tax liability relating to or arising out of the transfer of the Assets pursuant to this Agreement; (i) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise, based upon or arising from any act, omission, transaction, circumstance, state of facts or other condition occurring or existing on or before the Closing Date and relating to (A) any collective bargaining agreement or any "employee pension benefit plan" ("PENSION PLAN") as such term is defined in Section 3(2) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) or 4001(a)(3) of ERISA, or (B) any "employee welfare benefit plan" ("WELFARE PLAN") as such term is defined in Section 3(1) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a Multi- Employer Plan within the meaning of Section 3(37) of ERISA, or any cafeteria plan subject to Section 125 of the Code, and any plan, policy, practice or agreement that provides health, dental or life insurance benefits whether insured or otherwise, to which the Seller is a party or under which the Seller's employees, former employees or spouses or dependents of employees or former employees is covered, including without limitation, or any obligation to contribute to, or any obligation or liability for any withdrawal liability arising in connection with, any Multiemployer Plan attributable to participation therein by current or former employees of the Seller as a result of this Agreement and the transactions contemplated hereby or otherwise, (ii) any of the matters described in Sections 2.16(a) (except for the five employment agreements with the sales representatives) or 2.19 of the Disclosure Schedule, or (iii) any employment agreements or arrangements between the Seller and Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxx and Xxx X. Xxxxxxx (collectively, the "SELLER EMPLOYMENT AGREEMENTS"), or (iv) any severance agreements or arrangements between the Seller and Xxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxx (collectively, the "SELLER SEVERANCE AGREEMENTS"); (d) (i) (A) any liability arising out of or related to the management of wastes, byproducts or spent materials generated by the Seller, any subsidiaries, former subsidiaries or affiliates; or (B) any liability arising out of or related to any pollution or threat to human health or the environment or violation of any Environmental Law that is related to the Seller's management, use, control, ownership or operation of the business of the Seller, any subsidiary, former subsidiaries or affiliates, including without limitation any on-site or off-site activities involving Environmentally Regulated Materials, that occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, on or before the Closing Date, whether or not the pollution or threat to human health or the environment or violation of any Environmental Law is described in the Disclosure Schedule; and (ii) any Environmental Claim against any person or entity whose liability for such Environmental Claim the Seller has or may have assumed or retained either contractually or by operation of law; (e) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise owing by the Seller to (i) any of the Owners; or (ii) officers or directors of the Seller other than salary, reimbursement of approved business expenses or other recurring payments due and payable in the ordinary course of business; (f) any liability arising out of the litigation captioned XXXXXXXX XXXX X. XXXXXXX PRINTING CO. and XXX XXXX X. XXXXXXX PRINTING CO. Docket Nos. 96-026456 and 97-27636 currently pending in the Superior Court of the Commonwealth of Massachusetts (the "JAIN LAWSUIT"); (g) the subordinated debt in the amount of $5,862,285 owed to X. Xxxxxxx and DPC Disposition Trust as of February 28, 1999, plus any interest accrued thereon between February 28, 1999 and the Closing Date; and (h) any amount due Xxxxxx Xxxxxxx, Incorporated, which amount shall be paid by the Owners at the Closing. At the Closing, the Seller will convey, transfer, assign and delegate, and the Purchaser will accept and assume, those contracts, agreements and commitments listed on the Liabilities Undertaking to be assumed by the Purchaser (the "ASSUMED CONTRACTS").

Liabilities Assumed. Upon satisfaction of all conditions (a) On the terms and subject to the obligations of the parties contained herein (other than such conditions as have been made in accordance with the terms hereof), the Purchaser will assume all liabilities of the Seller (the "ASSUMED LIABILITIES"), including those set forth on Exhibit 1.2 (the "LIABILITIES UNDERTAKING")in this Agreement, other than the Retained Liabilities (as defined below). The Seller expressly understands Purchaser hereby assumes and agrees that, except as expressly assumed by the Purchaser, the Purchaser has not agreed to pay, will not be required to assume and will have no liability perform or obligationdischarge when due all of Seller’s obligations under the Assigned Contracts, direct or indirect, absolute or contingent, for the liabilities of the Seller or any respective affiliates or associatesif any, which are retained by Seller, which liabilities will, as between the Seller arise from and the Owners, on the one hand, and the Purchaser, on the other hand, remain the sole responsibility of, and will be satisfied by, the Seller (the "RETAINED LIABILITIES"), which Retained Liabilities are: (a) any debt, liability or obligation of the Seller or any affiliates or associates, direct or indirect, known or unknown, fixed, contingent or otherwise, that (i) is unrelated to the Assets or the Business; or (ii) relates to the Assets and is based upon or arises from any act, omission, transaction, circumstance, sale of goods or services, state of facts or other condition occurring or existing on or before after the Closing Date, and known only such liabilities of Seller (the “Assumed Liabilities”). The assumption by Purchaser of any Assumed Liability of Seller shall include only payment and performance obligations thereunder which accrue or arise after the Seller Closing Date; in no event shall Purchaser assume or the Owners and not disclosed be deemed to assume any liability of any nature (whether known, unknown, absolute, accrued, contingent or otherwise) relating to the Purchaser in writing on or performance under any such Assumed Liability which accrued prior to the Closing Date Date. (other than any debtb) Except for the Assumed Liabilities, liability or obligation of Seller will transfer the Seller arising after the date of the Latest Balance Sheet which is not required to be disclosed pursuant to Section 2.8) except Purchased Assets to the extent that Purchaser and the same was expressly assumed by the Purchaser pursuant Covenants to the terms Torrens free and clear of the Liabilities Undertaking; (i) any obligation for Taxes related to the Sellerall claims, the Business or any of the Assets for any Tax period or portion thereof ending on or before June 30liens, 1994; (ii) any obligation for Taxes measured by the income of the Seller or the Owners; and (iii) any Tax liability relating to or arising out of the transfer of the Assets pursuant to this Agreement; (i) any debtmortgages, liability or obligationsecurity interests, direct or indirectencumbrances, known or unknown, fixed, contingent or otherwise, based upon or arising from any act, omission, transaction, circumstance, state of facts or other condition occurring or existing on or before the Closing Date and relating to (A) any collective bargaining agreement or any "employee pension benefit plan" ("PENSION PLAN") as such term is defined in Section 3(2) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) or 4001(a)(3) of ERISA, or (B) any "employee welfare benefit plan" ("WELFARE PLAN") as such term is defined in Section 3(1) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a Multi- Employer Plan within the meaning of Section 3(37) of ERISAcharges, or any cafeteria plan subject to Section 125 of other restrictions. Other than the CodeAssumed Liabilities, neither Purchaser nor Torrens will assume and Seller will indemnify, defend, and hold the Purchaser and Torrens harmless against any planindebtedness, policyobligations, practice or liabilities of Seller. Neither Purchaser nor Torrens will assume any contract, liability, obligation, commitment, or agreement that provides health, dental or life insurance benefits whether insured or otherwise, to which the Seller is a party or under which the Seller's employees, former employees or spouses or dependents of employees or former employees is covered, including without limitation, or any obligation to contribute to, or any obligation or liability for any withdrawal liability arising in connection with, any Multiemployer Plan attributable to participation therein not specifically identified and accepted by current or former employees of the Seller as a result of this Agreement and the transactions contemplated hereby or otherwise, (ii) any of the matters described in Sections 2.16(a) (except for the five employment agreements with the sales representatives) or 2.19 of the Disclosure Schedule, or (iii) any employment agreements or arrangements between the Seller and Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxx and Xxx X. Xxxxxxx (collectively, the "SELLER EMPLOYMENT AGREEMENTS"), or (iv) any severance agreements or arrangements between the Seller and Xxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxx (collectively, the "SELLER SEVERANCE AGREEMENTS"); (d) (i) (A) any liability arising out of or related to the management of wastes, byproducts