Common use of Assumed and Excluded Liabilities Clause in Contracts

Assumed and Excluded Liabilities. (a) The applicable Transferred Company shall assume or retain and be responsible, from and after the Closing, for (i) all of the Liabilities of Seller and its Subsidiaries to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, including the Liabilities of the Transferred Companies under this Agreement and the Ancillary Documents (other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement) including Liabilities (to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets) (A) in respect of leased vehicles, equipment leases, Transferred Real Property Leases, or any of the Transferred Companies’ use and occupancy of leased premises, (B) arising from existing orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities, (C) arising from new orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities imposed or agreed to during the course of approval for the transactions contemplated by this Agreement, (D) arising from customer service obligations and contracts, (E) for customer deposits, prepayments and advance ▇▇▇▇▇▇▇▇ and (F) arising out of or related to any of the Transferred Real Property; and (ii) all Liabilities in respect of the Assigned Contracts or Unassigned Assets or yet to be novated Federal Government Contracts as provided in Section 2.4 ((i) and (ii) collectively, the “Assumed Liabilities”) and (b) one or more members of the Seller Group, as applicable, shall assume and be responsible for (i) all of the Liabilities of the Transferred Companies to the extent relating to, arising out of or resulting from an Excluded Asset or any other asset specifically retained by the Seller Group at the Closing pursuant to this Agreement or an Ancillary Document, whether incurred before, on or after the Closing, provided, however, that this clause (b)(i) shall not apply to any Intellectual Property to the extent used or practiced in the Transferred Business before, on or after the Closing; (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, or under any workers compensation Laws or arrangements, in each case except to the extent expressly assumed by Buyer under the Employee Matters Agreement; (iii) all Taxes for which Seller is responsible under Section 6.5(a); (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller or any of its Subsidiaries (including the fees and expenses of legal counsel, any accountant, auditor, broker, financial advisor, investment banker or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, including any accountant, auditor, broker, financial advisor, investment banker or consultant fees in connection with the implementation of the Pre-Closing Reorganization; (v) any Liabilities of the Transferred Companies relating to, arising out of or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than to the extent such Liabilities relate to, arise out of or result from the Transferred Business, the Transferred Companies, the ownership or operation of the Transferred Assets or the Transferred Companies’ historic wireline business conducted within the States) and (vi) all Liabilities existing as of the Closing Date, to the extent relating to, arising out of or resulting from any intercompany payables to be settled pursuant to Section 2.2, in each case whether incurred before, on or after the Closing, except as otherwise expressly provided in this Agreement (collectively, the “Excluded Liabilities”).

Assumed and Excluded Liabilities. (a) The applicable Transferred Company shall assume or retain On the terms and be responsiblesubject to the conditions set forth in this Agreement, from and after at the Closing, for Purchaser (ior, if applicable, its Designee) shall assume from Seller and thereafter pay, perform or discharge in accordance with their terms, Seller’s cost to cure all monetary defaults arising under all Designated Contracts pursuant to Section 365(b) of the Liabilities of Seller and its Subsidiaries to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, including the Liabilities of the Transferred Companies under this Agreement and the Ancillary Documents Bankruptcy Code (other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement) including Liabilities (to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets) (A) in respect of leased vehicles, equipment leases, Transferred Real Property Leases, or any of the Transferred Companies’ use and occupancy of leased premises, (B) arising from existing orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities, (C) arising from new orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities imposed or agreed to during the course of approval for the transactions contemplated by this Agreement, (D) arising from customer service obligations and contracts, (E) for customer deposits, prepayments and advance ▇▇▇▇▇▇▇▇ and (F) arising out of or related to any of the Transferred Real Property; and (ii) all Liabilities in respect of the Assigned Contracts or Unassigned Assets or yet to be novated Federal Government Contracts as provided in Section 2.4 ((i) and (ii) collectively, the “Assumed Liabilities”) and ). (b) one Except for the Assumed Liabilities, Purchaser (or, if applicable, its Designee) will not assume and shall not become liable to pay, perform or more members discharge any Liability whatsoever of Seller or its Affiliates or relating to any of the Seller GroupAcquired Assets or the Business, as applicable, shall assume and be responsible for including but not limited to the following: (i) all of the Liabilities of the Transferred Companies Seller’s liabilities or obligations under this Agreement and any Exhibits or Schedules attached hereto; (ii) Seller’s liabilities or obligations for expenses or fees incident to the extent relating to, or arising out of or resulting from an Excluded Asset or any other asset specifically retained by the Seller Group at the Closing pursuant to this Agreement or an Ancillary Documentnegotiation, whether incurred before, on or after the Closing, provided, however, that this clause (b)(i) shall not apply to any Intellectual Property to the extent used or practiced in the Transferred Business before, on or after the Closing; (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, or under any workers compensation Laws or arrangements, in each case except to the extent expressly assumed by Buyer under the Employee Matters Agreement; (iii) all Taxes for which Seller is responsible under Section 6.5(a); (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller or any of its Subsidiaries (including the fees and expenses of legal counsel, any accountant, auditor, broker, financial advisor, investment banker or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery approval or authorization of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreementherein, including without limitation the fees and expenses of Seller’s attorneys, accountants, brokers, and other advisors; (iii) any accountantLiabilities under or related to any and all Benefit Plans, auditoror any plans, brokeragreements or arrangements relating to compensation or benefits, financial advisorthat are now or ever have been maintained or contributed to by Seller or any member of its Control Group (as defined under IRS Code Section 414(b), investment banker (c) or consultant fees in connection with the implementation of the Pre-Closing Reorganization; (m)), (iv) any Collective Bargaining Agreements; (v) any Liabilities pursuant to any Contract that is not, or is no longer deemed to be pursuant to Section 1.2, a Designated Contract; (vi) other than cure amounts constituting Assumed Liabilities, any Liabilities (including Liabilities in respect of advances or loans, occupational safety, workers’ or workmen’s compensation, grievance proceedings or actual or threatened litigation, suits, claims, demands or governmental proceedings) that arose or were incurred on or before the Transferred Companies relating toClosing, arising or that are based on events occurring or conditions existing on or before the Closing, or that arose out of or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than related to the extent such Liabilities relate toownership, arise out operation, use or control of the Acquired Assets or result from the Transferred Business prior to the Closing; (vii) any liability or investigatory, corrective or remedial obligation (contingent or otherwise, and including any liability or obligation for response costs, personal injury, property damage or natural resource damage), whenever arising or occurring, arising under any local, state or federal environmental and safety requirements with respect to the Seller, the Seller’s Business, the Transferred CompaniesAcquired Assets, the ownership Designated Contracts, the Real Property or operation any other current or former operations or facilities of Seller or the Business (including without limitation any arising from the on-site or off-site release, threatened release, treatment, storage, disposal, or arrangement for disposal of any hazardous or toxic materials, substances, or wastes), whether or not constituting a breach of any representation or warranty herein or whether or not set forth on any disclosure schedule hereto (collectively, the “Environmental Liabilities”); (viii) any liabilities and obligations of Seller for federal, state, local or foreign Taxes that have accrued prior to the Closing Date, whether or not assessed, invoiced, or due and payable by the Closing Date, including but not limited to any liabilities related to Taxes arising as a result of such Seller at any time being a member of an affiliated group as defined in Section 1504(a) of the Transferred IRS Code, with any necessary prorations for Taxes in connection with Closing to be made in accordance with local custom and usage; and (ix) any liabilities and obligations of Seller for utility services related to any of the Acquired Assets or Designated Contracts, such as gas, electricity, water and sewer, to and through the Transferred Companies’ historic wireline business conducted within the States) and (vi) all Liabilities existing Closing Date, based on a final reading for any utility service or, where such is unavailable as of the Closing Date, to based on a daily proration of such costs when the extent relating to, arising out of or resulting from any intercompany payables to be settled pursuant to Section 2.2, in each case whether incurred before, on or after first ▇▇▇▇ covering the Closing, except as otherwise expressly provided in this Agreement (collectively, period including the “Excluded Liabilities”)Closing Date is received.

