Common use of Liabilities Clause in Contracts

Liabilities. (a) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has no Liabilities, except for: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, the Buyer is not assuming any Liability of the Seller of whatever nature, whether presently in existence or arising hereafter, other than (collectively, the “Assumed Liabilities”): (a) Except as set forth in Part 2.14 all Liabilities of the Seller Disclosure Scheduleunder the Assumed Contracts (other than those Liabilities that arose or accrued based on any act, event, or omission that occurred prior to the Closing Date, which shall in all cases be retained by the Seller has irrespective of whether they are known at Closing or become known only after the Closing, or based on any breach or default of the Seller which occurred prior to the Closing Date); (b) all Liabilities arising out of ownership or operation of the Wholesale Business or the Acquired Assets after the Closing Date; (c) all of the Liabilities listed on the attached Schedule 2.3(c); provided, that the Buyer shall in no Liabilities, except for: event assume any Liabilities of the Seller arising from or in connection with (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statementsany Excluded Asset; (ii) any transactions between the Seller and any Affiliate of a Seller; (iii) matters not relating to the Wholesale Business or the Acquired Assets; (iv) any Debt or Guarantee of the Seller; (v) the Seller’s breach or default of any obligation or agreement; (v) the Seller’s expenses in connection with the Contemplated Transactions; (vi) insurance policies of the Seller, (vii) obligations under Assumed Contracts that arose or accrued based on any act, event, or omission that occurred prior to the Closing Date, which shall in all cases be retained by Seller irrespective of whether they are known at Closing or become known only after the Closing or based on any breach or default of the Seller that occurred prior to the Effective Date, (viii) claims, costs or other Liabilities under any Employee Plans, including without limitation relating to health or retirement benefits, (ix) any Liability for or on account of Taxes arising prior to the Closing Date (whether known or unknown), (x) any Liability of the Seller to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of the Seller, or was serving at the request of such entity as a partner, trustee, director, officer, employee, or agent of another entity, (xi) any Liability of the Seller arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done, suffered to be done or omitted to be done by such Seller or any of their respective directors, officers, employees or agents, (xii) any Liability of the Seller arising out of the Transaction Documents, (xiii) any Liability relating to or arising out of products manufactured or sold or services rendered by the Seller prior to the Closing Date, whether or not related to the Wholesale Business, (xiv) any Liability of the Seller for making payments or providing, funding, insuring or administering benefits of any kind to it or its ERISA Affiliates’ employees or former employees, directors or officers, including without limitation any bonus, severance payment, change of control payment, retention payment or other compensation, benefit or payment that is created, accrues, accelerates or becomes payable to any present or former director, shareholder, employee or independent contractor, pursuant to any Contractual Obligation on or before the Closing Date as a result of the execution, delivery or consummation of the Contemplated Transactions (without regard to when any such compensation, benefit or payment is due and payable) (xv) any Liability not arising out of the operation of the Wholesale Business, (xvi) any Liability relating to compliance with the Worker Adjustment and Retraining Notification Act, 29 U.S.C. § 2101, et seq. (“WARN Act”) and any state laws concerning layoffs or the closing or relocation of worksites or the like, which arises on or before the Closing Date; or (xvii) any Liabilities of the Seller incurred (or resulting from any action occurring) prior to the Closing that is not otherwise an Assumed Liability. All Liabilities that are not expressly assumed (or are expressly excluded) hereunder shall be retained by and remain Liabilities of the Seller and satisfied by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; accordance with their terms (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other all such Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type being assumed being herein referred to in Section 8.2(aas the “Excluded Liabilities”). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. Except as provided for herein, Buyer will not assume any liabilities of Sellers. Excluded liabilities (the “Excluded Liabilities”) shall include, without limitation, the following: (a) Except as set forth in Part 2.14 liabilities arising from Sellers’ breaches, defaults or failures of the Seller Disclosure Schedule, the Seller has no Liabilities, except for: performance (i) liabilities identified as such in under the "liabilities" columns of the audited balance sheet of the Seller included in the Financial StatementsPurchased Contracts; (ii) Liabilities incurred by the Seller in bona fide transactions entered into under contracts not included in the Ordinary Course Purchased Contracts, including but not limited to any leases for the rental of Business since December 31, 2004any real property; or (iii) obligations under the Contracts listed in Part 2.13 operation of the Seller Disclosure Schedule; and (iv) Business, arising out of events occurring on or before the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule.Closing; (b) Part 2.14 any liabilities for Taxes incurred or accrued by Sellers, including but not limited to payroll, sales, income, and any Taxes that become due as a result of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held transactions contemplated by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement.; (c) Except as set forth in Part 2.14 of the Seller Disclosure Scheduleany debt, the Seller has not paidpayables or other liabilities, and the Seller is not and will not become liable for the payment ofincluding without limitation any equipment or other leases (operating, capitalized or otherwise), any fees401(k), costs profit sharing or expenses of the type referred to in Section 8.2(a).pension plan, any deferred compensation payables, accrued bonus, payroll or vacation payables, or COBRA-related obligations; (d) Neither any litigation, dispute or Action pending or threatened against Sellers (or its shareholders or management as applicable); and any warranty liability to customers arising out of events occurring on or before the Seller nor Closing Date; (e) accrued interest on any Member hasdebt obligations of the Sellers; and (f) any liabilities not related to the Business. Notwithstanding the foregoing, at any time, (i) made a general assignment as part of the consideration for the benefit Assets, Buyer shall assume on the Closing Date only those obligations of creditorsSellers to be performed after the Closing under those Purchased Contracts, Licenses and Permits constituting Assets, but excluding any obligations or liabilities arising from any performance, omissions, activities or events related to any such Purchased Contract, License or Permit occurring on or prior to the Closing (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements“Assumed Liabilities”).

Liabilities. (a) Except as At the Closing, Buyer shall assume all liabilities and obligations of Seller under Contracts and Leases and all other liabilities and obligations of Seller, other than those set forth in Part 2.14 of the Seller Disclosure ScheduleSection 2.3(b), the Seller has no Liabilities, except for: that are set forth on Schedule 2.3 (i) liabilities identified as such in the "liabilities" columns Assumed Obligations"). Buyer shall not assume or have any liabilities with respect to any other obligation or liability of the audited balance sheet of the Seller that is not included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure ScheduleAssumed Obligations. (b) Part 2.14 Anything in this Agreement to the contrary notwithstanding, Buyer shall not assume, or in any way be liable or responsible for: (i) (A) any liabilities or obligations of Seller, or any consolidated group of which Seller is a member, or of any general or limited partners (the "Partners") for any Taxes, accrued for, applicable to or arising from any period on or prior to May 31, 1997, or in connection with the consummation of the transactions contemplated herein, and (B) any liability of the Seller Disclosure Schedule: for the unpaid Taxes of any Person under Treasury Regulation ss.1.1502-6 (ior any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (ii) provides an accurate and complete breakdown and aging of the accounts payable any obligation of the Seller as to indemnify any Person by reason of December 31the fact that such Person was a director, 2004; (ii) provides an accurate and complete breakdown officer, employee or agent of any customer deposits or other deposits held by of the Seller or was serving at the request of any such entity as a partner, trustee, director, officer, employee or agent of the date of this Agreement; another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement or otherwise); (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness any liability of the Seller as for costs and expenses incurred in connection with this Agreement and the transactions contemplated herein; (iv) any intercompany payables or any liabilities or obligations of Seller owing to any Affiliate of Seller or to any Other Seller or any Affiliate thereof, all of which shall be released on or prior to the Closing Date; (v) any liability or obligation of the date of Seller under this Agreement.; (cvi) Except any Environmental, Health and Safety Liability arising solely from occurrences or conditions on or prior to the Closing Date, or, for any such liability arising from occurrences or conditions both before and after the Closing, the portion of any such liability caused by occurrences prior to the Closing Date; (vii) any liability or obligation relating to the Seller Plans or any other Employee Benefit Plans, including but not limited to any liability or obligation with respect to COBRA or any multiemployer plan (as defined in Section 3(37) or 4001(a)(3) of ERISA); and (viii) any liability or obligation not expressly set forth in the Balance Sheet, except those which may arise with respect to the period after the Closing Date under the Contracts and Leases and as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a)Schedule 2.3. (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (a) At the Closing, Buyer shall assume all liabilities and obligations of Seller under Contracts and Leases and all other liabilities and obligations of Seller, other than those set forth in Section 2.3(b), that are set forth on Schedule 2.3 (the "Assumed Obligations"). Buyer shall not assume or have any liabilities with respect to any other obligation or liability of Seller that is not included in the Assumed Obligations. (b) Anything in this Agreement to the contrary notwithstanding, Buyer shall not assume, or in any way be liable or responsible for: (i) Except as set forth in Part 2.14 Section 3.1(e), (A) any liabilities or obligations of Seller, or any consolidated group of which Seller is a member, or of any stockholders (the "Stockholders") for any Taxes, accrued for, applicable to or arising from any period on or prior to May 31, 1997, or in connection with the consummation of the transactions contemplated herein, and (B) any liability of the Seller Disclosure Schedulefor the unpaid Taxes of any Person under Treasury Regulation ss.1.1502-6 (or any similar provision of state, the Seller has no Liabilitieslocal, except for: or foreign law), as a transferee or successor, by contract, or otherwise; (iii) liabilities identified as such in the "liabilities" columns of the audited balance sheet any obligation of the Seller included in to indemnify any Person by reason of the Financial Statements; (ii) Liabilities incurred by fact that such Person was a director, officer, employee or agent of any of the Seller or was serving at the request of any such entity as a partner, trustee, director, officer, employee or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in bona fide transactions entered into in the Ordinary Course of Business since December 31settlement, 2004; losses, expenses or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement or otherwise); (iii) any liability of the Seller for costs and expenses incurred in connection with this Agreement and the transactions contemplated herein; (iv) any intercompany payables or any liabilities or obligations of Seller owing to any Affiliate of Seller or to any Other Seller or any Affiliate thereof, all of which shall be released on or prior to the Closing Date; (v) any liability or obligation of the Seller under this Agreement; (vi) any Environmental, Health and Safety Liability arising solely from occurrences or conditions on or prior to the Closing Date, or, for any such liability arising from occurrences or conditions both before and after the Closing, the portion of any such liability caused by occurrences prior to the Closing Date; (vii) any liability or obligation relating to the Seller Plans or any other Employee Benefit Plans, including but not limited to any liability or obligation with respect to COBRA or any multiemployer plan (as defined in Section 3(37) or 4001(a)(3) of ERISA); and (viii) any liability or obligation not expressly set forth in the Balance Sheet, except those which may arise with respect to the period after the Closing Date under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate Leases and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a)Schedule 2.3. (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (a) Except The Bondholders’ Representative shall not be liable to any person for any damage incurred during seeking for a Resolution which it has duly conducted any method or procedure required under the Conditions and/or as set forth a result of its reliance on any Resolution in Part 2.14 accordance with the Conditions though it is subsequently found that there was some defect in the calling of, or quorum for, such meeting or the passing of such Resolution or that, for any reason, such Resolution is not valid or binding upon the Seller Disclosure Schedule, the Seller has no LiabilitiesBondholders, except for: (i) liabilities identified as where such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule.defect was due to its gross negligence or wilful misconduct; (b) Part 2.14 In connection with the performance of its obligations under the Seller Disclosure Schedule: Transaction Documents, the Bondholders’ Representative: (i) provides an accurate and complete breakdown and aging shall not have any responsibility or liability in respect of any failure or delay by the accounts payable of Issuer or any other person in performing its obligations under the Seller as of December 31Transaction Documents, 2004; or other agreements relating to the Transaction Documents, except where such failure or delay occurs due to the Bondholders’ Representative’s gross negligence, fraud or wilful misconduct or its failure to perform its duties in accordance with the Transaction Documents or any applicable laws; (ii) provides an accurate shall not have any liability in respect of the execution, effectiveness, enforceability, sufficiency, legality, validity, genuineness or suitability of the Transaction Documents or the agreements and complete breakdown documents referred to in such Transaction Documents, or of any customer deposits certificate, report, document of title or other deposits held by document delivered under the Seller as Transaction Documents, any statement of the date Issuer or any other person in the Transaction Documents, or the accuracy or completeness of this Agreementany information which was or is circulated to the Bondholders’ Representative, or any obligation or rights created or purported to be created thereby or pursuant thereto or the priority thereof constituted or purported to be constituted thereby or pursuant thereto, nor shall it be responsible or liable to any person because of any invalidity of any provision of such documents or the unenforceability thereof, whether arising from statute, law or decisions of any court, provided that the Bondholders’ Representative has acted in good faith and does not have any knowledge as to any inaccuracy, incompleteness, invalidity or unenforceability thereof without its gross negligence or wilful misconduct and the Bondholders’ Representative has carried out reasonable enquiries and investigation which the Bondholders’ Representative would normally make and act in accordance with its professional judgment; and and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness does not assume, nor shall the Bondholders’ Representative be obliged to perform, any obligations of the Seller as of the date of this AgreementIssuer or any other person. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (a) Except as set forth in Part 2.14 Subject to the terms and conditions of this Agreement, upon the Closing Purchaser agrees to assume and become responsible for all of the Assumed Liabilities (as hereinafter defined) as of and after the Closing Date. Purchaser shall not assume or have any responsibility with respect to any other obligation or Liabilities of Seller Disclosure Scheduleor any of its Affiliates not included within the definition of Assumed Liabilities. As used herein, the Seller has no “Assumed Liabilities, except for” means: (i) those liabilities identified as such in or obligations relating to, or arising out of, the "liabilities" columns ownership of the audited balance sheet of Assets after the Seller included in the Financial StatementsClosing Date; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditorsand, (ii) filedonly those obligations of Seller or any of its Affiliates arising under all Contracts, Governmental Approvals and Licenses that pertain to the Ashtabula III Project, provided, however, that Purchaser shall not assume or be responsible for any such liabilities or obligations which arise from breaches thereof or defaults thereunder by Seller or any of its Affiliates, all of which liabilities and obligations shall constitute Retained Liabilities. Without in any way broadening the scope of Assumed Liabilities as described in the preceding sentence, Assumed Liabilities shall not include (i) any Liability of Seller or any of its Affiliates for Taxes accruing or arising before the Closing Date (unless subject to proration pursuant to the terms of this Agreement), (ii) any Liability of Seller or any of its Affiliates for taxes measured by income or gross receipts or the like and for the unpaid Taxes of any Person, as a transferee or successor, by contract, or had filed against it, any bankruptcy petition or similar filingotherwise, (iii) suffered the attachment any Liability of Seller or other judicial seizure of all or a substantial portion any of its assetsAffiliates for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby (excluding any Transfer Taxes for which Purchaser is responsible pursuant to Section 10.01(f)), (iv) admitted in writing any Liability of Seller for Indebtedness owed by Seller or its inability to pay its debts as they become dueAffiliates, or (v) taken any Liens, other than Permitted Liens (excluding Permitted Liens or been unpaid taxes or obligations which are being contested as provided in clauses (a) or (b) of the subject definition of Permitted Liens), (vi) any action that may have an adverse effect on its ability to comply with Liability or perform obligation of Seller or any of its covenants Affiliates under this Agreement incurred on or obligations after the Closing Date or under any Additional Agreement, (vii) any Liability or obligation for which Seller is obligated to indemnify Purchaser pursuant to Article XII, (viii) any and all obligations and liabilities of Seller (or any successor thereto or assign thereof) under the LGIA or the Settlement Agreement arising from Seller’s use of any of its rights to Excess Capacity or Final Excess Capacity in excess of 50 MW, (ix) any and all obligations and liabilities of Seller (or any successor thereto or assign thereof) under the LGIA or the Settlement Agreement in connection with Upgrade Costs incurred as a result of the Transactional Agreementsuse by RES/PEAK (or any successor thereto or assign thereof) of its share of Excess Capacity or Final Excess Capacity, and (x) any and all obligations and liabilities of Seller (or any successor thereto or assign thereof) under the LGIA or the Settlement Agreement in connection with Upgrade Costs incurred as a result of the use by Seller (or any successor thereto or assign thereof) of its right pursuant to Section 6 or Section 7, respectively, of the Settlement Agreement, to use RES/PEAK’s share of Excess Capacity or Final Excess Capacity.

Liabilities. All Liabilities of IncuMed (athe “Retained Liabilities”) Except as set forth in Part 2.14 shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by IncuMed. For the Seller Disclosure Scheduleavoidance of doubt, the Seller has no LiabilitiesRetained Liabilities shall include, except for: without limitation: (i) liabilities identified as such in Any Liability of IncuMed under the "liabilities" columns Durect License Agreement that arises after the Effective Time but that arises out of or relates to any breach thereof that occurred prior to the audited balance sheet of the Seller included in the Financial Statements; Effective Time; (ii) (A) any Tax Liabilities incurred by for any Tax period of IncuMed, or any member of any consolidated, affiliated, combined or unitary group of corporations of which IncuMed or any of its Subsidiaries is or has been a member and (B) Taxes attributable to the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; Transferred Assets for any Pre-Closing Tax Period; (iii) obligations under any Liabilities of IncuMed arising out of any product liability, patent infringement, breach of warranty, government seizure, recall or similar claim for injury to person or property or any other claim related to the Contracts listed in Part 2.13 of Transferred Assets arising prior to the Seller Disclosure Schedule; and Effective Time (including all proceedings relating to any such Liabilities); (iv) the other any Liabilities of Seller listed in Part 2.14 of IncuMed with respect to any litigation or other claims related to the Seller Disclosure Schedule.Transferred Assets arising from any event, circumstance or condition prior to the Effective Time; (bv) Part 2.14 any Liability of IncuMed related to any product or service of IncuMed not related to the Seller Disclosure Schedule: Transferred Assets; (ivi) provides an accurate and complete breakdown and aging any Liability of the accounts payable IncuMed arising out of the Seller as of December 31(A) any suit, 2004; (ii) provides an accurate and complete breakdown of any customer deposits action or other deposits held by the Seller proceeding pending or threatened as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of Effective Time, with respect to claims based upon facts, events or circumstances occurring prior to the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become dueEffective Time, or (vB) taken any actual or been the subject of any action that may have an adverse effect on its ability to comply with alleged violation by IncuMed or perform any of its covenants Affiliates of any Law applicable to IncuMed or obligations under any of its Affiliates; (vii) any Liability of IncuMed or any ERISA Affiliate under or relating to (A) any employee benefit plan, or relating to wages, bonuses, payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits, phantom stock, deferred compensation or other similar plan or arrangement, or any other employee plans or benefits of any kind, in each case, which IncuMed or any ERISA Affiliate has entered into, maintains or administers or has maintained or administered, to which IncuMed or any ERISA Affiliate contributes or has contributed or is or has been required to contribute, or under or with respect to which IncuMed or any ERISA Affiliate has or may have any Liability and (B) any actual or alleged violation by IncuMed or any of its Affiliates of any equal employment or employment discrimination laws; (viii) any Liability (including all costs and disbursements) incurred in connection with the Transactional Agreementstermination of employment of any IncuMed employee prior to or in connection with the Closing; (ix) any Liability under Environmental Laws arising out of or relating to the use or ownership of the Transferred Assets, in each case before the Effective Time; (x) any Liability of IncuMed to any of its Affiliates; and (xi) any other Liability of IncuMed resulting from IncuMed’s ownership, use, operation or maintenance of the Transferred Assets prior to the Effective Time. For the avoidance of any doubt, the Parties agree that Otonomy is not assuming any Liability of IncuMed or of any of IncuMed’s Affiliates (including without limitation NeuroSystec). Nothing in this Agreement shall be construed as IncuMed acknowledging or agreeing that IncuMed has assumed any liabilities of NeuroSystec.

Liabilities. (a) Except as set forth in Part 2.14 of the Seller Disclosure Schedulelimited by Section 2.03(b), the Seller has no Liabilitiesat Closing, except for: Acquisition Sub shall assume and become responsible for (i) liabilities identified as such in Liabilities under the "liabilities" columns of Assumed Contracts arising on or after the audited balance sheet of the Seller included in the Financial StatementsClosing Date; (ii) any Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004that have become Assumed Liabilities pursuant to Section 5.03; and (iii) obligations under the Contracts listed in Part 2.13 any tort Liability (including without limitation, any contingent tort Liability) related to or arising out of any of the Seller Disclosure Schedule; and Products sold on or after the Closing Date (iv) collectively, the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule"ASSUMED LIABILITIES"). (b) Part 2.14 Notwithstanding anything to the contrary in this Agreement, except for the Assumed Liabilities, neither Parent nor Acquisition Sub shall assume, nor shall either of them be deemed to assume, any Liability of Seller of any kind or nature (collectively, the "EXCLUDED LIABILITIES"). In furtherance and not in limitation of the Seller Disclosure Schedule: foregoing, neither Parent nor Acquisition Sub is or shall become (i) provides an accurate and complete breakdown and aging by reason of the accounts payable purchase of the Seller as of December 31Purchased Assets, 2004; (ii) provides an accurate and complete breakdown by reason of any customer deposits other act or failure to act on either of their part, or (iii) for any other reason, liable in any manner for any Liabilities of Seller. Without limiting the generality of the foregoing, and without regard to whether any Law, Governmental or Regulatory Authority, or other deposits held third party may impose any Liability of Seller, in whole or in part, on Acquisition Sub or Parent, neither Parent nor Acquisition Sub shall assume, and Seller shall continue to be liable for, all Liabilities of Seller (including, without limitation, any tort Liability of Seller resulting from the sale of the Products prior to the Closing Date and warranties in connection with any goods or services provided or sold by Seller on or prior to the Seller Closing Date, provided that Acquisition Sub or Parent will supply replacement product on such warranty claims to the extent Acquisition Sub or Parent has such replacement product in its finished goods inventory at the time of such warranty claim and such replacement product is not beyond its expiration date) not otherwise specifically assumed by either Parent or Acquisition Sub under this Agreement, including, without limitation, any Liability of Seller: (i) for Taxes; (ii) for accounts or trade payables; (iii) related to Environmental Laws; (iv) related to the Redwood City Lease; (v) with respect to the Xxxxxxx & Xxxxxxx Claim; (vi) with respect to Seller's arbitration with Sanofi; (vii) with respect to any termination, employment or severance agreement or obligation with any current or former Business Employee which exist as of the date of this Agreement; hereof or which shall arise in the future including, but not limited to, (A) any notification, debt, obligation, contribution or other Liability under the WARN Act, any successor United States federal Law, and any other applicable plant closing notification Law, with respect to any mass layoff, layoff or plant closing relating to the Business and (iiiB) provides an accurate any and complete breakdown all obligations arising under the continuation coverage requirements of all notes payable and other indebtedness Section 4980B of the Seller Code and the Consolidated Omnibus Budget Reconciliation Act of 1985 (29 U.S.C. Sections 1161-1169) ("COBRA") or other applicable Law with respect to the Business Employees and their beneficiaries who experience a "Qualifying Event" (as of defined in COBRA) on or after the date of this Agreement.Closing Date; (cviii) Except as set forth in Part 2.14 the minimum royalties due under Seller's license agreement with the University of California (the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable "UCAL AGREEMENT") for the payment of, any fees, costs or expenses of the type referred to year 2004 (payable in Section 8.2(aFebruary 2005).; (dix) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability with respect to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreementsitems listed on Schedule 3.04(b); (x) with respect to any tort Liability (including without limitation, any contingent tort Liability) related to or arising out of any of the Products sold prior to the Closing Date; and (xi) related to any termination or settlement Liabilities with Seller's suppliers or distributors.

