Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business (the "Assumed Liabilities"): (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever.

Assumed Liabilities. Subject to Upon the terms and subject to the conditions set forth hereinof this Agreement, on the Closing Date, Buyer shall deliver to Seller, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets Seller shall deliver to Buyer, the Instrument of Assignment and Assumption pursuant to which Buyer will shall assume and undertake agree to pay, perform discharge only the following obligations and discharge, liabilities of Seller in accordance with their respective terms and subject to the terms thereof, only respective conditions thereof (the following Liabilities of liabilities and obligations to be assumed by Buyer hereunder (excluding any Excluded Liabilities) are collectively referred to herein as the Company incurred in the ordinary course of business (the "“Assumed Liabilities"”): (a) express contractual performance obligations arising after all liabilities of Seller with respect to the Effective Time (other than obligations relating to those Liabilities listed Business reflected in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except Valuation Date Working Capital as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets)a dollar amount; (b) Liabilities expressly assumed all liabilities and obligations of Seller under (i) the Seller Agreements, (ii) the contracts, agreements, commitments, understandings and instruments with respect to the Business not required by Buyer the terms of Section 5.16 to be listed in a Schedule to this Agreement and (iii) the contracts, agreements, commitments, understandings and instruments entered into by Seller with respect to the Business after the date hereof consistent with the terms of this Agreement, except (A) in each case, to the extent such liabilities and obligations, but for a breach or default by Seller, would have been paid, performed or otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any such breach or default, (B) in each case, to the extent such liabilities and obligations would be required to be reflected on a balance sheet as of the Valuation Date with respect to the Purchased Assets prepared in accordance with the Agreed Accounting Principles and were not so reflected in the Valuation Date Balance Sheet and not taken into account as a deduction in determining Valuation Date Working Capital pursuant to Article XSection 3.3 and (C) that in the case of clauses (i), (ii) and (iii), Buyer shall only assume and discharge any liabilities and obligations arising prior to the Closing to the extent reflected as current liabilities in the calculation of Valuation Date Working Capital; and (c) Liabilities (other than those Liabilities listed all liabilities in clauses (a) through (r) respect of the definition of Retained Liabilities) Taxes for which are not included in clause (a) or (b) of this Buyer is liable pursuant to Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever8.3.

Assumed Liabilities. Subject to the terms and conditions set forth hereinof this Agreement, and in reliance upon including, without limitation, the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Purchased Assets to Buyer, on the Closing Date, Buyer will assume shall assume, and undertake to thereafter honor and fully and timely, pay, perform and dischargedischarge when due, in accordance with the terms thereof, only the following Liabilities of Seller and shall perform all duties, responsibilities, and obligations of Seller under the Company incurred in following, to the ordinary course of business extent that such Liabilities, duties, responsibilities and obligations arise or accrue after the Effective Time (collectively, the "Assumed Liabilities"): (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets)Deposits; (b) Liabilities expressly assumed by Buyer advances from Federal Home Loan Bank pursuant to Article Xagreements with the Federal Home Loan Bank of Pittsburgh; (c) commitments to purchase securities pursuant to Repurchase Agreements; (d) the obligations of Seller to BankPhiladelphia under the BankPhiladelphia Loan pursuant to that certain agreement titled "Loan Agreement", dated March 31, 2000, and as further amended on June 16, 2000; provided, however, that in the event that Buyer does not purchase the USA Bancshares Loan as a Purchased Asset, as provided herein, then Buyer shall not assume the obligations of Seller under the BankPhiladelphia Loan and said BankPhiladelphia Loan shall not be an Assumed Liability hereunder; (e) legal actions on Schedule G; (f) the contracts and personal property leases described in Schedule B; (g) the duties, obligations of Seller with respect to the safe deposit business conducted by Seller and the related agreements; (h) Seller's obligations under the Leases; and (ci) additional Liabilities (other than those Liabilities of Seller as listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverSchedule F hereto.

Assumed Liabilities. Subject to the terms and conditions set forth hereinFor purposes of this Agreement, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, “Assumed Liabilities” means only the following Liabilities of the Company incurred in the ordinary course of business Seller: (the "Assumed Liabilities"): (ai) express contractual performance obligations Liabilities first arising after the Effective Time (other than obligations relating Closing Date that relate solely to those Liabilities listed in clauses (a) through (r) the operation of the definition Business by Purchaser; (ii) all obligations and liabilities of Retained Liabilities) of Seller first arising after the Company arising Closing Date under Contracts that constitute Assets specifically described in Section 2.1(c) to the extent such obligations and liabilities do not arise from or relate to any act or omission by Seller under any of such Contracts; (it being understood iii) an amount equal to the accrued payroll and agreed thatvacation liabilities (which Purchaser may fund or, except in the case of vacation liabilities, elect to assume in the form of vacation time credit under its policies, at its sole election) for Transferred Employees as of Closing, such amount shall not exceed $1,500,000 in the aggregate under any circumstances; (iv) employee benefits for Transferred Employees arising after the Closing Date, in form and amount consistent with those provided in clause by Purchaser to its employees; and (cv) an amount equal to the value of this Section 3.1, Assumed accrued liabilities related to customer credits and other amounts due to customers of Seller. The accrued Liabilities described in Section 2.2(c)(iii) and (v) are herein referred to as the “Assumed Accrued Liabilities.” Notwithstanding anything to the contrary contained in this clause (a) will exclude any Agreement, payments of amounts due or payable as pursuant to Section 2.2(c)(iii) (up to the $1,500,000 cap) and (v) shall not constitute an assumption of the Effective Time under obligations and liabilities underlying or related to such amounts unless Purchaser expressly elects to assume vacation time credits in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only writing and then solely to the extent and in of the amounts provided for on hours of credit it elects to assume whether or not sufficient to extinguish the Final Closing Statementliability of Seller to such employee. The parties understand and agree that the Liabilities No Transferred Employee shall have any claim against Purchaser pursuant to be assumed this Section 2.2(c) or otherwise under this Section 3.1(c) shall be Agreement except pursuant to a written offer of employment delivered directly by Purchaser to such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverindividual Transferred Employee.