Assumed and Excluded Liabilities. At the Time of Closing, the Purchaser shall assume, and agree to discharge and perform according to the terms thereof, (a) The applicable Transferred Company shall assume those Liabilities and obligations arising or retain accruing under the contracts, undertakings, documents and be responsibleagreements identified on or attached to Schedule 1.4 and/or 2.9 hereto, from including, without limitation, any leases (all contracts, undertakings, documents and after agreements identified on or attached to Schedule 1.4 and/or 2.9, including, without limitation, any leases, the Closing, for (i"Assumed Contracts") all of the Liabilities of Seller and its Subsidiaries subsequent to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, including the Liabilities of the Transferred Companies under this Agreement Effective Date and the Ancillary Documents (other than the Excluded b) any Liabilities and except as otherwise expressly provided in this Agreement) including Liabilities (obligations of either or both of Sellers arising at any time relating directly or indirectly to the extent relating to, arising out fact that any assignment of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets) (A) in respect of leased vehicles, equipment leases, Transferred Real Property Leasesany Assumed Contract, or any of disclosure to Purchaser or its advisors, agents, consultants or representatives, or that the Transferred Companies’ use and occupancy of leased premises, (B) arising from existing orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities, (C) arising from new orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities imposed or agreed to during the course of approval for the transactions transaction contemplated by this Agreement, constitutes or causes, in any such case, a violation, breach or default of or under, or causes a cancellation of, any Assumed Contract or any applicable law, rule or regulation or requires an approval, filing and/or notice (D) arising from customer service all obligations and contracts, Liabilities identified in (E) for customer deposits, prepayments and advance ▇▇▇▇▇▇▇▇ and (F) arising out of or related to any of the Transferred Real Property; and (ii) all Liabilities in respect of the Assigned Contracts or Unassigned Assets or yet to be novated Federal Government Contracts as provided in Section 2.4 ((i) and (ii) collectively, the “Assumed Liabilities”a) and (b), the "Assumed Liabilities"). Notwithstanding anything to the contrary contained in Section 1.3, the Purchaser shall have no responsibility whatsoever with respect to any other liabilities, contracts, commitments and other obligations of the Sellers; all such other liabilities, contracts, commitments and obligations being referred to as "Excluded Liabilities". Sellers agree that the Excluded Liabilities, but subject to Section 1.11, include without limitation: (a) one any obligations or more members liabilities of the Sellers arising under this Agreement; (b) any obligation of the Sellers for federal, state or local income tax liability (including interest and penalties) arising from the operations of the Sellers up to the Effective Date or arising out of the sale by the Sellers of the Purchased Assets pursuant hereto; (c) any payroll or intangible taxes arising up to the Effective Date; (d) any obligation of the Sellers for expenses incurred in connection with the sale of the Purchased Assets pursuant hereto; (e) any liability (including presently existing contingent unfunded liability) arising under any multiemployer pension or benefit plans prior to the Effective Date; or (f) any other liability or obligation of the Seller Groupwhich is not expressly assumed by the Purchaser pursuant to this Section 1.4. (g) without limiting the generality of the foregoing statement, as applicablePurchaser shall not assume, and Sellers shall assume retain and be responsible for (i) all of the Liabilities of the Transferred Companies for, any liability arising prior to the extent relating toEffective Date under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or other environmental liability of any nature arising out prior to the Effective Date with respect to the remediation of any real property or resulting from an Excluded Asset groundwater which relates to the generation, collection, transportation or disposal of any materials ("Environmental Liability") by Sellers or any other asset specifically retained by the Seller Group at the Closing pursuant business predecessor of Sellers to this Agreement any site or an Ancillary Documentfacility whatsoever, whether incurred beforeor not such site or facility was owned, on leased, or operated by either of them at any time, whether such liability is asserted prior to or after the Closing, provided, however, that this clause (b)(i) shall not apply to any Intellectual Property to the extent used or practiced in the Transferred Business before, on or after the Closing; (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, or under any workers compensation Laws or arrangements, in each case except to the extent expressly assumed by Buyer under the Employee Matters Agreement; (iii) all Taxes for which Seller is responsible under Section 6.5(a); (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller or any of its Subsidiaries (including the fees and expenses of legal counsel, any accountant, auditor, broker, financial advisor, investment banker or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, including any accountant, auditor, broker, financial advisor, investment banker or consultant fees in connection with the implementation of the Pre-Closing Reorganization; (v) any Liabilities of the Transferred Companies relating to, arising out of or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than to the extent such Liabilities relate to, arise out of or result from the Transferred Business, the Transferred Companies, the ownership or operation of the Transferred Assets or the Transferred Companies’ historic wireline business conducted within the States) and (vi) all Liabilities existing as of the Closing Date, to the extent relating to, arising out of or resulting from any intercompany payables to be settled pursuant to Section 2.2, in each case whether incurred before, on or after the Closing, except as otherwise expressly provided in this Agreement (collectively, the “Excluded Liabilities”).