Liabilities. Notwithstanding anything to the contrary contained herein, Buyer will not assume any liabilities of Seller except those listed on Schedule 2.3 (“Assumed Liabilities”). Excluded liabilities (the “Excluded Liabilities”) shall include, without limitation, the following: (a) Except as set forth in Part 2.14 repayment of the Seller Disclosure Schedule, the Seller has no Liabilities, except for: (i) liabilities identified as such an outstanding loan in the "liabilities" columns principal amount of the audited balance sheet fifty-five thousand dollars ($55,000), and repayment of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31any interest thereon which is accrued prior to Closing or may accrue after Closing, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule.any claims or Actions that may arise therefrom; (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate Seller’s lease at 0000 Xxxxx Xx Xxxxx, Xxxxxx Xxxxxxxx 00000, and complete breakdown and aging of the accounts payable of the Seller as of December 31any obligations, 2004; (ii) provides an accurate and complete breakdown of any customer deposits claims or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement.Actions heretofore existing or that may arise thereunder; (c) Except as set forth in Part 2.14 liabilities arising from Seller’s breaches, defaults or failures of performance (i) under the Purchased Contracts or (ii) the operation of the Seller Disclosure Schedule, Business arising out of events occurring on or before the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a).Closing; (d) Neither the Seller nor any Member hasliabilities for Taxes incurred or accrued by Seller, at including but not limited to payroll, sales, income, and any timeTaxes that become due as a result of this transaction; (e) any debt, payables or other liabilities, including without limitation any equipment or other leases (i) made a general assignment for the benefit of creditorsoperating, (ii) filedcapitalized or otherwise), any 401(k), profit sharing or pension plan, any deferred compensation payables, accrued bonus, payroll or vacation payables, or had filed COBRA-related obligations; (f) any litigation, dispute or Action pending or threatened against itSeller or its management; and any warranty liability to customers arising out of events occurring on or before the Closing Date, other than those related to IP Claims being transferred and assigned to Buyer; (g) accrued interest on any bankruptcy petition or similar filing, debt obligations of Seller; and (iiih) suffered any liabilities not related to the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional AgreementsBusiness.

Liabilities. Except as expressly provided herein with ----------- respect to the Assigned Contracts, Purchaser shall not assume, or take title to the Purchased Assets subject to, or in any way be liable or responsible for any liabilities or obligations of any kind of Seller, and Seller shall continue to remain responsible for the same. Those liabilities and obligations which Purchaser assumes pursuant to the express terms of this Agreement are referred to herein as the "Assumed Liabilities." Without limiting the generality of the ------------------- foregoing, Purchaser shall not assume or take title to the Purchased Assets subject to any of the following: (ai) Except as for the performance of obligations and duties set forth in Part 2.14 the Assigned Contracts, any obligations, liabilities, debts or other charges of Seller outstanding on the Seller Disclosure Schedule, Closing Date or arising after the Seller has no Liabilities, except for: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; Closing Date; (ii) Liabilities incurred by Any liability or obligation of Seller (existing prior to, on or after the Seller Closing Date) arising from claims for personal injury (including death) or damage to property, including (without limitation) in bona fide transactions entered into respect of any negligence, malpractice or other wrongful action in the Ordinary Course of Business since December 31, 2004; connection therewith; (iii) obligations under Any liability or obligation of Seller, or any of its employees (existing prior to, on or after the Contracts listed Closing Date), for any federal, state, local or foreign income, sales, employee, use and any other taxes of any kind, including, without limitation, any of such taxes arising out of or in Part 2.13 connection with the purchase of the Seller Disclosure Schedule; and Purchased Assets by Purchaser hereunder; (iv) Any liability or obligation (existing prior to, on or after the Closing Date) in respect of any plan, agreement, arrangement or understanding under which benefits or compensation are provided by Seller for its employees (including but not limited to, any contract or other Liabilities obligation for health insurance, or any commissions or revenue or profit sharing); (v) Any liability or obligation of Seller listed in Part 2.14 (existing prior to, on or after the Closing Date) based upon or arising under any contract or agreement existing prior to or at the time of Closing, other than a liability or obligation incurred pursuant to an Assigned Contract after the Seller Disclosure ScheduleClosing Date; (vi) Any lien, encumbrance, mortgage, security interest or other charge of any nature whatsoever; or *Material has been omitted pursuant to a request for confidential treatment, and such material has been filed separately with the SEC. (bvii) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31Any liabilities or obligations arising from any action, 2004; (ii) provides an accurate and complete breakdown of any customer deposits proceeding or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the litigation to which Seller is not and will not become liable for or would be a party that is pending, threatened or based upon facts that arise prior to or on the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a)Closing. (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (a) Except as Buyer shall not assume or pay or discharge any liability or obligation of Seller (including those liabilities related to the Business), whether known or unknown, contingent or otherwise, or assume, observe or perform the terms of any agreement or contract of Seller (including those related to the Business) unless the liability or contract of Seller is specifically set forth below in Part 2.14 Section 2.4(b), or is otherwise specifically assumed in writing by Buyer. Without limiting the generality of the Seller Disclosure Scheduleforegoing, the Seller has no Liabilities, except for: it is specifically understood and agreed that Buyer shall not assume or agree to pay or discharge (i) liabilities identified as such in payables incurred by Seller prior to the "liabilities" columns of the audited balance sheet of the Seller included in the Financial StatementsClosing; and (ii) Liabilities incurred by the liabilities for any federal, state, or local income, property, employment, sales, use or other tax of Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 including such taxes relating to operation of the Seller Disclosure ScheduleBusiness prior to the Closing Date). In no event shall Buyer be responsible for collecting any of Seller’s accounts receivable; and (iv) the other Liabilities provided that if Buyer receives any of Seller listed in Part 2.14 of the Seller Disclosure ScheduleSeller’s accounts receivable it shall promptly remit such accounts receivable to Seller. (b) Part 2.14 of On the Seller Disclosure Schedule: (i) provides an accurate Closing Date, Buyer shall assume and complete breakdown agree to pay, perform or otherwise discharge, in accordance with its terms and aging of subject to the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any timerespective conditions thereof, (i) made a general assignment for all of the benefit liabilities of creditorsC-COR to the extent reflected on Schedule 2.4, (ii) filed, or had filed against it, any bankruptcy petition or similar filingall of the liabilities arising after Closing from the contracts set forth on Schedule 2.1(c) and the Proposals set forth on Schedule 2.1(d), (iii) suffered all warranty and customer care obligations associated with the attachment Product Line for those customers and products specifically set forth on Schedule 2.4, pursuant to C-COR’s standard product warranty or other judicial seizure of all or a substantial portion of its assets, extended warranty; (iv) admitted the accrued paid time off (PTO) set forth on Schedule 2.4 for C-COR employees that work on the Product Line that are hired by Buyer as employees after the Closing Date, by recording in writing its inability to pay its debts as they become duepayroll records for such employees the amount of the PTO accrued with Seller, unless prohibited or restricted by applicable law or unless Seller pays such employees for their accrued PTO; (v) taken or been obligations to TVC Canada set forth on Schedule 2.4, including to the subject extent necessary, the repurchase of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any inventory of the Transactional AgreementsProduct Line held by TVC Canada; and (vi) supplier purchase orders set forth on Schedule 2.4 to the extent they include open commitments for materials related to the Product Line. All of the liabilities to be transferred to Buyer hereunder are herein referred to collectively as the “Assumed Liabilities.”

Liabilities. (a) Subject to the terms and conditions of this Agreement, Buyer or its Affiliate (including the Company following the Closing), as applicable, shall assume, perform and discharge only the following obligations and liabilities (collectively, the “Assumed Liabilities”): (i) At the Closing, the Company shall assume obligations and liabilities to Continuing Zhuhai Employees pursuant to the employment agreements delivered under Section 2.03(c)(ix), subject to the terms and conditions of Section 7.08 and 7.11; (ii) At the Closing, Buyer or an Affiliate of Buyer shall assume obligations and liabilities arising out of the use or ownership of the Zhuhai Business Assets and the Transferred IP or arising out of the development, manufacture, assembly, sale or support of the Business Products by Buyer and its Affiliates, in each case, after the Closing; (iii) At the Closing, Buyer or an Affiliate of Buyer shall assume ongoing and future obligations under the Transferred Contract, except that Buyer and its Affiliates will not assume any liabilities or other obligations arising out of the performance by Seller and its Affiliates under the Transferred Contract prior to the Closing; provided that, if an obligation or liability arises from sales of products or other performance under the Transferred Contract by both Buyer and Seller (or their respective Affiliates), then the obligation or liability will be assumed by Buyer to the extent it relates to Buyer’s (or Buyer’s Affiliate’s) sales of products under the Transferred Contract and will be retained by Seller to the extent it relates to Seller’s (or Seller’s Affiliate’s) sales of products under the Transferred Contract; (iv) At the Other Business Assets Delivery Date, the Company shall assume obligations and liabilities arising out of the use or ownership of the Other Business Assets after the Other Business Assets Delivery Date; and (v) At the Closing, the Company shall assume such obligations and liabilities as provided in the documentation approved by Buyer pursuant to Section 7.11(a). Nothing in this Section 2.05(a) shall prevent Buyer from recovering Damages for breach or failure of, or default under, any representation, warranty or covenant of Seller under this Agreement, subject to the limitations provided in Article 6 of this Agreement. (b) Except as set forth in Part 2.14 Section 2.05(a), Buyer is not assuming, and will not be liable for any liabilities or obligations of any kind or nature whatsoever of the Seller Disclosure Scheduleor its Affiliates related to or arising from Seller’s conduct of the Business prior to the Closing and its conduct of the Retained Business prior to or after the Closing, regardless of when asserted (all such liabilities or obligations, the Seller has no “Excluded Liabilities, except for: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a”). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (a) Except as set forth in Part 2.14 Subject to Section 19, the Buyer shall assume all obligations and liabilities of the Seller Disclosure Scheduleunder the Contracts as of the Closing Date (the “Assumed Liabilities”). Except for the Assumed Liabilities, the Buyer shall not, and does not assume, agree to perform or discharge, or indemnify the Seller has no against or otherwise have any responsibility for any liabilities, costs, expenses, or losses of the Seller or claims against the Seller, including, without limitation, any tax or employment liability. Without limiting the generality of the foregoing statement, the following liabilities of the Seller are not part of the sale and purchase contemplated by this Agreement and shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by the Seller are excluded from the Purchased Assets and shall remain the property of the Seller following the Closing (the “Excluded Liabilities, except for: ”): (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet any liability relating to sales or other transactions of the Seller included in prior to the Financial Statements; Closing; (ii) Liabilities incurred any liability under any Contract that (A) arises from or relates to any breach by the Seller of its obligations under such Contract that occurred prior to the Closing or (B) arises from or relates to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time, would constitute or result in bona fide transactions entered into in a breach by the Ordinary Course Seller of Business since December 31, 2004; its obligations under any such Contract; (iii) subject to Section 19, any Liability under any Contract, if the Seller shall not have obtained, prior to the Closing Date, any Consent required to be obtained from any person with respect to the assignment to the Buyer of any rights or obligations under such Contract; (iv) any liability for taxes, including, without limitation, (A) any taxes arising as a result of the Contracts listed in Part 2.13 operation of the Business or the ownership of the Purchased Assets prior to the Closing; and (B) any Taxes of the Seller Disclosure Schedulethat will arise as a result of the sale of the Purchased Assets pursuant to this Agreement and the transactions contemplated hereby; and and (ivv) the other Liabilities of Seller listed in Part 2.14 any liability of the Seller Disclosure Schedule. (b) Part 2.14 with respect to any employee benefit plan or other arrangement established, maintained, sponsored or contributed to by the Seller, including any liability arising under any such employee benefit plan or applicable law, including, without limitation, the WARN Act, as a result of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown termination of any customer deposits or other deposits held by the Seller Terminated Employee (as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(adefined below). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. Notwithstanding anything to the contrary in this Agreement, Buyer is not and shall not assume or in any way become liable for any liabilities, obligations, Indebtednesses or Losses of Seller or of any nature whatsoever relating to Seller, Seller’s business, the Products, the Shuffler and DeckChecker Intellectual Property, or any of the Acquired Assets, whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether liquidated or unliquidated (collectively, the “Excluded Liabilities”), including without limitation: (a) Except as set forth in Part 2.14 any of Seller’s liabilities or obligations for expenses or fees related to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation of the Transaction (including all attorneys, accountants, investment bankers and brokerage fees); (b) any of Seller’s liabilities or obligations relating to any legal action, proceeding or claim related to, arising out of or in connection with Seller Disclosure Scheduleor Seller’s ownership or operation prior to the Closing Date of the Seller’s business, the Products, the Shuffler and DeckChecker Intellectual Property, any of the Acquired Assets, or any other conduct, acts or omissions of Seller has no Liabilitiesor Seller’s officers, except fordirectors, employees, consultants, distributors, agents or advisors relating to any of the foregoing, including, without limitation, any legal action, proceeding or claim by any Lender; (c) any liabilities or obligations in respect of any of the Excluded Assets (other than the payment of the Purchase Price); (d) any of Seller’s liabilities or obligations which Buyer may become liable for as a result of or in connection with the failure by Seller to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liability; and (e) any of Seller’s or any of its Affiliates’ Indebtedness for royalties, distribution fees, license fees, Losses or other obligations, whether present or future, existing or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, whether under contract or for torts, to: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; TCS, (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31Happ Controls, 2004Inc., including without limitation, AESI, and Suzo Happ; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure ScheduleTen Stix; and or (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Scheduleany distributor, agent, licensee or representative with respect to any Product. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (1) The Seller undertakes to indemnify and keep indemnified the Purchaser against all claims by third parties giving rise to losses, costs, liabilities, proceedings, claims, demands and expenses (including reasonable legal fees) (together "Liabilities") which may be incurred by the Purchaser, or to which the Purchaser may become subject, and which arise as a result of the operation of the Business by the Seller (or any of its Affiliates) prior to Completion (whether the Liabilities are accrued, absolute, contingent, known or unknown at the Completion Date) other than as provided in clause 9(2) or the Implementation Agreements, but including without limitation Liabilities arising as a result of: (a) Except as set forth in Part 2.14 the Seller's failure (or that of any of its Affiliates) to comply with any relevant and legally enforceable corporate or other laws, rules, ordinances, regulations with respect to the operation of the Business by the Seller Disclosure Schedule(or any of its Affiliates) prior to Completion; (b) any liability to Taxation in respect of the period prior to Completion; (c) the Seller's failure (or that of any of its Affiliates) to obtain any required relevant governmental or regulatory permit, licence, consent or other authorisation or renewal or variation thereof with respect to the operation of the Business by the Seller (or any of its Affiliates) prior to Completion; (d) any breach of contract, tort, product liability or other claim arising from or with respect to, the operation of the Business by the Seller has no Liabilities(or any of its Affiliates) prior to Completion; (e) any suit, except for: action, arbitration, charge, governmental investigation, claim, litigation or proceedings arising as a result of the operation of the Business prior to Completion; (if) any liabilities identified as such of the Business arising in connection with any Excluded Assets; (g) any fines and/or penalties and/or damages which are imposed by the Commission of the European Communities (the "liabilities" columns Commission") and/or the EFTA Surveillance Authority (the "ESA") or which result from any judgement, order or direction (including without limitation any interlocutory, injunctive or other relief) made by any court, tribunal or other regulatory body (including the Commission and the ESA) in respect of any infringements by the Business of Articles 85 and/or 86 of the audited balance sheet Treaty establishing the European Community and/or their equivalent provisions under the European Economic Area Agreement, which arise from the entry into of agreements by the Business prior to Completion and/or any conduct or omissions on the part of the Business prior to Completion in connection with such agreements, and all reasonable costs and expenses which the Purchaser or any member of the Purchaser's Group may incur in responding to or defending any Commission and/or ESA inquiry or proceeding or any other proceedings before a court, tribunal or other regulatory body in relation to such infringements or alleged infringements; and (h) any amount owing to any member of the Seller's Group. (2) The indemnity in subclause (1) shall not apply: (a) in relation to Contracts, to which the provisions of clause 6 shall apply; (b) in relation to Debts and Creditors, to which the provisions of clause 7 shall apply; (c) in relation to VAT, to which the provisions of clause 24 shall apply; (d) in relation to Employees, to which the provisions of Schedule 8 shall apply; (e) in relation to pensions, to which the provisions of Schedule 9 shall apply; or (f) in relation to Environmental Liabilities (as defined in Schedule 11), to which the provisions of Schedule 11 shall apply. (3) Save as expressly stated otherwise in this agreement the Purchaser undertakes to indemnify and hold harmless the Seller included in the Financial Statements; (ii) from and against all Liabilities which may be incurred by the Seller in bona fide transactions entered into in (or any of its Affiliates), or to which the Ordinary Course Seller (or any of Business since December 31its Affiliates) may become subject, 2004; (iii) obligations under the Contracts listed in Part 2.13 and which arise as a result of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 operation of the Seller Disclosure Schedule. Business after Completion (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held than Liabilities expressly retained by the Seller as of under this agreement) and any and all actions suits, proceedings, claims, demands, assessments and judgements with respect to the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreementforegoing. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (a) Except Buyer shall assume as set forth in Part 2.14 of the Seller Disclosure ScheduleClosing all liabilities ----------- relating to the business and operations of the Stations after the Closing under the Station Contracts (the "Assumed Obligations"). Except for the Assumed Obligations, Buyer shall not assume or be liable for any obligation or liability arising from the Seller has no pre-Closing operation of the Stations (the "Retained Liabilities"). The Retained Liabilities include, except forwithout limitation: (i) liabilities identified as such in any liability or obligation of Seller arising out of or relating to any contract, lease agreement, or instrument (other than the "liabilities" columns of the audited balance sheet of the Seller included in the Financial StatementsAssumed Obligations); (ii) Liabilities incurred any liability or obligation of Seller arising out of or relating to any employee benefit plan or otherwise relating to employment (including, but not limited to, any severance obligations due to employees who are terminated by Seller on or before the Closing Date and all employment obligations shall be brought current by Seller in bona fide transactions entered into in as of the Ordinary Course Closing Date, including the payment of Business since December 31all accrued benefits and severance pay and all bonuses, 2004whether or not such benefits or bonuses are due as of the Closing Date); (iii) obligations under any liability or obligation of Seller arising out of or relating to any litigation, proceeding or claim (whether or not such litigation, proceeding or claim is pending, threatened or asserted before, on or after the Contracts listed in Part 2.13 of the Seller Disclosure ScheduleClosing Date); and (iv) the any other Liabilities liabilities, obligations, debts or commitments of Seller listed in Part 2.14 whatsoever whether accrued now or hereafter, whether fixed or contingent, whether known or unknown (except to the extent Seller is entitled to indemnification therefor from Buyer pursuant to Section 9.2(b) hereof); or (v) any claims asserted against the Stations or any of the Seller Disclosure Schedule. Station Assets relating to any event (bwhether act or omission) Part 2.14 of prior to the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of Closing Date, including without limitation, the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown payment of all notes payable taxes. Seller retains and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Scheduleshall hereafter pay, the Seller has not paidsatisfy, discharge, perform and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of fulfill all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts Retained Liabilities as they become due, without any charge or (v) taken or been the subject of any action that may have an adverse effect on its ability cost to comply with or perform any of its covenants or obligations under any of the Transactional AgreementsBuyer.

Liabilities. (a) Except as otherwise specifically set forth herein, the Purchaser shall not assume, or take title to the Purchased Assets subject to, or in Part 2.14 any way be liable or responsible for, any liabilities or obligations of any kind of the Seller Disclosure Scheduleand the Seller shall continue to remain responsible for the same. Without limiting the generality of the foregoing, the Seller has no Liabilities, except for: Purchaser shall not assume or take title to the Purchased Assets subject to any of the following: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet Any accounts payable, debts or other obligations of the Seller included outstanding on the Closing Date or arising after the Closing Date, except as expressly provided in this Agreement with respect to the Financial Statements; Assigned Contracts; (ii) Liabilities incurred Any liability or obligation of the Seller arising from claims for personal injury (including death) or damage to property in respect of any of the Seller's activities, except as expressly provided in this Agreement with respect to the Designated Liability Claims (as defined in Section 9(a)(iv) below); (iii) Any liability or obligation of the Seller, or any of its employees, for any federal, state, local or foreign income, sales, use, transfer, employment and other taxes, including, without limitation, any of such taxes arising out of or in connection with the purchase of the Purchased Assets by the Purchaser hereunder or any transactions preceding and in connection with such purchase; (iv) Any liability or obligation in respect of any plan, agreement, arrangement or understanding under which benefits or compensation are provided by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31for its employees, 2004; consultants or directors (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31including but not limited to, 2004; (ii) provides an accurate and complete breakdown of any customer deposits contract or other deposits held by the Seller as of obligation for health insurance, accrued vacation, severance pay or other benefits, or any commissions or revenue or profit sharing or other compensation) (other than sums which may arise after the date of this Agreement; Agreement payable to Rip Grosxxxx & Xssociates, Inc., pursuant to an agreement between such entity and the Seller or the Predecessor, which obligation to pay such future amounts is being assumed by the Purchaser hereunder); (iiiv) provides an accurate and complete breakdown of all notes payable and other indebtedness Any liability or obligation of the Seller as based upon or arising under any contract or agreement existing prior to or at the time of Closing, other than pursuant to an Assigned Contract, from and after the date of this Agreement.Closing Date; (cvi) Except as set forth in Part 2.14 Any lien, encumbrance, security interest or charge of any nature whatsoever; or (vii) Any liabilities or obligations arising from litigation to which the Seller Disclosure Schedule, or the Seller has not paid, and the Seller Shareholder is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a)would be a party that is pending or threatened. (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (a) Except as set forth in Part 2.14 Section 4.5, Seller retains all liabilities directly or indirectly arising out of or related to the Rights and Assets on and prior to the Closing Date, whether such liabilities are known or unknown, disclosed or undisclosed, matured or unmatured, accrued, absolute or contingent on and as of the Seller Disclosure ScheduleClosing Date (collectively, the "Liabilities"). Without limiting the generality of the preceding sentence, Buyer shall not assume or become liable for any obligations or liabilities of Seller, including without limitation, the following: (a) Any liability or obligation arising out of any employee benefit plan maintained by or covering employees of Seller or to which Seller has no Liabilities, except for: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the made any contribution or to which Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule.could be subject to any liability; (b) Part 2.14 Any losses, costs, expenses, damages, claims, demands and judgments of every kind and nature (including the defenses thereof and reasonable attorneys' and other professional fees) related to, arising out of, or in connection with any application of the Seller Disclosure Schedule: Delaware Bulk Transfer Act or any similar statute as enacted in any jurisdiction, domestic or foreign (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement.if applicable); (c) Except as set forth in Part 2.14 Any liability or obligation arising out of any breach by Seller prior to the Closing of any provision of the Seller Disclosure Schedule, the Seller has not paid, and the Agreements (as defined herein) or any other contract to which Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a).a party; (d) Neither Any liability of Seller with respect to any claim or cause of action, regardless of when made or asserted, which arises (i) out of or in connection with the Rights and Assets prior to the Closing, (ii) out of or in connection with any business or operations of Seller, (iii) with respect to any goods or services provided by Seller nor prior to or after the Closing, including without limitation, any Member hasliability or obligation (A) pursuant to any express or implied representation, warranty, agreement, or guarantee made by Seller or (B) imposed or asserted to be imposed by operation of law, in connection with any service performed or product designed, manufactured, sold, or leased by or on behalf of Seller, including without limitation, any claim related to any product delivered in connection with the performance of such service and any claims seeking to recover for consequential damage, lost revenue, or income, including pursuant to any doctrine of product liability, or (iv) out of or in connection with the Rights and Assets and operations of Seller prior to the Closing, or any other business or operations of Seller at any time, (i) made a general assignment for the benefit of creditorsunder any federal, (ii) filedstate, or had filed against itlocal law, rule, or regulation; (e) Any liability or obligation, arising prior to or as a result of the termination of the Key Employees at the Closing, to any bankruptcy petition employee, agent, or similar filingindependent contractor of Seller, whether or not employed by Buyer after the Closing, or under any benefit arrangement with respect thereto; (iiif) suffered Any liability of Seller existing at the attachment Closing, and any liability related to any matter described on the Schedules hereto; (g) Any liability or obligation for Taxes, including any liabilities or obligations of Seller relating to sales and use, transfer, documentary, income or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been Taxes levied on the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any transfer of the Transactional AgreementsRights and Assets; and (h) Any liability or obligation for Payroll Expenses, and all severance pay obligations of Seller to employees resulting from Seller's consummation of the transactions contemplated by this Agreement.

