Common use of Limited Assumption of Liabilities Clause in Contracts

Limited Assumption of Liabilities. On the terms and subject to the conditions set forth herein, at the Closing, Purchasers shall assume, and agree to pay, perform and discharge in due course, those liabilities and obligations of Sellers with respect to the Purchased Agreements, but in each case only to the extent that such obligations under the Purchased Agreements accrue and relate to periods beginning on or after the Closing Date (as hereinafter defined) (such obligations, the “Assumed Liabilities”). Except for the Assumed Liabilities, Purchasers shall not assume or have any responsibility for any debt, liability, obligation or commitment of any nature, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, relating to Sellers, the Assets or the Business, including, without limitation, the following liabilities and obligations, all of which shall be retained by Sellers: (i) any liability of Sellers for any federal, state or local taxes with respect to the Assets or the Business for any period prior to the Closing Date; (ii) any liability of Sellers to third parties resulting from the negotiation of this Agreement and the consummation of the transactions contemplated hereby; (iii) any liability of Sellers or any shareholder of any Seller to any other Seller or shareholder of any Seller, including, without limitation any Damages, Actions or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Liabilities”); (iv) any liability of Sellers with respect to the Continuing Agreements; and (v) any liability of Sellers with respect to the Assets or the Business to the extent such liabilities accrue or relate to a period prior to the Closing Date (collectively, the “Excluded Liabilities”). Nothing in this Section 1.3 is intended to or shall have any effect whatsoever on Purchasers’ obligations under any of the Hotel Agreements or the HRP Agreement, and the term “Excluded Liabilities” shall refer only to liabilities which would otherwise have been Sellers’ obligations in accordance with the Hotel Agreements and the HRP Agreement.

Limited Assumption of Liabilities. On (a) PHE shall assume on the terms Closing Date, and subject shall thereafter pay, perform and discharge when due (or cause to be paid, performed and discharged when due), only those obligations accruing after the conditions set forth hereinClosing Date under the Real Property Leases, at the ClosingPersonal Property Leases and the Health Center Contracts (the "Assumed Health Center Liabilities"). (b) PMG shall assume on the Closing Date, and shall thereafter pay, perform and discharge when due (or cause to be paid, performed and discharged when due), only those obligations accruing after the Closing Date under the PGPA Contracts (the "Assumed PGPA Liabilities"). (c) The assumption by PHE or PMG, as the case may be, of the Assumed Health Center Liabilities or the Assumed PGPA Liabilities (collectively, the "Assumed Liabilities") shall not enlarge any rights of any Person under any Contracts with any of the Sellers. Nothing contained herein shall prevent Purchasers from contesting any of the Assumed Liabilities with any third party obligee. (d) Other than the Assumed Liabilities to be assumed by Purchasers, Purchasers shall not assume, and agree to pay, perform or discharge or otherwise have any responsibility for any of, and Sellers shall be responsible for the payment, performance and discharge in due courseof all of, those the liabilities and obligations of Sellers with respect Sellers, whether known or unknown, fixed or contingent, asserted or unasserted, whether due or to the Purchased Agreementsbecome due, but in each case only and whether arising or to the extent that such obligations under the Purchased Agreements accrue and relate to periods beginning be performed prior to, on or after the Closing Date (as hereinafter defined) (such obligations, the “Assumed "Retained Liabilities”"). Except for the Assumed LiabilitiesSuch Retained Liabilities shall mean and include all claims, Purchasers shall not assume or have any responsibility for any debtactions, liability, obligation or commitment of any nature, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, litigations and proceedings relating to Sellers, the Assets any or the Business, including, without limitation, the following liabilities and obligations, all of which shall be retained by Sellers: (i) any liability of Sellers for any federal, state or local taxes with respect to the Assets or the Business for any period prior to the Closing Date; (ii) any liability of Sellers to third parties resulting from the negotiation of this Agreement foregoing and the consummation of the transactions contemplated hereby; (iii) any liability of Sellers or any shareholder of any Seller to any other Seller or shareholder of any Seller, including, without limitation any Damages, Actions or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Liabilities”); (iv) any liability of Sellers with respect to the Continuing Agreements; all costs and (v) any liability of Sellers with respect to the Assets or the Business to the extent such liabilities accrue or relate to a period prior to the Closing Date (collectively, the “Excluded Liabilities”). Nothing expenses in this Section 1.3 is intended to or shall have any effect whatsoever on Purchasers’ obligations under any of the Hotel Agreements or the HRP Agreement, and the term “Excluded Liabilities” shall refer only to liabilities which would otherwise have been Sellers’ obligations in accordance with the Hotel Agreements and the HRP Agreementconnection therewith.

Limited Assumption of Liabilities. On the terms and subject to the conditions set forth herein, The Purchaser hereby agrees that at the Closing, Purchasers shall assume, Closing it will assume and agree undertake to pay, perform and satisfy or discharge in due course, those liabilities and such of the remaining unfulfilled obligations of Sellers with respect as set forth on the Sellers' March 31, 1997 balance sheets delivered to the Purchased AgreementsPurchaser plus liabilities incurred by the Sellers in the ordinary course of business since March 31, but in each case 1997 (including a maximum of $13,000,000 of Assumed Debt) to the extent and only to the extent that such obligations liability or obligation is not in default, or been accelerated (or would be in default or accelerated with the passage of time or the giving of notice) (the "Assumed Liabilities"); provided, however, that the Assumed Liabilities shall include the amounts set forth in Schedule 1.03 attached hereto, and which relate to taxes assessed on property owned by the Sellers on January 1, 1997, but not due until December 31, 1997; and provided further, that the Assumed Liabilities shall also include up to $13,000,000 of Assumed Debt, notwithstanding the fact that the transactions contemplated hereby could give rise to a default or acceleration under the Purchased Agreements accrue terms of some or all of the instruments and relate agreements relating to periods beginning on the Assumed Debt. Except as expressly provided in this Section 1.03, the Purchaser shall not assume any liability or obligation of the Sellers, fixed or contingent, disclosed or undisclosed, or any liability for any claims, debts, defaults, duties, obligations or liabilities of the Sellers of any kind or nature, whether known or unknown, contingent or fixed, all of which, to the extent that they exist from and after the Closing Date Closing, shall be retained by the Sellers (the "Retained Liabilities"). In particular, the Retained Liabilities shall include (a) all intercompany liabilities or other obligations of the Sellers (or any of them) to Shareholder or any of his affiliates not disclosed to the Purchaser in the Schedules to this Agreement, (b) any liability or obligation of the Shareholder, the Sellers or any of them for any foreign, federal, state, commonwealth, county or local taxes of any kind or nature (including any interest or penalties thereon) applicable to the transfer of the Property, including without limitation, sale or use taxes due to the Closing, other than a maximum of $25,000 of tax incurred for transfer of the title to the vehicles owned by the Sellers which shall be assumed by the Purchaser, (c) any defects in any products manufactured, sold or leased by either the Sellers or services performed by either of the Sellers or any express or implied warranty relating to such products or services, (d) any claims or conditions arising under or relating to the Environmental Laws (as hereinafter defined) or similar legal requirement attributed or related to the Business or to the Property, or (such obligationse) any unlicensed or unauthorized use by the Sellers (or either of them) of any patented or unpatented invention, trade secrets, copyright, trademark or other Intellectual Property right. Subject to the terms and conditions set forth in the Indemnification Agreement (as hereinafter defined), the “Assumed Liabilities”). Except for the Assumed Liabilities, Purchasers Sellers shall not assume or have any responsibility for any debt, liability, obligation or commitment of any nature, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, relating to Sellers, the Assets or the Business, including, without limitation, the following liabilities promptly pay and obligations, discharge all of which the Retained Liabilities in the ordinary course of business and shall be retained by Sellers: indemnify and hold Purchaser harmless from any claims, damages, assessments or charges (iincluding reasonable attorney's fees) any liability arising out of Sellers for any federal, state or local taxes with respect related to the Assets or the Business for any period prior to the Closing Date; (ii) any liability of Sellers to third parties resulting from the negotiation of this Agreement and the consummation of the transactions contemplated hereby; (iii) any liability of Sellers or any shareholder of any Seller to any other Seller or shareholder of any Seller, including, without limitation any Damages, Actions or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Retained Liabilities”); (iv) any liability of Sellers with respect to the Continuing Agreements; and (v) any liability of Sellers with respect to the Assets or the Business to the extent such liabilities accrue or relate to a period prior to the Closing Date (collectively, the “Excluded Liabilities”). Nothing in this Section 1.3 is intended to or shall have any effect whatsoever on Purchasers’ obligations under any of the Hotel Agreements or the HRP Agreement, and the term “Excluded Liabilities” shall refer only to liabilities which would otherwise have been Sellers’ obligations in accordance with the Hotel Agreements and the HRP Agreement.