Assumed and Excluded Liabilities. (a) The applicable Transferred Company At the Closing and except as otherwise provided in Section 2.3(c), Purchaser shall assume or retain and be responsibleagree to pay, from honor and after discharge when due the Closingfollowing liabilities (collectively, for the "Assumed Liabilities"): (i) all Assumed Contract Obligations relating to Assumed Contracts; (ii) all trade payables of Seller incurred in the ordinary course of the Liabilities conduct of the Division Business and listed by item and amount on Schedule 2.3(a)(ii) hereto; (iii) all current liabilities of Seller incurred in the ordinary course of the conduct of Division Business and listed by item and amount on Schedule 2.3(a)(iii) hereto; (iv) all obligations of Seller to provide its Subsidiaries customers who have purchased software with modifications to correct any problems with such software that have been published within the twelve (12) month period of the date of shipment of such software; and (v) all obligations of Seller with respect to any warranty claims for defective invoiced products pursuant to the Assumed Contracts. (b) Other than the Assumed Liabilities, Purchaser shall not assume, and the parties do not intend for Purchaser to assume, pursuant to this Agreement or otherwise, any liabilities or obligations of Seller, its shareholders or Affiliates of any kind or nature whatsoever, whether accrued, absolute, contingent or otherwise, known or unknown, including, without limitation, any of the Excluded Liabilities (as defined in Section 2.3(c) hereof). Seller shall faithfully pay, honor, perform and discharge as and when due all of the Excluded Liabilities. (c) Purchaser shall not assume and shall not be liable for any liabilities of Seller other than the Assumed Liabilities, and the Assumed Liabilities specifically exclude the following liabilities (the "Excluded Liabilities"): (i) any debts, liabilities or obligations, litigations, proceedings, claims and all other liabilities of any kind whatsoever, whether known or unknown, to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, including the Liabilities of the Transferred Companies under this Agreement and the Ancillary Documents (other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement) including Liabilities (to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets) (A) in respect of leased vehicles, equipment leases, Transferred Real Property Leases, not pertaining to the Division Business or any of the Transferred Companies’ use and occupancy of leased premises, Purchased Assets or (B) arising from existing orders or relating to the Division Business or the Purchased Assets on or prior to the Closing Date; (ii) any debts or liabilities of Seller (other than the trade payables set forth on Schedule 2.3(a)(ii) and the current liabilities set forth on Schedule 2.3(a)(iii)) including, without limitation, any amounts or agreements obligations due or arising under any financing documents or equipment financing arrangements, bank debt, accounts payable, indebtedness to Affiliates and any other debts or liabilities; (iii) the expenses of Seller referred to in Section 11.13 hereof; (iv) any obligations that arise under any guaranty or surety arrangement made by Seller or any of its shareholders; (A) any Taxes incurred or payable with respect to the State CommissionsDivision Business and the Purchased Assets on or prior to the Closing Date including, Video Franchisors and other regulatory authoritieswithout limitation, (C) arising from new orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities imposed or agreed any taxes due pursuant to during the course of approval for the transactions contemplated by this Agreement, (D) arising from customer service obligations and contracts, (E) for customer deposits, prepayments and advance ▇▇▇▇▇▇▇▇ and (FB) arising out any liability of or related to any of the Transferred Real Property; and Seller for Taxes (ii) all Liabilities in respect of the Assigned Contracts or Unassigned Assets or yet to be novated Federal Government Contracts as provided in Section 2.4 ((i) and (ii) collectively, the “Assumed Liabilities”) and (b) one or more members of the Seller Group, as applicable, shall assume and be responsible for (i) all of the Liabilities of the Transferred Companies to the extent relating to, arising out of or resulting from an Excluded Asset or any other asset specifically retained by the Seller Group at the Closing including pursuant to this Agreement or an Ancillary Document, whether incurred before, on or after the Closing, provided, however, that this clause (b)(i) shall not apply to any Intellectual Property to the extent used or practiced in the Transferred Business before, on or after the Closing; (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, or under any workers compensation Laws or arrangements, in each case except to the extent expressly assumed by Buyer under the Employee Matters Agreement; (iii) all Taxes for which Seller is responsible under Section 6.5(a); (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller or any of its Subsidiaries (including the fees and expenses of legal counsel, any accountant, auditor, broker, financial advisor, investment banker or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement); (A) any debts, including liabilities or obligations arising out of Seller's payroll obligations or Employee Benefit Plans, and (B) any accountantdebts, auditorliabilities or obligations arising out of the employment or termination of employment of any employees of Seller, brokerwhether or not arising from the transactions contemplated herein; (vii) any product liability or warranty claim, financial advisorother than as set forth in the Assumed Contracts, investment banker with respect to any products or consultant fees services sold by Seller in connection with the implementation conduct of the Pre-Closing Reorganization; (v) any Liabilities of the Transferred Companies relating to, arising out of Division Business on or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than prior to the extent such Liabilities relate to, arise out of or result from the Transferred Business, the Transferred Companies, the ownership or operation of the Transferred Assets or the Transferred Companies’ historic wireline business conducted within the States) and (vi) all Liabilities existing as of the Closing Date; and (viii) any debts, liabilities or obligations, known or unknown, contingent or liquidated or otherwise, pertaining to the extent relating to, arising out of or resulting from any intercompany payables to be settled pursuant to Section 2.2, in each case whether incurred before, on or after the Closing, except as otherwise expressly provided in this Agreement (collectively, the “Excluded Liabilities”)Assets.