Liabilities. 11.1 Neither CBL nor any of its directors, officers, employees or agents shall be liable for any liability, obligation, damage, claim, cost or expense of any kind or nature whatsoever at any time imposed on, incurred or suffered by, or occasioned to the other Parties, as the case may be: a) by reason of any action taken or omitted to be taken by any one or all of CBL, its directors, officers, employees or agents under or in connection with this Agreement or any other agreement, document or instrument delivered in connection with this Agreement; or b) as a result of the reliance by CBL, any of its directors, officers, employees or agents on any information it is entitled to rely upon pursuant to this Agreement; or c) in the event of any loss, damage, destruction or deficient delivery of any Collateral howsoever caused; unless (in the case of any of clause (a) Except as set forth in Part 2.14 of the Seller Disclosure Schedule), the Seller has no Liabilities, except for: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except above) caused solely by negligence or wilful default or misconduct of CBL or, its directors, officers, employees or agents. However, CBL shall not be liable in any manner whatsoever to the other Parties or any other person for indirect or unforeseeable liability, obligation, damage, claim, cost or expense of any kind or nature whatsoever except where such liability is established on the basis of gross negligence or wilful default or misconduct of CBL or its directors, officers, employees or agents. CBL shall not be liable in any manner whatsoever for any claims arising in connection with any inaccuracy of any information received from any recognised pricing source that CBL employs in the ordinary course of business. 11.2 CBL shall not be liable to the other Parties for any liability, obligation, loss, damage, claim, cost or expense of any kind or nature whatsoever (whether direct or indirect) which may at any time be imposed upon, incurred or suffered by, or occasioned to the other Parties, as set forth in Part 2.14 of the Seller Disclosure Schedulecase may be, the Seller has not paidby: a) any act or omission, and the Seller is not and will not become liable for the payment or insolvency of, any feesperson not associated with CBL (including, costs for the avoidance of doubt, the depository, sub-depository, custodian or expenses sub-custodian (a "Depository") or carrier of CBL and any clearing system with which CBL transacts business), provided that, in the type referred case of a Depository or carrier of CBL, CBL shall have taken reasonable care in its appointment of any Depository or carrier and shall at all times take reasonable care as to in Section 8.2(a)the safe keeping facilities or collection, delivery or transfer procedures of any Depository or carrier. b) the collection or deposit or crediting to the Trust Account of invalid, fraudulent or forged securities; and c) any malfunction of, or error in the transmission of information and caused by, any electrical or mechanical machine or system or any interception of communication facilities, abnormal operating conditions, labor difficulties, acts of God, or any similar or dissimilar causes beyond the reasonable control of CBL; unless (d) Neither in the Seller nor case of any Member has, at any timeof clause (a), (i) made a general assignment for the benefit of creditorsb), (iic) filedabove) caused solely by the gross negligence or wilful default or misconduct of CBL or its directors, officers, employees or had filed against itagents. 11.3 In acting or omitting to act under this Agreement, any bankruptcy petition CBF shall only be liable for gross negligence or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreementswilful misconduct.

Liabilities. (a) Except as set forth in Part 2.14 Upon the terms and subject to the conditions of this Agreement and on the basis of the Seller Disclosure Schedulerepresentations, warranties and agreements contained herein, at the Seller has no LiabilitiesClosing, except for: (i) liabilities identified as such in Purchaser shall assume, and from and after the "Closing, Purchaser shall pay, perform and discharge when due, only the liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations and commitments arising under the Assigned Contracts listed in Part 2.13 of to the Seller Disclosure Schedule; extent related to the period from and after the Closing (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule“Assumed Liabilities”). (b) Part 2.14 The Parties acknowledge and agree that the term “Assumed Liabilities” does not include any obligation or Liability with respect to services performed by Seller, or any of their Representatives under the Assumed Contracts (or, for greater certainty, payables or other obligations or liabilities under any of the Seller Disclosure Schedule: Assumed Contracts that are vendor supply agreements) incurred or required to be performed at any time prior to the Closing or any obligation or liability in relation to any failure by Seller, any of their Representatives, or any other Person, to perform or comply with any obligations under the Assumed Contracts or Applicable Laws prior to the Closing. (ic) provides an accurate Notwithstanding Section 1.03(a) or any other provision of this Agreement, and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown regardless of any customer deposits disclosure to Purchaser, Purchaser shall not assume or in any way be liable for the payment, performance or satisfaction of any Liabilities, obligations or commitments of Seller, or any of their Representatives, whatsoever, whether liquidated or unliquidated, known or unknown contingent or otherwise, whether Related to the Business, the Acquired Assets, employees of Seller or any of their Affiliates, or otherwise, other deposits held than the Assumed Liabilities (all such liabilities, obligations and commitments other than the Assumed Liabilities being referred to as the “Excluded Liabilities”), all of which shall be retained and paid, performed and discharged when due by Seller. No other written statement made prior to the Seller as date of this Agreement not contained in this Agreement and no oral statement not contained in this Agreement (whether before or after the date of this Agreement; ) and (iii) provides an accurate no action or failure to act includes or constitutes any assumption or agreement by Purchaser to be liable for any other Liabilities or obligations of Seller, or any of their Representatives, and complete breakdown of all notes payable any statement to the contrary by any person is unauthorized and other indebtedness of the Seller as of hereby disclaimed. No statement in or provision in any written agreement not contained in this Agreement made after the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become Agreement shall constitute any assumption or agreement by Purchaser to be liable for the payment of, any fees, costs other Liabilities or expenses obligations of the type referred to in Section 8.2(a). Seller unless such written agreement is duly executed by an officer or director of Purchaser. (d) Neither Specifically, and without in any way limiting the Seller nor generality of Section 1.03(c), Purchaser shall not assume any Member hasof the following liabilities, at obligations and commitments of Seller, or any timeof their Representatives, and such Excluded Liabilities shall be retained and paid, performed and discharged when due by Seller: (i) made a general assignment for any liability, obligation or commitment of Seller or any of their Representatives (other than the benefit Assumed Liabilities) arising out of creditorsthe operation or conduct by Seller or any of its Affiliates of their businesses, including the Business, on or prior to the Closing Date; (ii) any liability, obligation or commitment arising on or prior to the Closing Date out of any breach by Seller of, or nonperformance by Seller or any of its Affiliates or any of their Representatives, under, any Assigned Contract; (iii) any liability, obligation or commitment arising out of any actual or alleged violation by Seller or any of its Affiliates or any of their Representatives, of any Applicable Law prior to the Closing Date; (iv) without limiting the generality of Section 1.03(d)(i), (ii) filedor (iii), any account payable of Seller or any of its Affiliates arising prior to Closing; (v) without limiting the generality of Section 1.03(d)(i), (ii) or (iii), any requirement or obligation to honour warranties for services provided by Seller or any of their Representatives, in conducting the Business, or had filed against itotherwise, prior to the Closing; for greater certainty, it is expressly acknowledged and agreed that Purchaser is not assuming and shall in no way be liable for any liabilities or obligations relating to personal injury, death, property or economic damages arising from any services provided by Seller or their Representatives; (vi) any liability, obligation or commitment of Seller or any of its Affiliates that, directly, relates to, or that arises from or out of, any bankruptcy petition Excluded Asset; and (vii) any liability, obligation or similar filingcommitment for Taxes, whether or not accrued, assessed or currently due and payable, (iiiA) suffered the attachment of Seller or other judicial seizure of all or a substantial portion any of its assetsAffiliates, (ivB) admitted (for greater certainty) directly or indirectly, related to or that arose from or out of, or in writing its inability to pay its debts as they become dueconnection with, or incidental to, any business other than the Business, before or after Closing, or (vC) taken Related to the Business or been the subject of any action that may have an adverse effect on its ability to comply with operation or perform any of its covenants or obligations under any ownership of the Transactional AgreementsBusiness or the Acquired Assets for any Tax period (or portion thereof) ending on or prior to the Closing Date.

Liabilities. (a) Except for the Assumed Liabilities (as set forth defined below), the sale of the Assets by the Seller to the Purchaser hereunder is free and clear of all claims, liens, encumbrances, security interests and third party interests whatsoever. Without limiting the generality of the foregoing, it is understood and agreed that, except as provided in Part 2.14 the last sentence of this Section 4, the Purchaser shall not assume and will not be responsible to pay any debts, liabilities, obligations, contracts, leases, commitments or other undertakings of the Seller, known or unknown, accrued, contingent or otherwise, as each of the foregoing shall exist on or prior to the date hereof or as the foregoing shall exist after the date hereof by reason of the Seller's acts or omissions prior to, on or after the date hereof, including, but not limited to, liabilities of the following types, all of which shall remain the sole liability and responsibility of the Seller Disclosure Schedule(collectively, the Seller has no "Excluded Liabilities, except for: "): (i) liabilities identified taxes payable by the Seller as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial StatementsClosing Date; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004tort liabilities; (iii) claims arising prior to the Closing Date out of actual or alleged pollution of the environment or of any Environmental Laws (as hereinafter defined); (iv) litigation, whether disclosed or undisclosed; and (v) obligations under any collective bargaining, pension or profit sharing agreement. (b) Notwithstanding the foregoing it is understood and agreed that the Purchaser shall assume from and after the Closing Date (the "Assumed Liabilities"), (i) the obligation to perform the Seller's obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; SCHEDULE 1(a)(iii) and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable listed on SCHEDULE 4(b), in each case as such Contracts and accounts payable may be added to, terminated, paid or otherwise changed in the ordinary course of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of business between the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, hereof and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a)Closing Date. (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, neither the Purchaser nor the Purchaser Parent is assuming any liability of the Seller or the Seller’s Affiliates of whatever nature, whether presently in existence or arising hereafter, other than (a) Except as set forth all liabilities arising out the Purchaser’s and the Purchaser Parent’s ownership or operation of the Business or the Acquired Assets, in Part 2.14 each case solely after the Closing Date, (b) all liabilities arising under the Assumed Contracts listed in Schedule 2.1(d) hereto, other than the Default Liabilities and (c) the liabilities identified in Schedule 2.3 hereto (collectively, the “Assumed Liabilities”). Notwithstanding the foregoing or anything herein to the contrary, the Purchaser shall in no event assume any liability of the Seller Disclosure Schedule, or any Affiliate of the Seller has no Liabilities, except for: Seller: (i) liabilities identified as such arising from or in connection with any Excluded Asset; (ii) arising from or in connection with any transactions between the "liabilities" columns Seller and any Affiliate thereof; (iii) not relating to the Acquired Assets or the Business; (iv) arising from or in connection with the Seller’s Transaction Expenses except to the extent specifically allocated to the Purchaser pursuant to this Agreement; (v) arising from or in connection with insurance policies of the audited balance sheet Seller; (vi) arising from or in connection with obligations under Assumed Contracts that arose or accrued based on any act, event, or omission that occurred prior to the Closing Date, which shall in all cases be retained by the Seller irrespective of whether they are known at Closing or become known only after the Closing or based on any breach or default of the Seller included that occurred prior to the Closing Date (the liabilities described in this clause (vi), “Default Liabilities”); (vii) under or with respect to any Employee Plan, or to or with respect to any current or former employee of the Financial StatementsSeller, that arose prior to the Closing Date (provided that, for the purpose of clarity, all liabilities with respect to employment-related claims of Transferred Employees or payroll of the Business after the Closing Date shall be Assumed Liabilities); (viii) for Taxes for any tax period prior to the Closing Date, whether or not accrued, assessed, or currently due and payable and whether or not they relate to the Business, except for Taxes arising out of the consummation of this Agreement specifically allocated to the Purchaser pursuant to Section 7.7 or Section 10.10; (ix) relating to product warranty claims for sales of products of the Business prior to the Closing; or (iix) incurred (or resulting from any action occurring) prior to the Closing that is not otherwise an Assumed Liability. All liabilities of any nature, matured or unmatured, fixed or contingent, whether pursuant to contracts or otherwise, that are not expressly assumed as Assumed Liabilities incurred hereunder, or are expressly excluded hereunder, shall be retained by and remain liabilities of the Seller and satisfied by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; accordance with their terms (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedulesuch liabilities not being assumed, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a“Excluded Liabilities”). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (aWithout limiting the provisions of Section 5.02(a) Except as set forth in Part 2.14 to the requirements of the Seller Disclosure SchedulePlan, the Seller has no LiabilitiesPlan shall specifically provide that, except for: and shall contemplate all necessary transfers, assumptions and other actions such that: (i) liabilities identified At or upon the Closing, all Liabilities of the Company and each of the Debtor Subsidiaries (including Liabilities related to environmental and Tax Laws) shall be discharged by the Plan to the full extent a discharge could be granted to a non-individual operating Chapter 11 debtor with the maximum right to discharge under Section 1141 of the Bankruptcy Code or any other provision of the Bankruptcy Code, other than as such provided in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; Plan; (ii) Liabilities incurred From and after the Closing, all parties in interest whose claims against the Company or a Debtor Subsidiary are discharged by the Seller in bona fide transactions entered into in Plan shall have no recourse against the Ordinary Course Company or any Debtor Subsidiary or any of Business since December 31their respective Assets and Properties for any consideration of any nature whatsoever for such discharged claim, 2004; or for any resolution of any disputes relating to or arising from such discharged claim; (iii) obligations under At or upon the Contracts listed in Part 2.13 Closing, there shall be no non-current Liabilities of the Seller Disclosure ScheduleCompany or any Debtor Subsidiary of a nature required by GAAP to be accrued, disclosed or reserved against in the Company's consolidated financial statements, except for such Liabilities as are not discharged by the Plan; and and (iv) To the maximum extent permitted by applicable Law, at or upon the Closing, Buyer, the Debtors and their respective directors, officers, agents, attorneys, affiliates, employees and other representatives are released and exculpated from any and all Liabilities of Seller listed in Part 2.14 based on, arising from, or related to the negotiation or preparation of the Seller Disclosure Schedule. (b) Part 2.14 Plan and this Agreement, the conduct of the Seller Disclosure Schedule: (i) provides an accurate Auction, or the conduct and complete breakdown and aging administration of the accounts payable Reorganization Cases in any other respect, except to the extent that any such Liability arises solely from fraudulent or willful misconduct and except that nothing in such provision of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of Plan shall impair Buyer's rights to enforce any customer deposits or other deposits held by the Seller as of the date provision of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of Agreement to be performed on or after the Seller as of the date of this AgreementClosing Date. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (a) Except The Purchased Assets shall be sold and conveyed to Buyer free and clear of all liabilities, obligations, liens, security interests and encumbrances whatsoever (other than Permitted Liens as defined in Section VII); provided, however, that Buyer will assume at Closing the obligations of Sellers relating to the Business and described in Section 1.4(b) below. The Purchased Assets shall include all of the assets principally required to operate the Business in the manner presently operated by Sellers. Buyer shall in no event assume or be liable for any liability or obligation of Sellers not specifically assumed pursuant to this Section 1.4 and in instruments of assumption delivered by it at Closing, and Sellers shall retain responsibility for all other liabilities and obligations with respect to it, whether or not accrued and whether or not disclosed, contingent or otherwise. Specifically, but without limiting the generality of the foregoing, Buyer shall not assume any liability or obligation of Sellers in respect to: (i) any tax obligation(s) of Sellers, except for the tax obligations consisting of solely of nondelinquent payroll, real estate, sales tax obligations on margin escrow sales payable with cash received from SBM and Arrow Electronics and Mecklenburg County revenue taxes obligation) which will be estimated as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has no Liabilities, except for: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; on Schedule 1.4(a)(i); (ii) Liabilities incurred by any indebtedness of the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31Sellers to its creditors, 2004; shareholders or any other person or entity, other than liabilities assumed under Section 1.4(b) below; (iii) obligations any liability under the Contracts listed in Part 2.13 any contract not assumed by Buyer under Section 1.4(b) including any liability arising out of the Seller Disclosure Schedule; and or relating to Sellers' credit facilities or any security interest related thereto; (iv) any liability under any contract assumed by Buyer pursuant to Section 1.4(b) which arises after the Effective Time but which arises out of or relates to any breach thereof that occurred prior to the Effective Time; (v) the use, storage, transportation, discharge, handling or disposal of any hazardous materials prior to the Effective Time; (vi) employees or former employees of Sellers, including any liability for accrued salaries, wages, payroll taxes, severance pay entitlements, health, medical, retirement, vacation or deferred compensation benefits or any other Liabilities obligations or expenses arising out of Seller listed or relating to the employment by Sellers of its employees (including any amounts owing to certain Netplex Systems employees due to earnout agreements with the Sellers), or Sellers' termination of any employees, including any terminations effected by Sellers pursuant to or in Part 2.14 connection with this Agreement, except for liabilities assumed in Section 1.4(b). (vii) all liabilities and costs under the Consolidated Omnibus Budget Reconciliation Act, as amended ("COBRA") (including liabilities for violations thereof and excluding premium obligations elected by employees and their dependents who are plan participants) for all "qualifying events" (as defined in COBRA) occurring with respect to employees and their dependents prior to and on the Closing Date, including qualifying events that occur as a result of the Seller Disclosure Schedulesale of the Purchased Assets contemplated by this Agreement. (b) Part 2.14 As the sole exception to the provisions of paragraph (a) above, Buyer will assume at Closing the Seller Disclosure Schedule: following obligations of Sellers: (i) provides an accurate All expenses and complete breakdown and aging liabilities identified in the Netplex Systems' September 27, 2002 Financial Statements, which shall consist solely of the accounts payable liabilities relating to and arising out of the Seller as ordinary course of December 31, 2004; operations of the Business; (ii) provides an accurate All other obligations, expenses and liabilities of the Sellers relating to the Business and that have arisen in the ordinary course of the Business between September 27, 2002 and the Closing Date, but which are not identified or included in the Netplex Systems September 27, 2002 Financial Statements, consisting solely of the following: (A) obligations under the material Contracts acquired pursuant to Section 1.2(g) and the Real Property Leases, to the extent that such obligations are not performed prior to the Effective Time and accrue subsequent to the Effective Time (other than liability arising under such contracts arising out of or relating to a breach which occurred prior to the Effective Time); (B) obligations to complete breakdown jobs requiring the furnishing of any customer deposits materials or other deposits held by services, which jobs have been accepted in the Seller ordinary course of business of the Business since September 27, 2002 but not completed as of the date of this AgreementEffective Time; and (C) obligations under purchase orders for materials and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness supplies necessary to the operation of the Seller Business, which purchase orders have been entered into in the ordinary course of business of the Business since September 27, 2002 but not satisfied as of the date Closing Date; and (D) tax obligations consisting solely of this Agreementnondelinquent payroll, real estate, sales tax obligations on margin escrow sales payable with cash received from SBM and Arrow Electronics and Mecklenburg County revenue taxes obligations which will be estimated and included as a separately identified item on the September 27, 2002 Financial Statements. (cE) Except liability for accrued salaries, wages, payroll taxes, health, medical, vacation benefits or any other obligations or expenses arising out of or relating to the employment by Sellers of its employees as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paidforth, and only to the Seller is not and will not become liable for the payment ofextent set forth, any fees, costs or expenses of the type referred to in Section 8.2(aSchedule 1.4(b). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (a) Except The Debentureholders’ Representative shall not be liable to any person for any damage incurred as set forth a result of its reliance on or compliance with any resolution of a Debentureholders’ meeting convened and conducted in Part 2.14 of accordance with the Seller Disclosure Schedule, the Seller has no Liabilities, except for: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule.Conditions; (b) Part 2.14 In connection with the performance of its obligations under the Seller Disclosure Schedule: Transaction Documents, the Debentureholders’ Representative: (i) provides an accurate and complete breakdown and aging of shall not be responsible or liable for any failure or delay by the accounts payable of Issuer or any other person in performing its obligations under the Seller as of December 31Transaction Documents, 2004; or other agreements relating to the Transaction Documents, except where such failure or delay occurs due to the Debentureholders’ Representative’s gross negligence, fraud or wilful misconduct or its failure to perform its duties in accordance with the Transaction Documents or any applicable laws; (ii) provides an accurate shall not be liable for the execution, effectiveness, enforceability, sufficiency, legality, validity, genuineness or suitability of the Transaction Documents or the agreements and complete breakdown documents referred to in such Transaction Documents, or of any customer deposits certificate, report, document of title or other deposits held by document delivered under the Seller as Transaction Documents, any statement of the date Issuer or any other person in the Transaction Documents, or the accuracy or completeness of this Agreement; any information which was or is circulated to the Debentureholders’ Representative, or any obligation or right created or purported to be created thereby or pursuant thereto or the priority thereof constituted or purported to be constituted thereby or pursuant thereto, nor shall it be responsible or liable to any person because of any invalidity of any provision of such documents or the unenforceability thereof, whether arising from statute, law or decisions of any court, provided that the Debentureholders’ Representative has acted in good faith and does not have any knowledge as to any inaccuracy, incompleteness, invalidity or unenforceability thereof without its gross negligence or wilful misconduct and, where there is any doubt as to such inaccuracy, incompleteness, invalidity or unenforceability, the Debentureholders’ Representative has carried out reasonable enquiries and investigation which the Debentureholders’ Representative would normally make and act in accordance with its professional judgment; (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of shall not be liable to the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment Issuer or any Debentureholders by reason of, in good faith without its gross negligence or wilful misconduct, having accepted as valid or not having rejected any feesDebenture Certificate purporting to be such and subsequently found to be forged, costs stolen or expenses of the type referred to in Section 8.2(a).not authentic; and (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability does not assume, nor shall the Debentureholders’ Representative be obliged to pay its debts as they become dueperform, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional AgreementsIssuer or any other person, except as specified in the Transaction Documents and applicable laws and regulations.