Limited Assumption of Liabilities. Except as specifically set forth in this Section 3, Buyer is not assuming any obligation to pay for any of the debts, liabilities, or obligations of either Seller, whether known or unknown, now or hereafter existing, accrued or contingent, or arising out of or related to the Purchased Assets, the Business, or the consummation of the transactions contemplated in this Agreement. Specifically, and without limitation, Buyer is not purchasing Sellers' reserves for excess and obsolete inventory. On the terms Closing Date, Buyer agrees to assume and subject to the conditions set forth herein, at the Closing, Purchasers shall assume, and agree hereby agrees to pay, perform and discharge in due coursewhen due, those all accrued debts, accrued property taxes, liabilities, obligations and commissions of Sellers related to the Business, including the following liabilities (collectively, the "Assumed Liabilities"): (A) The liabilities and obligations of Sellers with respect specifically related to the Purchased Agreements, but in each case only to the extent Contracts and Permits that such obligations under the Purchased Agreements accrue and relate to periods beginning on or arise after the Closing Date (as hereinafter defined) (such obligations, the “Assumed Liabilities”). Except for the Assumed Liabilities, Purchasers shall not assume or have any responsibility for any debt, liability, obligation or commitment of any nature, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, relating due to Sellers, the Assets or the Business, including, without limitation, the following liabilities and obligations, all of which shall be retained by Sellers: (i) any liability of Sellers for any federal, state or local taxes with respect to the Assets or the Business for any period prior to events that occur after the Closing Date; (ii) provided, however, in no event shall Buyer assume any liability of Sellers to third parties resulting from the negotiation of this Agreement and the consummation of the transactions contemplated hereby; (iii) any liability of Sellers liabilities or any shareholder of any Seller to any other Seller or shareholder of any Seller, including, without limitation any Damages, Actions or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Liabilities”); (iv) any liability of Sellers with respect to the Continuing Agreements; and (v) any liability of Sellers with respect to the Assets or the Business obligations to the extent such liabilities accrue or relate obligations are attributable to a period any breach or default by Sellers under such Contracts or Permits occurring on or before the Closing Date. (B) Warranty obligations associated with the Business; TIDEL NCR Final 021805 NCR & TIDEL CONFIDENTIAL (C) Unrecognized revenue of either Sellers accrued prior to the Closing Date (collectively, the “Excluded Liabilities”). Nothing described in this Section 1.3 is intended to or shall have any effect whatsoever on Purchasers’ obligations under any 3(C) of the Hotel Agreements or Disclosure Schedule; (D) The current trade accounts payable and accrued liabilities listed in Section 3(D) of the HRP AgreementDisclosure Schedule (the "Accounts Payable"), and the term “Excluded Liabilities” shall refer but only to liabilities which would otherwise the extent such Accounts Payable are reflected on the Financial Statements or have been Sellers’ obligations incurred in accordance the ordinary course of business; and (E) Obligations with the Hotel Agreements and the HRP Agreementrespect to Accepted Employees (as such term is defined herein).