Assumed and Excluded Liabilities. (a) The applicable Transferred Company shall assume or retain On the terms and be responsiblesubject to the conditions set forth herein, from and after the Closing, for (i) all of the Liabilities of Seller Buyer will assume and its Subsidiaries to satisfy or perform when due the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, including the Liabilities of the Transferred Companies under this Agreement and the Ancillary Documents (other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement) including following Liabilities (to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets) (A) in respect of leased vehicles, equipment leases, Transferred Real Property Leases, or any of the Transferred Companies’ use and occupancy of leased premises, (B) arising from existing orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities, (C) arising from new orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities imposed or agreed to during the course of approval for the transactions contemplated by this Agreement, (D) arising from customer service obligations and contracts, (E) for customer deposits, prepayments and advance ▇▇▇▇▇▇▇▇ and (F) arising out of or related to any of the Transferred Real Property; and (ii) all Liabilities in respect of the Assigned Contracts or Unassigned Assets or yet to be novated Federal Government Contracts as provided in Section 2.4 ((i) and (ii) collectively, the “Assumed Liabilities”): (i) and (b) one or more members The accounts payable of the Seller Group, as applicable, shall assume and be responsible for (i) all of the Liabilities of the Transferred Companies to the extent relating to, arising out of or resulting from an Excluded Asset or any other asset specifically retained by the Seller Group at the Closing pursuant to this Agreement or an Ancillary Document, whether incurred before, on or after the Closing, provided, however, that this clause (b)(i) shall not apply to any Intellectual Property to the extent used or practiced in the Transferred Business before, on or after the Closing; (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, or under any workers compensation Laws or arrangements, in each case except to the extent expressly assumed by Buyer under the Employee Matters Agreement; (iii) all Taxes for which Seller is responsible under Section 6.5(a); (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller or any of its Subsidiaries (including the fees and expenses of legal counsel, any accountant, auditor, broker, financial advisor, investment banker or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, including any accountant, auditor, broker, financial advisor, investment banker or consultant fees in connection with the implementation of the Pre-Closing Reorganization; (v) any Liabilities of the Transferred Companies relating to, arising out of or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than to the extent such Liabilities relate to, arise out of or result from the Transferred Business, the Transferred Companies, the ownership or operation of the Transferred Assets or the Transferred Companies’ historic wireline business conducted within the States) and (vi) all Liabilities existing as of the Closing Date, Date to the extent such accounts payable were incurred in the ordinary course of business, consistent with past practice, and which are reflected in the Final Closing Date Balance Sheet; (ii) Any purchase money security interests or lease obligations relating toto the Acquired Assets and which are set forth on Schedule 2.3(a)(ii) and which are properly reflected on the Final Closing Date Balance Sheet; (iii) Accrued payroll for the Seller’s employees as of the Closing Date to the extent such accrued payroll as reflected in the Final Closing Date Balance Sheet as set forth on Schedule 2.3(a)(iii); (iv) With respect to any Transferred Employees, arising out responsibility for any accrued, but unpaid or unused, vacation leave, sick leave, holiday leave or other permitted leaves of or resulting from absence, provided the same have been properly accrued on the Interim Financials and the Final Closing Date Balance Sheet; and (v) All Liabilities relating to the Contracts of the Seller assigned to and assumed by the Buyer, of which the underlying event giving rise to the Liability arose subsequent to the Closing Date. (b) Except for the Assumed Liabilities, the Buyer does not and shall not assume and shall not be liable for any intercompany payables to be settled pursuant to Section 2.2, in each case whether incurred before, on or after Liabilities of the Closing, except as otherwise expressly provided in this Agreement Seller (collectively, the “Excluded Liabilities”), including without limitation, the following: (i) Seller’s Debt except as otherwise expressly set forth in Section 2.3(a) above; (ii) Liabilities arising out of any events, acts or omissions of the Seller or the Members, or arising out of, relating to or resulting from the Seller’s ownership and use of the Acquired Assets or its conduct of the Business prior to Closing; (iii) Environmental Liabilities and Remediations arising out of events, acts or omissions of the Seller, the Members or any of their Affiliates, employees, servants or agents; (iv) Liabilities relating to claims or litigation involving or relating to the Business, the Seller and/or the Members for (1) any property damage claims and personal injury claims arising from the products sold or services provided by the Seller; (2) product liability, warranty or customer claims arising from products sold or services provided by the Seller; (3) any litigation described on Schedule 3.11 and (4) fraudulent or illegal acts of the Seller or the Members; (v) any intercompany indebtedness or payables existing on the Closing Date between the Seller and any of its Affiliates; (vi) Taxes attributable to the Acquired Assets or the operation of the Business for periods prior to Closing; (vii) Liabilities with respect to any Seller Plan, Multiemployer Plan or ERISA Affiliate Plan (including, for this purpose, any Employee Benefit Plan to which the Seller or an ERISA Affiliate previously contributed to or maintained), including, without limitation, the Profits Interest Bonus Plan; (viii) Fees of attorneys and accountants relating to the transactions the subject of this Agreement, whether billed or unbilled; and (ix) Without limiting the generality of the foregoing, all other Liabilities, contracts, commitments, costs or expenses or other obligations of the Seller or the Members of any nature whatsoever, known or unknown, liquidated or unliquidated, accrued, absolute, contingent or otherwise whether or not related to the Acquired Assets or the operation of Business, including, without limitation, Permitted Encumbrances, except only for the Assumed Liabilities. The Seller, the Members and the Buyer expressly agree that the Seller shall remain fully liable for the satisfaction and payment of the Excluded Liabilities, whether or not specifically referenced in this Section 2.3(b), and that the Buyer shall have no obligation with respect thereto. Without in any manner limiting the generality of the foregoing, the Buyer does not assume, and shall not be or become liable for any obligations of the Seller or the Members, excepting only the Assumed Liabilities. The Seller and the Members shall take all necessary action to insure that any and all Excluded Liabilities are paid and discharged by the Seller in a prompt and timely fashion.

Assumed and Excluded Liabilities. (a) The applicable Transferred Company Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Purchaser shall assume or retain and be responsibleagree to perform and discharge, from when due (in accordance with their respective terms and after subject to the Closingrespective conditions thereof) only the following obligations, for (i) all of the Liabilities claims and liabilities of Seller and its Subsidiaries to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, including the Liabilities of the Transferred Companies under this Agreement and the Ancillary Documents no others (other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement) including Liabilities (to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets) (A) in respect of leased vehicles, equipment leases, Transferred Real Property Leases, or any of the Transferred Companies’ use and occupancy of leased premises, (B) arising from existing orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities, (C) arising from new orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities imposed or agreed to during the course of approval for the transactions contemplated by this Agreement, (D) arising from customer service obligations and contracts, (E) for customer deposits, prepayments and advance ▇▇▇▇▇▇▇▇ and (F) arising out of or related to any of the Transferred Real Property; and (ii) all Liabilities in respect of the Assigned Contracts or Unassigned Assets or yet to be novated Federal Government Contracts as provided in Section 2.4 ((i) and (ii) collectively, the “Assumed Liabilities”) and (b) one or more members of the Seller Group, as applicable, shall assume and be responsible for ): (i) all liabilities arising from the ownership of the Liabilities of the Transferred Companies to the extent relating to, arising out of or resulting from an Excluded Asset or any other asset specifically retained by the Seller Group at Purchased Assets on and after the Closing pursuant to this Agreement or an Ancillary DocumentDate, whether incurred before, (ii) liabilities under the Assumed Contracts arising on or after the Closing, provided, however, that this clause (b)(i) shall not apply to any Intellectual Property to the extent used or practiced in the Transferred Business before, on or and after the