Liabilities. Except for the Contract Liabilities (as defined below), ----------- Buyer shall not assume or be bound by any obligations or liabilities of Seller or any affiliate of Seller of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whether now existing or hereafter arising whatsoever (the "Excluded Liabilities"). Seller shall be responsible for and pay any and all losses, damages, obligations, liens, assessments, judgments, fines, disposal and other costs and expenses, liabilities and claims, including, without limitation, interest, penalties and reasonable fees of counsel, engineers and experts, as the same are incurred, of every kind or nature whatsoever (all the foregoing being a "Claim" or the "Claims"), made by or owed to any person to the extent any of the foregoing relates to (a) Except as set forth in Part 2.14 the Excluded Assets, (b) the Excluded Liabilities or (c) the operations or assets of the Seller Disclosure ScheduleBusiness and arises in connection with or on the basis of events, acts, omissions, conditions or any other state of facts occurring or existing prior to or on the Seller has no LiabilitiesClosing Date (including, except for: in each case, without limitation, any Claim relating to or associated with tax matters, pension and benefits matters, any failure to comply with applicable laws and/or permitting or licensing requirements, environmental and worker health and safety matters). Upon the sale and purchase of the Subject Assets, Buyer agrees to perform in accordance with their terms (i) liabilities identified as such in the "liabilities" columns obligations of Seller arising under the audited balance sheet of Contracts from and after the Seller included in the Financial Statements; Closing, and (ii) Liabilities incurred by those liabilities specified in Schedule 1.2 (collectively, the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 "Contract Liabilities"). The assumption of the ------------ Contract Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller Disclosure Schedule; or any of their respective affiliates or subsidiaries. No parties other than the Buyer, the Parent and (iv) Seller shall have any rights under this Agreement. Notwithstanding anything contained in this Section 1.2 to the other Liabilities contrary, the only liabilities and obligations of Seller listed in Part 2.14 of existing on or prior to the Seller Disclosure ScheduleClosing Date (including, without limitation, contractual liabilities and obligations) to be assumed by Buyer under this Agreement are the Contract Liabilities. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (a) Except as set forth The Purchaser shall assume no liabilities or other obligations, commercial or otherwise, of Seller, known or unknown, fixed or contingent, choate or inchoate, liquidated or unliquidated, secured or unsecured xx xxxerwise, except for any taxes that may become due on or about the time of Closing, but not to exceed $1,000. A. Without in Part 2.14 any way limiting the generality of the foregoing, Purchaser shall not assume any obligation or liability of Seller Disclosure Schedule, with respect to the Seller has no Liabilities, except for: following (i) liabilities identified as such in any transaction involving Seller occurring after the "liabilities" columns of the audited balance sheet of the Seller included in the Financial StatementsClosing Date; (ii) Liabilities incurred by the any liability of Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31for federal, 2004state or local taxes, fees, assessments or other similar charges (including without limitation income taxes, real estate taxes, payroll taxes and sales taxes); (iii) obligations under any liability for services performed by Seller on or prior to the Contracts listed in Part 2.13 of the Seller Disclosure ScheduleClosing Date; and (iv) the other Liabilities any responsibility of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31with respect to salary, 2004; (ii) provides an accurate and complete breakdown of any customer deposits wages, vacation pay, savings plans, severance pay, deferred compensation, or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment obligations for the benefit of creditorsany employee of Seller, including pension benefits accrued (ii) filedvested or unvested), or had filed against it, any bankruptcy petition or similar filing, (iii) suffered arising out of their employment through the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or Closing Date for which Seller shall be liable; (v) taken any liability or been obligation incurred in connection with or related to the subject transfer of the Assets pursuant hereto including, but not limited to sales taxes, transfer taxes or stamp taxes; (vi) any liability of any action that may have an adverse effect on its ability kind whatsoever resulting from the failure of Seller to comply with the requirements of all applicable building, fire, zoning and environmental laws, laws relating to occupational health and safety and other laws applicable to Seller or perform any the conduct of its covenants or obligations business; (vii) any liability under any Assumed Contract to the extent such liability arises out of Seller's failure to perform its obligations thereunder to the extent performance is due on or prior to the Closing Date; (viii) any liability of Seller to Seller's stockholders or their relatives or friends; (ix) any indebtedness of Seller to any banks or other lending institutions; (x) liabilities in respect of any pension, profit sharing or other employee benefit plan (as defined in Section 3(3) of the Transactional AgreementsEmployee Retirement Income Security Act of 1974, as amended ("ERISA")) of Seller.

Liabilities. (a) Except Pursuant to the terms and subject to the conditions of this Agreement, Transferee is not assuming any Liabilities of Transferor and Transferor is retaining all of its Liabilities related to the Assets and Rights whether pending or arising on, prior to or after the Closing Date, in each case relating to events, actions or non-action occurring prior to the Closing Date, and all Liabilities relating to the maintenance contract for Xxxxxxx Air Force Base, which expires on June 30, 2019 (the “Retained Liabilities”), and the Parties acknowledge and agree that, except as otherwise set forth in Part 2.14 this Agreement, the Retained Liabilities shall not include any of the Seller Disclosure Scheduleobligations or Liabilities relating to the Assets and Rights and arising following the Closing Date, which shall be the Seller has no Liabilitiessole responsibility of Transferee. The Retained Liabilities shall remain the sole responsibility of and shall be retained, except for: (i) liabilities identified paid, performed and discharged solely by Transferor, provided that Transferor shall cancel and terminate, as such in the "liabilities" columns of the audited balance sheet Closing, any guarantees or further similar obligations relating to the Assets and Rights which were provided by Transferor or any of its Affiliates prior to the Closing, and in each case which have been identified on Section 2.3(a) of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 Notwithstanding anything to the contrary in this Agreement or any of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging other Transaction Documents, in no event shall Transferee be deemed to have assumed any Liability where the existence or nature of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown such Liability constitutes or arises out of any customer deposits action or other deposits held inaction by Transferor occurring prior to the Seller as Closing Date, including, but not limited any breach or inaccuracy of any representation or warranty or the date non-fulfillment or breach of this Agreement; and (iii) provides an accurate and complete breakdown any covenant, agreement or obligation of all notes payable and other indebtedness of Transferor hereunder or any Liability that was first required to be performed any time prior to the Seller as of the date of this AgreementClosing Date. (c) Except Transferee shall not be the successor to Transferor and shall not become liable to pay, perform or discharge any of the Retained Liabilities. Transferor shall pay, perform and discharge when due, all of the Retained Liabilities and except as set forth in Part 2.14 this Agreement or any other Transaction Document, Transferee shall pay, perform and discharge when due, all of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs Liabilities out of or expenses of the type referred relating to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional AgreementsAssets and Rights arising after the Closing Date.

Liabilities. (a) Except as As additional consideration hereunder, on the Miami Closing Date, and subject to the conditions provided in Articles III and IX hereof, the Buyer will assume and agree to pay, perform and discharge when due, all obligations of TI under the contracts set forth in Part 2.14 of Schedules 1.01(a)(ii) and 1.01(a)(iii) hereto, in each case solely to the Seller Disclosure Schedule, extent to be performed after the Seller has no Liabilities, except for: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure ScheduleMiami Closing Date. (b) Part 2.14 Notwithstanding anything else to the contrary contained herein, Buyer is not assuming and shall not be liable for any liabilities of the Seller Disclosure Schedule: Sellers which shall not have been assigned to or assumed by Buyer pursuant to this Agreement, including liabilities (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004for indebtedness for borrowed money; (ii) provides an accurate and complete breakdown by reason of or arising out of any customer deposits default or other deposits held breach by Sellers of any contract relating to any period prior to the Miami Closing Date, for any penalty against either Seller as under any contract relating to any period prior to the Miami Closing Date, or relating to or arising out of any event occurring prior to the date Miami Closing Date which with the passage of time or after giving of notice, or both, would constitute or give rise to such a breach, default or penalty, whether or not such contract is being assigned to and assumed by Buyer pursuant to this Agreement; and (iii) provides an accurate the existence of which would conflict with or constitute a breach of any representation, warranty or agreement of Sellers contained herein; (iv) for fees and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or 12.03 hereof; (v) taken relating to the execution, delivery and consummation of this Agreement or been the subject Ancillary Agreements (as defined below) and the transactions contemplated hereby and thereby, including, without limitation, any and all Taxes incurred as a result of the sale contemplated by this Agreement; (vi) for any Taxes accrued or incurred prior to the Miami Closing Date or relating to any period (or portion of a period) prior thereto; (vii) relating to or arising out of any action violation of any Environmental Law or any other Law relating to health and safety of the public or the employees of Sellers prior to the Miami Closing Date; (viii) relating to, or arising out of, services rendered by Sellers, or the conduct or operation of the Miami Business prior to the Miami Closing Date (except to the extent Buyer has agreed to reimburse Sellers for such expenses); and (ix) of Sellers arising under or pursuant to this Agreement or the Ancillary Agreements; and provided further, that may Buyer shall have an adverse effect on its ability the right not to comply assume any contract if any party to such contract is in breach thereof or default thereunder as of the Miami Closing Date or there has occurred any event which with the passage of time or perform after giving of notice, or both, would become such a breach or default. Buyer shall not assume or be bound by any liabilities of its covenants Sellers, except as expressly assumed by it pursuant to this Agreement. Sellers hereby agree to indemnify and hold Buyer harmless from and against any and all liabilities of Sellers not agreed to be assumed by Buyer pursuant to this Agreement. Nothing contained in this Section 2.01 shall relieve or release Sellers or Buyer from any obligations under any of the Transactional Agreementscovenants, warranties or agreements contained in this Agreement.

Liabilities. (a) Except for the liabilities specifically assumed under the terms of this Agreement, the sale of the Business and Assets by the Seller to the Buyer hereunder is free and clear of all claims, liens, encumbrances, security interests and third party interests whatsoever. Without limiting the generality of the foregoing, it is understood and agreed, the Buyer shall not assume and will not be responsible to pay any debts, liabilities, obligations, contracts, leases, commitments or other undertakings of the Seller, known or unknown, accrued, contingent or otherwise, as set forth in Part 2.14 each of the foregoing shall exist on or prior to the date hereof or as the foregoing shall exist after the date hereof by reason of the Seller's acts or omissions prior to, on or after the date hereof, including, but not limited to, liabilities of the following types, all of which shall remain the sole liability and responsibility of the Seller Disclosure Schedule(collectively, the Seller has no "Excluded Liabilities, except for: "): (i) liabilities identified taxes payable by the Seller as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial StatementsClosing Date; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004tort liabilities; (iii) claims arising prior to the Closing Date, or arising after the Closing Date that are due to any action or inaction of Seller or any officer, director, employee or affiliate of Seller before the Closing Date, out of actual or alleged pollution of the environment or of any Environmental Laws (as hereinafter defined); (iv) litigation, whether disclosed or undisclosed; and (v) obligations under any collective bargaining, pension or profit sharing agreement. Seller and Winning Edge agree to jointly and severally defend, indemnify and hold Buyer harmless from and against any and all Excluded Liabilities (including attorneys fees paid by Buyer in connection therewith). Such covenant shall survive the Closing Date and the consummation of the transactions herein contemplated. (b) Notwithstanding the foregoing it is understood and agreed that the Purchaser shall assume from and after the Closing Date the obligation to perform Seller's obligations under the Contracts listed in Part 2.13 of Schedule 1.07 (the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a"Assumed Liabilities"). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. Anything to the contrary in this Agreement notwithstanding, other than the Assumed Liabilities, Buyer does not assume and will not be liable for any of Seller’s or any of its Affiliates’ Liabilities or Liabilities otherwise related to the Purchased Assets or the Business (the “Excluded Liabilities”), which Liabilities will be retained by and remain obligations of Seller to be satisfied and discharged by Seller in accordance with their terms, including (a) Except all Liabilities arising out of or related to the Excluded Assets; (b) all Liabilities for Seller Taxes, including any liability of Seller (or any Affiliate of Seller) for Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law), as set forth a transferee or successor, by contract (including any tax sharing agreements), or otherwise, all Liabilities for Taxes that arise out of the consummation of the transactions contemplated by this Agreement or that are the responsibility of Seller pursuant to Section 6.1, all Liabilities for Taxes relating to the ownership and operation of the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Period (calculated for a Straddle Period in Part 2.14 accordance with Section 6.1.1), and all Liabilities for Taxes of Seller (or any Affiliate of Seller) that become a Liability of Buyer or its Affiliates under any common law doctrine of transferee or successor liability or otherwise by operation of contract or law; (c) Liabilities arising from the ownership, conduct, and operation of the Business or the ownership of the Purchased Assets in any Pre-Closing Period; (d) all Liabilities for Indebtedness of Seller; (e) all Liabilities related to or arising out of any Contract not included in the Assumed Leases or Assumed Contracts; (f) all Liabilities related to or arising out of any Assumed Lease or Assumed Contract to the extent such Liability relates to the time period prior to the Closing, including with respect to any breach thereof or default thereunder by Seller; (g) all Liabilities in respect of any claims, actions or causes of action in respect of Seller, the Purchased Assets or the Business existing prior to the Closing or relating to events occurring prior to the Closing; (h) all Liabilities of Seller for vacation, paid time off, bonuses, or commissions accrued, payable or otherwise owed to any current or former employee, consultant, manager, trustee, director, officer or independent contractor, including any change-in-control, transaction bonus, retention or other similar payments (together with the employer portion of any Taxes arising from or incurred in connection with any such obligations), and all Liabilities of Seller for severance accrued, payable or otherwise owed to any former employee, director, officer or independent contractor; (i) all Liabilities, rights or obligations of the Seller Disclosure Scheduleor any of its Affiliates arising under, the Seller has no Liabilitiesor with respect to, except for: (i) liabilities identified as such in the "liabilities" columns any of the audited balance sheet of the Seller included in the Financial StatementsEmployee Benefit Plans, including any income or payroll Tax withholding obligations applicable thereto; (iij) Liabilities incurred by the all payroll costs of Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Scheduleand its Affiliates); and (ivk) the other Liabilities any liability of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31under abandoned or unclaimed property, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filedescheat, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional AgreementsLaws.

Liabilities. (ai) Except as set forth in Part 2.14 Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume and agree to perform, pursuant to the Bxxx of Sale and Assignment Agreement, only the following (collectively, the “ASSUMED LIABILITIES”): and 1) the Liabilities of the Seller Disclosure Scheduleunder the Contracts identified on Schedule 2.02(i)(1) (collectively, the Seller has no Liabilities, except for: (i“ASSIGNED CONTRACTS”) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into arising in the Ordinary Course of Business since December 31after the Closing Date and relating to the Assigned Contracts), 2004but excluding any Liability to the extent arising out of or relating to a breach, violation, default or failure to perform by the Seller that occurred prior to the Closing Date; and (iiiii) obligations Except as contemplated by Section 2.02(i) and as expressly set forth in the Bxxx of Sale and Assignment Agreement, Purchaser shall not assume, nor shall it agree to pay, perform or discharge, any Liability of the Seller, whether or not arising from or relating to the conduct of the Business and whether absolute, contingent, accrued, known or unknown (the “EXCLUDED LIABILITIES”). Without limiting the generality of the prior sentence, Excluded Liabilities shall include, without limitation: 1) any Liability to pay any Taxes of the Seller, regardless of whether arising in connection with the consummation of the transactions contemplated hereby or otherwise; 2) any Liability of Seller for performance under the Contracts listed in Part 2.13 Ancillary Agreements; 3) any Liability under any Assigned Contract to the extent arising and relating to a period prior to the Closing Date or to the extent relating to any breach, violation, default or failure to perform by Seller that occurred prior to the Closing Date; 4) any Liability (other than the Assumed Liabilities) otherwise relating to the Assets or the operation of the Business to the extent arising and related to a period prior to the Closing Date including; 5) any Liability relating to the Excluded Assets; 6) any Liability under any Employee Plan; 7) any Liability arising out of or relating to Seller’s termination of the Seller’s employees, either prior to or following the Closing Date, including but not limited to any Liability or obligation under any applicable Law and any contractual claims for severance or similar obligations; 8) any Liability of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of for any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability failure to comply with or perform any Laws; 9) any other Liability of its covenants or obligations under any of the Transactional AgreementsSeller that is not an Assumed Liability.

Liabilities. (a) Except The Bondholders’ Representative shall not be liable to any person for any damage incurred as set forth in Part 2.14 a result of its reliance on or compliance with any resolution of the Seller Disclosure Schedule, Bondholders’ meeting convened and conducted in accordance with the Seller has no Liabilities, except for: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule.Conditions; (b) Part 2.14 In connection with the performance of the Seller Disclosure Schedule: Bondholders’ Representative’s obligations under this Agreement and the Transaction Documents, the Bondholders’ Representative: (i) provides an accurate and complete breakdown and aging shall not have any responsibility or liability in respect of any failure or delay by the accounts payable of Issuer or any other person in performing its obligations under the Seller as of December 31Transaction Documents, 2004; or other agreements relating to the Transaction Documents, except where such failure or delay occurs due to the Bondholders’ Representative’s gross negligence, fraud or wilful misconduct or its failure to perform its duties in accordance with the Transaction Documents or any applicable laws; (ii) provides an accurate shall not have any liability in respect of the execution, effectiveness, enforceability, sufficiency, legality, validity, genuineness or suitability of the Transaction Documents or the agreements and complete breakdown documents referred to in such Transaction Documents, or of any customer deposits certificate, report, document of title or other deposits held by document delivered under the Seller as Transaction Documents, any statement of the date Issuer or any other person in the Transaction Documents, or the accuracy or completeness of this Agreement; any information which was or is circulated to the Bondholders’ Representative, or any obligation or right created or purported to be created thereby or pursuant thereto or the priority thereof constituted or purported to be constituted thereby or pursuant thereto, nor shall it be responsible or liable to any person because of any invalidity of any provision of such documents or the unenforceability thereof, whether arising from statute, law or decisions of any court, provided that the Bondholders’ Representative has acted in good faith and does not have any knowledge as to any inaccuracy, incompleteness, invalidity or unenforceability thereof without its gross negligence or wilful misconduct and, where there is any doubt as to such inaccuracy, incompleteness, invalidity or unenforceability, the Bondholders’ Representative has carried out reasonable enquiries and investigation which the Bondholders’ Representative would normally make and act in accordance with its professional judgment; (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of shall not be liable to the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment Issuer or any Bondholders by reason of, in good faith without its gross negligence or wilful misconduct, having accepted as valid or not having rejected any feesBond Certificate purporting to be such and subsequently found to be forged, costs stolen or expenses of the type referred to in Section 8.2(a).not authentic; and (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability does not assume, nor shall the Bondholders’ Representative be obliged to pay its debts as they become dueperform, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional AgreementsIssuer or any other person, except as specified in the Transaction Documents and applicable laws and regulations.

Liabilities. 2.1 In partial consideration for the Purchased Assets, Buyer agrees to assume, pay, perform and discharge (ai) only those obligations and liabilities of Seller relating to the Business set forth on Schedule “2.1” hereto, only in the amounts and pursuant to the terms set forth on Schedule “2.1” and (ii) all other obligations and liabilities of Seller of the same nature as appear on Schedule “2.1” arising in the ordinary course of the Business from April 2, 2005 to the Closing Date; provided, however, that only if such other obligations and liabilities do not, individually, or in the aggregate, result in a material adverse change in the financial condition or results of operations of the Business since April 2, 2005 (the “Assumed Liabilities”). 2.2 Except as set forth in Part 2.14 on Schedule “2.1”, Buyer does not assume or agree to pay, perform or discharge any liability or obligation of Seller or the Shareholders of any nature whatsoever, whether known or unknown, direct or indirect, contingent or accrued, matured or unmatured, including, without limitation, any of the following liabilities or obligations of Seller Disclosure Scheduleor the Shareholders whether or not related to the Purchased Assets or the Business, which shall remain the sole liabilities and obligations of Seller has no Liabilitiesand the Shareholders: 2.2.1 Any obligations or liabilities of Seller or the Shareholders in respect of any Federal, state, local or foreign income, sales, franchise, excise, or any other taxes for the current or any other fiscal period, except for: (i) accrued and unpaid payroll, personal property and real estate taxes; 2.2.2 Any obligations or liabilities identified as such which are incurred in violation of any representation, warranty or covenant contained in this Agreement; 2.2.3 Any obligations of Seller or the "liabilities" columns Shareholders to perform under this Agreement; 2.2.4 Any cost, expense or tax liability of Seller or of the audited balance sheet Shareholders incident to the preparation of this Agreement or the consummation of the transactions contemplated hereby; 2.2.5 Any obligations or liabilities of Seller or the Shareholders arising by reason of any default, breach, penalty or delinquency under any agreement, commitment or obligation of Seller or the Shareholders or to which any of Seller or the Shareholders is a party; 2.2.6 Any obligations or liabilities of Seller or the Shareholders arising from any claim or demand based upon noncompliance with any applicable bulk sales or bulk transfer law with respect to any liabilities not included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) Assumed Liabilities; 2.2.7 Any obligations under the Contracts listed in Part 2.13 or liabilities of the Seller Disclosure Schedule; and (iv) the other Liabilities Shareholders whenever incurred, or any obligations or liabilities of Seller listed in Part 2.14 of with respect to the Seller Disclosure Schedule.Business, or otherwise, incurred on or after the date hereof; (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 312.2.8 Any cost, 2004; (ii) provides an accurate and complete breakdown of any customer deposits expense or other deposits held by obligations or liabilities of Seller or the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and Shareholders relating to current or future pension, retirement, profit sharing, bonus, group health insurance, group life insurance, or other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment similar plans for the benefit of creditorsSeller’s employees, (ii) filedexcept as set forth on Schedule “2.2.8” hereto and in Section 12.4 hereof; 2.2.9 Any obligations or liabilities relating to any collective bargaining agreement or other labor or union agreement or commitment, or had filed against it, any bankruptcy petition employee benefit arising thereunder; 2.2.10 Any obligations or similar filing, (iii) suffered the attachment liabilities of Seller arising directly or other judicial seizure indirectly from any failure or alleged failure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability Seller to comply with any applicable statute, rule, decision, regulation or perform any ordinance; 2.2.11 Any obligations or liabilities of its covenants or obligations Seller under any contracts, agreements, commitments, or purchase orders for finished goods, raw materials or services in excess of $25,000, except as set forth on Schedule “2.2.11” hereto; 2.2.12 Except with respect to existing loans relating to the Transactional AgreementsReal Estate which Buyer may agree, in Buyer’s sole discretion, to assume, any obligations or liabilities of Seller or the Shareholders for amounts owing pursuant to bank loans or any other loans made to Seller or to the Shareholders; 2.2.13 Any obligations or liabilities due from Seller to the Shareholders or their affiliates.