or spent materials generated by the Seller, any subsidiaries, former subsidiaries or affiliates; or (B) any liability arising out of or related to any pollution or threat to human health or the environment or violation of any Environmental Law that is related to the Seller's management, use, control, ownership or operation of the business of the Seller, any subsidiary, former subsidiaries or affiliates, including without limitation any on-site or off-site activities involving Environmentally Regulated Materials, that occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, on or Purchaser before the Closing DateClosing, whether or not the pollution known, contingent, or threat to human health or the environment or violation of any Environmental Law is described in the Disclosure Schedule; and (ii) any Environmental Claim against any person or entity whose liability for such Environmental Claim the Seller has or may have assumed or retained either contractually or by operation of law; (e) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise owing by the Seller to (i) any of the Owners; or (ii) officers or directors of the Seller other than salary, reimbursement of approved business expenses or other recurring payments due and payable in the ordinary course of business; (f) any liability arising out of the litigation captioned XXXXXXXX XXXX X. XXXXXXX PRINTING CO. and XXX XXXX X. XXXXXXX PRINTING CO. Docket Nos. 96-026456 and 97-27636 currently pending in the Superior Court of the Commonwealth of Massachusetts (the "JAIN LAWSUIT"); (g) the subordinated debt in the amount of $5,862,285 owed to X. Xxxxxxx and DPC Disposition Trust as of February 28, 1999, plus any interest accrued thereon between February 28, 1999 and the Closing Date; and (h) any amount due Xxxxxx Xxxxxxx, Incorporated, which amount shall be paid by the Owners at the Closing. At the Closing, the Seller will convey, transfer, assign and delegate, and the Purchaser will accept and assume, those contracts, agreements and commitments listed on the Liabilities Undertaking to be assumed by the Purchaser (the "ASSUMED CONTRACTS")accrued.

Liabilities Assumed. Upon satisfaction of all conditions to the obligations of the parties contained herein (other than such conditions as may have been made waived in accordance with the terms hereof)) and subject to the provisions of Article 8, at the Purchaser Closing, Buyer will assume all liabilities of the Seller (the "ASSUMED LIABILITIES"), including those set forth on Exhibit 1.2 (the "LIABILITIES UNDERTAKING"), other than the Retained Liabilities (as defined below). The Seller expressly understands and agrees that, except as expressly assumed by the Purchaser, the Purchaser has not agreed to pay, will not be required to assume and will have no liability or obligation, direct or indirect, absolute or contingent, for the liabilities of the Seller or any respective affiliates or associates, which are retained by Seller, which liabilities will, as between the Seller and the Owners, on the one hand, and the Purchaser, on the other hand, remain the sole responsibility of, and will be satisfied by, the Seller (the "RETAINED LIABILITIES"), which Retained Liabilities areassume: (a) any debtall liabilities set forth on the September 30, liability or obligation 1997 Statement of the Seller or any affiliates or associates, direct or indirect, known or unknown, fixed, contingent or otherwise, that (i) is unrelated to the Net Assets or the Business; or (ii) relates to the Assets and is based upon or arises from any act, omission, transaction, circumstance, sale of goods or services, state of facts or other condition occurring or existing on or before the Closing Date, and known by the Seller or the Owners and which have not disclosed to the Purchaser in writing been satisfied on or prior to the Closing Date (other than any debt, liability or obligation of the Seller arising after the date of the Latest Balance Sheet which is not required to be disclosed pursuant to Section 2.8) except to the extent that the same was expressly assumed by the Purchaser pursuant to the terms of the Liabilities UndertakingDate; (ib) any obligation for Taxes related all of the obligations and liabilities of Seller relating to the Seller, the CD Int Business or any of the Assets for any Tax period type customarily accrued, reserved against or portion thereof ending on or before June reflected in the accounts of the CD Int Business, arising between September 30, 1994; (ii) any obligation 1997 and the Closing Date which are not satisfied or discharged at or prior to the Closing Date, including, without limitation, liabilities for Taxes measured by the income of the Seller or the Owners; and (iii) any Tax liability relating to or arising out of the transfer of the Assets pursuant to this Agreementchecks issued but not presented for payment; (ic) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise, based upon or arising from any act, omission, transaction, circumstance, state of facts or other condition occurring or existing on or before all obligations assumed by Buyer in connection with the Closing Date and relating to Personnel Agreement (A) any collective bargaining agreement or any "employee pension benefit plan" ("PENSION PLAN") as such term is defined in Section 3(2) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a "multi-employer plan" within the meaning of Section 3(37hereinafter defined) or 4001(a)(3) of ERISA, or (B) any "employee welfare benefit plan" ("WELFARE PLAN") as such term is defined in Section 3(1) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a Multi- Employer Plan within the meaning of Section 3(37) of ERISA, or any cafeteria plan subject to Section 125 of the Code, and any plan, policy, practice or agreement that provides health, dental or life insurance benefits whether insured or otherwise, to which the Seller is a party or under which the Seller's employees, former employees or spouses or dependents of employees or former employees is covered, including without limitation, or any obligation to contribute to, or any obligation or liability for any withdrawal liability arising in connection with, any Multiemployer Plan attributable to participation therein by current or former employees of the Seller as a result of this Agreement and the transactions contemplated hereby or otherwise, (ii) any of the matters described in Sections 2.16(a) (except for the five employment agreements with the sales representatives) or 2.19 of the Disclosure Schedule, or (iii) any employment agreements or arrangements between the Seller and Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxx and Xxx X. Xxxxxxx (collectively, the "SELLER EMPLOYMENT AGREEMENTS"), or (iv) any severance agreements or arrangements between the Seller and Xxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxx (collectively, the "SELLER SEVERANCE AGREEMENTS")Tax Matters Agreement; (d) (i) (A) any every other liability of Seller, absolute or contingent, whether or not reflected on the September 30, 1997 Statement of Net Assets, arising out of or related relating to the management of wastes, byproducts or spent materials generated by the Seller, any subsidiaries, former subsidiaries or affiliates; or (B) any liability arising out of or related to any pollution or threat to human health CD Int Business or the environment Assets, operations or violation of any Environmental Law that is related to the Seller's management, use, control, ownership or operation activities of the business CD Int Business or relating thereto, as heretofore currently or hereafter conducted (including as conducted by any predecessor of the SellerCD Entities), any subsidiaryregardless of by whom such liability is asserted, former subsidiaries whether arising prior to, at or affiliates, including without limitation any on-site or off-site activities involving Environmentally Regulated Materials, that occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, on or before after the Closing Date, Date and whether or not known, suspected, asserted or claimed at the pollution Closing Date or threat to human health at any time theretofore or thereafter including, without limitation, any liability based on negligence, gross negligence, strict liability or any other theory of civil, criminal or other liability, whether in law (common or statutory) or equity, and any other activity undertaken by the environment CD Int Business or violation of any Environmental Law is described in the Disclosure Schedule; and (ii) any Environmental Claim against any person or entity whose liability for such Environmental Claim the Seller has or may have assumed or retained either contractually or by operation of lawrelating thereto; (e) any debt, liability indemnification obligations of Seller in favor of present or obligation, direct former employees or indirect, known or unknown, fixed, contingent or otherwise owing by the officers of Seller to (i) any arising out of the Owners; or (ii) officers or directors operations of the CD Int Business prior to the Closing Date; provided, however, that Buyer shall not assume and the Assumed Liabilities shall not include any indemnification obligation of Seller other than salary, reimbursement which arises out of approved business expenses or other recurring payments due and payable in the ordinary course of businesstransactions contemplated by this Agreement; (f) any liability arising out of the litigation captioned XXXXXXXX XXXX X. XXXXXXX PRINTING CO. and XXX XXXX X. XXXXXXX PRINTING