Closing; (iiiii) the Cure Claims; and (iv) post-petition trade payables arising from the operation of the Business by Purchaser or its Subsidiary in the ordinary course. (b) Seller shall retain, and shall be responsible for paying or performing when due, or discharging, and shall pay or perform when due, or discharge, and the Purchaser shall not assume or have any Liability responsibility for, all liabilities of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, or under any workers compensation Laws or arrangements, in each case except to the extent Affiliates not expressly assumed by Buyer under the Employee Matters Agreement; (iiiPurchaser pursuant to Section 2.3(a) all Taxes for which Seller is responsible under Section 6.5(a); (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller or any of its Subsidiaries (including the fees and expenses of legal counsel, any accountant, auditor, broker, financial advisor, investment banker or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, including any accountant, auditor, broker, financial advisor, investment banker or consultant fees in connection with the implementation of the Pre-Closing Reorganization; (v) any Liabilities of the Transferred Companies relating to, arising out of or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than to the extent such Liabilities relate to, arise out of or result from the Transferred Business, the Transferred Companies, the ownership or operation of the Transferred Assets or the Transferred Companies’ historic wireline business conducted within the States) and (vi) all Liabilities existing as of the Closing Date, to the extent relating to, arising out of or resulting from any intercompany payables to be settled pursuant to Section 2.2, in each case whether incurred before, on or after the Closing, except as otherwise expressly provided in this Agreement (collectively, the “Excluded Liabilities”).. The term Excluded Liabilities shall specifically include, without limitation: (i) Taxes accruing during the Pre-Closing Tax Period; (ii) any and all liabilities accruing and/or arising out of or relating to the (iii) except for the CRCMS fee subject to approval by the court, any and all liabilities of Seller under this Agreement and all legal, accounting, brokerage, investment banking and finder’s fees or other fees and expenses incurred by or on behalf of Seller in connection with this Agreement and the transactions contemplated hereby; (iv) any and all liabilities and obligations to current and former employees or contractors of Seller, or arising under or in connection with any Seller Plans, and including commissions payable, deferred compensation, past due wages, or interest payable; (v) any and all liabilities and obligations arising out of or relating to any line-of-credit or other payable or debt facility or instrument; (vi) any and all pre-petition trade payables or other accounts payable of (vii) all liabilities related to, associated with or arising out of any action,

Assumed and Excluded Liabilities. (a) The applicable Transferred Company shall assume or retain On the terms and be responsiblesubject to the conditions set forth herein, from and after the Closing, for the Buyer will assume and satisfy or perform when due (i) all of the Liabilities of Seller and its Subsidiaries to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, including the Liabilities of the Transferred Companies under this Agreement and the Ancillary Documents (other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement) including Liabilities (to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets) (A) in respect of leased vehicles, equipment leases, Transferred Real Property Leases, or any of the Transferred Companies’ use and occupancy of leased premises, (B) arising from existing orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities, (C) arising from new orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities imposed or agreed to during the course of approval for the transactions contemplated by this Agreement, (D) arising from customer service obligations and contracts, (E) for customer deposits, prepayments and advance ▇▇▇▇▇▇▇▇ and (F) arising out of or related to any of the Transferred Real Property; and (ii) all Liabilities in respect of the Assigned Contracts or Unassigned Assets or yet to be novated Federal Government Contracts as provided in Section 2.4 ((i) and (ii) collectively, the “Assumed Liabilities”): (i) and (b) one or more members The accounts payable of the Seller Group, as applicable, shall assume and be responsible for (i) all of the Liabilities of the Transferred Companies to the extent relating to, arising out of or resulting from an Excluded Asset or any other asset specifically retained by the Seller Group at the Closing pursuant to this Agreement or an Ancillary Document, whether incurred before, on or after the Closing, provided, however, that this clause (b)(i) shall not apply to any Intellectual Property to the extent used or practiced in the Transferred Business before, on or after the Closing; (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, or under any workers compensation Laws or arrangements, in each case except to the extent expressly assumed by Buyer under the Employee Matters Agreement; (iii) all Taxes for which Seller is responsible under Section 6.5(a); (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller or any of its Subsidiaries (including the fees and expenses of legal counsel, any accountant, auditor, broker, financial advisor, investment banker or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, including any accountant, auditor, broker, financial advisor, investment banker or consultant fees in connection with the implementation of the Pre-Closing Reorganization; (v) any Liabilities of the Transferred Companies relating to, arising out of or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than to the extent such Liabilities relate to, arise out of or result from the Transferred Business, the Transferred Companies, the ownership or operation of the Transferred Assets or the Transferred Companies’ historic wireline business conducted within the States) and (vi) all Liabilities existing as of the Closing Date, Date to the extent relating tosuch accounts payable were incurred in the ordinary course of business, arising out of or resulting from any intercompany payables to consistent with past practice, and which shall be settled pursuant to Section 2.2, accepted by Buyer in each case whether incurred before, on or after writing at the Closing; (ii) Any purchase money security interests or lease obligations relating to the fixed assets of Seller acquired by Buyer and which are set forth on Schedule 2.3(a)(ii); (b) Except for the Assumed Liabilities, except as otherwise expressly provided in this Agreement the Buyer does not and shall not assume and shall not be liable for any Liabilities of the Seller and/or the Stockholders (collectively, the “Excluded Liabilities”), including without limitation, the following: (i) Liabilities arising out of any events, acts or omissions of the Seller or the Stockholders, or arising out of, relating to or resulting from the Seller’s ownership and use of the Acquired Assets or its conduct of the Business prior to the Closing; (ii) Environmental Liabilities and Remediations arising out of events, acts or omissions of the Seller, the Stockholders or any of their Affiliates, employees, servants or agents; (iii) Liabilities relating to claims or litigation involving or relating to the Seller and/or the Stockholders for (1) any property damage claims and personal injury claims arising from the products sold or services provided by the Seller; (2) product liability, warranty or customer claims arising from products sold or services provided by the Seller; and (3) the litigation described on Schedule 3.11; (iv) any inter-company indebtedness or payables existing on the Closing Date between the Seller and any of its Affiliates; (v) Taxes attributable to Seller or its operation of the Business; (vi) Liabilities with respect to any Company Plan (as defined in Section 3.15), Multiemployer Plan or ERISA Affiliate Plan (including, for this purpose, any Employee Benefit Plan to which the Seller or an ERISA Affiliate previously contributed to or maintained); (vii) Any liability deriving from a preference action or other similar bankruptcy action relating to a bankruptcy petition filed by RailWorks Corporation; (viii) Without limiting the generality of the foregoing, all other liabilities, contracts, commitments, costs or expenses or other obligations of Seller or the Stockholders of any nature whatsoever, known or unknown, liquidated or unliquidated, accrued, absolute, contingent or otherwise whether or not related to the Acquired Assets or the operation of Business, including, without limitation, liabilities incurred in connection with any home offices used by the Stockholders or any employee of Seller prior to the Closing, except only for the Assumed Liabilities. Seller, Stockholders and Buyer expressly agree that Seller and the Stockholders shall remain fully (jointly and severally) liable for the satisfaction and payment of the Excluded Liabilities, whether or not specifically referenced in this Section 2.3(b), and that Buyer shall have no obligation with respect thereto. Without in any manner limiting the generality of the foregoing, Buyer does not assume, and shall not be or become liable for any obligations of the Seller or the Stockholders, excepting only for the Assumed Liabilities. Stockholders will cause Seller to take all necessary action to insure that any and all Excluded Liabilities are paid and discharged by Seller in a prompt and timely fashion, or validly dispute any such Excluded Liability in a manner so as not to cause liability against Buyer.