Liabilities. (a) Except as set forth in Part 2.14 From and after the Closing (except that clause (ii) below shall survive only through the sixth (6th) anniversary of the Seller Disclosure ScheduleClosing Date), Parent shall retain or assume, as applicable all Liabilities (other than Business Liabilities) of any kind to the Seller has no Liabilitiesextent resulting from, except for: arising out of or relating to (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; Pre-Closing Restructuring (including Taxes related thereto), (ii) Liabilities incurred any Taxes of any Person (other than a Transferred Entity) for which any Transferred Entity is liable by the Seller in bona fide transactions entered into in the Ordinary Course reason of Business since December 31being a member of a consolidated, 2004; combined or unitary group prior to Closing, including pursuant to Treas. Reg. 1.1502-6 and any similar provision of U.S. state or local Law or non-U.S. Law, (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; Retained Business and (iv) the other Liabilities of Seller listed in Part 2.14 Contract set forth on Section 6.22 of the Seller Purchaser Disclosure ScheduleSchedule (collectively, the “Retained Liabilities”). At the Closing (or upon request from Purchaser if discovered after the Closing), Parent shall assume the Retained Liabilities from the Transferred Entities, and Parent shall discharge and perform when due, and Purchaser and its Affiliates (including the Transferred Entities) and its and their respective Representatives (collectively, the “Purchaser Indemnitees”) shall not assume or have any responsibility for, any or all of the Retained Liabilities, and Parent shall execute and deliver at Closing an instrument of assumption for such purpose in respect of the Retained Liabilities in Approved Form. From and after the Closing, Parent shall indemnify and hold harmless the Purchaser Indemnitees with respect to any Losses incurred or sustained by, or imposed upon any such Purchaser Indemnitee as a result of, arising out of or relating to the Retained Liabilities and in respect of ATE Leakage. (b) Part 2.14 From and after the Closing, Purchaser shall retain or assume, as applicable, all Liabilities (other than Retained Liabilities) of any kind, to the Seller Disclosure Schedule: extent exclusively related to (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; Transferred Entities or (ii) provides an accurate the Business (collectively, the “Business Liabilities”). At the Closing, Purchaser shall assume the Business Liabilities from Parent, and complete breakdown of Purchaser shall cause the Transferred Entities to discharge and perform when due, and Seller and its Affiliates and its and their respective Representatives (collectively, the “Parent Indemnitees”) shall not assume or have any customer deposits responsibility for, any or other deposits held by the Seller as all of the date Business Liabilities, and Purchaser shall execute and deliver at Closing an instrument of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness assumption for such purpose in respect of the Seller Business Liabilities in Approved Form. From and after the Closing, Purchaser shall indemnify and hold harmless the Parent Indemnitees with respect to any Losses incurred or sustained by, or imposed upon any such Parent Indemnitee as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment a result of, any fees, costs arising out of or expenses of relating to the type referred to in Section 8.2(a)Business Liabilities. (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (a) Except as set forth in Part 2.14 Subject to Sections 1.9(a) and (b), Buyer shall assume, at the Closing, the following obligations of the Seller Disclosure Schedule(collectively, the “Assumed Liabilities”): (1) the obligations of Seller has no Liabilitiesunder the Laundry Leases (including without limitation, except forthe obligation to make any required commission payments, revenue sharing payments or route rental payments under any Laundry Lease with respect to amounts collected or received by Buyer, including Closing Cash) and the Transferred Contracts, but only to the extent such obligations: (iA) liabilities identified as such in arise after the "liabilities" columns of the audited balance sheet of the Seller included in the Financial StatementsClosing Date; (iiB) Liabilities incurred do not arise from or relate to any breach by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004any provision of any Laundry Lease or Transferred Contract; (iiiC) obligations under do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Contracts listed Closing Date that, with notice or lapse of time or both, would constitute or result in Part 2.13 a breach by Seller, Buyer or any of the Seller Disclosure Scheduletheir respective affiliates of any provision of any Laundry Lease or Transferred Contract; and (ivD) are ascertainable solely by reference to the express terms of the Laundry Leases and the Transferred Contracts, and (2) the other Liabilities obligations of Seller listed in Part 2.14 to its customers for all pre-paid laundry cards purchased from the Seller by the Seller’s Laundry Lease customers prior to the Closing and any deferred revenue of Seller associated with such obligations (the “Deferred Pre-Paid Card Liability”). The assumption of the Assumed Liabilities by Buyer shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller Disclosure Scheduleor any of their respective affiliates or subsidiaries. (b) Part 2.14 Except for the Assumed Liabilities, Buyer shall not assume or be bound by any obligations or liabilities of the Seller Disclosure Schedule: or any affiliate of Seller of any kind or nature whatsoever, whether known, unknown, accrued, absolute, contingent or otherwise, now existing or hereafter arising. Seller shall be responsible for and pay any and all obligations and liabilities of every kind or nature whatsoever relating to (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004Excluded Assets; (ii) provides an accurate and complete breakdown all liabilities of any customer deposits or Seller other deposits held by than the Seller as of the date of this AgreementAssumed Liabilities; and (iii) provides an accurate any event, act, omission, condition or any other state of facts occurring or existing prior to the Closing Date; (iv) any liability under any contract other than the Laundry Leases and complete breakdown of all notes payable and other indebtedness the Transferred Contracts; (v) any liability with respect to Taxes (as defined in Section 2.8) of the Seller as or Taxes attributable to the Subject Assets for any portion of any period or partial period ending on or before the date of this Agreement. (c) Except Closing Date except for the Transaction Taxes as set forth in Part 2.14 Section 1.10 herein; (vi) any liability arising out of or resulting from the matters disclosed on Schedule 2.13 and 2.18, except for the percentage fee and post-Closing administrative costs payable to the Law Offices of Xxxx & Associates, Chartered (as such fees and costs are described in the engagement letter attached to Schedule 2.13) in connection with Hof’s lawsuit against American University which lawsuit is disclosed in Schedule 2.13; (vii) any liability of Seller to any current or former employee of Seller; and (viii) other than the Deferred Pre-Paid Card Liability, any liability of Seller arising out of, resulting from, or relating to the operation, lease, or ownership of the Subject Assets or Seller’s business prior to the Closing, including in connection with events commencing or occurring or circumstances existing prior to the Closing and continuing after the Closing, including but not limited to (A) liabilities arising out of or resulting from any Environmental Law or any release, storage, disposal, arrangement for disposal, or exposure to any Hazardous Substance and (B) the obligation to make any required commission payments, revenue sharing payments or route rental payments under any Laundry Lease with respect to amounts collected or received by Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditorsthrough (viii) collectively, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements“Excluded Liabilities”).

Liabilities. Except for the liabilities and obligations listed on Schedule B (a) Except hereinafter collectively referred to as set forth the "Assumed Liabilities"), the Purchaser shall assume no liabilities or other obligations, commercial or otherwise, of Seller, known or unknown, fixed or contingent, choate or inchoate, liquidated or unliquidated, secured or unsecured xx xxxerwise. A. Without in Part 2.14 any way limiting the generality of the foregoing, Purchaser shall not assume any obligation or liability of Seller Disclosure Schedule, with respect to the Seller has no Liabilities, except for: following (i) liabilities identified as such in any transaction involving Seller occurring after the "liabilities" columns of the audited balance sheet of the Seller included in the Financial StatementsClosing Date; (ii) Liabilities incurred by the any liability of Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31for federal, 2004state or local taxes, fees, assessments or other similar charges (including without limitation income taxes, real estate taxes, payroll taxes and sales taxes); (iii) obligations under any liability for services performed by Seller on or prior to the Contracts listed in Part 2.13 of the Seller Disclosure ScheduleClosing Date; and (iv) the other Liabilities except as expressly provided in this Agreement, any responsibility of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31with respect to salary, 2004; (ii) provides an accurate and complete breakdown of any customer deposits wages, vacation pay, savings plans, severance pay, deferred compensation, or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment obligations for the benefit of creditorsany employee of Seller, including pension benefits accrued (ii) filedvested or unvested), or had filed against it, any bankruptcy petition or similar filing, (iii) suffered arising out of their employment through the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or Closing Date for which Seller shall be liable; (v) taken any liability or been obligation incurred in connection with or related to the subject transfer of the Assets pursuant hereto including, but not limited to sales taxes, transfer taxes or stamp taxes; (vi) any liability of any action that may have an adverse effect on its ability kind whatsoever resulting from the failure of Seller to comply with the requirements of all applicable building, fire, zoning and environmental laws, laws relating to occupational health and safety and other laws applicable to Seller or perform any the conduct of its covenants or obligations business; (vii) any liability under any Assumed Contract to the extent such liability arises out of Seller's failure to perform its obligations thereunder to the extent performance is due on or prior to the Closing Date; (viii) any liability of Seller to Seller's stockholders or their relatives or friends; (ix) any indebtedness of Seller to any banks or other lending institutions; (x) liabilities in respect of any pension, profit sharing or other employee benefit plan (as defined in Section 3(3) of the Transactional AgreementsEmployee Retirement Income Security Act of 1974, as amended ("ERISA") of Seller; and (xi) any liability, obligation or account payable of Seller not listed on Schedule 2(e).

Liabilities. As of the Closing Date, the Buyer shall assume, and shall thereafter timely pay and perform, the obligations arising as a result of events or occurrences after the Closing Date (i) in connection with the operation of the Business by the Buyer and its Affiliates after the Closing Date, and (ii) under the Assumed Contracts (other than the Excluded Multi-Facility Contracts (as defined in Schedule 2.1(b)) and the Assumed SWB (the “Assumed Liabilities”). The assumption by the Buyer of any Assumed Liabilities shall not enlarge the rights of any third party with respect to any Assumed Liabilities, nor shall it prevent the Buyer, with respect to any party other than a Seller, from contesting or disputing in good faith any Assumed Liability. Except for the Assumed Liabilities expressly assumed above, the Buyer shall not assume, shall not take subject to and shall not be liable for, whether or not disclosed to the Buyer in any Transaction Agreement or in any schedule or exhibit thereto or otherwise, any Liabilities of the Business, the Sellers or any Affiliate of the Sellers (the “Excluded Liabilities”), including, without limitation, the following: (a) Except as set forth in Part 2.14 Liabilities arising out of or Relating To the operation of the Business on or prior to the Closing Date, including, without limitation, all Liabilities accruing under the Leases and other Assumed Contracts on or prior to the Closing Date; (b) Liabilities of any Seller Disclosure Scheduleor any Affiliate of any Seller for or Relating To Taxes arising from activities of any Seller or Affiliate of any Seller on or prior to the Closing Date, or any Taxes arising in connection with the Seller has no Liabilities, except for: consummation of the transactions contemplated hereby; (c) Liabilities arising out of or Relating To the Excluded Assets; (d) Liabilities arising out of or Relating To (i) liabilities identified as such in any Liens (other than Permitted Liens) existing prior to the "liabilities" columns of Closing to which any Assets remain subject following the audited balance sheet of the Seller included in the Financial Statements; Closing or (ii) any Permitted Liens, but only to the extent such Liabilities incurred with respect to Permitted Liens Relate To the operation of the Business on or prior to the Closing Date or otherwise Relate To those categories of Excluded Liabilities which are not described in this Section 2.3(d); (e) Liabilities of any Seller or any Affiliate of any Seller arising out of or Relating To (i) with respect to any period ending on or prior to the Closing Date, the employment by any Seller or any Affiliate of any Seller of any individual (or any termination of any such employment relationship) or the performance of services by any individual who is or was a consultant to or independent contractor for any Seller in bona fide transactions entered into in or any Affiliate of any Seller or a medical director of any Center (or any termination of any such consulting, independent contractor or medical director relationship), including, without limitation, SWB (other than the Ordinary Course Assumed SWB) or any severance obligations under any Plan of Business since December 31any Seller or any Affiliate of any Seller or under any Employment or Consulting Agreement, 2004; (ii) workers’ compensation claims Relating To Employees other than Transferring Employees or Relating To Transferring Employees with respect to any period ending on or prior to the Closing Date, irrespective of whether such claims are made prior to, on or after the Closing, (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; any Employees who are not Transferring Employees and (iv) the any Plan of any Seller or any Affiliate of any Seller or any Employment and Consulting Agreement (other than Assumed Contracts); (f) Liabilities owed to or by any Seller to or by any Affiliate of any Seller; (g) Liabilities of any Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown or any Affiliate of any customer deposits or other deposits held by the Seller as arising out of the date of this Agreement; and any Action (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Scheduleincluding, without limitation, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (dmatters disclosed on Schedule 4.10) Neither the Seller nor any Member has, initiated at any time, or arising out of or any Order (including, without limitation, the matters disclosed on Schedule 4.10) issued or entered into at any time, in each case, in respect of any events or occurrences on or prior to the Closing Date (including, without limitation, any costs or expenses incurred in complying with any such Order); (h) Liabilities arising out of or Relating To noncompliance by any Seller or any Affiliate of any Seller with any applicable Law or Contract with respect to acts or omissions on or prior to the Closing Date; (i) made a general assignment for the benefit Liabilities to any third party (other than Buyer or any Affiliate of creditorsBuyer), (ii) filedincluding, without limitation, any Governmental Authority, or had filed against itfor any costs of remediation or clean-up, resulting from any bankruptcy petition environmental conditions or similar filing, Hazardous Materials present at any facility or site at which any Center is operated as of the Closing Date that (iiiA) suffered are present at such facility or site on the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become dueClosing Date, or (vB) taken were created by or been arise out of the subject operations of any action that may have an adverse effect on its ability Seller or Affiliate of any Seller; and (j) Liabilities Relating To amounts required to comply with or perform any of its covenants or obligations be paid by the Sellers under any of the Transactional Agreementsthis Agreement.

Liabilities. (a) Except Subject to Sections 1.9(a) and (b), Buyer shall assume, at the Closing, the obligations of Seller under the Laundry Leases (including without limitation, the obligation to make any required commission payments, revenue sharing payments or route rental payments under any Laundry Lease with respect to amounts collected or received by Buyer), but only to the extent such obligations: (A) arise after the Closing Date; (B) do not arise from or relate to any breach by Seller of any provision of any Laundry Lease; (C) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing Date that, with notice or lapse of time or both, would constitute or result in a breach by Seller, Buyer or any of their respective affiliates of any provision of any Laundry Lease; and (D) are ascertainable solely by reference to the express terms of the Laundry Leases (the “Assumed Liabilities”). Notwithstanding anything in this Agreement to the contrary, the Assumed Liabilities shall not include, and Buyer shall not assume and shall not pay or be liable for: (i) any liability under any contract other than a Laundry Lease; (ii) any liability with respect to Taxes (as set forth defined in Part 2.14 Section 2.8) of the Seller Disclosure Schedule, or Taxes attributable to the Seller has no Liabilities, except for: (i) liabilities identified as such in Subject Assets or the "liabilities" columns Business for any portion of any period or partial period ending on or before the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; Closing Date; (iii) obligations under any liability arising out of or resulting from the Contracts listed in Part matters disclosed on Schedules 2.13 of the Seller Disclosure Scheduleand 2.14; and and (iv) the other Liabilities any liability of Seller listed in Part 2.14 to any current or former employee of Seller or any of its affiliates. The assumption of the Assumed Liabilities by Buyer shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller Disclosure Scheduleor any of their respective affiliates or subsidiaries. (b) Part 2.14 Except for the Assumed Liabilities, Buyer shall not assume or be bound by any obligations or liabilities of the Seller Disclosure Schedule: or any affiliate of Seller of any kind or nature whatsoever, whether known, unknown, accrued, absolute, contingent or otherwise, now existing or hereafter arising. Seller shall be responsible for and pay any and all obligations and liabilities of every kind or nature whatsoever relating to (i) provides an accurate and complete breakdown and aging the operation of the accounts payable of Business prior to the Seller as of December 31, 2004; Closing (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Scheduleincluding without limitation, the Seller has not paidobligation to make any required commission payments, and the Seller is not and will not become liable for the payment of, revenue sharing payments or route rental payments under any fees, costs Laundry Lease with respect to amounts collected or expenses of the type referred to in Section 8.2(areceived by Seller). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filingthe Excluded Assets, (iii) suffered all liabilities of Seller other than the attachment Assumed Liabilities or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability any event, act, omission, condition or any other state of facts occurring or existing prior to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional AgreementsClosing Date.

Liabilities. (a) Except as set forth The Station Assets shall be sold and conveyed to Buyer by instruments of conveyance in Part 2.14 form reasonably satisfactory to Buyer and free and clear of the Seller Disclosure Scheduleall mortgages, the Seller has no Liabilitiesliens, except fordeeds of trust, security interests, pledges, restrictions, prior assignments, charges, claims, and encumbrances of any kind or type whatsoever (collectively, "LIENS") except: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial StatementsLiens for real estate taxes not yet due and payable for which Buyer receives a Purchase Price adjustment under Section 1.7; and (ii) Liabilities incurred by the post-Closing obligations of Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations which Buyer will assume under the Assumed Contracts listed in Part 2.13 of the Seller Disclosure Schedule; ((i) and (ivii) collectively, the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule"PERMITTED ENCUMBRANCES"). (b) Part 2.14 Unless specifically assumed by Buyer as of the Closing Date, Buyer will assume and agree to pay for, discharge and perform insofar as they relate to the time period on and after the Closing Date, and arise out of events occurring on or after the Closing Date, all the obligations and liabilities of Seller Disclosure Scheduleunder the Assumed Contracts. Otherwise, Buyer shall not assume or be liable for, and does not undertake to attempt to, assume or discharge: (i) provides an accurate and complete breakdown and aging any liability or obligation of the accounts payable Seller arising out of the Seller as of December 31or relating to any contract, 2004lease agreement, or instrument; (ii) provides an accurate and complete breakdown any liability or obligation of Seller arising out of or relating to any customer deposits employee benefit plan or other deposits held otherwise relating to employment (all employment obligations shall be brought current by the Seller as of the date Closing Date, including the payment of this Agreementall accrued benefits and severance pay and all bonuses, whether or not such benefits or bonuses are due as of the Closing Date); and (iii) provides an accurate and complete breakdown any liability or obligation of Seller arising out of or relating to any litigation, proceeding or claim (whether or not such litigation, proceeding or claim is pending, threatened or asserted before, on or after the Closing Date); (iv) any other liabilities, obligations, debts or commitments of Seller whatsoever, whether accrued now or hereafter, whether fixed or contingent, whether known or unknown; or (v) any claims asserted against either Station or any of the Station Assets relating to any event (whether act or omission) occurring prior to the Closing Date including, without limitation, the payment of all notes payable and other indebtedness of the Seller as of the date of this Agreementtaxes. (c) Except as set forth Buyer shall in Part 2.14 no event assume any liability or obligation arising (i) from the assignment to Buyer of the any contract, lease or agreement in violation of its terms or (ii) from any other breach or default by Seller Disclosure Scheduleupon or prior to Closing under any contract, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs lease or expenses of the type referred to in Section 8.2(a)agreement. (d) Neither the Seller nor any Member hasretains and shall hereafter pay, at any timesatisfy, (i) made a general assignment for the benefit of creditorsdischarge, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of perform and fulfill all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts obligations and liabilities not expressly assumed by Buyer hereunder as they become due, without any charge or (v) taken or been cost to Buyer, and Seller agrees to indemnify and hold Buyer and its successors and assigns harmless from and against any and all such liabilities in accordance with the subject terms of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional AgreementsArticle IX.

Liabilities. (a) Buyer shall enter into an expense limitation agreement with the Xxxxxxxx XX Merger Funds for a period from the Closing Date through March 30, 2020 on terms substantially similar to those of the Expense Limitation Agreement currently in place for the TwinLine Funds. Buyer further agrees to assume Seller’s responsibilities for payments due under its existing contracts with Discovery Data and DST Vision. Except as set forth in Part 2.14 above, Buyer shall not assume or be bound by any liabilities or obligations of Seller of any kind or nature whatsoever, whether known or unknown, liquidated or contingent, or otherwise (collectively, the “Excluded Liabilities”), including any or all of the Seller Disclosure Schedule, following: (a) all liabilities and obligations relating to the Seller has no Liabilities, except for: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule.Excluded Assets; (b) Part 2.14 all Taxes concerning or relating to Seller arising out of or resulting from the sale, transfer, assignment, conveyance, and delivery of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement.Purchased Assets pursuant hereto; (c) Except as set forth all Taxes imposed on, collected by, or withheld with respect to, or in Part 2.14 of any way related to (i) Seller or (ii) the Seller Disclosure Schedule, Purchased Assets with respect to any taxable period (or portion thereof) ending on or prior to the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a).Closing Date; (d) Neither all liabilities and obligations to any employees of Seller; (e) all liabilities and obligations of Seller under any contract, lease, instrument, or other agreement (verbal or written) to which Seller is a party or by which Seller is bound or any amounts due arising out of the termination thereof; and (f) any liability, obligation, claim, action, complaint, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever, against or relating to Seller nor any Member hasor the Purchased Assets, at any timewhether asserted, instituted, or commenced prior to or after the Closing Date, which arises out of, relates to, or results from (i) made a general assignment for the benefit use, ownership or lease of creditorsthe Purchased Assets or operation of the business of Seller on or prior to the Closing Date (including due to non-compliance with applicable Laws), (ii) filedany actions taken or omitted to be taken by Seller on or prior to the Closing Date, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered any continuing business activities of Seller after the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional AgreementsClosing Date.