CO. Docket Nos. 96-026456 and 97-27636 currently pending in the Superior Court of the Commonwealth of Massachusetts (the "JAIN LAWSUIT")Ceridian Contracts; (g) the subordinated debt in CD Int Leases; (h) all of the amount liabilities and obligations set forth on the Final Audited Closing Statement of $5,862,285 owed to X. Xxxxxxx and DPC Disposition Trust as of February 28, 1999, plus any interest accrued thereon between February 28, 1999 and the Closing DateNet Assets; and (hi) any amount due Xxxxxx Xxxxxxxliabilities comprising Permitted Exceptions (as hereinafter defined). In addition, Incorporatedsubject to the provisions of Article 8, which amount shall be paid by the Owners at CD Int Subsidiaries will remain subject to all liabilities (whether known or unknown, fixed or contingent, accrued or unaccrued) and obligations they may have on the Closing Date after the Closing. At All of the Closing, the Seller will convey, transfer, assign and delegate, and the Purchaser will accept and assume, those contracts, agreements and commitments listed on the Liabilities Undertaking items described in this Section 1.2 are referred to be assumed by the Purchaser (herein as the "ASSUMED CONTRACTS")Assumed Liabilities." The parties acknowledge that the foregoing assumption of Assumed Liabilities shall not be construed so as to obligate Buyer as a primary obligor to satisfy the liabilities and obligations of the CD Int Subsidiaries with respect to third parties; provided however, it is further understood that in no event shall this sentence be construed to limit Buyer's obligations with respect to Seller Indemnified Parties under Article 8 hereof.

Liabilities Assumed. Upon satisfaction of all conditions 3.1 Purchaser agrees to the obligations of assume only such liabilities as are specifically itemized on Schedule 3 to be agreed upon by the parties contained herein at closing and to include in general those items set forth on Schedule 3 attached hereto (other than such conditions as have been made in accordance with the terms hereof“Assumed Liabilities”). 3.2 Notwithstanding Section 3.1, the Purchaser will assume all shall not assume, agree to pay, discharge or perform, or incur, as the case may be, liabilities of the Seller (not arising in the "ASSUMED LIABILITIES")ordinary course of its business incurred or accrued prior to the Closing, including those set forth on Exhibit 1.2 (the "LIABILITIES UNDERTAKING"), other than the Retained Liabilities (as defined below). The Seller expressly understands and agrees that, except as expressly assumed by the Purchaser, the Purchaser has not agreed to pay, will not be required to assume and will have no liability or obligation, direct or indirect, absolute or contingent, for the liabilities of the Seller or unless an Assumed Liability; any respective affiliates or associates, which are retained by Seller, which liabilities will, as between the Seller and the Owners, on the one hand, and the Purchaser, on the other hand, remain the sole responsibility of, and will be satisfied by, the Seller (the "RETAINED LIABILITIES"), which Retained Liabilities are: (a) any debt, liability or obligation of the Seller or any affiliates or associates, direct or indirect, known or unknown, fixed, contingent or otherwise, that (i) is unrelated owing to the Assets or the Business; or (ii) relates to the Assets and is based upon or arises from any act, omission, transaction, circumstance, sale of goods or services, state of facts or other condition occurring or existing on or before the Closing Date, and known by the Seller or the Owners and not disclosed to the Purchaser in writing on or prior to the Closing Date (other than any debt, liability or obligation of the Seller arising after the date of the Latest Balance Sheet which is not required to be disclosed pursuant to Section 2.8) except to the extent that the same was expressly assumed by the Purchaser pursuant to the terms of the Liabilities Undertaking; (i) any obligation for Taxes related to the Seller, the Business or any of the Assets for any Tax period or portion thereof ending on or before June 30, 1994; (ii) any obligation for Taxes measured by the income of the Seller or the Owners; and (iii) any Tax liability relating to or arising out of the transfer of the Assets pursuant to this Agreement; (i) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise, based upon or arising from any act, omission, transaction, circumstance, state of facts or other condition occurring or existing on or before the Closing Date and relating to (A) any collective bargaining agreement or any "employee pension benefit plan" ("PENSION PLAN") as such term is defined in Section 3(2) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) or 4001(a)(3) of ERISA, or (B) any "employee welfare benefit plan" ("WELFARE PLAN") as such term is defined in Section 3(1) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a Multi- Employer Plan within the meaning of Section 3(37) of ERISA, or any cafeteria plan subject to Section 125 of the Code, and any plan, policy, practice or agreement that provides health, dental or life insurance benefits whether insured or otherwise, to which the Seller is a party or under which the Seller's employees, former employees or spouses or dependents of employees or former employees is covered, including without limitation, or any obligation to contribute to, or any obligation or liability for any withdrawal liability arising in connection with, any Multiemployer Plan attributable to participation therein by current or former employees of the Seller as a result and/or arising out of this Agreement and the transactions contemplated hereby or otherwise, (ii) in connection with any of the matters described in Sections 2.16(a) (except for the five employment agreements with the sales representatives) or 2.19 of the Disclosure Schedule, or (iii) any employment agreements or arrangements between the Seller and Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxx and Xxx X. Xxxxxxx (collectively, the "SELLER EMPLOYMENT AGREEMENTS"), or (iv) any severance agreements or arrangements between the Seller and Xxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxx (collectively, the "SELLER SEVERANCE AGREEMENTS"); (d) (i) (A) employee benefit plan; any liability arising out of or related to the management of wastes, byproducts or spent materials generated by the Seller, any subsidiaries, former subsidiaries or affiliates; or (B) any liability arising out of or related to any pollution or threat to human health or the environment or violation of any Environmental Law that is related to the Seller's management, use, control, ownership or operation of the business of the Seller, any subsidiary, former subsidiaries or affiliates, including without limitation any on-site or off-site activities involving Environmentally Regulated Materials, event that occurred, existed, arises out of conditions products sold or circumstances that occurred or existed, or was caused, in whole or in part, services performed by Seller on or before prior to the Closing Date, whether or not the pollution or threat to human health Seller’s ownership of its Assets or the environment or violation of any Environmental Law is described in the Disclosure Schedule; and (ii) any Environmental Claim against any person or entity whose liability for such Environmental Claim the Seller has or may have assumed or retained either contractually or by operation of law; (e) any debt, liability its business on or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise owing by the Seller prior to (i) any of the Owners; or (ii) officers or directors of the Seller other than salary, reimbursement of approved business expenses or other recurring payments due and payable in the ordinary course of business; (f) any liability arising out of the litigation captioned XXXXXXXX XXXX X. XXXXXXX PRINTING CO. and XXX XXXX X. XXXXXXX PRINTING CO. Docket Nos. 96-026456 and 97-27636 currently pending in the Superior Court of the Commonwealth of Massachusetts (the "JAIN LAWSUIT"); (g) the subordinated debt in the amount of $5,862,285 owed to X. Xxxxxxx and DPC Disposition Trust as of February 28, 1999, plus any interest accrued thereon between February 28, 1999 and the Closing Date; andany liability resulting from, or arising out of, relating to in the nature of, or caused by any breach of an agreement or promise, breach of warranty, tort or infringement by Seller or any of its affiliates; any liability of the Seller or any of its affiliates for taxes; any liabilities resulting from worker’s compensation claims or audits arising out of events occurring on or prior to the Closing Date; any liabilities of Seller or any of its affiliates relating to the occupancy or use of real estate; and any other liabilities whatsoever except those specified on Schedule 3 as Assumed Liabilities. (h) any amount due Xxxxxx Xxxxxxx, Incorporated, which amount shall be paid 3.3 The obligations of the Purchaser under this Section are subject to whatever rights the Purchaser may have under this Agreement or otherwise for breach by the Owners at the Closing. At the ClosingSeller of any representation, the Seller will conveywarranty, transfercovenant or agreement contained in this Agreement, assign and delegate, and the Purchaser will accept and assume, those contracts, agreements and commitments listed on the Liabilities Undertaking including but not limited to be assumed any right of indemnification provided by the Purchaser (the "ASSUMED CONTRACTS")this Agreement.