Assumed and Excluded Liabilities. (a) The applicable Transferred Company shall assume or retain On the terms and be responsiblesubject to the conditions set forth in this Agreement, from and after at the Closing, for (i) all of Purchaser shall assume from Seller only the Liabilities of Seller and its Subsidiaries to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, including the Liabilities of the Transferred Companies under this Agreement and the Ancillary Documents (other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement) including following Liabilities (to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets) (A) in respect of leased vehicles, equipment leases, Transferred Real Property Leases, or any of the Transferred Companies’ use and occupancy of leased premises, (B) arising from existing orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities, (C) arising from new orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities imposed or agreed to during the course of approval for the transactions contemplated by this Agreement, (D) arising from customer service obligations and contracts, (E) for customer deposits, prepayments and advance ▇▇▇▇▇▇▇▇ and (F) arising out of or related to any of the Transferred Real Property; and (ii) all Liabilities in respect of the Assigned Contracts or Unassigned Assets or yet to be novated Federal Government Contracts as provided in Section 2.4 ((i) and (ii) collectively, the “Assumed Liabilities”) and (b) one or more members of the Seller Group, as applicable, shall assume and be responsible for ): (i) all Liabilities under the Assumed Contracts, including without limitation royalty obligations arising from sales of Products, to the extent arising out of or relating to events or conditions, occurring after the Closing; (ii) all Liabilities of with respect to the Transferred Companies Conveyed Assets to the extent relating to, arising out of or resulting from an Excluded Asset or any other asset specifically retained by the Seller Group at the Closing pursuant to this Agreement or an Ancillary Document, whether incurred before, on or after the Closing, provided, however, that this clause (b)(i) shall not apply to any Intellectual Property to the extent used operation or practiced in the Transferred Business before, on or conduct of Purchaser’s business from and after the Closing; and (iii) all Liabilities of Seller arising out of user or other similar fees payable to the FDA or other Governmental Entity to the extent that such fees are due and payable with respect to the Products after the Closing. (b) Regardless of any disclosure to Purchaser, Purchaser shall not assume any Liabilities from Seller other than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, Purchaser shall not assume any of the following Liabilities, all of which shall be retained by Seller: (i) any Liability of Seller or any Affiliate of Seller (including any Liability to the extent resulting from the ownership, use, operation, maintenance or sale of the Conveyed Assets by or on behalf of Seller prior to the Closing) not described in Section 2.2(a); (ii) any Liability of Seller (A) arising out of any actual or alleged breach by Seller of, or nonperformance by Seller under, any of its Subsidiaries contract (including any Assumed Contract) prior to their employees in their capacity as employers the Closing, or (B) accruing under any employee benefits Assumed Contract with respect to any period prior to the Closing; (iii) any Liability of Seller related to any product of Seller (other than the Products) or similar plans, the operation or under conduct by Seller of any workers compensation Laws or arrangements, in each case except business (other than the development of the Products prior to the Closing); (iv) any Liability of Seller to the extent expressly assumed by Buyer under arising out of (A) any suit, Action or proceeding pending or threatened as of the Employee Matters Agreement; Closing or (iiiB) all Taxes for which Seller is responsible under Section 6.5(a); (iv) except as otherwise expressly provided in this Agreement any actual or the Ancillary Documents, any liability for any fees or expenses incurred alleged violation by Seller or any of its Subsidiaries (including the fees and expenses Affiliates of legal counsel, any accountant, auditor, broker, financial advisor, investment banker or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, including any accountant, auditor, broker, financial advisor, investment banker or consultant fees in connection with the implementation of the Pre-Closing Reorganization; (v) any Liabilities of the Transferred Companies relating to, arising out of or resulting from any business currently or formerly conducted by Law applicable to Seller or any of its Subsidiaries Affiliates; (other than v) any account payable of Seller, including any retainages or similar amounts relating to work performed in connection with the Products that is sold by or on behalf of Seller prior to the extent such Liabilities relate to, arise out of or result from the Transferred Business, the Transferred Companies, the ownership or operation of the Transferred Assets or the Transferred Companies’ historic wireline business conducted within the States) and Closing; (vi) all Liabilities existing as any Liability of the Closing Date, Seller that relates to the extent relating to, any Excluded Asset; (vii) any Liability under Environmental Laws arising out of or resulting from any intercompany payables relating to be settled pursuant to Section 2.2the operation or conduct of Seller’s business or the use or ownership of the Conveyed Assets, in each case whether incurred beforecase, on before the Closing; (viii) any Liability that relates to any employee, any former employee of Seller or any individual who applied for employment with Seller in connection with his or her hiring, non-hiring termination or employment by Seller on, prior to or after the Closing, except as otherwise expressly provided including any such Liability relating to wages, severance payments, bonuses, medical and workers’ compensation claims, vacation pay, any other employee benefit plans or arrangements or payroll practices; (ix) any Liability of Seller to any of its Affiliates; and (x) any Liability in this Agreement respect of Taxes that are to be borne by Seller pursuant to Section 6.4, any Liability in respect of Taxes levied with respect to the Conveyed Assets attributable to Pre-Closing Tax Periods, and any other Taxes of Seller or its Affiliates for any periods; and any Liability in respect of deferred Taxes (collectively, the “Excluded Liabilities”from an accounting perspective).