Liabilities. (a) Except as set forth in Part 2.14 All acts, including any failure to act, relating to the Project and the issuance of the Seller Disclosure ScheduleBonds and the Letter of Credit by any director, the Seller has no Liabilitiesofficer, except for: (i) liabilities identified as such in the "liabilities" columns employee, agent, representative or designee of the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment Credit Institution are performed solely for the benefit of creditorsthe Credit Institution to assure repayment of the Borrower's obligations to the Credit Institution hereunder and under the other Financing Documents and are not for the benefit of the Borrower or the benefit of any other person. Under no circumstances whatsoever shall the Credit Institution, its directors, officers or employees, be deemed to assume any responsibility for, or obligation or duty with respect to, any part or all of the collateral of any nature or kind whatsoever, or in any matter or proceedings arising out of or relating thereto. The Credit Institution shall not be required to take any action of any kind to collect or protect any interest in the collateral, including but not limited to, the collection of the Loan, or to take any action necessary to preserve the Credit Institution's or the Borrower's rights against prior parties to any of the collateral. To the extent permitted by law, the Credit Institution shall not be liable or responsible in any way for the safekeeping, care or custody of any of the collateral, for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of the Borrower or any of its agents or any third party, but the same shall be at the Borrower's sole risk at all times. Neither the Credit Institution nor any of its directors, officers or employees shall be liable or responsible for: (a) the use which may be made of the Letter of Credit or moneys drawn thereunder or for any acts or omissions of the Trustee and any beneficiary in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by the Credit Institution against presentation of documents provided such documents on their face appear to be in order and in compliance with the Letter of Credit; and (d) any other circumstances whatsoever in making or failing to make payment under the Letter of Credit, except only that the Borrower shall have a claim against the Credit Institution, and the Credit Institution shall be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrower which the Borrower proves were caused by (i) the Credit Institution's willful misconduct or gross negligence in determining whether documents presented under the Letter of Credit comply with the terms of the Letter of Credit or (ii) filedthe Credit Institution's willful failure to pay under the Letter of Credit after the presentation to it by the Trustee or a successor trustee of a sight draft and certificate strictly complying with the terms and conditions of the Letter of Credit (absent issuance of a court order purporting to enjoin such payment). In furtherance and not in limitation of the foregoing, the Credit Institution may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary. Except as otherwise provided in this paragraph, the Borrower hereby releases the Credit Institution from any claims, causes of action and demands at any time arising out of or with respect to this Reimbursement Agreement and any actions taken or omitted to be taken by the Credit Institution with respect thereto, and the Borrower hereby agrees to hold the Credit Institution harmless from and with respect to any and all such claims, causes of action and demands. The Borrower further agrees that the Credit Institution shall not be chargeable for any negligence, mistake, act or omission of any accountant, examiner, agent, attorney, receiver or operator contracted for by the Credit Institution in making examinations or investigations, or had filed against itotherwise in perfecting, maintaining, protecting or realizing upon any bankruptcy petition or similar filing, (iii) suffered security for the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been Borrower's obligations hereunder and selected with reasonable care by the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.Credit Institution; provided,

Liabilities. Buyer shall not assume and shall not be responsible to pay, perform or discharge any liabilities or obligations of Seller (collectively, the “Excluded Liabilities”). The Excluded Liabilities shall remain the sole responsibility of, and shall be retained, paid, performed and discharged solely by, Seller and shall include, but not be limited to, the following: a) Except as set forth in Part 2.14 any liability and obligation under any Assigned Contract that arises after the Closing Date but that arises out of or relates to any breach thereof or default thereunder that occurred prior to the Seller Disclosure Schedule, the Seller has no Liabilities, except for: Closing Date; b) any liability for Seller’s Taxes consisting of (i) liabilities identified any Taxes arising as such in the "liabilities" columns a result of Seller’s operation of the audited balance sheet Business or ownership of the Seller included in Purchased Assets or Excluded Assets prior to the Financial Statements; Closing Date, (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 any Taxes that will arise as a result of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 sale of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of Purchased Assets pursuant to this Agreement; Agreement and (iii) provides an accurate any deferred Taxes of any nature; c) any liability and complete breakdown obligation under any Contract not assumed by Buyer hereunder, including any liability arising out of all notes payable or relating to Seller’s credit facilities or any security interests related thereto; d) any default or breach of any Contract, breach of warranty, tort, infringement, violation of law or environmental, health or safety matter, including, without limitation, any arising under any environmental laws or relating to hazardous substances; e) any liabilities and/or violations of applicable laws, rules and other indebtedness regulations relating to ownership and operation of the Seller as water system prior to closing of the date asset purchase under this agreement, including provision of this Agreementwater to customers of Arbor Hills and f) any liability or obligation owed to any current or former shareholder of Seller. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (a) Except as Subject to the terms and conditions set forth herein, on the Closing Date, in Part 2.14 partial consideration for the sale, assignment, transfer and delivery of the Seller Disclosure ScheduleAssets, Buyer shall assume and thereafter pay, perform or discharge fully and timely, effective as of the Seller has no LiabilitiesClosing Date, except for: (i) all liabilities identified as such in the "liabilities" columns and obligations of the audited balance sheet Company arising on or after the Closing Date under or in respect of the Seller included in the Financial Statements; Assumed Contracts, (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31all liabilities and obligations with respect to Taxes for which Buyer is liable under Section 8.4, 2004; (iii) obligations under all liabilities with respect to the Contracts listed in Part 2.13 Note regarding the Xxxx Deere 6430 with a remaining principal balance of the Seller Disclosure Schedule; approximately $25,000.00, and (iv) all liabilities and obligations arising on or after the other Liabilities of Seller listed in Part 2.14 of Closing Date with respect to the Seller Disclosure ScheduleBusiness (collectively, the liabilities and obligations so assumed being referred to as the “Assumed Liabilities”). (b) Part 2.14 Notwithstanding the above or anything to the contrary contained herein, the Buyer is not assuming or becoming liable for, and shall not, by execution or performance of this Agreement, purchase of the Assets or otherwise, become responsible for, be liable with respect to and otherwise be obligated to pay, perform, discharge or guaranty any liability or obligation of Sellers or the Company (whether fixed, absolute, contingent, known, unknown, direct, indirect or otherwise) arising prior to the Closing Date, all of which liabilities, debts and obligations Seller Disclosure Schedule: agrees to pay in accordance with their terms, including, without limitation, the following (the “Non-Assumed Liabilities”): (i) provides an accurate and complete breakdown and aging except as set forth in Section 8.4, any liability or obligation of Seller or the accounts payable of the Seller as of December 31, 2004; Company for Taxes (“Tax Liabilities”); (ii) provides an accurate all liabilities and complete breakdown obligations of Sellers or the Company with respect to any customer deposits employee, independent contractor or other deposits held by the Seller as agent of the date of this Agreement; and Company, including, without limitation, any liability (i) for severance or other employment compensation, (ii) arising under any employment or labor Contract or (iii) provides an accurate and complete breakdown under any pension or other employee benefit plan; (iii) any claims, acts, errors, omissions, losses, damages, costs or liabilities with respect to Sellers, the Company, the Assets, the Company’s trade practices or the business of all notes payable and other indebtedness Company arising or accruing or based on the operation of the Seller as Company’s business prior to the Closing Date or otherwise based on any acts or omissions of Sellers or the date Company made at any time thereafter, including, without limitation, unpaid salary, products liability, environmental, tort, antitrust, unfair competition, business practices liability and similar claims; (iv) the Company’s obligations to customers or third parties with respect to shortages or defects in products, goods or services delivered to customers or third parties prior to Closing; (v) any liability or obligations arising out of this Agreementaccounts payable arising prior to Closing; and (vi) any liability with respect to the line of credit with Farm Credit East. (c) Except On or before the Closing, the Sellers and the Company shall pay in full all Non-Assumed Liabilities required to be paid as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paidClosing Date, and shall thereafter pay such other Non-Assumed Liabilities in the Seller is not and will not become liable for the payment of, any fees, costs or expenses ordinary course of the type referred to in Section 8.2(a)business. (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. At the Closing, Buyer shall assume all liabilities and obligations of Network 40 under Contracts and Leases and all other liabilities and obligations of Network 40 that are set forth on Schedule 2.2(c) (athe "ASSUMED OBLIGATIONS") Except and shall not assume those obligations and liabilities set forth below. Buyer shall not assume or have any liabilities with respect to any obligation or liability of Network 40 that is not included in the Assumed Obligations unless Buyer expressly assumes such obligations, in writing, after the Closing Date. Anything in this Agreement to the contrary notwithstanding, Buyer shall not assume, or in any way be liable or responsible for: (i) any liabilities or obligations of Network 40, or of any stockholders of Network 40 (the "STOCKHOLDERS") for any Taxes, accrued for, applicable to or arising from, or in connection with the consummation of the transactions contemplated herein, other than any sale or transfer Taxes which shall be paid by Buyer; and any liability of Network 40 for the unpaid Taxes of any Person under Treasury Regulation ss.1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (ii) any obligation of Network 40 to indemnify any Person by reason of the fact that such Person was a director, officer, employee or agent of Network 40 or was serving at the request of Network 40 as a partner, trustee, director, officer, employee or agent of another entity, whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such indemnification is pursuant to any statute, charter document, bylaw, agreement or otherwise (for purposes of this Section 2.2(c), each, a "LOSS"); provided, however, that to the extent Buyer or either Company, but not such Person, is indemnified for any such loss after Closing by any insurer, Buyer will indemnify such Person in respect of such loss to the extent of the insurance proceeds actually received but in an amount not more than such Person would have received had the indemnification occurred prior to Closing, and provided further, however, that Buyer shall have no obligation to indemnify any such Person under this Section 2.2(c)(ii) if the act or conduct of the Person giving rise to such loss would have constituted a breach of any of the representations or warranties made by Sellers in this Agreement; (iii) any liability of Network 40 for costs and expenses incurred in connection with this Agreement and the transactions contemplated herein, other than the costs and expenses of Ernst & Young or otherwise as set forth herein; (iv) any intercompany payables or any liabilities or obligations of Network 40 owing to any Affiliate of Network 40 or to any of the other Sellers or any Affiliate or Related Party thereof (but not including intercompany payables between Network 40 and Album Network, on the one hand, and SJS, on the other hand), all of which shall be released on or prior to the Closing Date; (v) any liability or obligation of Network 40 under this Agreement; (vi) any Environmental, Health and Safety Liability arising solely from occurrences or conditions on or prior to the Closing Date, or, for any such liability arising from occurrences or conditions both before and after the Closing, the portion of any such liability caused by occurrences prior to the Closing Date; (vii) any liability or obligation with respect to a violation of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, prior to or arising out of the execution of this Agreement or the Contemplated Transactions or any liability or obligation with respect to a multiemployer plan (as defined in Section 3(37) or 4001(a)(3) of ERISA); and (viii) any liability for any infringement or misappropriation of any Intellectual Property Rights of any other Person prior to the Closing Date; and (ix) any liability or obligation of the kind required to be disclosed on the Balance Sheets in accordance with GAAP that is not expressly set forth in the Balance Sheet, except those which may arise with respect to the period after the Closing Date under the Contracts and Leases and as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has no Liabilities, except for: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(aSchedule 2.2(c). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. Except for the liabilities and obligations listed on Schedule B (a) Except hereinafter collectively referred to as set forth the "Assumed Liabilities"), the Purchaser shall assume no liabilities or other obligations, commercial or otherwise, of Seller, known or unknown, fixed or contingent, choate or inchoate, liquidated or uxxxxxxdated, secured or unsecured or otherwise. A. Without in Part 2.14 any way limiting the generality of the foregoing, Purchaser shall not assume any obligation or liability of Seller Disclosure Schedule, with respect to the Seller has no Liabilities, except for: following (i) liabilities identified as such in any transaction involving Seller occurring after the "liabilities" columns of the audited balance sheet of the Seller included in the Financial StatementsClosing Date; (ii) Liabilities incurred by the any liability of Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31for federal, 2004state or local taxes, fees, assessments or other similar charges (including without limitation income taxes, real estate taxes, payroll taxes and sales taxes); (iii) obligations under any liability for services performed by Seller on or prior to the Contracts listed in Part 2.13 of the Seller Disclosure ScheduleClosing Date; and (iv) the other Liabilities except as expressly provided in this Agreement, any responsibility of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31with respect to salary, 2004; (ii) provides an accurate and complete breakdown of any customer deposits wages, vacation pay, savings plans, severance pay, deferred compensation, or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment obligations for the benefit of creditorsany employee of Seller, including pension benefits accrued (ii) filedvested or unvested), or had filed against it, any bankruptcy petition or similar filing, (iii) suffered arising out of their employment through the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or Closing Date for which Seller shall be liable; (v) taken any liability or been obligation incurred in connection with or related to the subject transfer of the Assets pursuant hereto including, but not limited to sales taxes, transfer taxes or stamp taxes; (vi) any liability of any action that may have an adverse effect on its ability kind whatsoever resulting from the failure of Seller to comply with the requirements of all applicable building, fire, zoning and environmental laws, laws relating to occupational health and safety and other laws applicable to Seller or perform any the conduct of its covenants or obligations business; (vii) any liability under any Assumed Contract to the extent such liability arises out of Seller's failure to perform its obligations thereunder to the extent performance is due on or prior to the Closing Date; (viii) any liability of Seller to Seller's stockholders or their relatives or friends; (ix) any indebtedness of Seller to any banks or other lending institutions; (x) liabilities in respect of any pension, profit sharing or other employee benefit plan (as defined in Section 3(3) of the Transactional AgreementsEmployee Retirement Income Security Act of 1974, as amended ("ERISA") of Seller; and (xi) any liability, obligation or account payable of Seller not listed on Schedule 2(e).

Liabilities. (a) Except as set forth The Purchaser shall assume no liabilities or other obligations, commercial or otherwise, of Seller, known or unknown, fixed or contingent, choate or inchoate, liquidated or unliquidated, secured or unsecured xx xxherwise, except for any taxes that may become due on or about the time of Closing, but not to exceed $1,000. A. Without in Part 2.14 any way limiting the generality of the foregoing, Purchaser shall not assume any obligation or liability of Seller Disclosure Schedule, with respect to the Seller has no Liabilities, except for: following (i) liabilities identified as such in any transaction involving Seller occurring after the "liabilities" columns of the audited balance sheet of the Seller included in the Financial StatementsClosing Date; (ii) Liabilities incurred by the any liability of Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31for federal, 2004state or local taxes, fees, assessments or other similar charges (including without limitation income taxes, real estate taxes, payroll taxes and sales taxes); (iii) obligations under any liability for services performed by Seller on or prior to the Contracts listed in Part 2.13 of the Seller Disclosure ScheduleClosing Date; and (iv) the other Liabilities any responsibility of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31with respect to salary, 2004; (ii) provides an accurate and complete breakdown of any customer deposits wages, vacation pay, savings plans, severance pay, deferred compensation, or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment obligations for the benefit of creditorsany employee of Seller, including pension benefits accrued (ii) filedvested or unvested), or had filed against it, any bankruptcy petition or similar filing, (iii) suffered arising out of their employment through the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or Closing Date for which Seller shall be liable; (v) taken any liability or been obligation incurred in connection with or related to the subject transfer of the Assets pursuant hereto including, but not limited to sales taxes, transfer taxes or stamp taxes; (vi) any liability of any action that may have an adverse effect on its ability kind whatsoever resulting from the failure of Seller to comply with the requirements of all applicable building, fire, zoning and environmental laws, laws relating to occupational health and safety and other laws applicable to Seller or perform any the conduct of its covenants or obligations business; (vii) any liability under any Assumed Contract to the extent such liability arises out of Seller's failure to perform its obligations thereunder to the extent performance is due on or prior to the Closing Date; (viii) any liability of Seller to Seller's stockholders or their relatives or friends; (ix) any indebtedness of Seller to any banks or other lending institutions; (x) liabilities in respect of any pension, profit sharing or other employee benefit plan (as defined in Section 3(3) of the Transactional AgreementsEmployee Retirement Income Security Act of 1974, as amended ("ERISA")) of Seller.

Liabilities. 10.1 Until all Indebtedness and Liabilities of the Borrower to the Lenders and the Agent under the Facility Agreement and to the Security Trustee under the Principal Indemnity (the “Senior Liabilities”) have been paid, discharged or satisfied in full (and notwithstanding payment of a dividend in any liquidation or under any compromise or arrangement): (a) Except as set forth in Part 2.14 the Sponsor undertakes that without the prior written consent of the Seller Disclosure ScheduleAgent acting on the instructions of the Majority Lenders, it will not and that it shall ensure that the Seller has no Liabilities, except for: Shareholders (excluding Sivukile for so long as Sivukile is not a Sponsor) (or any one of them) will not: (i) liabilities identified as such in exercise its rights of subrogation, reimbursement and indemnity against the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; Borrower or any other Person liable; (ii) Liabilities incurred by the Seller in bona fide transactions entered into except as otherwise provided in the Ordinary Course Facility Agreement, demand or accept repayment in whole or in part of Business since December 31, 2004; the Subordinated Liabilities or any Indebtedness now or hereafter due to the Sponsor from the Borrower or from any other Person liable (including without limitation any fees or other remuneration for services) or demand or accept any Collateral Instrument in respect of the same or dispose of the same; (iii) obligations under take any step to enforce any right against the Contracts listed Borrower or any other Person liable in Part 2.13 respect of any of the Seller Disclosure Schedule; and Subordinated Liabilities; (iv) claim any set-off or counterclaim against the Borrower or any other Person liable or claim or prove in competition with the Agent or any of the Lenders or the Security Trustee in the liquidation of the Borrower or any other Person liable or have the benefit of, or share in, any payment from or composition with, the Borrower or any other Person liable or any other Collateral Instrument now or hereafter held by the Agent or any of the Lenders or the Security Trustee for any Indebtedness or Liabilities of the Borrower or any other Person liable but so that, if so directed by the Agent, it will prove for whole or any part of its claim in the liquidation of the Borrower on terms that the benefit of such proof and of all money received by it in respect thereof shall be held in trust for the Lenders and/or the Agent and/or the Security Trustee and applied in or towards discharge of the Indebtedness and Liabilities of the Borrower in such manner as the Agent shall deem appropriate; (v) take any step or action which will result in the Borrower creating any Encumbrance over all or part of its present or future assets in breach of the Facility Agreement or which will result in an Event of Default or Potential Event of Default by the Borrower under the Facility Agreement; or (vi) take any step or action which will result in the Borrower creating any Encumbrance over any right or asset in respect of which security is granted to the Security Trustee. 10.2 The Sponsor shall whenever the Agent so requests certify to the Agent the balance owing to the Sponsor in the relevant Sponsor Subordinated Loan Account. 10.3 If the Borrower or any other Person liable is placed under judicial management, wound-up or makes an arrangement in favour of creditors (other than the Lenders) or if in any circumstances sums become payable or are paid to the Sponsor which ought to have been paid to the Lenders or which the Sponsor is liable to pay to the Lenders hereunder in or toward discharge of the Subordinated Liabilities, the Sponsor agrees that if it receives any such sum, it will pay to the Agent for the account of the Lenders or to the Security Trustee as the case may be, to be applied in or towards discharge of the Senior Liabilities, an amount equal to that it receives in respect of the Subordinated Liabilities (and pending such application shall hold the same in trust for the Agent and the Lenders and the Security Trustee) to the extent that the Sponsor shall not receive any payment for, repayment of or benefit in respect of the Subordinated Liabilities until the Senior Liabilities shall have been paid or discharged in full unless otherwise provided for in the Facility Agreement. 10.4 This clause 10 shall remain in force until the Senior Liabilities have been paid or discharged in full or until determined by mutual consent in writing of all parties to this Agreement and shall not be affected by variation to or extension of the Facility Agreement or change in the nature of fluctuation in the amount of the Subordinated Liabilities or the Senior Liabilities or by any change in the constitution of the Borrower or in the name or style thereof or by the Agent or the Lenders or the Security Trustee giving time for payment or indulgence or by the Agent or the Lenders or the Security Trustee now or hereafter dealing with, exchanging, releasing, modifying or abstaining from perfecting or enforcing any of the Security Documents, any Collateral Instrument, other agreement or other security or any rights which it may now or hereafter have or compounding with any Person liable. 10.5 If the Borrower is wound-up, whether provisionally or finally and whether voluntarily or compulsorily, the Subordinated Liabilities and any other claim which the Sponsor may have against the Borrower shall be and remain subordinated to the claims of the Lenders and/or the Agent and/or the Security Trustee under the Facility Agreement, any of the other Liabilities of Seller listed in Part 2.14 Project Documents, the Security Documents and under this Agreement and : (a) the Agent is hereby irrevocably authorised for and on behalf of the Seller Disclosure Schedule.Sponsor to claim, enforce and prove for any of the claims so subordinated and to receive all distributions applied in satisfaction of any of those claims; (b) Part 2.14 if and to the extent that the Agent is not entitled to do or carry out any action referred to in clause 10.5 above, the Sponsor will do and/or carry out such actions in good time and in accordance with the directions of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement.Lenders; (c) Except as set forth to the extent that the Sponsor receives any distribution, in Part 2.14 of cash or in kind, it will hold that distribution in trust for the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not Agent and will not become liable on demand transfer it to the Agent for application to the payment ofLenders and/or the Security Trustee, any fees, costs or expenses of as the type referred to in Section 8.2(a)case may be. (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (a) Except a. Subject to the terms and conditions of this Agreement, Buyer shall, as set forth in Part 2.14 of the Closing Date, accept assignment from Seller Disclosure Scheduleand thereafter assume pay, perform or discharge in accordance with their terms the following obligations and liabilities of Seller (collectively, the Seller has no "Assumed Liabilities, except for: "): (i) liabilities identified as such in the obligations of Seller under the executory contracts and unexpired leases specifically described on Exhibit B(i) hereto (the "liabilities" columns Executory Contracts") that, by the terms of such Executory Contracts, arise after Closing, relate to periods following the audited balance sheet of Closing and are to be observed, paid, discharged, or performed, as the case may be, in each case at any time after the Closing Date, which obligations shall not include such amounts for which Seller included is responsible as provided in the Financial Statements; this Agreement, and (ii) Liabilities incurred by the other obligations and liabilities of Seller specifically described on Exhibit B(ii) hereto which are to be observed, paid, discharged or performed, as the case may be, at any time after the Closing Date. b. Notwithstanding anything to the contrary contained herein, Buyer shall not assume, or in bona fide transactions entered into in any way be liable or responsible for, any other obligations and liabilities of Seller (whether accrued or contingent or due or not due) which are not specifically assumed herein, and such obligations and liabilities shall be and remain the Ordinary Course obligations and liabilities of Business since December 31, 2004; (iii) obligations Seller to pay and/or discharge. Seller shall be solely and exclusively responsible for the payment of any Cure Amounts due under the any Executory Contracts listed in Part 2.13 on Exhibit B, which shall be paid out of the Seller Disclosure Schedule; and (ivCure Amount Escrow as provided in Section 3.1(b) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) c. Except as specifically set forth on Exhibit B or Exhibit C, notwithstanding anything to the contrary contained in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in this Section 8.2(a). (d) Neither the Seller nor any Member has2.2, at any timetime prior to the Competing Bid Deadline, Buyer, upon notice to Seller, shall be entitled to (i) made a general assignment for the benefit of creditors, elect not to assume any Executory Contract listed on Exhibit B and (ii) filedelect to assume any executory contract or unexpired lease set forth on Exhibit C. In the event Buyer makes an election not to assume any Executory Contract listed on Exhibit B, such Executory Contract shall be removed from Exhibit B and added to Exhibit C. In the event Buyer makes an election to assume any executory contract or had filed against itunexpired lease set forth on Exhibit C, such executory contracts and unexpired leases shall be removed from Exhibit C and added to Exhibit B. d. Prior to the Auction, in the event Seller requests that Buyer assume any bankruptcy petition or similar filingcontract other than the Executory Contracts listed on Exhibit B, Buyer may elect to assume such contract within ten (iii10) suffered days following the attachment or other judicial seizure date on which Seller makes such request and provides Buyer with a copy of such contract and any and all or a substantial portion of its assets, (iv) admitted documents that Buyer requests related to such contract. In the event Buyer notifies Seller in writing its inability that Buyer elects to pay its debts as they become dueassume such contract, or such contract shall be added to Exhibit B, and shall be deemed an Executory Contract for all purposes under this Agreement. In the event Buyer does not deliver a written notice of election to Seller within such ten (v10) taken or been the subject of any action that may have an adverse effect on its ability day period, such contract shall be added to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.Exhibit C.