Limited Assumption of Liabilities. On (a) Subject to the terms and subject to the conditions set forth hereincontained in this Agreement, Buyer shall, at the Closing, Purchasers shall assume, assume and agree to paypay or perform, perform and discharge in due courseor to cause to be paid or performed, only those liabilities of Seller that (i) are accurately reflected on the Estimated Net Book Value; (ii) have been incurred by the Holcroft Division since September 27, 1997, but only to the extent such liabilities are trade payables, accruals or tax liabilities and have been incurred in the ordinary course of business consistent with past practice; (iii) arise under any contract, lease, license, permit or other agreement assumed by Buyer pursuant to Section 1.1(d) hereof or otherwise pursuant to this Agreement; (iv) arise out of warranty obligations undertaken by the Holcroft Division with respect to products shipped or sold, or services rendered, prior to the Closing; (v) with respect to product or service liability claims, arise due to events occurring after the Closing regardless of Sellers whether such products or services were shipped or performed before the Closing except that Seller shall remain liable for any and all claims, suits or actions which arise due to events occurring prior to Closing and which arise or result from the manufacture by Seller of remediation incinerators and/or units, including but not limited to soil remediation units, the GDC incinerators and the Burns and Roe (CJ 4447) or any claims which arise from xxxxxure tx xsbestos from products manufactured by Seller (except for claims arising out of the negligence of Buyer) regardless of whether such claim arises due to events occurring prior to or after the Closing Date; (vi) are assumed by Buyer pursuant to Section 5.4 hereof, and (vii) with respect to medical claims of Employees of the Holcroft Division, arise due to events occurring after the Closing including without limitation the post-closing treatment of preexisting conditions; Seller shall remain liable for all claims incurred (i.e., service provided) prior to the Closing, regardless of when such claims are filed ("Incurred But Not Reported") (collectively, the "Assumed Liabilities"). Notwithstanding anything to the contrary contained in this Agreement or in any agreement, document, certificate or instrument being delivered pursuant to this Agreement (collectively, the "Transaction Documents"), Buyer's assumption of the Assumed Liabilities shall only be to the extent that the existence of such liabilities or obligations is not contrary to any covenant, representation or warranty of Seller under this Agreement. (b) Without limiting the terms of Section 1.4(a) above, Buyer is expressly not assuming, and Seller shall remain 5PAGE solely liable for, the following: (i) all environmental liabilities or contamination which arise or result, directly or indirectly, from conditions existing on or prior to the Closing Date with respect to the Purchased AgreementsProperty, but in each case only including, without limitation all liabilities related to the extent that such obligations under Oakland Disposal/Bestway Recycling litigation with respect to Waterford township; (ii) except as set forth in Section 1.4(a), all claims, suits or actions which arise due, directly or indirectly, to facts or circumstances existing prior to the Purchased Agreements accrue and relate to periods beginning on or after Closing; (iii) liability for checks written but not yet cleared as of the Closing Date (as hereinafter definedunless such checks are accurately reflected or included in the determination of the Estimated Net Book Value); (iv) (such obligations, the “Assumed Liabilities”). Except for the Assumed Liabilities, Purchasers shall not assume any liabilities or have any responsibility for any debt, liability, obligation or commitment of any nature, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, obligations relating to Sellers, medical claims of current or past employees of the Assets or Holcroft Division arising due to events occurring prior to the BusinessClosing, including, without limitation, run-off of claims and/or deficit balances for reported claims arising due to events occurring prior to the following Closing and all liabilities and obligations, Incurred But Not Reported; (v) all of which shall be retained by Sellers: (i) any product liability of Sellers claims for any federalproducts manufactured, state or local taxes with respect services performed, by Seller relating to claims, suits or actions which arise due to events occurring prior to the Assets or the Business Closing, except that Seller shall remain liable for any period and all claims, suits or actions which arise or result from the manufacture by Seller of remediation incinerators and/or units, including but not limited to soil remediation units, the GDC incinerators, and the Burns and Roe (CJ 4447) or any claims which arise from xxxxxure tx xsbestos from products manufactured by Seller (except for claims arising out of the negligence of Buyer) regardless of whether such claim arises prior to or after the Closing Date; (iivi) all liabilities which are assumed by Seller pursuant to Section 5.4 hereof; and (vii) any liability of Sellers to third parties resulting from the negotiation of this Agreement and the consummation of the transactions contemplated hereby; (iii) any liability of Sellers or any shareholder of any Seller to any other Seller or shareholder of any Seller, including, without limitation any Damages, Actions or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Liabilities”); (iv) any liability of Sellers for Taxes with respect to taxable periods ending on or before the Continuing Agreements; Closing Date and (v) the portion ending on the closing date of any liability of Sellers with respect to the Assets or the Business to the extent such liabilities accrue or relate to a taxable period prior to that begins before but has not ended on the Closing Date (collectivelyall such liabilities and obligations not being assumed by Buyer, the “"Excluded Liabilities”"). Nothing in this Section 1.3 is intended to or shall have any effect whatsoever on Purchasers’ obligations under any of the Hotel Agreements or the HRP Agreement, and the term “Excluded Liabilities” shall refer only to liabilities which would otherwise have been Sellers’ obligations in accordance with the Hotel Agreements and the HRP Agreement.

Limited Assumption of Liabilities. On the terms Closing Date, the Purchaser will assume the following (and only the following) liabilities and/or obligations of the Seller: (a) (i) all liabilities and obligations of the Seller in respect of the Contracts to the extent arising after the Closing Date, including Seller's existing product warranty obligations provided pursuant to any of the Contracts to the extent (subject to Section 1.03(d) below) relating to post-Closing periods, and (ii) all obligations of the conditions Seller to deliver features under each transferred Contract (regardless if such features were to be delivered before or after the Closing Date) in accordance with the terms of such transferred Contracts), (b) all liabilities incurred in, resulting from or arising out of the use, operation or control of the Assets after the Closing Date, (c) all obligations to pay royalties to the Office of Chief Scientist of the Israeli Ministry of Industry, Trade and Labor ("OCS") and the Canada-Israel Industrial Research and Development Foundation ("CIIRDF") in respect of the Assets after the Closing Date, (d) all bonds that have been issued by the Seller to its customers pursuant to any Contract that is an Asset, which bonds are outstanding on the Closing Date and are set forth hereinin Schedule 1.03, shall be replaced, at the Closing, Purchasers shall assumewith Purchaser's bonds, and agree to pay(e) any bonds required in connection with any purchase order accepted by the Seller following the date of the Letter of Intent which was executed by the parties on November 9, perform and discharge in due course, those liabilities and obligations of Sellers with respect to 2009 (the Purchased Agreements, but in each case only to the extent that such obligations under the Purchased Agreements accrue and relate to periods beginning on or after the Closing Date (as hereinafter defined"LETTER OF INTENT") (such obligationswhich purchase order has been approved by Purchaser) shall be placed by the Purchaser (collectively, the “Assumed Liabilities”"ASSUMED LIABILITIES"). Except for the Assumed Liabilities, Purchasers the Purchaser shall not assume or have any responsibility be responsible for any debtclaims against or commitments, liabilitycontracts, obligation agreements, obligations or commitment other liabilities of any naturethe Seller, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, relating asserted or unasserted, accrued or un-accrued, absolute or contingent, liquidated or un-liquidated, due or to Sellersbecome due, and whether contractual, statutory, or otherwise. Without limiting the generality of the foregoing, the Assets parties acknowledge that the Purchaser shall not assume or the Business, including, without limitation, in any way be responsible for any of the following liabilities or obligations of Seller: a) liabilities in respect of indebtedness of the Seller (other than as included in the Assumed Liabilities); b) product liability and obligationswarranty claims arising out of or in any way relating to or resulting from any product or service of the Seller sold, all of which shall be retained by Sellers: (i) any liability of Sellers for any federal, state performed or local taxes with respect to the Assets delivered on or the Business for any period prior to the Closing Date; , provided that claims relating to Seller's product warranty obligations that are in effect as of the Closing Date, which claims arise under any Contract that is an Asset, with respect to events occurring following the Closing Date, shall be the responsibility of Purchaser, and provided further that the Purchaser shall be responsible for addressing (iiand bearing all costs associated therewith) any liability inquiry, request or demand for repairs, service or maintenance, arising under any of Sellers the Contracts following the Closing Date; c) taxes, duties, levies, assessments and other charges, including any penalties, interests and fines with respect thereto, payable by the Seller to third parties resulting from the negotiation of this Agreement and the consummation any Governmental Authority, including taxes arising out of the transactions contemplated hereby; by this Agreement; d) liabilities with respect to the Hired Employees (iiias defined in Section 4.01a)) any liability with respect to the period ending upon the effective termination date of Sellers the employment or any shareholder consulting relationship of any Seller to any other Seller or shareholder of any such Hired Employees with the Seller, including, without limitation any Damages, Actions or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Liabilities”); (iv) claim and/or demand relating to any liability of Sellers with respect to the Continuing Agreements; and (v) any liability of Sellers with respect to the Assets or the Business to the extent such liabilities accrue or relate to a period prior to the Closing Date in connection with employment-related matters; e) any Liability of the Seller or claim for Liability of the Seller related to any lawsuit or threatened lawsuit or claim based upon actions, omissions or events occurring on or prior to the Closing Date which have not been expressly assumed herein; f) any Liability related to Excluded Assets; g) any Liability to a third party for infringement of such third party's rights by the Seller prior to the Closing; h) all Liabilities incurred by Seller in connection with this Agreement and the transactions contemplated herein; i) Liabilities of Seller for any breach or failure to perform any of Seller's covenants and agreements contained in, or made pursuant to, this Agreement, or, prior to the Closing Date, any Contract; j) Liabilities of Seller for any violation of or failure to comply with any statute, law, ordinance, rule or regulation (collectively, "LAWS") or any order, writ, injunction, judgment, plan or decree (collectively, "ORDERS") of any Governmental Authority relating solely to the “Excluded Liabilities”). Nothing in this Section 1.3 is intended period prior to or shall have any effect whatsoever on Purchasers’ the Closing Date; k) all obligations under any of Purchaser to pay royalties to the Office of Chief Scientist of the Hotel Agreements or Israeli Ministry of Industry, Trade and Labor ("OCS") in respect of the HRP AgreementAssets relating solely to the period prior to and ending on November 30, 2009; and l) all obligations of Purchaser to pay royalties to the Canada Israel Industrial Research and Development Foundation ("CIIRDF") in respect of the term “Excluded Liabilities” shall refer only Assets relating solely to liabilities which would otherwise have been Sellers’ obligations in accordance with the Hotel Agreements period prior to and the HRP Agreementending on November 30, 2009.