Assumed Liabilities. Subject to As partial consideration for the terms purchase of the Assets and conditions set forth herein, and in reliance upon the representations and warranties contained hereinBusiness, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Closing Buyer will shall assume and undertake agree thereafter to pay, perform when due and discharge, in accordance with the terms thereof, discharge only the following Liabilities debts, obligations and liabilities of Sellers relating to the Company incurred in Business or the ordinary course of business Assets, whether known, unknown, fixed, contingent, or otherwise (the "Assumed Liabilities"): (a) express contractual those liabilities, obligations, costs and expenses of Balfour which relate to or arise out of the performance obligations arising of the Contracts and Permits on or after the Effective Time Closing Date and those liabilities, obligations, costs and expenses of T&C under the Kentucky Lease on or after the Closing Date, in each case, (x) to the extent that such Contracts (in the case of Contracts other than obligations relating Immaterial Contracts), Permits, the Kentucky Lease and the Sales Office Leases are assigned to those Liabilities listed Buyer hereunder in clauses compliance with any required consents of other parties or consents or approvals of governmental authorities or (ay) through (r) of to the definition of Retained Liabilities) of extent Buyer is otherwise obtaining substantially equivalent benefits for the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets)Business thereunder; (b) Liabilities the accounts payable and other liabilities of Balfour included as categories on the Statement of Purchased Accounts and liabilities as incurred in the ordinary course thereafter other than Intercompany Accounts to the extent: (x) included in the determination of Adjusted Working Capital pursuant to Section 1.5 or (y) as Buyer may, at its sole discretion, hereafter consent in writing with Sellers; (c) those obligations to employees expressly to be assumed by Buyer pursuant under Article VI of this Agreement; (d) the obligations of Balfour to Article Xhonor cash discounts, dating terms and prepaid orders to the extent included in the accounts receivable of the Business outstanding as of the Closing Date; (e) the obligations of Balfour incurred in the ordinary course of the Business as a bailee to hold, store or retain finished goods located at any facility of the Business for customers who have previously purchased such goods; (f) warranty obligations of Balfour arising out of sales by the Business prior to the Closing Date; and (cg) Liabilities those liabilities, obligations, costs and expenses to the extent that they arise out of or relate to the operation of the Business after the Closing Date (including, without limitation, Environmental Liabilities) (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Excluded Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverdefined below).

Assumed Liabilities. Subject to Upon the terms and subject to the conditions set forth herein, in this Agreement and subject to the exclusions set forth in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to BuyerSection 2.4, Buyer will assume at the Closing and undertake to will thereafter timely pay, perform and discharge, discharge when due in accordance with their terms the terms thereoffollowing, and only the following following, Liabilities of Seller or its Affiliates Related to the Company Business (the “Assumed Liabilities”): (a) all Liabilities under Business Contracts that are not Excluded Assets, to the extent such Liabilities relate to performance under such Business Contracts following the Closing, but excluding any Liabilities (i) arising out of breach by Seller or an Affiliate, assignee, agent, Representative, contractor or subcontractor of Seller prior to Closing or (ii) described in Section 2.4(e); (b) all Liabilities set forth and up to the amounts accrued on the Final Closing Working Capital Statement, including trade accounts payable incurred in the ordinary course of business (the "Assumed Liabilities"):and Intercompany Trade Payables; (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed all Liabilities described in this clause (a) will exclude any amounts due arising from or payable as relating to the operation of the Effective Time Business by Buyer, its Affiliates, successors or assigns from and after the Closing Date (including Liabilities to the extent arising under or Permits held by Seller and used in respect the operation of Contracts that constitute Assetsthe Business from and after the Closing Date, but without derogation of Seller’s obligations to Buyer under the Transition Services Agreement); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (cd) (i) all Liabilities (other than those Liabilities listed in clauses (a) through (r) under the terms of the definition of Retained LiabilitiesCollective Bargaining Agreements on and after the Closing Date, (ii) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and provided in Section 5.5(e), all Liabilities under the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination terms of the Final Closing Statement Assumed Plans on and that Buyer shall treat such after the Transfer Date, and (iii) all other Liabilities shown on the Estimated Closing Statement as Liabilities specifically assumed by the Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverpursuant to Sections 5.5 and 5.6.

Assumed Liabilities. Subject Except as otherwise provided for herein, Purchaser, in addition to the consideration to be paid pursuant to Section 3.1 hereof, shall assume at the Closing and shall subsequently pay, honor and discharge when due and payable in accordance with and subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyerrelevant governing agreements, Buyer will assume commitments and undertake to pay, perform and discharge, in accordance with the terms thereofinstruments, only the following Liabilities of liabilities (collectively, the Company incurred in the ordinary course of business (the "“Assumed Liabilities"”): (a) express contractual performance all liabilities and obligations arising after reflected on the Effective Time Closing Balance Sheet (other than obligations relating including but not limited to those Liabilities listed in clauses (atrade payables, accrued wages, accrued vacation and the like), but excluding the Excluded Liabilities) through (r) to the extent such liabilities remain a liability of the definition of Retained Liabilities) of Business following the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets)Closing; (b) Liabilities expressly all liabilities and obligations of Seller or any Seller Party arising on or after the Closing Date pertaining to the Omnova Manufacturing Agreement, the Omnova Licensing Agreement (to the extent not included in the Contracts), Contracts, Governmental Permits, and Environmental Permits (for the avoidance of doubt, such liabilities and obligations shall not include any Pre-Closing Environmental Liabilities); (c) the liabilities of Seller assumed by Buyer Purchaser pursuant to Article XVI hereof; (d) the liabilities for Taxes assumed by Purchaser pursuant to Section 7.9 hereof, including the Assumed Taxes; (e) the Assumed Environmental Liabilities; (f) all liabilities, obligations and undertakings arising from or under the Labor Condition Application, H-1B visa petition, and Application for Alien Employment Certification application made by Seller for certain Business Employees; and (cg) Liabilities (other than those Liabilities listed in clauses (a) through (r) all liabilities and obligations arising out of or resulting from the conduct of the definition of Retained Business occurring after the Closing Date, except for the Excluded Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever.