Liabilities. Buyer shall not assume or be bound by any duties, ----------- responsibilities, obligations or liabilities of Seller, the Stockholders, the Business or the Centers of any kind or nature, known, unknown, contingent or otherwise (including, without limitation, any benefit plan maintained by Seller, any trade payables, any professional fees, any malpractice, liability or other claims, arising from any facts or circumstances or action or inaction occurring prior to the Closing Date or any obligations relating to contracts or agreements not assumed by Buyer), except as specifically set forth on Schedule 1.4 annexed ------------ hereto. Without limiting the generality of the foregoing, it is expressly agreed that Buyer does not assume, undertake or accept any debts, duties, obligations, responsibilities or liabilities of Seller, the Stockholders, or any of their respective Affiliates with respect to: (a) Except as set forth in Part 2.14 of the Seller Disclosure ScheduleSeller's, the Seller has no LiabilitiesStockholders', except for: and/or any of their respective Affiliates' Provider Participation Agreement(s) with the federal Medicare Program (i) liabilities identified as such "Participation Agreements"), including without limitation, any debt, liability or obligation of Seller, the Stockholders, and/or any of their respective Affiliates of any kind or nature, whether absolute, accrued, contingent or otherwise, which arise under or in connection with the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure ScheduleParticipation Agreements; and (ivb) any liability or obligation of Seller, the Stockholders, and/or any of their respective Affiliates for any overpayment, discount, refund, adjustment or penalties ("Overpayment") in connection with Medicare, Medicaid or any other Liabilities reimbursement program or third party payer based upon or relating to services provided by the Seller, the Stockholders, and/or any of Seller listed in Part 2.14 their respective Affiliates on or before the Closing Date. All of the foregoing liabilities retained by Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type Stockholders are herein referred to as "Retained Liabilities" and such liabilities expressly assumed by Buyer in Section 8.2(a)Schedule 1.4 are herein referred to as "Assumed Liabilities. (d) Neither " Seller and the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed Stockholders hereby agree to indemnify and hold Buyer harmless against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional AgreementsRetained Liabilities.

Liabilities. Except for the Contract Liabilities (as defined below), ----------- Buyer shall not assume or be bound by any obligations or liabilities of Seller or any affiliate of Seller of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whether now existing or hereafter arising whatsoever (the "Excluded Liabilities"). Seller shall be responsible for and pay any and all losses, damages, obligations, liens, assessments, judgments, fines, disposal and other costs and expenses, liabilities and claims, including, without limitation, interest, penalties and reasonable fees of counsel, engineers and experts, as the same are incurred, of every kind or nature whatsoever (all the foregoing being a "Claim" or the "Claims"), made by or owed to any person to the extent any of the foregoing relates to (a) Except as set forth in Part 2.14 the Excluded Assets, (b) the Excluded Liabilities or (c) with the exception of the Seller Disclosure ScheduleContract Liabilities, the Seller has no Liabilitiesoperations or assets of the Business and arises in connection with or on the basis of events, except for: acts, omissions, conditions or any other state of facts occurring or existing prior to or on the Closing Date (including, in each case, without limitation, any Claim relating to or associated with tax matters, pension and benefits matters, any failure to comply with applicable laws and/or permitting or licensing requirements, environmental and worker health and safety matters). Upon the sale and purchase of the Subject Assets, Buyer agrees to perform in accordance with their terms (i) liabilities identified as such in the "liabilities" columns obligations of Seller arising under the audited balance sheet of Contracts from and after the Seller included in the Financial Statements; Closing, and (ii) Liabilities incurred by those liabilities specified in Schedule 1.2 (collectively, the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 "Contract Liabilities"). The assumption of the ------------ Contract Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller Disclosure Schedule; or any of their respective affiliates or subsidiaries. No parties other than the Buyer, the Parent, the Stockholders and (iv) Seller shall have any rights under this Agreement. Notwithstanding anything contained in this Section 1.2 to the other Liabilities contrary, the only liabilities and obligations of Seller listed in Part 2.14 of existing on or prior to the Seller Disclosure ScheduleClosing Date (including, without limitation, contractual liabilities and obligations) to be assumed by Buyer under this Agreement are the Contract Liabilities. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (a) Except as As additional consideration hereunder, on the Orlando Closing Date, and subject to the conditions provided in Articles III and IX hereof, the Buyer will assume and agree to pay, perform and discharge when due, all obligations of TI under the contracts set forth in Part 2.14 of Schedules 1.01(a)(ii) and 1.01(a)(iii) hereto, in each case solely to the Seller Disclosure Schedule, extent to be performed after the Seller has no Liabilities, except for: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure ScheduleOrlando Closing Date. (b) Part 2.14 Notwithstanding anything else to the contrary contained herein, Buyer is not assuming and shall not be liable for any liabilities of the Seller Disclosure Schedule: Sellers which shall not have been assigned to or assumed by Buyer pursuant to this Agreement, including liabilities (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004for indebtedness for borrowed money; (ii) provides an accurate and complete breakdown by reason of or arising out of any customer deposits default or other deposits held breach by Sellers of any contract relating to any period prior to the Orlando Closing Date, for any penalty against either Seller as under any contract relating to any period prior to the Orlando Closing Date, or relating to or arising out of any event occurring prior to the date Orlando Closing Date which with the passage of time or after giving of notice, or both, would constitute or give rise to such a breach, default or penalty, whether or not such contract is being assigned to and assumed by Buyer pursuant to this Agreement; and (iii) provides an accurate the existence of which would conflict with or constitute a breach of any representation, warranty or agreement of Sellers contained herein; (iv) for fees and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or 12.03 hereof; (v) taken relating to the execution, delivery and consummation of this Agreement or been the subject Ancillary Agreements (as defined below) and the transactions contemplated hereby and thereby, including, without limitation, any and all Taxes incurred as a result of the sale contemplated by this Agreement; (vi) for any Taxes accrued or incurred prior to the Orlando Closing Date or relating to any period (or portion of a period) prior thereto; (vii) relating to or arising out of any action violation of any Environmental Law or any other Law relating to health and safety of the public or the employees of Sellers prior to the Orlando Closing Date; (viii) relating to, or arising out of, services rendered by Sellers, or the conduct or operation of the Orlando Business prior to the Orlando Closing Date (except to the extent Buyer has agreed to reimburse Sellers for such expenses); and (ix) of Sellers arising under or pursuant to this Agreement or the Ancillary Agreements; and provided further, that may Buyer shall have an adverse effect on its ability the right not to comply assume any contract if any party to such contract is in breach thereof or default thereunder as of the Orlando Closing Date or there has occurred any event which with the passage of time or perform after giving of notice, or both, would become such a breach or default. Buyer shall not assume or be bound by any liabilities of its covenants Sellers, except as expressly assumed by it pursuant to this Agreement. Sellers hereby agree to indemnify and hold Buyer harmless from and against any and all liabilities of Sellers not agreed to be assumed by Buyer pursuant to this Agreement. Nothing contained in this Section 2.01 shall relieve or release Sellers or Buyer from any obligations under any of the Transactional Agreementscovenants, warranties or agreements contained in this Agreement.

Liabilities. Except as otherwise expressly stated in this Agreement, Seller shall retain, and shall pay and discharge, all Liabilities to the extent relating to or arising out of the use, ownership or operation of the Assets prior to the Effective Time. Notwithstanding anything to the contrary contained herein, Buyer shall not assume, or in any way be liable or responsible for, any Liabilities of Seller (whether accrued or contingent or due or not due) which are not expressly stated in this Agreement. Without limiting the generality of the foregoing, Seller's retained Liabilities shall include: (a) The full amount of the Quality Bank Liability (for the avoidance of doubt, this Section 2.3(a) in no way applies to any Liability to the extent relating to or arising from measurements or differences in quality or value of substances received from and/or injected into TAPS after the Effective Time, whether due as a result of normal operations, FERC and/or the Regulatory Commission of Alaska and/or or other Governmental Authority decision or judgment, legal settlement, or other Contract); (b) Any Liability to which Seller or its Affiliates or Buyer or its Affiliates may become subject in connection with purchases of royalty oil from the State of Alaska prior to the Effective Time; (c) Any Liabilities arising from, relating to or incident to the Excluded Assets; (d) Seller's accounts payable as of the Effective Time; and (e) Except as set forth otherwise expressly stated in Part 2.14 this Agreement, any Liabilities arising from, relating to or incident to the possession, use, ownership, operation or existence of the Assets, and any Liability, warranty or indemnity of Seller or its Affiliates arising from, relating to or incident to the Assets (whether by statute, Contract, tort or otherwise) that arises from, relates to or is incident to the period prior to the Effective Time, including all of the Liabilities associated with, resulting from or incident to: (i) any assets, properties, Contracts or other interests of Seller or its Affiliates; (ii) except as described in Section 2.3(e)(ii) of the Disclosure Schedule, any Liabilities under any Contract of Seller to the extent accruing before the Effective Time; (iii) a breach or violation (or acts, events or circumstances with which notice or passage of time would constitute a breach or violation) of any Contract that is part of the Assets prior to the Effective Time by Seller has no Liabilitiesor its Affiliates; (iv) nonpayment of any accrued expenses, fees or amounts due under any Contract that is part of the Assets by Seller or its Affiliates, which amounts accrued or were otherwise due prior to the Effective Time; (v) personal injuries, bodily injury, sickness or disease that arises out of or relates to events, circumstances or occurrences prior to the Effective Time (including any arising from or relating to any exposure or contact with any allegedly injurious or Hazardous Materials) and relating to or arising out of the possession, use, ownership or operation of the Assets prior to the Effective Time, except forto the extent that such Liabilities are caused or contributed to by Buyer's operations, actions or omissions after the Effective Time; (vi) property losses or damages to the extent the alleged property loss or damage occurred before the Effective Time or arises out of, or relates to, the possession, use, ownership or operation of the Assets prior to the Effective Time, except to the extent that such Liabilities are caused or contributed to by Buyer's operations, actions or omissions after the Effective Time, and any and all ongoing insurance premiums, taxes, assessments, indemnification obligations, loss payment obligations and all other costs and expenses related to any insurance policies procured by Seller or its Affiliates prior to the Effective Time; (vii) any assets, products, employees or operations of Seller or its Affiliates not included in the Assets or any facilities, businesses or entities previously divested, sold or otherwise discontinued by Seller, its Affiliates, or their respective predecessors; (viii) any failures by Seller or its Affiliates to comply with any Legal Requirement prior to the Effective Time, including any currently pending or Threatened litigation and any fines or penalties imposed on Seller or its Affiliates, or with respect to any of the Assets by a Governmental Authority; (ix) any payment obligations of Seller or its Affiliates for goods delivered or services rendered before the Effective Time, any and all costs for title reports and surveys, and any other operating expenditures, associated overhead expenses and accounts payable to the extent relating to the possession, use, ownership, or operations of the Assets for periods up to the Effective Time; (x) any Liabilities relating to any of Seller's or its Affiliates' employees or former employees or the employees or former employees of any ERISA Affiliate, including, without limitation, compensation and Liabilities under the Plans or any employee benefit plans sponsored or maintained by Seller, its Affiliates, or any ERISA Affiliate, including any liability: (i) liabilities identified as such in the "liabilities" columns under Title IV of the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditorsERISA, (ii) filed, or had filed against it, any bankruptcy petition or similar filingwith respect to the continuation coverage requirements of COBRA, (iii) suffered with respect to any noncompliance with ERISA, the attachment Code or any other judicial seizure of all applicable Legal Requirements, or a substantial portion of its assets, (iv) admitted in writing with respect to any suit, proceeding or claim that is brought regarding any such Plan or any fiduciary or former fiduciary of any such Plan; (xi) Seller's or its inability Affiliates' employment or termination of employment of their respective employees and Liabilities of Seller or any Affiliate for noncompliance with Legal Requirements related to pay its debts as they become dueor their employees, including HIPAA; (xii) with respect to any infringement or misappropriation, or (v) taken claims of infringement or been the subject misappropriation, of any action that may have an adverse effect Intellectual Property rights of any Person resulting from or related to the Assets for periods up to the Effective Time; (xiii) any Liability of Seller or its Affiliates related to Taxes; (xiv) litigation, claims or suits relating to the Assets pending or Threatened as of the Effective Time, or related to or arising out of any period up to the Effective Time, including any litigation disclosed in, or arising from, the matters set forth in Section 4.10 of the Disclosure Schedule; (xv) any Liens on its ability to comply with the Assets, other than the Permitted Liens; (xvi) any of Seller's or perform any of its covenants Affiliates' Indebtedness, including any inter-company Indebtedness; (xvii) Environmental Liabilities to the extent arising in, relating to or obligations under any accruing in periods up to and including the Effective Time, other than the Environmental Liabilities set forth on Section 10.2(a)(iv) of the Transactional AgreementsDisclosure Schedule; (xviii) Seller's obligation to repay TAPS linefill borrowed from the State of Alaska; and (xix) Seller's obligation to deliver jet fuel owned by Federal Express.

Liabilities. (a) Except as set forth otherwise specifically ----------- provided in Part 2.14 this Section 5.6, the Buyer shall be solely responsible for any Losses in respect of any Business Employee in relation to or arising out of employment after the Closing and the Buyer shall defend, indemnify and hold the Seller or its Affiliates harmless therefrom pursuant to Article VIII hereof. For the avoidance of doubt, the Buyer shall be solely responsible for any Losses (A) in respect of any Business Employee arising out of any failure of the Buyer and/or its Affiliates to comply with their obligations under this Section 5.6, (B) in respect of any Business Employee, arising in connection with or as a result of any employment-related claim as a result of the consummation of the Transactions, (C) in respect of any Transferred Employee, with respect to his or her employment with the Buyer and/or its Affiliates from and after the Closing, (D) in respect of any European Business Employee pursuant to Section 5.6(a)(ii)(2) irrespective of whether such European Business Employee has accepted employment with the Buyer or its Affiliates, (E) otherwise arising out of the employment or termination of employment of any Business Employee regardless of whether or not they transfer to the Buyer (including any severance payments payable in connection therewith), (F) otherwise arising from any breach by the Buyer and/or its Affiliates (whether before or after the date of transfer) of the Directive or equivalent domestic legislation of the jurisdiction in which a European Business Employee is employed, and (G) otherwise arising out of the employment or termination of employment of any Transferred Employee with the Buyer or its Affiliates from and after the Closing. Except as otherwise provided in this Section 5.6, the Seller shall be solely responsible for any Losses in respect of any Business Employee in relation to employment prior to the Closing and shall indemnify and hold harmless the Buyer and its Affiliates with respect thereto. The Buyer shall be solely responsible for any retention bonuses ("Variable Incentive" payments) payable to the Business Employees in connection with the Transactions and described on Schedule 2 to the Employee Letter (which retention bonuses are payable on the first anniversary of the Closing) and all other bonuses payable in respect of the period after Closing (without limiting the provisions of Section 5.6(e)); provided, however, that the Seller shall be solely -------- ------- responsible for the bonuses payable pursuant to paragraph 2 of the agreements listed on Schedule 4 to the Employee Letter, which bonuses are payable 30 days after the Closing. However, for the avoidance of doubt, the Seller and its Affiliates shall be solely responsible for any Losses in respect of any Business Employee arising out of any failure of the Seller Disclosure Schedule, the Seller has no Liabilities, except for: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statements; (ii) Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability Affiliates to comply with or perform any of its covenants or their obligations under this Section 5.6 (other than where such failure also arises in whole or in part as a result of any act or omission of the Transactional AgreementsBuyer or its Affiliates).

Liabilities. (a) Except as set forth in Part 2.14 Buyer shall assume, at the Closing, the following obligations and liabilities (individually an “Assumed Liability” and collectively the “Assumed Liabilities”): (i) the liabilities and obligations of the Seller Disclosure ScheduleEntities under the Transferred Contracts and the Assumed Orders, but only to the extent such obligations: (A) are to be performed after the Closing; (B) do not arise from or relate to any breach by the Seller Entities of any provision of any of the Transferred Contracts; and (C) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing that, with notice or lapse of time, would (and only to the extent they would) constitute or result in a breach by the Seller Entities, Buyer or any of their respective Affiliates of any of the Transferred Contracts (the “Contract Liabilities”), and (ii) trade accounts payable (except for those arising from purchases of, or otherwise arising from or related to purchases of, Inventory, materials, components and the like) and accrued expenses of the Seller Entities as listed on Schedule 1.2(a)(ii) as and to the extent included in the determination of Working Capital pursuant to Section 2.3 hereto (“Assumed Payables”) (iii) any current liability reflected on the Closing Statement or similar liabilities incurred after the date of the Closing Statement in the ordinary course of business, to the extent (A) it remains as a liability of the Business on the Closing Date and is not yet due and payable on such date, and (B) that it is included in the determination of Working Capital pursuant to Section 2.3 hereto; (iv) all current liabilities arising after the Closing Date directly relating to warranty and product liability claims, rebate programs and returned products directly relating to the Business (subject to Section 1.2(b) below); (v) all liabilities relating to the each of the Transferred Second Territory Employees after their respective start dates; and (vi) all liabilities arising out of or directly relating to ownership or operation of the Business or the Transferred Assets after the Closing. Notwithstanding anything in this Agreement to the contrary, except as provided in any Ancillary Agreement, the Seller has no LiabilitiesAssumed Liabilities shall not include, except for: and Buyer shall not assume and shall not pay or be liable for (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statementsany liability under any Excluded Contract or any contract other than a Transferred Contract or an Assumed Order; (ii) Liabilities incurred by any liability with respect to Taxes of the Seller in bona fide transactions entered into in Entities or Taxes attributable to the Ordinary Course of Excluded Assets or Excluded Business since December 31, 2004for any period; (iii) obligations under any Taxes attributable to the Contracts listed Transferred Assets and the Business arising from or relating to any period (or a portion of any period) ending on or before the Closing for the Business; and any Taxes arising as a result of, or relating to, the transactions contemplated hereby except as otherwise expressly provided in Part 2.13 Section 1.8 hereof; (iv) any liability to any current or former employee or independent contractor (to the extent not a party to a Transferred Contract) of the Seller Disclosure ScheduleEntities or any of its Affiliates arising, in respect of Transferred Employees, prior to their respective Start Dates (as defined below) and in respect of all other former and current employees or independent contractors (to the extent not a party to a Transferred Contract) of the Seller Entities or their Affiliates, at any time before the Closing Date; (v) any liability under any employee benefit plans or arrangements or Employee Plans of the Seller Entities or any of their Affiliates; and (ivvi) any liability to the other Liabilities extent relating to any period of Seller listed in Part 2.14 time prior to and including the consummation of the Closing. The assumption of the Assumed Liabilities by Buyer shall not enlarge any rights of third parties under contracts or arrangements with Buyer or the Seller Disclosure ScheduleEntities or any of their respective Affiliates or subsidiaries. No parties other than Buyer and the Seller Entities shall have any rights under this Agreement. Except as otherwise provided for in the Transaction Documents, Buyer shall be responsible for liabilities and obligations directly arising from, relating to or resulting from the ownership and operation of the Business after the Closing Date. (b) Part 2.14 Except for the Assumed Liabilities, Buyer shall not assume or be bound by any obligations or liabilities of the Seller Disclosure Schedule: Entities or any Affiliate of the Seller Entities of any kind or nature whatsoever, whether known, unknown, accrued, absolute, contingent or otherwise, now existing or hereafter arising (the “Excluded Liabilities”). Except for the Assumed Liabilities, the Seller Entities shall be responsible for and pay any and all obligations and liabilities of every kind or nature whatsoever relating to (i) provides an accurate and complete breakdown and aging of their operations prior to the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.Closing,

Liabilities. (a) Except Company shall not assume any Liabilities of Contributor or the Business other than with respect to the Assumed Contracts, and then (i) only to the extent any such Liability relates solely to periods after the Effective Time and (ii) excluding any Liability with respect to any Assumed Contract arising as set forth in Part 2.14 a result of any breach, default, violation, act or omission that occurred at or prior to the Effective Time (collectively, the “Assumed Liabilities”). (b) Contributor is to remain solely responsible for all of the Seller Disclosure ScheduleRetained Liabilities. Contributor shall retain and timely pay, perform and discharge in the ordinary course of business consistent with past practices all of the Retained Liabilities, and shall take all other actions and do all things necessary to ensure that Company is not liable for any of the Retained Liabilities. Without limiting the foregoing, the Seller has no Liabilities, except forRetained Liabilities of Contributor shall expressly include: (i) liabilities identified as such in the "liabilities" columns any Liability of the audited balance sheet Contributor or any Owner relating to Taxes of the Seller included in the Financial Statementsany kind or nature incurred for any taxable period (or portion thereof); (ii) Liabilities incurred any Liability for services rendered by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004Contributor; (iii) obligations under any Liability of Contributor or any Owner arising as a result of or out of any claim, legal or equitable action, proceeding or investigation pertaining to or relating in any way to the Contracts listed in Part 2.13 of Business or the Seller Disclosure ScheduleAcquired Assets occurring prior to the Closing Date; and (iv) any Liability of Contributor or any Owner in connection with the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits making or other deposits held by the Seller as of the date performance of this Agreement, including any legal, brokerage or other types of fees, costs or expenses incurred from any third party service provider or advisor; (v) any Liability of Contributor related to or arising from Indebtedness; and (iiivi) provides an accurate and complete breakdown any Liability of all notes payable and other indebtedness of any kind or nature, whenever arising or accruing, relating to the Seller as of the date of this AgreementExcluded Assets. (c) Except as set forth Notwithstanding anything to the contrary in Part 2.14 this Agreement, no Contributor Contracts shall be deemed transferred or assigned to Company pursuant to this Agreement if the attempted transfer or assignment thereof to Company without the consent or approval of any other Person would be ineffective or would constitute a breach of contract or a violation of any Legal Requirement, and such consent or approval is not obtained at or prior to the Seller Disclosure ScheduleClosing. In such case (i) the beneficial interest in or to such Contributor Contracts (collectively, the Seller has not paid“Beneficial Rights”) shall in any event pass at the Closing to Company under this Agreement, and (ii) pending such consent or approval, Company shall discharge the obligations of Contributor under such Beneficial Rights (to the extent such obligations are Assumed Liabilities) as agent for Contributor, and Contributor shall act as Company’s agent in the receipt of any benefits, rights or interest received from the Beneficial Rights. Contributor, the Owners, and the Seller is not Holders’ Agent shall use their respective commercially reasonable efforts (and will not become liable for bear their respective costs of such efforts) to obtain and secure all consents and approvals that may be necessary to effect the payment of, any fees, costs legal and valid transfer or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability Contributor Contracts underlying the Beneficial Rights to comply with or perform Company without any of its covenants or obligations under change in any of the Transactional Agreementsmaterial terms or conditions of such Contributor Contracts, including their formal assignment or novation, if advisable. Contributor, the Owners, and the Holders’ Agent shall make or complete such transfers as soon as reasonably possible and cooperate with Company in any other reasonable arrangement designed to provide for Company the benefits of such Contributor Contracts, properties, rights and assets, including enforcement at the cost and for the account of Company of any and all rights of Contributor against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise, and to provide for the discharge of any Liability under such Contributor Contracts, to the extent such Liability constitutes an Assumed Liability. If and to the extent an arrangement acceptable to Company with respect to Beneficial Rights cannot be made, then Company, upon written notice to Contributor, shall have no obligation under this Agreement or otherwise with respect to any such Contributor Contract, and such Contributor Contract shall not be deemed to be an Acquired Asset and the related Liability shall not be deemed an Assumed Liability.