Limited Assumption of Liabilities. On the terms and subject Notwithstanding anything to the conditions set forth hereincontrary contained in this Agreement or any agreement, at document, certificate or instrument being delivered pursuant to this Agreement (collectively, the Closing, Purchasers shall assume"Transaction Documents"), and agree regardless of whether such liability is disclosed in this Agreement, in any of the Transaction Documents or on any Schedule or Exhibit hereto or thereto, Buyer is not assuming, agreeing to pay, perform and or discharge or in due courseany way be responsible for any debts, those liabilities and or obligations of Sellers with respect to the Purchased Agreements, but in each case only to the extent that such obligations under the Purchased Agreements accrue and relate to periods beginning on or after the Closing Date (as hereinafter defined) (such obligations, the “Assumed Liabilities”). Except for the Assumed Liabilities, Purchasers shall not assume or have any responsibility for any debt, liability, obligation or commitment of any nature, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, relating to Sellers, the Assets QuickHire or the Business, includingof any kind or nature whatsoever, without limitationnot described in this Section 1.2 as being specifically assumed. Subject to the provisions of the next sentence, as of the following Effective Time, Buyer hereby assumes and agrees to pay and fully satisfy when due all liabilities and obligations, all of which shall be retained by Sellers: obligations (i) any liability resulting from, caused by or arising out of Sellers for any federal, state or local taxes with respect the ownership of the Assets by Buyer to the Assets extent arising and relating to periods after the Effective Time, and (ii) subject to Section 1.4 below, arising and relating to periods after the Effective Time under the contracts and agreements listed or the Business for any period identified on Schedule 1.1(d), excluding liabilities and obligations arising in connection with breaches thereof prior to the Closing Date; Effective Time, in the case of both clauses (i) and (ii) above excluding liabilities or obligations the existence of which are contrary to any covenant, representation or warranty of QuickHire, XxXxxxxxx, ITi or Xxxxxxxxx under this Agreement or the Transaction Documents. Without in any way limiting the breadth of the liabilities and obligations not being assumed by Buyer hereunder, it is understood and agreed that Buyer is not assuming, among other things (i) liabilities or obligations resulting from, caused by or arising out of the ownership of the Assets by QuickHire to the extent arising and relating to periods prior to the Effective Time, (ii) accounts payable, commissions payable, bonuses payable, accrued payroll and related withholding taxes and expenses as well as accrued vacation, leave and termination liability as of Sellers to third parties resulting from the negotiation Effective Time, (iii) liabilities or obligations arising out of or in connection with taxes, or (iv) any liabilities or obligations of QuickHire or XxXxxxxxx incurred in connection with negotiating and preparing this Agreement and the consummation of Transaction Documents and in closing and carrying out the transactions contemplated hereby; (iii) any liability of Sellers or any shareholder of any Seller to any other Seller or shareholder of any Seller, including, without limitation any Damages, Actions or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Liabilities”); (iv) any liability of Sellers with respect to the Continuing Agreements; and (v) any liability of Sellers with respect to the Assets or the Business to the extent such liabilities accrue or relate to a period prior to the Closing Date (collectively, the “Excluded Liabilities”). Nothing in by this Section 1.3 is intended to or shall have any effect whatsoever on Purchasers’ obligations under any of the Hotel Agreements or the HRP Agreement, Agreement and the term “Excluded Liabilities” shall refer only to liabilities which would otherwise have been Sellers’ obligations in accordance with the Hotel Agreements and the HRP AgreementTransaction Documents.