Assumed Liabilities. Subject Purchaser will assume from Seller at Closing only the obligations and liabilities of Seller related to (i) the ownership and operation of the Facilities which accrue or otherwise are to be performed on or after Closing in respect of the contracts and agreements listed in Schedule 2.2 attached hereto (collectively referred to herein as the "Assumed Contracts"), in each case as in effect at Closing and solely to the terms extent that the existence at or after Closing of such liabilities or obligations does not constitute a breach of any representation or warranty made by Seller herein or in connection herewith; (ii) proratable items which are not yet due and conditions set forth herein, payable by Seller prior to or at Closing and in reliance upon for which Purchaser receives a credit at Closing; and (iii) obligations with respect to any security deposits or patient trust funds held by Seller and transferred to Purchaser on the representations Closing Date. The liens and warranties contained herein, at other related security regarding the Closing, in consideration for Pension Notes secured by the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business Facilities (the "Assumed LiabilitiesMortgage"): (a) shall be released at Closing. Notwithstanding anything to the contrary herein, or in any other writing delivered in connection herewith, nothing herein or in any such other writing shall be construed to constitute the assumption, express contractual performance or implied, by Purchaser of any obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) or liability of the definition Seller or of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed thatany Affiliate thereof, except as provided in clause (c) solely for the obligations and liabilities expressly agreed to be assumed at Closing by Purchaser pursuant to the first sentence of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude 2.2. To the extent that any amounts due or payable as of the Effective Time under or in respect of Assumed Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) assignable without the consent of a third party, this Agreement shall not of itself constitute an assignment or (b) an attempted assignment of this Section 3.1, but only such Assumed Contracts if such assignment or attempted assignment would constitute a breach thereof. Seller will use all reasonable efforts to obtain the consent to the extent and in the amounts provided assignment to Purchaser of each such Assumed Contract with respect to which such consent is required for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverassignment.

Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyerherein including Section 2.6(b), Buyer will shall assume and undertake agree to pay, perform and discharge, in accordance with the terms thereof, only discharge no Liabilities of any kind or description SAVE AND EXCEPT the following Liabilities of Seller at the Company Closing Date, but only to the extent they were incurred in the ordinary course of business and do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller on or prior to the Closing, (collectively, the "“Assumed Liabilities"”): (ai) express contractual performance obligations arising after the Effective Time all Current Liabilities of Seller to third parties (other than obligations relating to those Liabilities listed in clauses (a) through (r) exclusive of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Current Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (aSections 2.6(a)(i) or (bii)) of this Section 3.1, in connection with the Business but only to the extent and in the amounts provided assumed (A) are fully accrued under GAAP as of the Closing Date, and (B) taken into account for on purposes of determining the Final Closing Statement. The parties understand Purchase Price; (ii) all Current and agree that Long Term Liabilities of Seller to the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities Shareholders, the Principals, or their affiliates and all Current and Long Term Capital Lease obligations of Seller but only to the extent and in the amounts provided assumed (A) are fully accrued under GAAP as of the Closing Date, and (B) taken into account for purposes of determining the Purchase Price and included in Adjusted Permanent Debt; (iii) all Current and Long Term Liabilities to Royal Bank of Canada on the Estimated Closing Statement pending ABL Line of Credit but only to the determination extent the amounts assumed (A) are fully accrued under GAAP as of the Final Closing Statement Date, and (B) taken into account for purposes of determining the Purchase Price and Adjusted Permanent Debt to the extent required under Section 2.3(a); and (iv) all Liabilities in respect of the Assigned Contracts and the Real Property Leases but only to the extent that Buyer shall treat such Liabilities shown on are required to be performed after the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverDate.

Assumed Liabilities. Subject to At the terms Closing and conditions set forth except as otherwise provided for herein, Holdco shall assume, and, from and in reliance upon the representations and warranties contained herein, at after the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to Holdco shall pay, discharge and perform as and dischargewhen due, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business (the "Assumed Liabilities"): all (a) express contractual performance obligations Liabilities of Time Warner Cable and its Affiliates to the extent arising out of, resulting from or associated with the ownership and operation of the Transferred Assets and/or the Transferred Business prior to Closing, or the transfer of such Transferred Assets and/or Transferred Business at Closing, including all Master Pre-Closing Liabilities, but in each case only to the extent such Liabilities are reflected in the Closing Net Liabilities Amount used to calculate the Final Closing Adjustment Amount and (b) all Liabilities to the extent relating to, arising out of or resulting from the ownership and operation of the Transferred Assets and/or the Transferred Business after the Effective Time Closing, including all Specified Launch Support Liabilities, (other than obligations relating to those Liabilities listed in clauses (a) through and (rb)) of collectively, the definition of Retained “Assumed Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, ”). The Assumed Liabilities described in this clause shall not include (ai) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); Excluded Tax Liabilities, (bii) Liabilities expressly assumed by Buyer pursuant to Article X; and set forth on Schedule 2.2, (ciii) Liabilities for long-term debt (other than those Liabilities listed in clauses including the current portion thereof), (aiv) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in arising out of, resulting from or associated with the amounts provided for on the Estimated Closing Statement pending the determination use, ownership or operation of the Final Excluded Assets other than Master Pre-Closing Statement Liabilities and Specified Launch Support Liabilities, (v) any Liabilities of Time Warner Cable or its Affiliates other than Assumed Liabilities, (vi) any Liabilities the type that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed would be excluded from financial statements by Buyer pending the determination reason of the Final GAAP Adjustments or (vii) any intercompany payable created to record cash lent to the Transferred Systems prior to Closing Statement. Buyer will assume no other Liabilities whatsoever(clauses (i) through (vii) collectively, “Excluded Liabilities”).

Assumed Liabilities. Subject In addition to the terms Purchase Price (as hereinafter defined) and conditions as further consideration provided by Purchaser for the transactions contemplated within this Agreement, Purchaser agrees to assume the liabilities set forth hereinbelow which shall be referred to as the “Assumed Liabilities”: A. Leasehold obligations of Seller and the Members of Seller, and in reliance upon the representations and warranties contained hereinto Glendale Medical Development Partners, at the ClosingLLC, in consideration as office tenants for the saleoffice building being constructed by Glendale Medical Development Partners, assignmentLLC, conveyance, transfer and delivery of on the Assets parcel adjacent to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business Hospital (the "Assumed Liabilities"): “MOB Leases”); provided such leasehold liabilities are (ai) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable binding on Seller and/or its Members as of the Effective Time under or Date, without contingency; (ii) transferred and assigned to Purchaser in respect a form reasonably acceptable to Purchaser; and (iii) are listed on attached Exhibit B. B. Leasehold liabilities of Contracts that constitute Assets); Seller, for furniture, fixtures and medical/non-medical equipment (bexcluding computers) Liabilities expressly assumed utilized by Buyer pursuant Seller to Article X; and operate the Hospital (cthe “Equipment Leases”) Liabilities provided such leasehold liabilities are (other than those Liabilities listed in clauses (ai) through (r) binding on Seller as of the definition Effective Date, without contingency; (ii) transferred and assigned to Purchaser in a form reasonably acceptable to Purchaser; and (iii) are listed on attached Exhibit B. C. Reciprocal Easement and Protective Covenant Agreement dated March 3, 2004 between Seller and Glendale Medical Development Partners, LLC. D. The Development Agreement Obligations of Retained LiabilitiesSeller. E. Seller shall be responsible for obtaining all necessary third-party consents, if any (the “Consents”) which are not included in clause (a) or (b) for the transfer of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Assumed Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverPurchaser.