Liabilities. (a) Except as set forth The Purchaser shall assume no liabilities or other obligations, commercial or otherwise, of Seller, known or unknown, fixed or contingent, choate or inchoate, liquidated or xxxxxxidated, secured or unsecured or otherwise, except for any taxes that may become due on or about the time of Closing, but not to exceed $1,000. A. Without in Part 2.14 any way limiting the generality of the foregoing, Purchaser shall not assume any obligation or liability of Seller Disclosure Schedule, with respect to the Seller has no Liabilities, except for: following (i) liabilities identified as such in any transaction involving Seller occurring after the "liabilities" columns of the audited balance sheet of the Seller included in the Financial StatementsClosing Date; (ii) Liabilities incurred by the any liability of Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31for federal, 2004state or local taxes, fees, assessments or other similar charges (including without limitation income taxes, real estate taxes, payroll taxes and sales taxes); (iii) obligations under any liability for services performed by Seller on or prior to the Contracts listed in Part 2.13 of the Seller Disclosure ScheduleClosing Date; and (iv) the other Liabilities any responsibility of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31with respect to salary, 2004; (ii) provides an accurate and complete breakdown of any customer deposits wages, vacation pay, savings plans, severance pay, deferred compensation, or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment obligations for the benefit of creditorsany employee of Seller, including pension benefits accrued (ii) filedvested or unvested), or had filed against it, any bankruptcy petition or similar filing, (iii) suffered arising out of their employment through the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or Closing Date for which Seller shall be liable; (v) taken any liability or been obligation incurred in connection with or related to the subject transfer of the Assets pursuant hereto including, but not limited to sales taxes, transfer taxes or stamp taxes; (vi) any liability of any action that may have an adverse effect on its ability kind whatsoever resulting from the failure of Seller to comply with the requirements of all applicable building, fire, zoning and environmental laws, laws relating to occupational health and safety and other laws applicable to Seller or perform any the conduct of its covenants or obligations business; (vii) any liability under any Assumed Contract to the extent such liability arises out of Seller's failure to perform its obligations thereunder to the extent performance is due on or prior to the Closing Date; (viii) any liability of Seller to Seller's stockholders or their relatives or friends; (ix) any indebtedness of Seller to any banks or other lending institutions; (x) liabilities in respect of any pension, profit sharing or other employee benefit plan (as defined in Section 3(3) of the Transactional AgreementsEmployee Retirement Income Security Act of 1974, as amended ("ERISA")) of Seller.

Liabilities. (a) Except as set forth in Part 2.14 Subject to Sections 1.9(a) and (b), Buyer shall assume, at the Closing, the following obligations of the Seller Disclosure Schedule(collectively, the “Assumed Liabilities”): (1) the obligations of Seller has no Liabilitiesunder the Laundry Leases (including without limitation, except forthe obligation to make any required commission payments, revenue sharing payments or route rental payments under any Laundry Lease with respect to amounts collected or received by Buyer, including Closing Cash) and the Transferred Contracts, but only to the extent such obligations: (iA) liabilities identified as such in arise after the "liabilities" columns of the audited balance sheet of the Seller included in the Financial StatementsClosing Date; (iiB) Liabilities incurred do not arise from or relate to any breach by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004any provision of any Laundry Lease or Transferred Contract; (iiiC) obligations under do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Contracts listed Closing Date that, with notice or lapse of time or both, would constitute or result in Part 2.13 a breach by Seller, Buyer or any of the Seller Disclosure Scheduletheir respective affiliates of any provision of any Laundry Lease or Transferred Contract; and (ivD) are ascertainable solely by reference to the express terms of the Laundry Leases and the Transferred Contracts, and (2) the other Liabilities obligations of Seller listed in Part 2.14 to its customers for all pre-paid laundry cards purchased from the Seller by the Seller’s Laundry Lease customers prior to the Closing and any deferred revenue of Seller associated with such obligations (the “Deferred Pre-Paid Card Liability”). The assumption of the Assumed Liabilities by Buyer shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller Disclosure Scheduleor any of their respective affiliates or subsidiaries. (b) Part 2.14 Except for the Assumed Liabilities, Buyer shall not assume or be bound by any obligations or liabilities of the Seller Disclosure Schedule: or any affiliate of Seller of any kind or nature whatsoever, whether known, unknown, accrued, absolute, contingent or otherwise, now existing or hereafter arising. Seller shall be responsible for and pay any and all obligations and liabilities of every kind or nature whatsoever relating to (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004Excluded Assets; (ii) provides an accurate all liabilities of Seller other than the Assumed Liabilities;(iii) any event, act, omission, condition or any other state of facts occurring or existing prior to the Closing Date; (iv) any liability under any contract other than the Laundry Leases and complete breakdown of the Transferred Contracts; (v) any customer deposits or other deposits held by the Seller liability with respect to Taxes (as of the date of this Agreement; and (iiidefined in Section 2.8) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as or Taxes attributable to the Subject Assets for any portion of any period or partial period ending on or before the date of this Agreement. (c) Except Closing Date except for the Transaction Taxes as set forth in Part 2.14 Section 1.10 herein; (vi) any liability arising out of or resulting from the matters disclosed on Schedule 2.13 and 2.18; (vii) any liability of Seller to any current or former employee of Seller; and (viii) other than the Deferred Pre-Paid Card Liability, any liability of Seller arising out of, resulting from, or relating to the operation, lease, or ownership of the Subject Assets or Seller’s business prior to the Closing, including in connection with events commencing or occurring or circumstances existing prior to the Closing and continuing after the Closing, including but not limited to (A) liabilities arising out of or resulting from any Environmental Law or any release, storage, disposal, arrangement for disposal, or exposure to any Hazardous Substance and (B) the obligation to make any required commission payments, revenue sharing payments or route rental payments under any Laundry Lease with respect to amounts collected or received by Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditorsthrough (viii) collectively, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements“Excluded Liabilities”).

Liabilities. (a) Except as set forth in Part 2.14 Each of the Buyer and Mayflower understands and agrees that, from and after the Closing, except (i) as specifically provided in the Indemnification Agreement to the contrary or (ii) as specifically provided in the Taxi Litigation Indemnification Agreement or the Environmental Indemnification Agreement with respect to Affiliates of either Seller Disclosure Scheduleor Parent Shareholders which are a party to such agreements, neither the Seller nor the Parent Shareholders nor any of their respective Affiliates shall have any liability or responsibility for any liability or obligation of or arising out of or relating to the Company or the Subsidiary, or the operation or ownership by the Seller (or any of its predecessors) of the Company or the Subsidiary (including as to Environmental, Health and Safety Laws), of whatever kind or nature, whether contingent or absolute, whether arising prior to or on or after, and whether determined or indeterminable on, the Closing Date, and whether or not specifically referred to in this Agreement (such liabilities and obligations being collectively referred to as the "LIABILITIES"). Accordingly, each of the Buyer and Mayflower agrees that, in addition to their obligations under the Indemnification Agreement, effective upon the Closing, the Buyer, Mayflower, the Company and the Subsidiary shall jointly and severally be responsible for and indemnify the Seller, the Parent Shareholders and each of their respective Affiliates and hold each of them harmless from and against any Losses incurred or suffered by any of them arising out of any of the Liabilities. (i) Each of the Buyer and Mayflower agrees that effective from and after the Closing, the Seller has shall have no Liabilitiesobligation for (and neither the Buyer nor Mayflower shall have any right pursuant to the Indemnification Agreement to retain any portion of the Escrow Amount or claim for indemnification otherwise with respect to) the self-insured retention portion of any workers compensation, except for: (i) liabilities identified as such product liability, general liability, property, casualty, automobile liability, medical and other claims relating to the Company and the Subsidiary made or to be made in the future in respect of periods prior to, on or after the Closing ("liabilities" columns CLAIMS"), for which the Company or the Subsidiary are responsible to the Company's insurers (the "COMPANY'S INSURERS") so that, from and after the Closing, neither the Buyer nor Mayflower, the Company, the Subsidiary or the Company's Insurers will seek from the Seller, the Parent Shareholders or any of their respective Affiliates for reimbursement of any payment made by the audited balance sheet Buyer, Mayflower, the Company, the Subsidiary or the Company's Insurers in respect of the Seller included in the Financial Statements; any Claim. (ii) Liabilities incurred Promptly after the Closing, the Buyer shall, and Mayflower shall cause the Buyer to, notify each of the Company's Insurers of the consummation of transactions contemplated by this Agreement (including that the Buyer has purchased the Stock and that it is the new owner of the Company and the Subsidiary) and of the address where such Company Insurer shall send all notices relating to the Company or the Subsidiary. A copy of all such notices shall be promptly forwarded by the Seller in bona fide transactions entered into in Buyer to the Ordinary Course of Business since December 31, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule. (b) Part 2.14 of the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this AgreementSeller. (c) Except as Nothing set forth in Part 2.14 this Agreement or the Indemnification Agreement or any Ancillary Document shall be interpreted or construed to mean that Mayflower or the Buyer has assumed or will assume any liabilities whatever of the Seller Disclosure ScheduleOther Entities or Checker L.P. or the Owned Real Property or the Other Assets; PROVIDED, HOWEVER, that nothing herein shall restrict the Seller has not paid, application of Section 12.1 and Mayflower's and the Seller Buyer's acknowledgement and agreement that its sole recourse for any such Liability is not and will not become liable for solely against the payment of, any fees, costs or expenses then remaining balance of the type referred Escrow Account and solely in accordance with (and to the extent permitted by) the provisions set forth in Section 8.2(a)the Indemnification Agreement. (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.

Liabilities. (a) Except as set forth Purchaser is not, directly or indirectly, assuming and shall not in Part 2.14 of any way be or become responsible for, and Seller agrees from and after the Seller Disclosure ScheduleClosing to pay and discharge, the Seller has no Liabilities, except for: (i) liabilities identified as such in the "liabilities" columns of the audited balance sheet of the Seller included in the Financial Statementsany and all Liabilities for Indemnified Taxes; (ii) any and all Liabilities incurred by arising from Seller’s or the Seller Company’s ownership of the Purchased Interest or the DBMH Interest, in bona fide transactions entered into in each case, prior to the Ordinary Course of Business since December 31Closing, 2004; (iii) obligations any and all Liabilities arising under any Contract relating to the Contracts listed in Part 2.13 ownership of the Seller Disclosure Schedule; Purchased Interest or, to the extent that the Company or an Affiliate thereof was a party to such Contract, the DBMH Interest, in each case, arising from facts and circumstances occurring prior to the Closing Date, and (iv) the other any and all Liabilities of Seller listed the Company arising from any facts or circumstances occurring prior to the Closing, except, (1) in Part 2.14 the case of clauses (ii)-(iv), to the extent arising under the DBMH LLCA and (2) in the case of the Seller Disclosure Schedule. DBMH Interest, with respect to the portion of any Liability resulting from any action taken or failed to be taken by Purchaser or any of its Affiliates (b) Part 2.14 collectively, the “Excluded Obligations”), all of which shall remain the Seller Disclosure Schedule: (i) provides an accurate and complete breakdown and aging liabilities of Seller, in the accounts payable case of the Seller as of December 31, 2004; (ii) provides an accurate and complete breakdown of any customer deposits or other deposits held by the Seller as of the date of this Agreement; and (iii) provides an accurate and complete breakdown of all notes payable and other indebtedness of the Seller as of the date of this Agreement. (c) Except as set forth in Part 2.14 of the Seller Disclosure Schedule, the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a). (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, and (iv) admitted in writing its inability ), only to pay its debts as they become due, the extent that such Liabilities are not caused by a breach or (v) taken violation by Purchaser or been the subject of any action that may have an adverse effect on its ability to comply with or perform by any of its Affiliates of any representation, warranty, covenant or other agreement in respect of the Terminated Agreements occurring prior to the Closing (it being agreed and understood that any such Liabilities that are caused by Purchaser’s or any Affiliate’s breach of such representations, warranties, covenants or obligations other agreements, shall be assumed by Purchaser (such Liabilities, together with (a) any and all Liabilities for Taxes in respect of the Purchased Interests from and after the Closing Date (other than Indemnified Taxes), (b) any and all Liabilities arising from Purchaser’s ownership of the Purchased Interest from and after the Closing, (c) any and all Liabilities arising under any Contract relating to the ownership of the Transactional AgreementsPurchased Interest arising from facts and circumstances occurring from and after the Closing, (d) any and all Liabilities of the Company arising from any facts or circumstances arising from and after the Closing, and (e) any other Liabilities in respect of the Purchased Interests or the Company that are not Excluded Obligations, collectively, the “Assumed Obligations”)). Seller is not, directly or indirectly, assuming and shall not in any way be or become responsible for, and Purchaser agrees from and after the Closing to pay and discharge, the Assumed Obligations.

Liabilities. (a) Except The Purchased Assets shall be conveyed free and clear of all Liabilities and Restrictions (as set forth defined in Part 2.14 of the Seller Disclosure ScheduleSection 10.17), the Seller has no Liabilities, except for: excepting only (i) liabilities identified as such in Liabilities under the "liabilities" columns of Assigned Contracts, to the audited balance sheet of extent arising subsequent to the Seller included in the Financial Statements; Closing Date, (ii) Liabilities incurred liabilities secured by the Seller Permitted Liens (as defined in bona fide transactions entered into in the Ordinary Course of Business since December 31, 2004; Section 4.08) and (iii) obligations under liabilities expressly assumed by Purchaser pursuant to Section 9.02. Subject to Section 1.03(b), Purchaser - 4- 16 hereby agrees to assume and be liable for the Contracts listed liabilities described in Part 2.13 clauses (i) and (iii) of the Seller Disclosure Schedule; preceding sentence (the liabilities described in such clauses (i) and (iviii) are referred to collectively as the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Schedule"Assumed Liabilities"). (b) Part 2.14 Except as expressly set forth in this Agreement, Purchaser is not assuming, and shall not be liable for, any liabilities or obligations of, or Claims or causes of the Seller Disclosure Schedule: action against, any Seller, whether known or unknown, material or immaterial, absolute or contingent (including, but not limited to, any liabilities, obligations, Claims or causes of action (i) provides an accurate and complete breakdown and aging of the accounts payable of the Seller as of December 31, 2004under Contracts which shall not have been expressly assumed by Purchaser pursuant to this Agreement; (ii) provides an accurate and complete breakdown for indebtedness for borrowed money; (iii) for bank overdrafts; (iv) by reason of or arising out of any customer deposits default or other deposits held Breach by Sellers prior to the Seller as Closing of any Contract, for any penalty against Sellers under any Contract arising prior to the date Closing, or relating to or arising out of any event occurring prior to the Closing which with the passage of time or after giving of notice, or both, would constitute or give rise to such a Breach, default or penalty, whether or not such Contract is being assigned to and assumed by Purchaser pursuant to this Agreement; and (iiiv) provides an accurate and complete breakdown under Contracts the existence of all notes payable and other indebtedness which would conflict with or constitute a Breach of the Seller as representation in Section 4.09(c) hereof, (vi) relating to or arising out of the date Excluded Assets; (vii) relating to trade debt (other than purchase orders); (viii) except to the extent arising under any of the Assigned Contracts, to any shareholder or Affiliate of Sellers, in their capacity as such; (ix) except as expressly stated in this Agreement or the Transition Agreement (as defined in Section 8.01(k)), to any present or former employee, officer or director of Sellers, including, without limitation, any bonuses, any termination or severance pay related to the Transfer of employees to Purchaser in connection with the transactions contemplated hereby, and any post-retirement or termination medical or other benefits or other compensation or benefits, or any obligations under any employee benefit plan of Sellers; (x) relating to the execution, delivery and consummation of this Agreement and the transactions contemplated hereby by Sellers or their Affiliates or arising under this Agreement, including, without limitation, any and all liabilities to Purchaser or, except as provided in Section 9.03, liabilities for Taxes incurred by Sellers as a result of the sale contemplated by this Agreement; (xi) for any Taxes accrued or incurred by any Seller or its Affiliates prior to or after the Closing Date or relating to any period (or portion of a period) prior or after thereto; (xii) relating to or arising out of any violation by any Seller or its Affiliates of any Environmental Law (as defined in Section 4.13) or any other Legal Requirement relating to health and safety of the public or the employees of Sellers; (xiii) relating to, or arising out of, products sold or services rendered and/or warranties given with respect thereto by Sellers, or (except as expressly stated herein) the conduct or operation of the business of Sellers, prior to the Closing Date; (xiv) relating to any violation by any Seller or its Affiliates of State or Federal Medicaid or Medicare or similar laws; (xv) relating to any violation by any Seller or its Affiliates of customs laws; (xvi) relating to any violation by any Seller or its Affiliates of any fair packaging or THE PARTIES ACKNOWLEDGE THAT PURCHASER IS NOT ASSUMING ANY LIABILITIES OF SELLERS OTHER THAN THE LIABILITIES EXPRESSLY REFERRED TO IN SECTION 1.03(a), AND THAT SELLERS AND SELLER GUARANTOR HAVE AGREED, JOINTLY AND SEVERALLY, IN ACCORDANCE WITH SECTION 9.08(a) OF THIS AGREEMENT, TO INDEMNIFY PURCHASER AGAINST ANY SUCH NON-ASSUMED LIABILITIES OF SELLERS. (c) Except Sellers make no representations or warranties as set forth in Part 2.14 to the assignability of the Seller Disclosure ScheduleContracts or Licenses or of any such other contracts, leases, commitments, licenses or permits that are included within the Seller has not paidPurchased Assets, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses Purchaser shall assume all of the type referred to same as provided in Section 8.2(a). (d1.03(a) Neither regardless of whether the Seller nor same are by their terms assignable and, upon their receipt thereof, Sellers shall deliver to Purchaser any Member has, at any time, (i) made a general assignment for the benefit benefits received by Sellers arising out of creditors, (ii) filed, services rendered or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations products supplied by Purchaser under any of the Transactional Agreementssame after the Closing.

Liabilities. (a) Except as set forth in Part 2.14 AMLLC shall be liable and responsible for all liabilities and obligations of AMLLC and the Original Venture, including all liabilities and obligations arising out of any claim by any Anchor that the construction of the Seller Disclosure Schedulefood court located on the Real Property was made without the required consent of any such Anchor, other than the Seller has no Liabilities, except for: Seller's Liabilities (i) liabilities identified as such in the "liabilities" columns of ASSUMED LIABILITIES"). Further, without limiting the audited balance sheet of the Seller included in the Financial Statements; (ii) foregoing, Assumed Liabilities incurred by the Seller in bona fide transactions entered into in the Ordinary Course of Business since December 31shall include all leasing costs, 2004; (iii) obligations under the Contracts listed in Part 2.13 of the Seller Disclosure Schedule; allowances, concessions, rent abatements, build-out costs, other leasing inducements and (iv) the other Liabilities of Seller listed in Part 2.14 of the Seller Disclosure Scheduleleasing commissions with respect to all leases executed on or after September 1, 1999. (b) Part 2.14 Seller shall be responsible for all of the following liabilities or obligations of AMLLC, the Original Venture, Seller Disclosure Schedule: or any predecessor of any of them (collectively, the "SELLER PARTIES") or other Person specified below (collectively, the "SELLER'S LIABILITIES"): (i) provides an accurate and complete breakdown and aging of any liability or obligation that is not related to the accounts payable of the Seller as of December 31Property, 2004; (ii) provides an accurate and complete breakdown of any customer deposits liability or obligation that arises from contracts or agreements other deposits held by than the Seller as of Leases, the date of this Agreement; and Contracts, the REA or the instruments or agreements constituting the Permitted Exceptions (a "PERMITTED EXCEPTION DOCUMENT") (except to the extent AMLCC accepts the benefit thereof, (iii) provides an accurate any tort liability arising from any accident, injury, event, circumstance, action or omission occurring prior to the Closing Date (except to the extent of the insurance proceeds received by the Original Venture in connection therewith), whether or not asserted before or after the Closing, (iv) any liability or obligation to a Party for breach of, or other payment obligation under, a Lease, REA (other than those relating to the food court referred to in Section 2.3(a)), Contract or Permitted Exception Document (including any claimed overcharge of common area maintenance or other similar charges but excluding the items covered in clause (v)) to the extent that the liability or obligation relates to the period or accrued prior to the Closing Date, whether or not asserted before or after the Closing, (v) all leasing costs, costs of Landlord Work (net of the value of any additional revenues that are to be received by AMLCC and complete breakdown are directly attributable to the Landlord Work), allowances, concessions, rent abatements, build-out costs, other leasing inducements and leasing commissions, with respect to all leases executed prior to September 1, 1999, (vi) any fine, penalty or other amount that is imposed or assessed by or which was payable to (including any installment thereof) a Governmental Authority for the period prior to the Closing Date, whether or not imposed or assessed before or after the Closing, (vii) all federal, state and local taxes of all notes payable any Seller Party of whatever kind and nature relating to the period prior to Closing, (viii) liabilities and obligations relating to any employees (current or former), employee benefit plans or collective bargaining agreements of the Existing Manager or any Seller Party that accrued, relate to or arise from any incident, event, circumstance, action or omission occurring during the period through the Closing Date, including severance pay and accrued vacation pay obligations and other indebtedness liabilities of the Existing Manager, any Seller Party, the Company or others relating to the termination of any of such employees prior to the Closing or as the result of the date consummation of this the Transactions, (ix) any liability or obligation to pay for work performed at, or materials supplied or delivered to, the Property prior to the Closing, (x) any liability or obligation relating to litigation that is commenced by Persons other than Parties or Governmental Authorities and that relates to incidents, events, circumstances, actions or omissions occurring during the period prior to Closing, whether or not asserted before or after the Closing and (xi) any other costs or liabilities imposed on Seller hereunder or under the Operating Agreement. Notwithstanding anything to the contrary contained herein, Seller's Liabilities shall not include (i) any liabilities or obligations to the extent that the Company has received a credit therefor under the provisions of Article V and (ii) subject to the provisions of Section 2.3(c), the cost of repair, remediation or correction of any physical defect in the Property (but do include damages, fines or other amounts owing to Parties, Governmental Authorities or others on account of any such physical defect to the extent that such damages, fines or other amounts are not for the cost of repair, remediation or correction thereof). (c) Except as set forth Nothing contained in Part 2.14 this Section 2.3 shall impair the rights of the Seller Disclosure Schedule, Company for a breach of any representation or warranty contained herein or in the Seller has not paid, and the Seller is not and will not become liable for the payment of, any fees, costs or expenses of the type referred to in Section 8.2(a)Closing Documents. (d) Neither the Seller nor any Member has, at any time, (i) made a general assignment for the benefit of creditors, (ii) filed, or had filed against it, any bankruptcy petition or similar filing, (iii) suffered the attachment or other judicial seizure of all or a substantial portion of its assets, (iv) admitted in writing its inability to pay its debts as they become due, or (v) taken or been the subject of any action that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.