Liabilities Assumed. Upon satisfaction Care for Kids shall assume the following liabilities of all conditions to the obligations of the parties contained herein Sellers (other than such conditions as have been made in accordance with the terms hereof)collectively, the Purchaser will assume all liabilities of the Seller (the "ASSUMED LIABILITIES"), including those set forth on Exhibit 1.2 (the "LIABILITIES UNDERTAKING"), other than the Retained Liabilities (as defined below). The Seller expressly understands and agrees that, except as expressly assumed by the Purchaser, the Purchaser has not agreed to pay, will not be required to assume and will have no liability or obligation, direct or indirect, absolute or contingent, for the liabilities of the Seller or any respective affiliates or associates, which are retained by Seller, which liabilities will, as between the Seller and the Owners, on the one hand, and the Purchaser, on the other hand, remain the sole responsibility of, and will be satisfied by, the Seller (the "RETAINED LIABILITIES"), which Retained Liabilities are:“Assumed Liabilities”): (a) any debtThe liabilities of Sellers first arising at or after the Effective Time (as defined in Section 1.5, liability or obligation below) under the Assumed Contracts; (b) Current trade payables that are outstanding not more than 45 days incurred in the ordinary course of business consistent with past practices, including those payables set forth on Schedule 1.3(b); and (c) Those other liabilities of the Seller Business, if any, specifically identified in the attached Schedule 1.3(c). Except as specifically provided in the first paragraph of this Section 1.3, Care for Kids shall not assume, or in any affiliates way be liable or associatesresponsible for, direct any claims, liabilities, obligations, or indirectdebts of Sellers, known or unknown, fixed, contingent or otherwise, that including without limitation any liabilities relating to: (i) is unrelated to the Assets or the Business; or (ii) relates to the Assets and is based upon or arises from any act, omission, transaction, circumstance, sale of goods or servicesfederal, state or local tax liabilities or obligations of facts or other condition occurring or existing on or before the Closing Date, and known by the any Seller or the Owners and not disclosed to the Purchaser in writing on or respect of periods prior to the Closing Date (other than any debt, liability or obligation of the Seller arising after and through the date of the Latest Balance Sheet Closing or resulting from the consummation of the transactions contemplated herein including, without limitation, any income tax, any franchise tax, any tax recapture, any sales and/or use tax, any state and local recording fees and taxes which is not required to be disclosed pursuant to Section 2.8) except to may arise upon the extent that consummation of the same was expressly assumed transactions contemplated herein, and any FICA, FUTA, workers’ compensation, and any and all other taxes or amounts due and payable as a result of the exercise by the Purchaser pursuant employees of any Seller of such employee’s right to vacation, sick leave, and holiday benefits accrued while in the terms employ of the Liabilities Undertaking; (i) any obligation for Taxes related to the a Seller, the Business or any of the Assets for any Tax period or portion thereof ending on or before June 30, 1994; (ii) any obligation for Taxes measured by the income pension, profit sharing, or employee benefit plans covering any of the employees of any Seller for any period prior to the Closing; (iii) express or implied warranties; (iv) any acts or omissions of any Seller or the Ownersany employee, agent, representative, member, or shareholder of any Seller (including without limitation those related directly or indirectly to any tort claim asserted against any Seller or any employee, agent, or representative of any Seller); (v) claims for breach of contract; and (iiivi) other claims of any Tax liability relating to kind whatsoever, or arising out any other liabilities of the transfer of the Assets pursuant to this Agreement; (i) any debt, liability or obligationSeller, direct or indirect, known or unknown, fixed, contingent or otherwise, based upon or arising from any act, omission, transaction, circumstance, state of facts or other condition occurring or existing on or before the Closing Date and relating to (A) any collective bargaining agreement or any "employee pension benefit plan" ("PENSION PLAN") as such term is defined in Section 3(2) of ERISAcontingent, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) or 4001(a)(3) of ERISA, or (B) any "employee welfare benefit plan" ("WELFARE PLAN") as such term is defined in Section 3(1) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a Multi- Employer Plan within the meaning of Section 3(37) of ERISA, or any cafeteria plan subject to Section 125 of the Code, and any plan, policy, practice or agreement that provides health, dental or life insurance benefits whether insured or otherwise, to which the Seller is a party or under which the Seller's employees, former employees or spouses or dependents of employees or former employees is covered, including without limitation, or any obligation to contribute to, or any obligation or liability for any withdrawal liability arising in connection with, any Multiemployer Plan attributable to participation therein by current or former employees of the Seller as a result of this Agreement and the transactions contemplated hereby or otherwise, (ii) any of the matters described in Sections 2.16(a) (except for the five employment agreements with the sales representatives) or 2.19 of the Disclosure Schedule, or (iii) any employment agreements or arrangements between the Seller and Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxx and Xxx X. Xxxxxxx (collectively, the "SELLER EMPLOYMENT AGREEMENTS"), or (iv) any severance agreements or arrangements between the Seller and Xxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxx (collectively, the "SELLER SEVERANCE AGREEMENTS"); (d) (i) (A) any liability arising out of or related to the management of wastes, byproducts or spent materials generated by the Seller, any subsidiaries, former subsidiaries or affiliates; or (B) any liability arising out of or related to any pollution or threat to human health or the environment or violation of any Environmental Law that is related to the Seller's management, use, control, ownership or operation of the business of the Seller, any subsidiary, former subsidiaries or affiliates, including without limitation any on-site or off-site activities involving Environmentally Regulated Materials, that occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, on or before the Closing Date, whether or not the pollution or threat to human health or the environment or violation of any Environmental Law is described disclosed in the Disclosure Schedule; schedules referenced in Exhibit B and (ii) any Environmental Claim against any person Sellers shall pay or entity whose liability for discharge all such Environmental Claim the Seller has or may have assumed or retained either contractually or by operation of law; (e) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise owing by the Seller to (i) any of the Owners; or (ii) officers or directors of the Seller other than salary, reimbursement of approved business expenses or other recurring payments due liabilities as and payable in the ordinary course of business; (f) any liability arising out of the litigation captioned XXXXXXXX XXXX X. XXXXXXX PRINTING CO. and XXX XXXX X. XXXXXXX PRINTING CO. Docket Nos. 96-026456 and 97-27636 currently pending in the Superior Court of the Commonwealth of Massachusetts (the "JAIN LAWSUIT"); (g) the subordinated debt in the amount of $5,862,285 owed to X. Xxxxxxx and DPC Disposition Trust as of February 28, 1999, plus any interest accrued thereon between February 28, 1999 and the Closing Date; and (h) any amount due Xxxxxx Xxxxxxx, Incorporated, which amount shall be paid by the Owners at the Closing. At the Closing, the Seller will convey, transfer, assign and delegate, and the Purchaser will accept and assume, those contracts, agreements and commitments listed on the Liabilities Undertaking to be assumed by the Purchaser (the "ASSUMED CONTRACTS")when due.