Assumed Liabilities. Subject to On the terms and subject to the conditions set forth hereinof this Agreement, and in reliance upon the representations and warranties contained hereinBuyer will, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to thereafter in due course pay, perform and dischargedischarge the following, in accordance with the terms thereof, and only the following Liabilities following, liabilities and obligations of the Company incurred in the ordinary course of business (the "“Assumed Liabilities"”): (a) express contractual performance obligations arising after Advances to the Effective Time (other than obligations relating Company to those Liabilities listed fund the closing of mortgages in clauses (a) through (r) progress to be held for sale; provided the amount assumed does not exceed the expected proceeds from sale of the definition of Retained Liabilitiesloan and the Company has a binding commitment from an investor to purchase the mortgage to be held for sale. (b) All liabilities and obligations of the Company arising under Contracts the terms of the Mortgages in progress and to be held for sale (“Mortgages”), provided, however, that Buyer will not assume or be responsible for any such liabilities or obligations which arise from any breach or default by the Company or the Principals under any Mortgages, all of which liabilities and obligations will constitute Assets Retained Liabilities (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described hereinafter defined). Notwithstanding anything to the contrary contained in this clause (a) will exclude Agreement or any amounts due or payable as of the Effective Time under or document delivered in connection herewith, Buyer’s obligations in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant the Mortgages will not extend beyond the extent to Article X; andwhich the Company or the Principals agree to become obligated in respect thereof and will be subject to Buyer’s right to contest in good faith the nature and extent of any liability or obligation not specifically assumed. (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) All liabilities for accrued vacation for employees of the definition of Retained LiabilitiesCompany who are offered and accept employment by Buyer. (d) which are not included in clause (a) All liabilities for unpaid personal and real property taxes payable on or (b) of this Section 3.1with respect to the Acquired Assets, but only to the extent Buyer receives credit against the Purchase Price pursuant to Section 1(C)(i) hereof. (e) The liabilities and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities contractual obligations to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for that are listed on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverSchedule D attached hereto.

Assumed Liabilities. Subject to Upon the terms and subject to the conditions set forth hereinof this Agreement, and in reliance upon on the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to BuyerClosing Date, Buyer will shall assume and undertake agree to pay, perform and discharge, when due (in accordance with their respective terms and subject to the terms respective conditions thereof), only the following Liabilities of (collectively, the Company incurred in the ordinary course of business (the "“Assumed Liabilities"):”) and no others: (a) express contractual performance obligations all Liabilities under the Assigned Contracts relating to events or circumstances first arising and accruing after the Effective Time (Closing Date, other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute AssetsSection 2.3(b); (b) Liabilities expressly assumed all Cure Costs; provided, however, that in the event the Parties determine after the Effective Date and prior to the Closing that the Cure Costs of the Assigned Contracts set forth on Schedule 1.1(a) on the Effective Date exceed $425,000 in the aggregate (the “Cure Costs Limit”), Buyer may amend Schedule 1.1(a) to remove one or more Contracts listed thereon in order to reduce Buyer’s aggregate Liability under this Section 2.3(b) by Buyer pursuant an amount such that the Cure Costs of the Contracts on Schedule 1.1(a), as amended, are as close to Article Xas reasonably practicable, but not in excess of, the Cure Cost Limit; (c) Sellers’ Liability for Taxes to the extent provided in Section 8.1; (d) (i) Central City’s Liability for accrued, but unpaid Professional Fees and Trustee Fees through the Closing Date, in each case only to the extent that such Professional Fees or Trustee Fees are set forth in the DIP Budget, plus, to the extent the amount exceeds the amount budgeted therefore in the DIP Budget, Central City’s Allocable Share (as defined in the DIP Order) of such excess Professional Fees and Trustee Fees up to the amount of the Carve-Out (as defined in the DIP Order), and (ii) the amount of accrued and unpaid administrative expenses, other than the Professional Fees and Trustee Fees described in clause (i), set forth in the DIP Budget through and including the Closing Date; and (ce) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided Sellers’ Liability for mechanics liens on the Final Closing Statement. The parties understand Facility with priority over the DIP Lender under the DIP Credit Agreement and agree that the Liabilities to be assumed lenders under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverCredit Agreement.

Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the As of Closing, in consideration for Buyer agrees to assume the sale, assignment, conveyance, transfer future payment and delivery performance of the Assets to Buyerfollowing liabilities of Seller and its Affiliates (collectively, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business (the "“Assumed Liabilities"”): (a) express contractual performance all obligations arising and liabilities that arise or accrue after Closing under the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets)Contracts; (b) Liabilities expressly assumed by Buyer pursuant to Article X; andthe Capital Lease Obligations; (c) Liabilities subject to the provisions of Section 2.9, ad valorem and personal property Taxes payable for the calendar year in which the Closing Date occurs; (d) obligations and liabilities as of the Closing Date in respect of (i) accrued paid time off of Hired Employees (including employer FICA and any other than those Liabilities listed in clauses estimated employer taxes thereon) and accrued Extended Service Recognition leave (aincluding employer FICA and any other estimated employer taxes thereon) through (r“ESR Leave”) of Hired Employees who have completed six (6) years of eligibility service with Seller as of the definition of Retained Liabilities) which are not included in clause Closing Date (a) or (b) of this Section 3.1collectively, the “Accrued PTO”), but only to the extent and such Accrued PTO (including, for purposes of clarification, ESR Leave) is included in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement NWC Calculation and that (ii) the COBRA liabilities and obligations set forth in Section 10.3(c) hereof; and (e) any state and local transfer, sales, and recording fees and similar Taxes which may arise upon the consummation of the transactions contemplated herein (excluding, for the avoidance of doubt, any Taxes measured by income or gain). Buyer shall treat such Liabilities shown on be responsible for, and Seller will collect from Buyer, any amount of New Mexico Gross Receipts Tax due as a result of the Estimated Closing Statement as Liabilities assumed contemplated transaction, the payment of which by Buyer pending shall be in addition to any other obligations of Buyer under this Agreement. Seller shall be responsible for remitting such Tax to the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverappropriate taxing authority.