Limited Assumption of Liabilities. (a) On the terms and subject to the conditions set forth hereinin this Agreement, at in addition to the Purchase Price payable hereunder and as additional consideration for the Purchased Assets, as of the Closing, Purchasers Purchaser shall assume, assume and agree to pay, defend, discharge and perform as and discharge in when due course, those only the following specific liabilities and obligations of Sellers with respect that relate exclusively to the Purchased Agreements, but in each case only to the extent that such obligations under the Purchased Agreements accrue and relate to periods beginning on or after the Closing Date Business (as hereinafter defined) (such obligations, the “Assumed Liabilities”). Except ): (i) all obligations relating to any performance obligation due after the Closing or to any fact or circumstance arising after the Closing Date under the Contracts on the Assumed Contracts Schedule, it being understood that any and all performance obligations due before the Closing Date with respect to the Contracts on the Assumed Contracts Schedule shall remain the obligation of Sellers; (ii) such other liabilities as are specifically identified on the “Assumed Indebtedness Schedule.” (b) Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume or in any way become liable for any of Sellers’ debts, liabilities or obligations of any nature whatsoever other than the Assumed Liabilities, Purchasers shall not assume whether accrued, absolute or have any responsibility for any debt, liability, obligation or commitment of any naturecontingent, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, relating whether due or to Sellers, become due and whether or not related to the Assets Business or the BusinessPurchased Assets, including, without limitation, and regardless of when or by whom asserted and whether or not set forth on the following liabilities and obligations, all of which shall be retained by Sellers: (i) any liability of Sellers for any federal, state or local taxes with respect to the Assets or the Business for any period prior to the Closing Date; (ii) any liability of Sellers to third parties resulting from the negotiation of this Agreement and the consummation of the transactions contemplated hereby; (iii) any liability of Sellers or any shareholder of any Seller to any other Seller or shareholder of any Seller, including, without limitation any Damages, Actions or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Liabilities”); (iv) any liability of Sellers with respect to the Continuing Agreements; and (v) any liability of Sellers with respect to the Assets or the Business to the extent such liabilities accrue or relate to a period prior to the Closing Date Schedules hereto (collectively, the “Excluded Liabilities”). Nothing in this Section 1.3 is intended to or Without limiting the generality of the foregoing, Purchaser shall have no obligation to accept the return of any effect whatsoever on Purchasers’ obligations under inventory sold by any of Seller prior to the Hotel Agreements or the HRP AgreementClosing Date but, if it does so, such inventory shall be credited and the term “Excluded Liabilities” shall refer only to liabilities which would otherwise have been Sellers’ obligations in accordance with the Hotel Agreements and the HRP Agreementpaid as provided by Section 2.3.

Limited Assumption of Liabilities. On Except as specifically set forth in this Section 3, Buyer is not assuming and will not be liable for any obligation to perform or pay for any of the terms and subject debts, liabilities or obligations of Seller, whether known or unknown, now or hereafter existing, accrued or contingent, or arising out of or related to the conditions set forth hereinPurchased Assets, at the ClosingBusiness or the consummation of the transactions contemplated in this Agreement (the "Transaction"). As the sole exception to the foregoing, Purchasers shall assumeas of the Closing Date, Buyer agrees to assume and become responsible for, and agree to pay, perform pay and discharge in due courseas and when due, those all of the following liabilities and obligations of Sellers Seller (collectively, the "Assumed Liabilities"): (A) Any debts, liabilites or obligations relating to the Business or the Purchased Assets (including, without limitation, the Contracts, the Permits and the Permitted Encumbrances), of whatsoever nature or character, whether absolute or contingent, liquidated or disputed, relating to any matters arising after the Closing Date and any other liabilities to be assumed by Buyer as specifically provided in this Agreement; provided, however, in no event shall Buyer assume any liabilities or obligations to the extent such liabilities or obligations are attributable to any breach or default by Seller under such Purchased Assets occurring on or before the Closing Date; (B) Current liabilities of the Business, consisting solely of accounts payable (including interest, fees and penalties accrued prior to the Closing Date), accrued expenses, deferred revenues and other current liabilities included in the Closing Balance Sheet and included in the calculation of Net Asset Value pursuant to Section 5(A); (C) Obligations with respect to Eligible Employees who accept employment with Buyer, to the extent set forth in Section 9(B); (D) Any claims made against Buyer that the Purchased AgreementsAssets infringe on any intellectual property rights or fail to comply with any applicable Laws, but in each case only to the extent that such obligations under matters are listed in Section 3(D) of the Purchased Agreements accrue and relate to periods beginning on or after Disclosure Schedule; and (E) All other liabilities included in the Closing Date (as hereinafter defined) (such obligations, Balance Sheet which are taken into account in calculating the “Assumed Liabilities”Net Asset Value pursuant to Section 5(A). Except for the Assumed Liabilities, Purchasers shall not assume or have any responsibility for any debt, liability, obligation or commitment of any nature, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, relating to Sellers, the Assets or the Business, including, without limitation, the following liabilities and obligations, all of which shall be retained by Sellers: (i) any liability of Sellers for any federal, state or local taxes with respect to the Assets or the Business for any period prior to the Closing Date; (ii) any liability of Sellers to third parties resulting from the negotiation of this Agreement and the consummation of the transactions contemplated hereby; (iii) any liability of Sellers or any shareholder of any Seller to any other Seller or shareholder of any Seller, including, without limitation any Damages, Actions or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Liabilities”); (iv) any liability of Sellers with respect to the Continuing Agreements; and (v) any liability of Sellers with respect to the Assets or the Business to the extent such liabilities accrue or relate to a period prior to the Closing Date (collectively, the “Excluded Liabilities”). Nothing in this Section 1.3 is intended to or shall have any effect whatsoever on Purchasers’ obligations under any of the Hotel Agreements or the HRP Agreement, and the term “Excluded Liabilities” shall refer only to liabilities which would otherwise have been Sellers’ obligations in accordance with the Hotel Agreements and the HRP Agreement.

Limited Assumption of Liabilities. On Upon the terms sale and subject to purchase of the conditions set forth herein--------------------------------- Subject Assets, at the Closing, Purchasers Buyer shall assume, assume and agree to pay, perform and pay or discharge when due in due courseaccordance with their respective terms, those liabilities and listed on Schedule 1.2, including without limitation all obligations of Sellers with Seller reflected on the March 28, 1998 Balance Sheet and other obligations incurred following such Balance Sheet Date in the ordinary course of business, all obligations on all contracts including those listed on Schedule 2.11, all liabilities in respect of Taxes for which Buyer is responsible, any warranty or other obligations to provide service on, or to repair or replace, any products sold by ADRA prior to the Purchased Agreements, but in each case only to the extent that such obligations under the Purchased Agreements accrue and relate to periods beginning on or after the Closing Date (as hereinafter defined) (such obligations, the “Assumed Liabilities”)Date. Except for the Assumed Liabilities, Purchasers Buyer shall not assume or have any responsibility be liable for any debtliabilities or obligations of Seller arising at or prior to the Closing unless identified herein or on Schedule 1.2. Without limiting the foregoing, liabilityand unless identified herein or on Schedule 1.2, obligation Buyer shall not assume and shall not pay any of the following liabilities or commitment of any natureobligations: (a) liabilities incurred by Seller in connection with this Agreement, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, relating to Sellers, and the Assets or the Businesstransactions provided for herein, including, without limitation, counsel and accountants' fees, salary continuation arrangements extended to ADRA employees and severance arrangements incurred by or for the following liabilities and obligationsaccount of Seller, all of which shall be retained or committed to by Sellers: (i) any liability of Sellers for any federalSeller, state or local taxes with respect to the Assets or the Business for any period in each case prior to the Closing Date, and expenses pertaining to the performance by Seller of its obligations hereunder whenever incurred; (b) subject to Section 1.10 hereof, Taxes (as defined in Section 2.8 hereof) payable by Seller, except for Taxes related to the Subject Assets with respect to periods ending after the Closing Date. Buyer shall not be responsible for any income related Taxes incurred by Seller prior to the Closing Date; (c) liabilities of Seller with respect to any options, warrants, agreements or convertible or other rights to acquire any shares of its capital stock of any class; and (iid) liabilities in connection with or relating to any liability actions, suits, claims, proceedings, demands, assessments and judgments, costs, losses, liabilities, damages, deficiencies and expenses (whether or not arising out of Sellers to third parties resulting from the negotiation of this Agreement third-party claims but in each and the consummation every case exclusively arising out of the transactions contemplated hereby; (iii) any liability conduct of Sellers or any shareholder of any Seller to any other Seller or shareholder of any Sellerthe Business before the Closing Date), including, without limitation any Damageslimitation, Actions interest, penalties, attorneys' and accountants' fees and all amounts paid in investigation, defense or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Liabilities”); (iv) any liability settlement of Sellers with respect to the Continuing Agreements; and (v) any liability of Sellers with respect to the Assets or the Business to the extent such liabilities accrue or relate to a period prior to the Closing Date (collectively, the “Excluded Liabilities”). Nothing in this Section 1.3 is intended to or shall have any effect whatsoever on Purchasers’ obligations under any of the Hotel Agreements foregoing. The liabilities to be assumed by the Buyer under this Agreement are hereinafter sometimes referred to as the "Liabilities" and the liabilities which are not assumed by Buyer under this Agreement are hereinafter sometimes referred to as the "Excluded Liabilities". The assumption of said Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or the HRP Agreementarrangements with Buyer or Seller, and the term “Excluded nothing herein shall prevent Buyer or Seller from contesting in any manner any of said Liabilities” shall refer only to liabilities which would otherwise have been Sellers’ obligations in accordance with the Hotel Agreements and the HRP Agreement.