Assumed and Excluded Liabilities. (a) The applicable Transferred Company shall assume Upon the terms and subject to the conditions of this Agreement, Purchaser hereby agrees to, or retain and be responsibleto cause one or more of its affiliates designated by Purchaser to, from and after assume, effective as of the Closing, for and agrees at all times thereafter to be responsible for, pay, perform and discharge when due only the following obligations and liabilities (i) all of the Liabilities of Seller and its Subsidiaries whether contingent or otherwise), to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, including the Liabilities of the Transferred Companies under this Agreement and the Ancillary Documents (other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement) including Liabilities (to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets) (A) in respect of leased vehicles, equipment leases, Transferred Real Property Leases, or any of the Transferred Companies’ use and occupancy of leased premises, (B) arising from existing orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities, (C) arising from new orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities imposed or agreed to during the course of approval for the transactions contemplated by this Agreement, (D) arising from customer service obligations and contracts, (E) for customer deposits, prepayments and advance ▇▇▇▇▇▇▇▇ and (F) arising out of or related to any of the Transferred Real Property; and (ii) all Liabilities in respect of the Assigned Contracts or Unassigned Assets or yet to be novated Federal Government Contracts as provided in Section 2.4 ((i) and (ii) collectively, the “Assumed Liabilities”) and (b) one or more members of the Seller Group, as applicable, shall assume and be responsible for ): (i) all of the Liabilities of the Transferred Companies to the extent relating to, obligations and liabilities arising out of, relating to or otherwise in any way in respect of owning, occupying or resulting operating the Owned Real Property (including, without limitation, those arising from an Excluded Asset or any other asset specifically retained by the Seller Group at the Closing pursuant to this Agreement or an Ancillary DocumentPermits, whether incurred beforeLeases and Permitted Liens in respect thereof), on or after the Closing, provided, however, that this clause (b)(i) shall not apply to any Intellectual Property to the extent used or practiced in the Transferred Business before, on or after the Closing; (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, or under any workers compensation Laws or arrangements, in each case except to the extent expressly assumed by Buyer under the Employee Matters Agreement; (iii) all Taxes for which Seller is responsible under Section 6.5(a); (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller or any of its Subsidiaries (including the fees and expenses of legal counsel, any accountant, auditor, broker, financial advisor, investment banker or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, including any accountant, auditor, broker, financial advisor, investment banker or consultant fees in connection with the implementation of the Pre-Closing Reorganization; (v) any Liabilities of the Transferred Companies relating to, arising out of or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than to the extent such Liabilities relate to, obligations or liabilities arise out of obligations that first commence, or result from the Transferred Businessevents or conditions that first occur, the Transferred Companies, the ownership or operation of the Transferred Assets or the Transferred Companies’ historic wireline business conducted within the States) and (vi) all Liabilities existing as of after the Closing Date; (ii) all obligations and liabilities arising out of, relating to or otherwise in any way in respect of Taxes (other than as contemplated in Section 5.11) attributable to the extent relating toOwned Real Property for all taxable periods beginning after the Closing Date including the portion of any taxable period after the Closing Date that includes, but does not end on, the Closing Date; and (iii) All Transfer Taxes arising out by reason of or resulting from any intercompany payables to be settled the transactions consummated pursuant to Section 2.2this Agreement, in each case whether incurred before, on or after the Closing, except as otherwise expressly provided in this Agreement Section 5.11(b), other than as contemplated under Section 5.11(h). (collectivelyb) Purchaser is not assuming and shall not be responsible or liable for, and Seller shall retain, and shall indemnify, defend and hold harmless Purchaser from, all obligations or liabilities (whether contingent or otherwise) not expressly included in the definition of Assumed Liabilities (all such liabilities that are not being assumed by Purchaser, the “Excluded Liabilities”). (c) Notwithstanding anything to the contrary contained herein, but subject to the provisions of Section 5.4, this Agreement shall not operate to assign, or otherwise transfer, any Real Property or any claim, right or benefit arising thereunder or resulting therefrom if an attempted assignment or other transfer thereof, without the consent of any Governmental Entity or any other Person (which consent is not actually obtained on or prior to the Closing Date), would constitute a breach, default or other contravention of any Lease, Permitted Lien or Permit or a violation of applicable Law. Seller and Purchaser shall each use reasonable efforts to obtain the consent of such Persons for the assignment thereof to Purchaser or its affiliates prior to the Closing (it being understood that the failure to obtain such consents shall not relieve any party from its obligation to consummate at the Closing the transactions contemplated by this Agreement) and shall otherwise comply with the provisions of Section 5.4. (d) If between the date of this Agreement and the Closing, (i) any loss or damage to any Real Property shall occur from fire, casualty or any other occurrence, (ii) Seller does not at its discretion replace or restore such Real Property prior to the Closing Date and (iii) the Closing occurs, then all insurance proceeds received by Seller (whether before or after Closing) as a result of such loss or damage plus any additional sums necessary to replace any such Real Property will be delivered by Sellers to Purchaser. For the avoidance of doubt, Seller shall not otherwise have any obligation to replace or restore any such Real Property if such monies are assigned and delivered to Purchaser. Seller shall have the sole right and authority to provide notices and claims to the applicable insurance carrier and otherwise to communicate and negotiate with such carrier, but shall use its commercially reasonable efforts to obtain any such proceeds payable to Seller. Notwithstanding the foregoing, the benefit of any insurance proceeds in relation to “business interruption” damages based upon lost profits or business opportunities in respect of the period prior to the Closing Date, and insurance proceeds in relation to such loss or damage to the extent attributable to any such Real Property replaced or restored before the Closing Date or otherwise used for such purposes, will inure to the benefit of and be payable to Seller, as applicable, and Purchaser will not be entitled to receive or retain such proceeds.

Assumed and Excluded Liabilities. (a) The applicable Transferred Company Buyer shall assume or retain from the Seller and be responsiblethereafter pay, from and after the Closingperform, for and/or discharge in accordance with their respective terms: (i) all of the Liabilities of Seller and its Subsidiaries to the extent relating to, liabilities arising out of or resulting from the Transferred Business, the Transferred Companies Sale Assets arising or the ownership or operation of the Transferred Assets, whether incurred before, on or becoming due after the Closing, including the Liabilities of the Transferred Companies under this Agreement and the Ancillary Documents (other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement) including Liabilities (to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets) (A) in respect of leased vehicles, equipment leases, Transferred Real Property Leases, or any of the Transferred Companies’ use and occupancy of leased premises, (B) arising from existing orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities, (C) arising from new orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities imposed or agreed to during the course of approval for the transactions contemplated by this Agreement, (D) arising from customer service obligations and contracts, (E) for customer deposits, prepayments and advance ▇▇▇▇▇▇▇▇ and (F) arising out of or related to any of the Transferred Real Property; and (ii) all Liabilities in respect of Seller’s obligations for commissions due and payable under the Assigned Contracts or Unassigned Assets or yet (to be novated Federal Government Contracts the extent set forth in Schedule 2.1.3) as provided in Section 2.4 of the Closing Date (excluding, however, the July Commissions) (i) the “Commissions”, and (ii) collectively, collectively the “Assumed Liabilities”) ). Buyer shall not assume, and (b) one or more members of the Seller Group, as applicable, shall assume and not be responsible for for: (i) all the Cure Costs necessary to cure any defaults that may exist under any of the Liabilities of the Transferred Companies to the extent relating to, arising out of or resulting from an Excluded Asset or any other asset specifically retained Assigned Contracts unless waived in writing by the Seller Group at the Closing pursuant to this Agreement or an Ancillary Document, whether incurred before, on or after the Closing, provided, however, that this clause (b)(i) shall not apply to any Intellectual Property to the extent used or practiced in the Transferred Business before, on or after the ClosingBuyer; (ii) any Liability of Seller obligations under any employment agreements or any obligations to any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, or under any workers compensation Laws or arrangements, in each case except to the extent expressly assumed by Buyer under the Employee Matters AgreementSeller’s employees; (iii) all Taxes for which Seller is responsible under Section 6.5(a)any other liabilities arising from, or otherwise relating to, the Sale Assets or the Northeast Business arising prior to the Closing; or (iv) except as otherwise expressly provided in this Agreement any other liabilities that are not Assumed Liabilities. Seller represents that it has not entered into any special discounting or offered promotional terms that may affect the Ancillary Documents, any liability for any fees or expenses incurred by Seller or obligations to customers under any of its Subsidiaries (including the fees Assigned Contracts. The parties hereby further acknowledge and expenses of legal counsel, any accountant, auditor, broker, financial advisor, investment banker agree that except for the obligations arising under the Assigned Contracts or consultant retained by Seller or its Subsidiaries or on their behalf) in connection otherwise with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, including any accountant, auditor, broker, financial advisor, investment banker or consultant fees in connection with the implementation of the Pre-Closing Reorganization; (v) any Liabilities of the Transferred Companies relating to, arising out of or resulting from any business currently or formerly conducted by Seller or any of its Subsidiaries (other than respect to the extent such Liabilities relate to, arise out of or result from the Transferred Business, the Transferred Companies, the ownership or operation of the Transferred Sale Assets or the Transferred Companies’ historic wireline business conducted within the States) and (vi) all Liabilities existing as of herein provided after the Closing Date, neither Buyer, nor any affiliate, officer, director, employee, shareholder or agent of Buyer shall assume, or be deemed to the extent relating toassume, any liabilities or obligations of Seller arising out of acts or resulting from any intercompany payables occurrences prior to be settled pursuant to Section 2.2, in each case whether incurred before, on or after the Closing, except or otherwise based on any event, facts or circumstances in existence prior to the sale of the Sale Assets or in connection with or arising from any activities of Seller. Pursuant to, and as otherwise expressly provided in Section 11.1 of this Agreement (collectivelyAgreement, the “Excluded Seller shall indemnify and hold Buyer harmless from and against any liabilities that are not Assumed Liabilities”).