Assumed Liabilities. Subject to As partial consideration for consummation of the terms and conditions set forth herein, and in reliance upon the representations and warranties contained hereintransactions contemplated hereby, at the Closing, in consideration for Closing and subject to the sale, assignment, conveyance, transfer and delivery last sentence of the Assets to Buyerthis Section 2.3, Buyer will shall assume and undertake agree to pay, perform when due and discharge, in accordance with the terms thereof, only the following Liabilities debts, obligations and liabilities of Sellers relating to the Company incurred in the ordinary course of business Business (the "“Assumed Liabilities"”): (a) express contractual performance obligations arising after all customer deposits and accounts payable specified in Schedule 2.3(A), which Schedule includes a listing of the Effective Time (other than obligations applicable customer deposits relating to those Liabilities listed in clauses (a) through (r) any Real Property that is the subject of a sale to a customer and is reflected on the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets)Closing Date Balance Sheet; (b) Liabilities expressly assumed by Buyer those obligations of Sellers reflected in existence as of the Closing Date and included in the Closing Date Balance Sheet as a dollar amount (including obligations for Other Taxes as provided in Section 8.3(b)(ii)) other than those amounts to be retired pursuant to Article XSection 3.1(b); (c) all obligations of Sellers under any roadway improvement agreements, utility agreements or other agreements with Governmental Bodies or other third parties relating to the zoning, permitting or development of Lots owned by or under option to Sellers and specified in Schedule 2.3(C); (d) all obligations of Sellers under any Option Documents specified in the agreements identified in Section 5.17(o), including all obligations under any construction agreements attached as exhibits to and forming a part of any Option Document; (e) all obligations for payment of net commissions due to employees of Sellers for the sale of homes on Lots owned by or under option to Sellers reflected on the Closing Date Balance Sheet of Sellers and specified in Schedule 2.3(E); (f) the liabilities and obligations identified on Schedule 2.3(F), including without limitation, the obligations under the Seller Agreements being assigned to Buyer, to be performed after the Closing; (g) all obligations of Sellers under purchase orders issued but not recorded on the Closing Date Balance Sheet as listed on Schedule 2.3(G); (h) all obligations of Sellers under the Master Cable Services Agreement dated as of June 7, 2002 by and between TEP and Century Communications of Florida, Inc. (the “Master Cable Agreement”) solely with respect to communities listed on Schedule 2.3(H), together with the individual cable services agreements heretofore executed with respect to such communities; and (ci) Liabilities (all other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) obligations which are not included in clause (a) or (b) other provisions of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities Agreement provide are to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination responsibility of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverafter Closing.

Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at At the Closing, in consideration for the sale, assignment, conveyance, transfer Purchaser shall assume the following obligations and delivery liabilities of the Assets Sellers which were related to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business Business (the "Assumed LiabilitiesASSUMED LIABILITIES"): (a) express contractual performance obligations arising after $7,330,000 of (i) payables incurred by the Effective Time Sellers prior to the Closing Date in connection with (other than obligations relating to those Liabilities y) the Material Contracts listed in clauses (a) through (ron SCHEDULE 3.12(A) of the definition of Retained LiabilitiesDisclosure Schedule and/or (z) the Ordinary Course Contracts (as defined in Section 3.12(a)); and/or (ii) Debt Contracts listed on SCHEDULE 3.12(B) of the Company arising under Contracts Disclosure Schedule; provided that constitute Assets (it being understood and agreed that, except as provided in clause (c) Purchaser shall be required to assume all obligations of each Seller for borrowed money pursuant to this Section 3.11.4(a)(ii) prior to assuming any obligation of any Seller for any payable pursuant to Section 1.4(a)(i). (iii) the obligations to be assumed above shall be satisfied in the ordinary course of business, Assumed Liabilities described provided that the liabilities in this clause Section 1.4(a)(i) shall be satisfied at Closing and the liabilities in Section 1.4(a)(ii) due and payable at the time of Closing shall be paid within five (a5) will exclude any amounts due business days. All other obligations incurred prior to the Closing Date in connection with Material Contracts or payable as of Ordinary Course Contracts or Debt Contracts shall be and remain an Excluded Liability and shall be discharged and satisfied in full by the Effective Time under or in respect of Contracts that constitute Assets);Sellers. (b) Liabilities all liabilities of the Sellers which become performable or payable subsequent to the Closing Date in connection with the Material Contracts listed on SCHEDULE 3.12(A) of the Disclosure Schedule which are expressly noted on such schedule as being assumed by Buyer pursuant to Article X; andPurchaser (in all cases excluding any Existing Litigation). (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) all liabilities of the definition of Retained Liabilities) Sellers which are not included in clause (a) become performable or (b) of this Section 3.1, but only payable subsequent to the extent and Closing Date in connection with Ordinary Course Contracts (as defined in Section 3.12(a) (in all cases excluding any Existing Litigation). (d) $90,000 of catalogue liability accrued by the Sellers prior to the Closing in the amounts provided for on ordinary course of business. (e) $75,000 of sales commissions accrued by the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities Sellers prior to the extent and Closing in the amounts provided for on the Estimated Closing Statement pending the determination ordinary course of business. (f) one-half of the Final Closing Statement and that Buyer shall treat such Liabilities shown on accounting firms ▇▇▇▇ in connection with the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination current audit of all of the Final Sellers' businesses, provided that (i) Purchaser is entitled to select the accounting firm and (ii) such cost to Purchaser will not exceed $60,000. (g) all obligations of Sellers arising out of or incurred in connection with warranty claims for products manufactured or sold by Sellers at any time prior to the Closing StatementDate. Buyer will assume no other Liabilities whatsoeverNotwithstanding the Purchaser's assumption of the Assumed Liabilities, the Purchaser may seek indemnification from the Sellers for any and all Losses (as defined below) resulting from a breach of any of their representations and warranties hereunder.