Limited Assumption of Liabilities. On the terms and subject to the conditions set forth herein, at the Closing, Purchasers shall assumePurchaser hereby assumes, and agree agrees to pay, perform and discharge in due course, those liabilities and obligations of Sellers Seller with respect to to: (i) the Purchased AgreementsLeases; (ii) the Personal Property Leases; (iii) those contracts, agreements and other instruments set forth on Schedule 1.2 (the “Assumed Contracts”), but in each case only to the extent that such of obligations under the Purchased Agreements accrue (i), (ii) or (iii) accruing and relate relating to periods beginning on or after the Closing Date Date; (the obligations set forth in clauses (i) through (iii) are referred to herein collectively as hereinafter defined) (such obligations, the “Assumed Liabilities”). Except for the Assumed Liabilities, Purchasers Purchaser shall not assume or have any responsibility for any debt, liability, obligation or commitment of any nature, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, relating to SellersSeller, the Assets Assets, the Real Property or the Business, including, without limitation, the following liabilities and obligations, all of which shall be retained by SellersSeller: (i) any liability of Sellers Seller for any federal, state or local taxes with respect to the Assets Assets, the Real Property or the Business for any period prior to the Closing Date; (ii) any liability of Sellers Seller to third parties resulting from the negotiation of this Agreement and the consummation of the transactions contemplated hereby; (iii) any liability of Sellers Seller or any shareholder member of any Seller to any other Seller or shareholder member of any Seller, including, including without limitation any Damages, Actions or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Member Liabilities”); (iv) any liability of Sellers Seller with respect to the Continuing Agreements; and (v) any liability of Sellers with respect to Assets, the Assets Real Property or the Business to the extent such liabilities accrue or relate to a period prior to the Closing Date (collectively, the “Excluded Liabilities”). Nothing in this Section 1.3 is intended to or shall have any effect whatsoever on Purchasers’ obligations under any of the Hotel Agreements or the HRP Agreement, and the term “Excluded Liabilities” shall refer only to liabilities which would otherwise have been Sellers’ obligations in accordance with the Hotel Agreements and the HRP Agreement.

Limited Assumption of Liabilities. On Purchaser shall not assume or become liable for any Liabilities of Seller, including without limitation any Seller Debt, except only for the terms and subject to obligations under (i) accounts payable arising in the conditions set forth herein, at ordinary course of business of Seller as they exist as of the Closing, Purchasers shall assume, and agree to pay, perform and discharge Effective Time; (ii) Seller's warranty obligations arising in due course, those liabilities and obligations the ordinary course of Sellers business of Seller with respect to products shipped by Seller prior to the Purchased AgreementsEffective Time; (iii) the Assumed Vacation Liability as it exists as of the Effective Time; (iv) the Assumed Liabilities; (v) the Orders existing as of the Effective Time; and (vi) any Acquired Contracts, but in each case only with respect to the extent that such obligations under the Purchased Agreements accrue and relate to periods beginning on or performance first required after the Closing Date (as hereinafter defined) (such obligations, the “Assumed Liabilities”). Except for the Assumed Liabilities, Purchasers shall not assume or have specifically excluding any responsibility liability for any debt, liability, obligation breaches or commitment of failure to perform which may have occurred under any nature, whether now Orders or hereafter existing, absolute, contingent or otherwise, known or unknown, relating to Sellers, the Assets or the Business, including, without limitation, the following liabilities and obligations, all of which shall be retained by Sellers: (i) any liability of Sellers for any federal, state or local taxes with respect to the Assets or the Business for any period Acquired Contracts prior to the Closing Date). Without limiting the generality of the foregoing, it is specifically understood and agreed that Purchaser is not assuming any other Liabilities of Seller. Without limitation: (i) except only for Purchaser’s assumption of Seller’s warranty obligations as provided in the preceding paragraph, Purchaser has no liability for, and is not assuming, any Liabilities of Seller relating to services provided by Seller or products sold by Seller, and in particular and without limitation Purchaser has no liability for product liability or service liability or product defect claims of any kind relating to products sold or services performed by Seller; (ii) Purchaser shall not assume any liability of Sellers to third parties resulting from the negotiation of this Agreement Seller Debt, except as specifically set forth on Exhibit D; and the consummation of the transactions contemplated hereby; (iii) except only for the Assumed Vacation Liability, Seller shall be responsible for any liability of Sellers or any shareholder of any Seller and all Liabilities owed to its employees which accrue before the Effective Time, including but not limited to any accrued vacation pay(whether vested or not) and sick pay, severance payments, health coverage, and unpaid wages. In this connection, it is understood that although Purchaser intends to offer employment to some or all of Seller’s employees employed in the Business, Purchaser has the right to decide in its reasonable discretion which employees, if any, it will hire. Seller shall pay or satisfy all Liabilities that Seller has to employees (other than the Assumed Vacation Liability) within thirty (30) days of Closing, in accordance with Seller’s normal practices and procedures, so as to avoid any adverse impact upon the Business and the Purchased Assets in the hands of Purchaser. Subject to the terms and conditions in this Agreement, Seller or shareholder and Shareholder, jointly and severally, shall indemnify, save and hold Purchaser harmless from and against any and all Liabilities of any Seller, includingexcept only for those Liabilities specifically assumed by Purchaser pursuant to this Section, including without limitation any Damageslimitation, Actions all Liabilities and Losses relating to or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Liabilities”); (iv) any liability arising out of Sellers with respect to the Continuing Agreements; and (v) any liability ownership or operations of Sellers with respect to the Assets Business, or the Business to condition of the extent such liabilities accrue Premise on or relate to a period prior to the Closing Date (collectively, the “Excluded Liabilities”). Nothing in this Section 1.3 is intended to or shall have any effect whatsoever on Purchasers’ obligations under any of the Hotel Agreements or the HRP Agreement, and the term “Excluded Liabilities” shall refer only to liabilities which would otherwise have been Sellers’ obligations in accordance with the Hotel Agreements and the HRP AgreementDate.