Assumed and Excluded Liabilities. (a) The applicable Transferred Company On the terms and subject to -------------------------------- the conditions set forth in this Agreement, at the Closing, Purchaser shall assume from Seller and its Subsidiaries and thereafter pay, perform, or retain and be responsibledischarge in accordance with their terms, all obligations that arise from and after the ClosingClosing under the Designated Contracts, in addition to the aggregate amount or other actions required to cure any defaults under the Designated Contracts (but in no event shall the Purchaser's obligation to cure each Designated Contract exceed the amount set forth on the Designated Contracts List for each such Designated Contract, whether or not the Bankruptcy Court ultimately determines a greater cure amount for a given Designated Contract). The Liabilities to be assumed pursuant to this Agreement shall be referred to herein as the "Assumed Liabilities" and all other Liabilities of Seller, its Subsidiaries and its Affiliates, including, without limitation, any and all rights, obligations or liabilities under or related to any and all Benefit Plans that are now or ever have been maintained or contributed to by Seller or any member of its Control Group (ias defined under Code Section 414(b), (c) all or (m)) or any item disclosed, or which should have been disclosed, pursuant to Section 3.11, shall be referred to herein as the "Excluded Liabilities". Purchaser shall not assume or pay, perform, succeed to, discharge, become subject to or be responsible for any of the Liabilities of Seller and or its Subsidiaries to the extent relating to, arising out of or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets, whether incurred before, on or after the Closing, including the Liabilities of the Transferred Companies under this Agreement and the Ancillary Documents (other than the Excluded Liabilities and except as otherwise expressly provided in this Agreement) including Liabilities (to Assumed Liabilities. Without limiting the extent relating generality of the foregoing, Purchaser shall not assume or pay, perform, succeed to, arising out of discharge, become subject to or resulting from the Transferred Business, the Transferred Companies or the ownership or operation of the Transferred Assets) (A) in respect of leased vehicles, equipment leases, Transferred Real Property Leases, or any of the Transferred Companies’ use and occupancy of leased premises, (B) arising from existing orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities, (C) arising from new orders of or agreements with the State Commissions, Video Franchisors and other regulatory authorities imposed or agreed to during the course of approval for the transactions contemplated by this Agreement, (D) arising from customer service obligations and contracts, (E) for customer deposits, prepayments and advance ▇▇▇▇▇▇▇▇ and (F) arising out of or related to any of the Transferred Real Property; and (ii) all Liabilities in respect of the Assigned Contracts or Unassigned Assets or yet to be novated Federal Government Contracts as provided in Section 2.4 ((i) and (ii) collectively, the “Assumed Liabilities”) and (b) one or more members of the Seller Group, as applicable, shall assume and be responsible for (i) all any of the Liabilities of the Transferred Companies to the extent relating to, arising out of or resulting from an Excluded Asset or any other asset specifically retained by the Seller Group at the Closing pursuant to this Agreement or an Ancillary Document, whether incurred before, on or after the Closing, provided, however, that this clause (b)(i) shall not apply to any Intellectual Property to the extent used or practiced in the Transferred Business before, on or after the Closing; (ii) any Liability of Seller or any of its Subsidiaries to their employees in their capacity as employers under any employee benefits or similar plans, or under any workers compensation Laws or arrangements, in each case except to the extent expressly assumed by Buyer under the Employee Matters Agreement; (iii) all Taxes for which Seller is responsible under Section 6.5(a); (iv) except as otherwise expressly provided in this Agreement or the Ancillary Documents, any liability for any fees or expenses incurred by Seller Sellers or any of its Subsidiaries (including a) pursuant to any Contract that is not, or that is no longer deemed to be in accordance with the fees and expenses of legal counseloption specified in Section 1.2, a Designated Contract or (b) other than cure amounts constituting Assumed Liabilities, any accountant, auditor, broker, financial advisor, investment banker or consultant retained by Seller or its Subsidiaries or on their behalf) in connection with the preparation, negotiation, execution and delivery of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated by this Agreement, including any accountant, auditor, broker, financial advisor, investment banker or consultant fees in connection with the implementation of the Pre-Closing Reorganization; (v) any Liabilities of the Transferred Companies relating claims related to, associated with or arising out of the ownership, operation, use or resulting from any business currently control of the Acquired Assets existing on, or formerly conducted by Seller or any as a result of its Subsidiaries (other than to the extent such Liabilities relate to, arise out of or result from the Transferred Businessoperations of, the Transferred CompaniesAcquired Assets, the ownership before or operation of the Transferred Assets or the Transferred Companies’ historic wireline business conducted within the States) and (vi) all Liabilities existing as of the Closing Date, to the extent relating to, arising out of or resulting from any intercompany payables to be settled pursuant to Section 2.2, in each case whether incurred before, on or after the Closing, except as otherwise expressly provided in this Agreement (collectively, the “Excluded Liabilities”).