Assumed Liabilities. Subject The Concession Company agrees to assume and discharge or perform when due, all debts, liabilities and obligations whatsoever relating to the terms and conditions set forth hereinCruise Port Facility or the Cruise Port Facility Operations to the extent arising out of or relating to, and in reliance upon or based on actions occurring during the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business (the "Assumed Liabilities"): (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1Term, but only to the extent such debts, liabilities or obligations do not arise from or relate to any breach by the Authority of any covenant, representation or warranty set forth in this Agreement (collectively, the “Assumed Liabilities”); provided, however, that the Assumed Liabilities shall not include, and the Authority shall perform or cause to be performed and discharge or cause to be discharged as and when due, any debts, liabilities and obligations, whether such debts, liabilities or obligations are initially charged to the Authority, the Concession Company or any other Person, and shall retain responsibility and liability: (i) with respect to the Authority’s obligations under this Agreement; (ii) arising out of the satisfaction of the conditions precedent set forth in Section 2.4(a) of this Agreement; (iii) arising out of Cruise Port Facility Operations prior to the Time of Closing or relating to the Cruise Port Facility and incurred or assumed prior to the Time of Closing, provided, however, that (for the avoidance of doubt) Assumed Liabilities shall include debts, liabilities or obligations provided in the amounts Preferential Berthing Agreement (other than with respect to the Reserved Sections), the Pier 3 EPIC Repairs Contract, the Pier 3 EPIC Repairs Project Management Contract and the other Cruise Port Facility Contracts that are assigned to or otherwise assumed by the Concession Company as provided in Schedule 2 and Section 4.14; (iv) arising out of (A) the Reserved Sections, as defined in Schedule 2, or (B) causes of action, suits or other legal proceedings arising, brought or initiated against the Authority prior to the Time of Closing under any of the Cruise Port Facility Contracts, provided, however, that (for on the Final Closing Statement. The parties understand and agree that avoidance of doubt) none of the Liabilities Cruise Port Facility Contracts shall be considered to be assumed an Excluded Liability as a result of such Cruise Port Facility Contracts having been executed and delivered prior to the Time of Closing; (v) with respect to the employment of any Authority Employee hired by the Concession Company if such debts, liabilities and obligations arise under this Section 3.1(cemployment or labor Law or under any contracts or arrangements with or regarding such Authority Employee and relate to, or were otherwise incurred or accrued during, the time period prior to or at the Time of Closing, including (A) shall be obligations in respect of benefits that had accrued but had not vested in favor of such Liabilities Authority Employee prior to the Time of Closing and (B) any unfunded compensation or other benefits or any unfunded pension or retirement fund liabilities at the Time of Closing; (vi) with respect to any claim made by any Authority Employee not hired by the Concession Company arising under employment or labor Law, including any unfunded compensation or other benefits or any pension or retirement fund liabilities (except if such claim arises from the act or omission of the Concession Company); (vii) under any Environmental Law arising out of or relating to (A) the ownership, operation or condition of the Cruise Port Facility (including the Cruise Port Facility Assets) at any time prior to the Time of Closing, including any noncompliance with Environmental Law that existed at or prior to the Time of Closing and continued after the Time of Closing, or (B) any Hazardous Substance or other contaminant that was present or Released on or migrated or escaped from or was Released from the Cruise Port Facility (including the Cruise Port Facility Assets) or otherwise existed at any time prior to the Time of Closing (a “Pre- Existing Hazardous Substance”), except to the extent the Release or condition is exacerbated as a result of the Concession Company’s negligent, unlawful or willful acts or omissions, and, for the avoidance of doubt, the Assumed Liabilities shall not include the following, subject to the foregoing exception: (1) the full extent of any Release that began prior to the Time of Closing and continued after the Time of Closing, (2) any Release of a Pre-Existing Hazardous Substance that occurs after the Time of Closing as a result of any Capital Project undertaken by the Concession Company and (3) the proper disposal of any such Pre-Existing Hazardous Substances required as a result of any Capital Project undertaken by the Concession Company, and including any environmental conditions existing prior to the Time of Closing, whether or not the manifestation of which occurs at or following the Time of Closing, in each case whether or not known by the Authority or the Concession Company at the Time of Closing; (viii) arising out of any Additional Cruise Port Facilities, until such time, if ever, as the applicable Additional Cruise Port Facilities is included in the amounts Cruise Port Facility in accordance with Section 3.19; (ix) arising out of the condition or operation of Pier 14, until 90 days after the Authority notifies the Concession Company in writing that Pier 14 constitutes part of the Cruise Port Facility and the Concession, at which time Pier 14 will, without further action required by either Party, become an Assumed Liability; (x) with respect to the structural condition of Pier 4 below the non- structural surface covering the deck of Pier 4, and related connecting bridges, until the commencement of the Rehabilitation Pier 4 Wharf or such other arrangement as may be agreed by the Concession Company and the Authority pursuant to Section 2.4(g); provided, however, that it is acknowledged and agreed by the Concession Company that (A) the Concession Company shall conduct Cruise Port Facility Operations with respect to Pier 4 beginning at the Time of Closing, and (B) the conduct of Cruise Port Facility Operations during the Term with respect to Pier 4, including all debts, liabilities and obligations related thereto, shall constitute an Assumed Liability, except for the structural condition of Pier 4 below the non-structural surface covering the deck of Pier 4 during the period set forth above (but, for the avoidance of doubt, excluding any debts, liabilities and obligations related to such structural condition of Pier 4 below the non-structural surface covering the deck of Pier 4 that result from the failure of the Concession Company to conduct Cruise Port Facility Operations in accordance with the Operating Standards and Good Industry Practice, which shall also constitute an Assumed Liability); (xi) with respect to the structural condition below the non-structural surface covering Pan American Pier 1 pier and Pan American Pier 2 pier, until the commencement of the Pan American Piers Wharf Structure Project for Pan American Pier 1 and Pan American Pier 2, as applicable and considered separately, or such other arrangement as may be agreed by the Concession Company and the Authority pursuant to Section 2.4(g),; provided, however, that it is acknowledged and agreed by the Concession Company that (A) the Concession Company shall conduct Cruise Port Facility Operations with respect to Pan American Pier 1 and Pan American Pier 2 beginning at the Time of Closing, and (B) the conduct of Cruise Port Facility Operations during the Term with respect to Pan American Pier 1 and Pan American Pier 2, including all debts, liabilities and obligations related thereto, shall constitute an Assumed Liability, except for the structural condition of Pan American Pier 1 and Pan American Pier 2 below the non-structural surface covering Pan American Pier 1 pier and Pan American Pier 2 pier during the period set forth above (but, for the avoidance of doubt, excluding any debts, liabilities and obligations related to such structural condition of Pan American Pier 1 and Pan American Pier 2 below the non-structural surface covering Pan American Pier 1 pier and Pan American Pier 2 pier that result from the failure of the Concession Company to conduct Cruise Port Facility Operations in accordance with the Operating Standards and Good Industry Practice, which shall also constitute an Assumed Liability); and (xii) with respect to the structural condition of the portion of Pier 3 that is affected by the Pier 3 EPIC Repairs (as described in Schedule 13), but (for the avoidance of doubt) excluding any portion of Pier 3 other than the portion of Pier 3 that is affected by the Pier 3 EPIC Repairs, until the completion of the Pier 3 EPIC Repairs (as described in Schedule 13) in accordance with the terms of the Pier 3 EPIC Repairs Contract; provided, however, that it is acknowledged and agreed by the Concession Company that (A) the Concession Company shall conduct Cruise Port Facility Operations with respect to Pier 3 beginning at the Time of Closing, and (B) the conduct of Cruise Port Facility Operations during the Term with respect to Pier 3, including all debts, liabilities and obligations related thereto, shall constitute an Assumed Liability, except for the structural condition of the portion of Pier 3 that is affected by the Pier 3 EPIC Repairs (as described in Schedule 13) during the period set forth above (but, for the avoidance of doubt, excluding any debts, liabilities and obligations related to such structural condition of the portion of Pier 3 that is affected by the Pier 3 EPIC Repairs (as described in Schedule 13) that result from the failure of the Concession Company to conduct Cruise Port Facility Operations in accordance with the Operating Standards and Good Industry Practice, which shall also constitute an Assumed Liability) (clause (i) through clause (xii) above constituting, collectively, except as provided therein, the “Excluded Liabilities”). Notwithstanding the foregoing, the Assumed Liabilities shall include any liabilities and obligations arising due to the Concession Company’s failure to comply with established Engineering or Institutional Controls or Good Industry Practice for any environmental conditions on the Estimated Closing Statement pending Cruise Port Facility. For the determination avoidance of doubt, the debts, liabilities, obligations and responsibility of the Final Closing Statement Authority for the Excluded Liabilities described in clause (x), clause (xi) and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination clause (xii) of the Final Closing Statement. Buyer will assume no definition of Excluded Liabilities shall be limited to (1) the Casualty Cost for Restoring Pier 4, Pan American Pier 1, Pan American Pier 2 and the portion of Pier 3 that is affected by the Pier 3 EPIC Repairs, and (2) Losses of the Concession Company resulting from the casualty that resulted in such Casualty Cost, including lost Cruise Port Revenues; provided, however, that (x) the cost or expense to the Concession Company of the Rehabilitation Pier 4 Wharf, the Pan American Piers Wharf Structure Project or any other Cruise Pier Improvement Project, including any increased contract price of any Construction Contract related to any such Cruise Pier Improvement Projects as a result of any condition of Pier 4, Pan American Pier 1 or Pan American Pier 2, except to the extent comprising part of the Casualty Cost as aforesaid, shall be borne by the Concession Company (and, for the avoidance of doubt, shall not constitute a Delay Event or a Compensation Event), (y) any Losses of the Concession Company for which the Authority is responsible as provided above may be paid by the Authority as provided in Section 15.1(c) as if such Losses constitute Concession Compensation, and (z) with respect to the Excluded Liability described in clause (xii) of the definition of Excluded Liabilities whatsoevershall be paid by the Authority only from the liquidated damages (if any) and the proceeds of other remedies of the Authority under the Pier 3 EPIC Repairs Contract.