Limited Assumption of Liabilities. On the terms and subject Notwithstanding anything herein to the conditions set forth hereincontrary, at the ClosingSeller agrees that Buyer shall not be obligated to assume or perform and is not assuming or performing any liabilities or obligations of Seller, Purchasers shall assumewhether known or unknown, fixed or contingent, certain or uncertain, and agree to payregardless of when such liabilities or obligations may arise or may have arisen or when they are or were asserted (the "RETAINED LIABILITIES"), perform and discharge Seller shall remain responsible for all Retained Liabilities, except solely for the following (the "ASSUMED LIABILITIES"): (a) Seller's liabilities for (i) accounts payable, other than such accounts payable specifically identified on SCHEDULE 1.2 attached hereto and any accounts payable for line items identified on SCHEDULE 1.2 attached hereto as having a $0 balance, and (ii) outstanding purchase orders issued in due coursethe ordinary course of business but not yet reflected in the accounts payable because the vendor has not yet invoiced Seller; provided, those however, that Buyer shall not assume more than $73,894 of such liabilities and obligations in the aggregate; (b) Seller's residual liabilities as of Sellers with respect to the Purchased Agreements, but in each case only to the extent that such obligations under the Purchased Agreements accrue and relate to periods beginning on or after the Closing Date (as hereinafter defineddefined below) (such obligations, the “Assumed Liabilities”). Except for the Assumed Liabilities, Purchasers shall not assume or have any responsibility for any debt, liability, obligation or commitment of any nature, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, relating to Sellers, the Assets or the Business, including, without limitation, the following liabilities and obligations, all of which shall be retained by Sellers: (i) any liability of Sellers for any federal, state or local taxes with respect to service contracts of Seller acquired by Buyer hereunder; (c) Seller's warranty obligations arising with respect to equipment sold in the Assets normal and ordinary course of business by Seller on or the Business for any period prior to the Closing Date; , which obligations shall not have been satisfied in connection therewith as of the Closing Date; (d) Seller's liabilities and obligations under the Seller Contracts constituting Purchased Assets, excluding such liabilities and obligations resulting from or arising in connection with any breach of contract, breach of warranty, tort, injury caused to another, infringement claim, lawsuit or violation of law arising prior to, or otherwise related to the period prior to, the Closing; (e) Seller's (i) liabilities with respect to vacation and personal time leave accrued but not used as of the Closing Date for each League City Employee and (ii) any liability of Sellers to third parties resulting from the negotiation of this Agreement and the consummation of the transactions contemplated hereby; (iii) any liability of Sellers costs agreed in writing by Buyer at or any shareholder of any Seller to any other Seller or shareholder of any Seller, including, without limitation any Damages, Actions or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Liabilities”); (iv) any liability of Sellers with respect to the Continuing Agreements; and (v) any liability of Sellers with respect to the Assets or the Business to the extent such liabilities accrue or relate to a period prior to the Closing Date (collectively, the “Excluded Liabilities”). Nothing in this Section 1.3 is intended or costs otherwise required by law resulting from Buyer's failure to or shall have hire any effect whatsoever on Purchasers’ obligations under any of the Hotel Agreements or the HRP Agreement, and the term “Excluded Liabilities” shall refer only to liabilities which would otherwise have been Sellers’ obligations in accordance with the Hotel Agreements and the HRP AgreementLeague City Employee.

Limited Assumption of Liabilities. On the terms and subject to the conditions set forth herein, at At the Closing, Purchasers Seller shall --------------------------------- assign and transfer to Buyer, and Buyer shall assume, be obligated to pay or otherwise satisfy or be responsible for, (i) the obligations and agree to pay, perform and discharge in due course, those liabilities and obligations of Sellers with respect to the Purchased Agreements, but in each case only to the extent that such obligations under the Purchased Agreements accrue and relate to periods beginning arising or accruing on or after the Closing Date (as hereinafter definedunder all of the Franchises, Leases and Governmental Authorizations, and under those Access Agreements and Other Agreements listed on Schedules 1.1(d) and 1.1(i) (such obligationsFranchises, Leases, ---------------- ------ Governmental Authorizations, Access Agreements and Other Agreements are sometimes referred to herein as the “"Assumed Liabilities”Contracts"). Except for the Assumed Liabilities, Purchasers shall not assume or have any responsibility for any debt, liability, obligation or commitment of any nature, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, relating to Sellers, the Assets or the Business, including, without limitation, the following liabilities and obligations, all of which shall be retained by Sellers: (i) any liability of Sellers for any federal, state or local taxes with respect to the Assets or the Business for any period prior to the Closing Date; (ii) any liability other obligations and liabilities of Sellers Seller only to third parties resulting from the negotiation extent that there shall be an adjustment in favor of this Agreement Buyer with respect thereto pursuant to Section 2.4; and the consummation of the transactions contemplated hereby; (iii) any liability all obligations and liabilities arising out of Sellers or any shareholder Buyer's ownership of any Seller to any other Seller or shareholder of any Seller, including, without limitation any Damages, Actions or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Liabilities”); (iv) any liability of Sellers with respect to the Continuing Agreements; and (v) any liability of Sellers with respect to the Transferred Assets or operation of the Business to the extent such liabilities accrue or relate to a period prior to Systems after the Closing Date (collectively, the “Excluded Liabilities”"Assumed Obligations"). Nothing Notwithstanding the foregoing, upon the agreement of Buyer, if the assignment and transfer of any Assumed Obligation would cause a breach of or default under the Assumed Contract under which the Assumed Obligation arises, and if the required consent to its transfer and assignment has not been obtained by Closing, Seller agrees to continue, at Buyer's expense (other than charges for personnel or internal operating administrative or overhead expenses of Seller or any creditor of Seller), the Assumed Contract in this Section 1.3 is intended to or effect, and Buyer shall have any effect whatsoever on Purchasers’ obligations under any and enjoy the benefit of the Hotel Agreements rights and obligations thereunder as agent for Seller until such time as the consent is obtained (but not to extend more than 90 days beyond the Closing Date, at which time such item shall be deemed to have been automatically assigned and transferred to Buyer, without any further act on the part of Buyer or Seller). All debts, liabilities and obligations arising out of or relating to the Transferred Assets or the HRP Agreementoperation of the Systems other than the Assumed Obligations shall remain and be the obligations and liabilities solely of Seller, and the term “Excluded Liabilities” Buyer shall refer only to not assume or have any obligation or liability for such debts, liabilities which would otherwise have been Sellers’ obligations in accordance with the Hotel Agreements and the HRP Agreementor obligations.