Liabilities Assumed. Upon satisfaction of all conditions to (a) Except for the obligations of the parties contained herein (other than such conditions as have been made Assumed Liabilities expressly specified in accordance with the terms hereofSection 2.2(b), the Purchaser will assume all liabilities of the Seller (the "ASSUMED LIABILITIES"), including those set forth on Exhibit 1.2 (the "LIABILITIES UNDERTAKING"), other than the Retained Liabilities (as defined below). The Seller expressly understands and agrees that, except as expressly assumed by the Purchaser, the Purchaser Buyer has not agreed to pay, will shall not be required to assume and will shall have no liability or obligation with respect to, any liability or obligation, direct or indirect, absolute or contingent, for the liabilities of the Seller or any respective affiliates or associates, which are retained by Seller, which liabilities will, as between the Seller and the Owners, on the one hand, and the Purchaser, on the other hand, remain the sole responsibility of, and will be satisfied by, the Seller (the "RETAINED LIABILITIES"), which Retained Liabilities are: (a) any debt, liability or obligation of the Seller or any affiliates or associates, direct or indirect, known or unknown, fixedmatured or unmatured, contingent of Seller, any subsidiary or otherwiseaffiliate of Seller or any other person, that whether arising out of occurrence prior to, at or after the date hereof (the "Excluded Liabilities"). Excluded Liabilities shall include, without limitation, (i) is unrelated to the Assets all fees and expenses incurred by Seller or the Businessany of its affiliates or subsidiaries, in connection with this Agreement; or (ii) relates any liability or obligation to or in respect of any employees or former employees of Seller related to their employment or accruing prior to the Assets and is based upon Closing or arises from any actas a result of their termination by Seller including without limitation (w) wages, omissionovertime, transactionseverance pay, circumstancepay in lieu of notice, sale of goods accrued vacation time earned or services, state of facts or other condition occurring or existing on or before accrued prior to the Closing Dateor as a result thereof, other than any accrued paid vacation days and sick pay for any employees of Seller whom Buyer agrees to employ ("Employee Costs"), (x) any employment agreement, whether or not written, between Seller and any person, (y) any liability under any Employee Plan (defined to include any employee benefit plan, "Employee Benefit Plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, "ERISA," and all other benefit arrangements that are not Employee Benefit Plans, including, but not limited to any employment or consulting agreement, any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and known any compensation policy or practice, "Benefit Arrangement," (i) which are maintained, contributed to or required to be contributed to by the Seller or any entity that, together with Seller as of the Owners relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code, "ERISA Affiliate," or under which Seller or any ERISA Affiliate may incur any liability, and not disclosed (ii) which cover the employees, former employees, directors or former directors of Seller or any ERISA Affiliate) at any time maintained, contributed to the Purchaser in writing or required to be contributed to by or with respect to Seller or under which Seller may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Seller's withdrawal or partial withdrawal from or termination of any Employee Plan and (z) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted on or prior to the Closing Date or is based on acts or omissions which occurred on or prior to the Closing Date; (other than iii) any debt, liability or obligation of the Parent or Seller arising after the date in respect of the Latest Balance Sheet which is not required to be disclosed pursuant to Section 2.8) except to the extent that the same was expressly assumed by the Purchaser pursuant to the terms of the Liabilities Undertaking; (i) any obligation for Taxes related to the Seller, the Business or any of the Assets for any Tax period or portion thereof ending on or before June 30, 1994Tax; (ii) any obligation for Taxes measured by the income of the Seller or the Owners; and (iii) any Tax liability relating to or arising out of the transfer of the Assets pursuant to this Agreement; (i) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise, based upon or arising from any act, omission, transaction, circumstance, state of facts or other condition occurring or existing on or before the Closing Date and relating to (A) any collective bargaining agreement or any "employee pension benefit plan" ("PENSION PLAN") as such term is defined in Section 3(2) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) or 4001(a)(3) of ERISA, or (B) any "employee welfare benefit plan" ("WELFARE PLAN") as such term is defined in Section 3(1) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a Multi- Employer Plan within the meaning of Section 3(37) of ERISA, or any cafeteria plan subject to Section 125 of the Code, and any plan, policy, practice or agreement that provides health, dental or life insurance benefits whether insured or otherwise, to which the Seller is a party or under which the Seller's employees, former employees or spouses or dependents of employees or former employees is covered, including without limitation, or any obligation to contribute to, or any obligation or liability for any withdrawal liability arising in connection with, any Multiemployer Plan attributable to participation therein by current or former employees of the Seller as a result of this Agreement and the transactions contemplated hereby or otherwise, (ii) any of the matters described in Sections 2.16(a) (except for the five employment agreements with the sales representatives) or 2.19 of the Disclosure Schedule, or (iii) any employment agreements or arrangements between the Seller and Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxx and Xxx X. Xxxxxxx (collectively, the "SELLER EMPLOYMENT AGREEMENTS"), or (iv) any severance agreements or arrangements between the Seller and Xxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxx (collectively, the "SELLER SEVERANCE AGREEMENTS"); (d) (i) (A) any liability arising out of occurrences or related omissions prior to the management Closing. For purposes of wastesthis Agreement "Tax" means any of the Taxes, byproducts or spent materials generated by the Sellerand "Taxes" means all federal, any subsidiariesstate, former subsidiaries or affiliates; or (B) any liability arising out of or related to any pollution or threat to human health or the environment or violation of any Environmental Law that is related to the Seller's managementlocal and foreign income, capital gains, gross receipts, sales, use, controlad valorem, ownership franchise, capital, profits, license, withholding, employment, payroll, transfer, conveyance, documentary, stamp, property, excise, value added, customs duties, minimum taxes, and any other taxes, levies or operation assessments of any kind whatsoever, together with additions to tax or additional amounts, interest and penalties relating thereto that may be imposed by any federal, state, local or foreign governments. (b) The "Assumed Liabilities" are the following, which Buyer will assume at Closing: (i) Capital leases listed on Schedule 2.2.1; (ii) Operating leases related to Theaters and Theater equipment listed on Schedule 2.2.2; (iii) All liabilities of the business of the Seller, any subsidiary, former subsidiaries or affiliates, including without limitation any on-site or off-site activities involving Environmentally Regulated Materials, that occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, Seller under contracts listed on or before Schedule 2.2.3 with respect to events occurring after the Closing Date, whether or not the pollution or threat to human health or the environment or violation of any Environmental Law is described in the Disclosure Schedule; and (ii) any Environmental Claim against any person or entity whose liability for such Environmental Claim the Seller has or may have assumed or retained either contractually or by operation of law; (eiv) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise owing by All current liabilities set forth on the Seller to (i) any of the Owners; or (ii) officers or directors of the Seller other than salary, reimbursement of approved business expenses or other recurring payments due and payable in the ordinary course of business; (f) any liability arising out of the litigation captioned XXXXXXXX XXXX X. XXXXXXX PRINTING CO. and XXX XXXX X. XXXXXXX PRINTING CO. Docket Nos. 96-026456 and 97-27636 currently pending in the Superior Court of the Commonwealth of Massachusetts (the "JAIN LAWSUIT"balance sheet attached as Schedule 1.1(f); (gv) All accrued paid vacation days and sick pay set forth on the subordinated debt Schedule delivered pursuant to Section 5.14 hereof for any employees of Seller who become employees of Buyer; (vi) That certain promissory note dated December 30, 1996 in the original principal amount of $5,862,285 owed to X. Xxxxxxx 330,000 made by Gables in favor of Xxxx Xxxx Ting and DPC Disposition Trust Xxx-Xxx Xxxx, which note is secured by a deed of trust dated as of February 28the same date; provided that Gables shall make the payment due under such note on January 6, 19991998 and Buyer shall have no