Assumed Liabilities. Subject Buyer shall, effective as of the Closing Date, assume and perform all liabilities arising from the ownership of the Assets, including under the Real Property Leases and under the Other Leases and Contracts, on and after the Closing Date or otherwise required to be performed with respect to the terms Assets on or after the Closing Date and conditions set forth Seller's obligations with respect to compliance after the Closing Date with applicable federal and state laws regulating the use, monitoring and operation of underground storage tanks and related systems at the Acquired Stores, and the remediation of releases therefrom (regardless of when such releases occur); provided that, (i) Seller shall pay all cure amounts owing under the Real Property Leases and Other Leases and (ii) Buyer shall pay all cure amounts owing under any of the Other Contracts (herein, "Buyer Cure Costs"). In both such cases the cure amounts shall be those amounts that the Bankruptcy Court orders to be paid as a condition to the Seller's assumption and in reliance upon the representations assignment of any Real Property Leases and/or Other Leases and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets Contracts to Buyer, . The liabilities to be assumed by Buyer will assume and undertake pursuant to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business (this paragraph b are herein called the "Assumed Liabilities"): (a) express contractual performance obligations arising after . Other than the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant hereunder, Buyer is not assuming and shall not be liable for any liabilities or obligations of Seller. Seller agrees to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) provide to state agencies or environmental trust funds evidence of this assumption of liability sufficient to support the acquisition by Seller of the definition of Retained Liabilities) which are not included Environmental Receivables Consents (as defined in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeversection 11.b.i.3 hereof).

Assumed Liabilities. Subject to the terms and satisfaction or waiver of the conditions set forth herein, the Buyer shall assume, discharge and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only when lawfully due the following Liabilities of the Company incurred in the ordinary course of business (the "Assumed Liabilities"): (a) express contractual performance All liabilities and obligations arising after or accruing subsequent to the Effective Time (other than obligations Closing and relating to those Liabilities listed in clauses (a) through (r) the Purchased Assets or to conduct of the definition of Retained Liabilities) of AdMission Business, including all Liabilities arising subsequent to the Company arising Closing under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets)Conveying Contracts; (b) Liabilities All liabilities and obligations expressly assumed or incurred by Buyer pursuant to Article X; andthis Agreement or the other agreements, certificates and instruments contemplated hereby; (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) Service liabilities and obligations and warranty liabilities and obligations of the definition Seller under the terms of Retained Liabilitiesany contract, commitment or sale transaction entered into in the ordinary course of the AdMission Business relating to products shipped or services provided after the Closing; (d) which are not included All liabilities and obligations provided with respect to employment or retention for the Transferring Employees after the Closing; (e) The accrued payroll and benefits and other accrued expenses, arising in clause (a) or (b) the ordinary course of this Section 3.1, but only the Admission Business and relating to the extent Transferring Employees as of the Closing; (f) The accrued liability of the Seller with respect to vacation pay and in accrued leave owed to the amounts provided Transferring Employees; (g) The accrued liability of the Seller, for on the Final Closing Statement. The parties understand and agree that the Liabilities contributions required to be assumed under this Section 3.1(c) shall be such Liabilities made by the Seller to the extent and in Seller 401(k) Plan (as defined herein) with respect to the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever.Transferring Employees; and