Limited Assumption of Liabilities. On (a) Purchaser will not assume any liabilities and obligations of the terms and subject to Seller or any of its Affiliates other than: (i) those liabilities of the conditions set forth herein, at Seller listed on Schedule 2.3 (the Closing, Purchasers shall assume, and agree to pay, perform and discharge in due course, ------------- "Assumed Liabilities"); -------------- (ii) those liabilities and obligations under the Assigned Contracts assumed by Purchaser pursuant to Section 2.4 (the "Assumed ------- Contracts"); --------- (iii) those liabilities which Purchaser elects to assume with respect to Seller's employees (the "Employee Liabilities"); and --------------------- (iv) subject to the provisions of Sellers Section 2.3(c), the Hassine Debt. (b) The parties hereby acknowledge and agree that: (i) the Purchaser is not assuming any portion of the Seller Indebtedness; and (ii) the Seller will continue to be liable for all amounts due with respect to the Purchased Agreements, but in each case only Seller Indebtedness (except to the extent that such obligations debt is reduced under Section 3.3 of this Agreement), notwithstanding the Purchased Agreements accrue Seller's transfer of the collateral for such debt to Purchaser and relate Purchaser's agreement to periods beginning on or after accept such assets subject to the Closing Date Liens securing the Seller Indebtedness. (as hereinafter definedc) (such obligations, In the “Assumed Liabilities”). Except for event that the Assumed Liabilities, Purchasers shall not assume or have any responsibility for any debt, liability, obligation or commitment of any nature, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, relating Purchaser is unable to Sellers, the Assets or the Business, including, without limitation, the following liabilities and obligations, all of which shall be retained by Sellers: (i) any liability of Sellers for any federal, state or local taxes reach an agreement with Hassine with respect to the Assets or the Business for any period prior Hassine Debt on terms acceptable to the Closing Date; (ii) any liability of Sellers to third parties resulting from Purchaser, then the negotiation of this Agreement and Purchaser will assume the consummation of the transactions contemplated hereby; (iii) any liability of Sellers or any shareholder of any Seller to any other Seller or shareholder of any Seller, including, without limitation any Damages, Actions or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Liabilities”); (iv) any liability of Sellers with respect to the Continuing Agreements; and (v) any liability of Sellers with respect to the Assets or the Business to the extent such liabilities accrue or relate to a period prior to the Closing Date (collectively, the “Excluded Liabilities”). Nothing in this Section 1.3 is intended to or shall have any effect whatsoever on Purchasers’ obligations under any of the Hotel Agreements or the HRP AgreementHassine Debt, and the term “Excluded Liabilities” shall refer only amount of the Hassine Debt will be applied against the Purchase Price pursuant to liabilities which would otherwise have been Sellers’ obligations in accordance with the Hotel Agreements and the HRP AgreementSection 3.3.

Limited Assumption of Liabilities. On Except as specifically set forth in this Section 3, Buyer is not assuming and will not be liable for any obligation to perform or pay for any of the terms debts, liabilities or obligations of Optimal, whether known or unknown, now or hereafter existing, absolute or contingent, liquidated or disputed and subject whether or not arising out of or related to the conditions set forth hereinPurchased Assets, at the ClosingBusiness or the consummation of the transactions contemplated in this Agreement (the "Transaction"). As the sole exception to the foregoing, Purchasers shall assumeas of the Closing Date, Buyer agrees to assume and become responsible for, and agree to pay, perform pay and discharge in due courseas and when due, those all of the following liabilities and obligations of Sellers Optimal (collectively, the "Assumed Liabilities"): (A) Any debts, liabilities or obligations relating to the Business or the Purchased Assets (including, without limitation, the Contracts, the Permits and the Permitted Encumbrances), of whatsoever nature or character, whether absolute or contingent, liquidated or disputed, relating to any matters arising after the Closing Date and any other liabilities to be assumed by Buyer as specifically provided in this Agreement; provided, however, in no event shall Buyer assume any liabilities or obligations to the extent such liabilities or obligations are attributable to any breach or default by Optimal under such Purchased Assets occurring on or before the Closing Date, except to the extent included in the Closing Balance Sheet which are taken into account in calculating the Net Asset Value pursuant to Section 5; (B) Current liabilities of the Business, consisting solely of accounts payable, (including interest, fees and penalties accrued prior to the Closing Date) accrued expenses, deferred revenues and other current liabilities included in the Closing Balance Sheet and included in the calculation of Net Asset Value pursuant to Section 5; (C) Obligations with respect to Eligible Employees who accept employment with Buyer, to the extent set forth in Section 9(B); (D) Any claims made against Buyer that the Purchased AgreementsAssets infringe on any intellectual property rights or fail to comply with any applicable Laws, but in each case only to the extent that such obligations under matters are listed in Section 3(D) of the Purchased Agreements accrue and relate to periods beginning on or after Disclosure Schedule; and (E) All other liabilities included in the Closing Date (as hereinafter defined) (such obligations, Balance Sheet which are taken into account in calculating the “Assumed Liabilities”). Except for the Assumed Liabilities, Purchasers shall not assume or have any responsibility for any debt, liability, obligation or commitment of any nature, whether now or hereafter existing, absolute, contingent or otherwise, known or unknown, relating Net Asset Value pursuant to Sellers, the Assets or the Business, including, without limitation, the following liabilities and obligations, all of which shall be retained by Sellers: (i) any liability of Sellers for any federal, state or local taxes with respect to the Assets or the Business for any period prior to the Closing Date; (ii) any liability of Sellers to third parties resulting from the negotiation of this Agreement and the consummation of the transactions contemplated hereby; (iii) any liability of Sellers or any shareholder of any Seller to any other Seller or shareholder of any Seller, including, without limitation any Damages, Actions or Third-Party Claims (as such terms are hereinafter defined) (“Shareholder Liabilities”); (iv) any liability of Sellers with respect to the Continuing Agreements; and (v) any liability of Sellers with respect to the Assets or the Business to the extent such liabilities accrue or relate to a period prior to the Closing Date (collectively, the “Excluded Liabilities”). Nothing in this Section 1.3 is intended to or shall have any effect whatsoever on Purchasers’ obligations under any of the Hotel Agreements or the HRP Agreement, and the term “Excluded Liabilities” shall refer only to liabilities which would otherwise have been Sellers’ obligations in accordance with the Hotel Agreements and the HRP Agreement5.