liability or responsibility for such payment. (c) Except as otherwise provided herein, plus to the extent that Buyer hires any interest accrued thereon between February 28employees of Seller, 1999 Buyer will thereafter be responsible for any termination and severance obligations it may have with respect to such employees including without limitation (a) any and all claims against Seller asserted by or on behalf of former employees of Seller who commence employment with Buyer on the Closing DateDate to the extent such claims are based upon or arise from terms and conditions of employment after the Closing Date or the termination of such post-Closing employment; (b) any and all claims asserted by or on behalf of any former employee of Seller who does not commence employment with Buyer on the Closing Date but who is employed by Buyer at any time following the Closing Date relating to such employee's terms and conditions of employment after the Closing Date or the termination of such post-Closing employment and (c) any and all liability for the obligation to provide notice under the Worker Adjustment and Retraining Notification Act of 1988 ("WARN") with respect to any "plant closing" or "mass layoff," as those terms are defined in WARN, for employment losses occurring on the Closing Date caused by Buyer's failure to offer employment to any employee of the Seller; and (hd) Buyer and Seller may supplement the list of Assumed Liabilities to include any amount due Xxxxxx Xxxxxxxliability of Seller incurred at Buyer's direction, Incorporated, which amount shall be paid by the Owners at the Closing. At the Closing, the Seller will convey, transfer, assign and delegate, and the Purchaser will accept and assume, those contracts, agreements and commitments listed on the Liabilities Undertaking so long as such direction is in writing specifically indicating that it is delivered pursuant to be assumed by the Purchaser (the "ASSUMED CONTRACTS"this Section 2.2(e).

Liabilities Assumed. Upon satisfaction of all conditions to the obligations of the parties contained herein (other than such conditions as have been made in accordance with the terms hereof), the Purchaser will assume all the liabilities of the Seller Sellers (the "ASSUMED LIABILITIES"), including those ) set forth on Exhibit 1.2 (the "LIABILITIES UNDERTAKING"), other than the Retained Liabilities (as defined below). The Seller Sellers expressly understands understand and agrees agree that, except as expressly assumed by for the PurchaserAssumed Liabilities, the Purchaser has not agreed to pay, will not be required to assume and will have no liability or obligation, direct or indirect, absolute or contingent, for the liabilities of the Seller Sellers or any respective affiliates or associates, which are retained by Seller, which liabilities will, as between the Seller Sellers and the Owners, on the one hand, and the Purchaser, on the other hand, remain the sole responsibility of, and will be satisfied by, the Seller Sellers (the "RETAINED LIABILITIES"), which Retained Liabilities areincluding without limitation: (a) any debt, liability or obligation of the Seller Sellers or any affiliates or associates, direct or indirect, known or unknown, fixed, contingent or otherwise, that (i) is unrelated to the Assets or the Business; or (ii) relates to the Assets and is based upon or arises from any act, omission, transaction, circumstance, sale of goods or services, state of facts or other condition occurring or existing on or before the Closing Date, and known by the Seller whether or the Owners and not disclosed to the Purchaser in writing on then known, due or prior to the Closing Date (other than any debtpayable, liability or obligation of the Seller arising after the date of the Latest Balance Sheet which is not required to be disclosed pursuant to Section 2.8) except to the extent that the same was expressly assumed by the Purchaser pursuant to the terms of the Liabilities Undertaking; (ib) any obligation for Taxes related to the Seller, the Business or any of the Assets for any Tax period or portion thereof ending on or before June 30, 1994; the Closing Date (iiincluding any tax liability (other than sales and use taxes) any obligation for Taxes measured by the income of the Seller or the Owners; and (iii) any Tax liability relating to or arising out of from the transfer of Assets) and any obligation for other Taxes of the Assets Sellers or the Owners, except to the extent that the same was expressly assumed by the Purchaser pursuant to this Agreementthe terms of the Liabilities Undertaking; (ic) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise, based upon or arising from any act, omission, transaction, circumstance, state of facts or other condition occurring or existing on or before the Closing Date and relating to (A) any collective bargaining agreement or any "employee pension benefit plan" ("PENSION PLAN") as such term is defined in Section 3(2) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) or 4001(a)(3) of ERISA, or (B) any "employee welfare benefit plan" ("WELFARE PLAN") as such term is defined in Section 3(1) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a Multi- Employer Plan within the meaning of Section 3(37) of ERISA, or any cafeteria plan subject to Section 125 of the Code, and any plan, policy, practice or agreement that provides health, dental or life insurance benefits whether insured or otherwise, to which either of the Seller is Sellers are a party or under which either of the Seller's employees, former employees or spouses or dependents of Sellers' employees or former employees is covered, including without limitation, or limitation any obligation to contribute to, or any obligation or liability for any withdrawal liability arising in connection with, any Multiemployer Plan attributable to participation therein by current or former employees of the Seller Sellers as a result of this Agreement and the transactions contemplated hereby or otherwise, (ii) otherwise or any of the matters described in Sections 2.16(a) (except for the five employment agreements with the sales representatives) 2.16 or 2.19 of the Disclosure Schedule, or (iii) any employment agreements or arrangements between the Seller and Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxx and Xxx X. Xxxxxxx (collectively, the "SELLER EMPLOYMENT AGREEMENTS"), or (iv) any severance agreements or arrangements between the Seller and Xxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxx (collectively, the "SELLER SEVERANCE AGREEMENTS"); (d) (i) (A) any liability arising out of or related to the events, circumstances or conditions described in Section 2.21 of the Disclosure Schedule; (B) any liability arising out of or related to the management of wastes, byproducts or spent materials generated by either of the SellerSellers, any subsidiaries, former subsidiaries or affiliates; or (BC) any liability arising out of or related to any pollution or threat to human health or the environment or violation of any Environmental and Occupational Safety and Health Law that is related in any way to any of the SellerSellers', or any previous owner's or operator's management, use, control, ownership or operation of the Assets, any Property or the business of the SellerSellers, any subsidiary, former subsidiaries or affiliates, including without limitation any on-site or off-site activities involving Environmentally Regulated Materials, and that occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, on or before the Closing Date, whether or not the pollution or threat to human health or the environment or violation of any Environmental and Occupational Safety and Health Law is described in the Disclosure Schedule; and (ii) any Environmental Claim against any person or entity whose liability for such Environmental Claim of the Seller has Sellers have or may have assumed or retained either contractually or by operation of law; (e) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise owing by either of the Seller Sellers to (i) any of the Owners; or (ii) officers or directors of the Seller other than salary, reimbursement Executech; or (iii) managers of approved business expenses or other recurring payments due and payable in the ordinary course of businessWorld Wide; (f) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise arising out of or under Executech, Inc.'s Performance Share Plan which was adopted by Executech's Board of Directors effective as of December 31, 1997 (the "EXECUTECH PERFORMANCE SHARE PLAN") or its termination; and (g) any liability arising out of or related to the litigation captioned XXXXXXXX XXXX X. XXXXXXX PRINTING CO. events, circumstances or conditions described in Sections 2.14 and XXX XXXX X. XXXXXXX PRINTING CO. Docket Nos. 96-026456 and 97-27636 currently pending in the Superior Court 2.15 of the Commonwealth of Massachusetts (Disclosure Schedule, to the "JAIN LAWSUIT"); (g) the subordinated debt in the amount of $5,862,285 owed extent such events, circumstances or conditions occurred prior to X. Xxxxxxx and DPC Disposition Trust as of February 28, 1999, plus any interest accrued thereon between February 28, 1999 and the Closing Date; and (h) any amount due Xxxxxx Xxxxxxx, Incorporated, which amount shall be paid by the Owners at the Closing. At the Closing, the Seller Sellers will convey, transfer, assign and delegate, and the Purchaser will accept and assume, those contracts, agreements and commitments listed on the Liabilities Undertaking to be assumed by the Purchaser (the "ASSUMED CONTRACTS").

Liabilities Assumed. Upon satisfaction of all conditions to At the obligations of the parties contained herein (other than such conditions as have been made in accordance with the terms hereof)Closing, the Purchaser will assume all the liabilities of the Seller Business (the "ASSUMED LIABILITIESAssumed Liabilities"), including those ) set forth on Exhibit 1.2 (the "LIABILITIES UNDERTAKINGLiabilities Undertaking"), other than . Each of Seller and the Retained Liabilities (as defined below). The Seller Shareholders expressly understands and agrees that, except as expressly assumed by for the PurchaserAssumed Liabilities, the Purchaser has and Parent have not agreed to pay, will not be required to assume and will have no liability or obligation, direct or indirect, absolute or contingent, for for, the liabilities of the Seller Business, Seller, the Shareholders or any of their respective affiliates or associates, which are retained by Sellerassociates or any other person, which liabilities will, as between the Seller and the OwnersShareholders, on the one hand, and the PurchaserPurchaser and Parent, on the other hand, remain the sole responsibility of, and will be satisfied by, Seller or the Seller Shareholders, as applicable, pursuant to the terms of this Agreement (the "RETAINED LIABILITIESRetained Liabilities"), which . The Retained Liabilities areinclude, but are not limited to, the following: (a) any debt, liability or obligation of the Seller Business or Seller, or any of their respective affiliates or associates, direct or indirect, known or unknown, fixed, contingent or otherwise, that (i) is unrelated to the Assets or the Business; or (ii) relates to the Assets or the Business and is based upon or arises from any act, omission, transaction, circumstance, sale of goods or services, state of facts or other condition occurring or existing on or before the Closing Date, and known by the Seller whether or the Owners and not disclosed to the Purchaser in writing on then known, due or prior to the Closing Date (other than any debtpayable, liability or obligation of the Seller arising after the date of the Latest Balance Sheet which is not required to be disclosed pursuant to Section 2.8) except to the extent that the same was expressly assumed by the Purchaser pursuant to the terms of the Liabilities Undertakingconstitutes an Assumed Liability; (ib) any obligation for Taxes related to the Seller, the Business or any of the Assets for any Tax period or portion thereof ending on or before June 30, 1994; the Closing Date (ii) including any obligation for Taxes measured by the income of the Seller or the Owners; and (iii) any Tax tax liability relating to or arising out of from the transfer of the Assets pursuant to this AgreementAssets) and any obligation for other Taxes of Seller; (ic) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise, based upon or arising from any act, omission, transaction, circumstance, state of facts or other condition occurring or existing on or before the Closing Date and relating to (A) any collective bargaining agreement or any "employee pension benefit plan" ("PENSION PLAN") as such term is defined in Section 3(2) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) or 4001(a)(3) of ERISA, or (B) any "employee welfare benefit plan" ("WELFARE PLAN") as such term is defined in Section 3(1) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a Multi- Employer Plan within the meaning of Section 3(37) of ERISA, or any cafeteria plan subject to Section 125 of the Code, and any plan, policy, practice or agreement that provides health, dental or life insurance benefits whether insured or otherwise, to which the Seller is a party or under which the any of Seller's employees, former employees or spouses or dependents of employees or former employees employees, or their spouses, dependents, family members, domestic partners or beneficiaries is covered, including without limitation, or limitation any obligation to contribute to, or any obligation or liability for any withdrawal liability arising in connection with, any Multiemployer Plan "multiemployer plan" within the meaning of Section 4001(a)(3) of the Employment Retirement Income Security Act of 1974, as amended ("ERISA"), attributable to participation therein by current or former employees of the Seller as a result of this Agreement and the transactions contemplated hereby or otherwise, (ii) any of the matters described in Sections 2.16(a) (except for the five employment agreements with the sales representatives) or 2.19 of the Disclosure Schedule, or (iii) any employment agreements or arrangements between the Seller and Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxx and Xxx X. Xxxxxxx (collectively, the "SELLER EMPLOYMENT AGREEMENTS"), or (iv) any severance agreements or arrangements between the Seller and Xxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxx (collectively, the "SELLER SEVERANCE AGREEMENTS"); (d) (i) any liability arising out of or related to the events, circumstances or conditions described in Section 2.21 of the Disclosure Schedule; (Aii) any liability arising out of or related to the management of wastes, byproducts or spent materials generated by the Seller, Seller or any of its subsidiaries, former subsidiaries or affiliates; or (B) any liability arising out of or related to any pollution or threat to human health or the environment or violation of any Environmental and Occupational Safety and Health Law that is related in any way to the any of Seller's management, use, control, ownership or operation of the Assets, any property or the business of the Seller, any subsidiaryof its subsidiaries, former subsidiaries or affiliates, including without limitation any on-site or off-site activities involving Environmentally Regulated Materials, and that occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, on or before the Closing Date, whether or not the pollution or threat to human health or the environment or violation of any Environmental and Occupational Safety and Health Law is described in the Disclosure Schedule; and (iiiii) any Environmental Claim against any person or entity whose liability for such Environmental Claim of the Seller has or may have assumed or retained either contractually or by operation of law; (e) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise owing by the Seller to (i) any of the Owners; its affiliates, officers, directors or (ii) officers or directors of the Seller other than salary, reimbursement of approved business expenses or other recurring payments due and payable in the ordinary course of businessstockholders; (f) any debt, liability arising out of or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise owing by Seller or any Shareholder to any attorney, accountant, investment banker or other Person, to the litigation captioned XXXXXXXX XXXX X. XXXXXXX PRINTING CO. and XXX XXXX X. XXXXXXX PRINTING CO. Docket Nos. 96-026456 and 97-27636 currently pending extent relating to or incurred in connection with this Agreement or the Superior Court of the Commonwealth of Massachusetts (the "JAIN LAWSUIT")transactions contemplated hereby; (g) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise, relating to the subordinated debt claims or matters described in the amount of $5,862,285 owed to X. Xxxxxxx and DPC Disposition Trust as of February 28Disclosure Schedules 2.13, 19992.18, plus any interest accrued thereon between February 28Item 1of 2.26, 1999 and the Closing Date; and (h) any amount due Xxxxxx Xxxxxxx, Incorporated, which amount shall be paid by the Owners at the Closingor 2.27. At the Closing, the Seller will convey, transfer, assign and delegate, and the Purchaser will accept and assume, those contracts, agreements and commitments listed on Exhibit A to the Liabilities Undertaking to be assumed by the Purchaser (the "ASSUMED CONTRACTSAssumed Contracts").

Liabilities Assumed. Upon satisfaction of all conditions to the obligations of the parties contained herein (other than such conditions as will have been made in accordance with the terms hereof), the Purchaser will assume all the liabilities of the Seller Company (the "ASSUMED LIABILITIES"), including those Assumed Liabilities" ) as set forth on Exhibit 1.2 (the "LIABILITIES UNDERTAKINGLiabilities Undertaking"), other than . Except for the Retained Liabilities (as defined below). The Seller expressly understands and agrees that, except as expressly assumed by the PurchaserAssumed Liabilities, the Purchaser has not agreed to pay, will not be required to assume and will have no liability or obligation, direct or indirect, absolute or contingent, for the liabilities with respect to any other liability or obligation of the Seller Company or any respective affiliates or associates, which are retained by Seller, which liabilities will, as between the Seller and the Owners, on the one hand, and the Purchaser, on the associates or of any other hand, remain the sole responsibility of, and will be satisfied by, the Seller person (the "RETAINED LIABILITIESRetained Liabilities"), which Retained Liabilities areincluding without limitation: (a) any debt, liability or obligation of the Seller Company, the Shareholders or any of their affiliates or associates, direct or indirect, known or unknown, fixed, contingent or otherwise, that (i) is unrelated to the Assets or Assets; (ii) is unrelated to the Businessbusiness of the Company; or (iiiii) relates to the Assets and is based upon or arises from any act, omission, transaction, circumstance, sale of goods or services, state of facts or other condition occurring or existing on or before the Closing Date, and known by the Seller or the Owners and not disclosed to the Purchaser in writing on or prior to the Closing Date (other than any debtas hereinafter defined), liability whether or obligation of the Seller arising after the date of the Latest Balance Sheet which is not required to be disclosed pursuant to Section 2.8) then known, due or payable, except to the extent that the same was expressly assumed by Noble or the Purchaser pursuant to the terms of the Liabilities Undertaking; (ib) any obligation for Taxes (as hereinafter defined) related to the Seller, the Business or any of the Assets for any Tax period or portion thereof ending on or before June 30, 1994; (ii) the applicable Closing Date for purchase of such Assets and any obligation for other Taxes measured by the income of the Seller Company or the Owners; and (iii) any Tax liability relating to its officers, directors, shareholders, or arising out of the transfer of the Assets pursuant to this Agreementother agents or affiliates; (ic) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise, based upon or arising from any act, omission, transaction, circumstance, state of facts or other condition occurring or existing on or before Environmental Claims (as hereinafter defined) not identified in the Closing Date and relating Phase II Reports (as hereinafter defined) in an amount not to exceed Five Hundred Thousand Dollars (A) any collective bargaining agreement or any "employee pension benefit plan" ("PENSION PLAN") as such term is defined in Section 3(2) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a "multi-employer plan" within the meaning of Section 3(37) or 4001(a)(3) of ERISA, or (B) any "employee welfare benefit plan" ("WELFARE PLAN") as such term is defined in Section 3(1) of ERISA, including without limitation, any such plan that is excluded from coverage by Section 4 of ERISA or is a Multi- Employer Plan within the meaning of Section 3(37) of ERISA, or any cafeteria plan subject to Section 125 of the Code, and any plan, policy, practice or agreement that provides health, dental or life insurance benefits whether insured or otherwise, to which the Seller is a party or under which the Seller's employees, former employees or spouses or dependents of employees or former employees is covered, including without limitation, or any obligation to contribute to, or any obligation or liability for any withdrawal liability arising in connection with, any Multiemployer Plan attributable to participation therein by current or former employees of the Seller as a result of this Agreement and the transactions contemplated hereby or otherwise, (ii) any of the matters described in Sections 2.16(a) (except for the five employment agreements with the sales representatives) or 2.19 of the Disclosure Schedule, or (iii) any employment agreements or arrangements between the Seller and Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxx and Xxx X. Xxxxxxx (collectively, the "SELLER EMPLOYMENT AGREEMENTS"$500,000), or (iv) any severance agreements or arrangements between the Seller and Xxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxx (collectively, the "SELLER SEVERANCE AGREEMENTS");; and (d) (i) (A) any liability arising out of or related Company to the management of wastes, byproducts or spent materials generated by the Seller, any subsidiaries, former subsidiaries or affiliates; or (B) any liability arising out of or related to any pollution or threat to human health or the environment or violation of any Environmental Law that is related to the Seller's management, use, control, ownership or operation of the business of the Seller, any subsidiary, former subsidiaries or affiliates, including without limitation any on-site or off-site activities involving Environmentally Regulated Materials, that occurred, existed, arises out of conditions or circumstances that occurred or existed, or was caused, in whole or in part, on or before the Closing Date, whether or not the pollution or threat to human health or the environment or violation of any Environmental Law is described in the Disclosure Schedule; and (ii) any Environmental Claim against any person or entity whose liability for such Environmental Claim the Seller has or may have assumed or retained either contractually or by operation of law; (e) any debt, liability or obligation, direct or indirect, known or unknown, fixed, contingent or otherwise owing by the Seller to (i) any of the Owners; Company's employees, whether pursuant to agreements between such employees and the Company or (ii) officers or directors of the Seller otherwise other than salary, reimbursement of approved business expenses or other recurring payments due and payable in the ordinary course of business; (f) any liability liabilities arising out of the litigation captioned XXXXXXXX XXXX X. XXXXXXX PRINTING CO. and XXX XXXX X. XXXXXXX PRINTING CO. Docket Nos. 96-026456 and 97-27636 currently pending in the Superior Court of the Commonwealth of Massachusetts (the "JAIN LAWSUIT"); (g) the subordinated debt in the amount of $5,862,285 owed to X. Xxxxxxx and DPC Disposition Trust as of February 28, 1999, plus any interest accrued thereon between February 28, 1999 and after the Closing Date; and (h) Date under any amount due Xxxxxx Xxxxxxx, Incorporated, employment agreement which amount shall be paid by the Owners at the Closingis an Assumed Contract. At the Closing, the Seller Company will convey, transfer, assign transfer and delegateassign, and the Purchaser will accept and assume, those contracts, agreements agreements, obligations and commitments specifically listed on the Liabilities Undertaking to be assumed by the Purchaser (the "ASSUMED CONTRACTSAssumed Contracts").