Assumed Liabilities. Subject to As of the terms and conditions set forth hereinClosing Date, the Buyer shall assume, and in reliance upon shall thereafter pay and perform, the representations following obligations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery liabilities of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities Seller existing as of the Company incurred in the ordinary course end of business on the Closing Date and none other (collectively the "Assumed Liabilities"): (ai) express contractual performance Seller's obligations arising after under the Effective Time agreements with Saurer Textiles Systems Charlotte dated May 14, 1998, promissory note to Saurer Textile Systems Charlotte dated May 14, 1998 and agreement with ▇▇▇▇▇▇▇ Schweitor Muttler Corp. dated May 19, 1998 (other than the payments under such obligations relating to those Liabilities listed in clauses having an initial aggregate principal amount of $6,361,100) (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets"Twister Notes"); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in such obligations are not past due as of the amounts provided for on Closing Date. (ii) (A) the Final Closing Statement. The parties understand and agree that obligations of the Liabilities to be assumed Seller under this Section 3.1(c) shall be such Liabilities the Assumed Contracts to the extent such obligations are obligations other than payment obligations, but only to the extent such obligations arise after the Closing and (B) the payment obligations of the Seller under the Assumed Contracts to the extent such payment obligations accrue for periods after the Closing; provided that (A) Buyer shall assume Seller's payment obligations under the purchase Contracts contained in the amounts provided for Assumed Contracts only to the extent the goods purchased under such Contracts have not been received by Seller as of 7:00 a.m. on the Estimated Closing Statement pending Date; (B) Buyer shall assume Seller's obligations under the determination sales contracts contained in the Assumed Contracts only to the extent the relevant goods have not been shipped or billed by Seller under such Contracts as of 7:00 a.m. on the Closing Date and (C) Buyer shall not assume any of Seller's obligations under any purchase contract where the goods purchased have been received by Seller as of 7:00 a.m. on the Closing Date and Buyer shall not assume any of Seller's obligations (including any warranty obligations) under any sales contract where the relevant goods sold have been shipped or billed by Seller as of 7:00 a.m. on the Closing Date and, notwithstanding anything to the contrary set forth in Section 2.1(a)(v) to the contrary, the Contracts described in this Subsection 2.1(c)(ii)(C) shall not be Assumed Contracts. but excluding in each of the Final Closing Statement cases (i) and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination (ii) set forth above any liabilities or alleged liabilities of the Final Seller (A) relating to any Taxes or Income Taxes arising from the operations of the Business prior to the Closing; (B) relating to any breach or alleged breach of contract, default, breach or alleged breach of warranty (including without limitation any warranty claims with respect to products manufactured or sold by the Seller prior to the Closing StatementDate), tort, derelict, infringement, or violation or alleged violation of law by the Seller, including violations of ERISA or any other law applicable to any employee benefit plan of the Seller, including the Plans; (C) payable to any Affiliate of the Seller, except for yarn orders from Seller's Candlewick Division approved by Buyer; (D) arising from or relating to the termination of, or any employment-related claim asserted by, any employee of the Seller, including without limitation claims for wrongful or illegal termination, severance pay, accrued vacation or sick days or other employment related claims, together with all costs or liabilities associated with any such employees except to the extent such liabilities are Buyer's WARN Liabilities (as defined in Section 5.7); (E) arising under or related to any of the Plans; and (F) other than the Twister Notes, arising under any Indebtedness, including Indebtedness for money borrowed or from the funding, financing or factoring of the accounts receivable of the Business (other than Indebtedness directly related to the Purchased Assets and assumed pursuant to Section 2.1(c)(i) and (ii)) (the "Excluded Liabilities"). Buyer will assume no The foregoing, notwithstanding, all liability of the parties under all Environmental Laws relating to the Real Property and all other Liabilities whatsoever.environmental matters relating to the Real Property are addressed in Article VII..

Assumed Liabilities. Subject to Upon the terms and subject to the conditions set forth hereinof this Agreement, on the Closing Date Buyer shall, and in reliance upon shall cause the representations Buyer Subsidiaries to, purchase and warranties contained herein, at accept the Closing, in consideration for Purchased Assets and the sale, assignment, conveyance, transfer Purchased Shares from the Seller Entities and delivery assume all of the Assets following liabilities and obligations to Buyerthe extent they are not Excluded Liabilities (collectively, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business (the "Assumed Liabilities"): (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed accounts and trade payable liabilities incurred in clauses (a) through (r) of connection with the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets)Business; (b) Liabilities expressly assumed accrued payroll, employee benefits and associated taxes, withholding and insurance premiums relating to Business Employees as of the Closing Date; (c) all warranty claims arising from the operation of the Business; (d) all claims, actions, suits, proceedings and other obligations for property damage, personal injury, death and other similar losses or injuries arising out of the sale or use of products manufactured, sold or distributed by Buyer pursuant the Business on or after the Closing Date, whether in respect of any express or implied representation and warranty or otherwise; (e) all liabilities and obligations of the Seller Entities in connection with any claim, action, suit, proceeding or other obligation to Article Xthe extent relating to the Business, other than those described in paragraph 2 of Schedule 2.3(b) attached hereto, whether or not a legal proceeding has been commenced with respect to such action, claim or other obligation prior to the Closing Date; (f) all liabilities and obligations of the Seller Entities as of the Closing Date to the extent they relate to the Purchased Assets, including all obligations and liabilities arising under the Assigned Contracts or taken into account in computing the Adjusted Closing Net Operating Assets; and (cg) Liabilities (all other than those Liabilities listed in clauses (a) through (r) liabilities and obligations of the definition Seller Entities as of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only the Closing Date to the extent and in that they relate to or arose from the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverBusiness or its operation.

Assumed Liabilities. Subject to On the terms and subject to the conditions set forth herein, and in reliance upon the representations and warranties contained hereinthis Agreement, at the Closing, in consideration for the sale, assignment, conveyance, Company will assign and transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities (collectively, the “Assumed Liabilities”): (i) All payment obligations of the Company incurred with respect to current trade accounts payable solely to the extent included in the ordinary course of business (the "Assumed Liabilities"): (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) calculation of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Final Closing Date Net Working Capital pursuant to Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets1.3(a); (bii) Except as set forth in Section 1.1(d)(iv), all Liabilities expressly assumed by arising under the Assumed Contracts to the extent such Liabilities arise after the Closing; (iii) All Liabilities of Buyer relating to employee benefits, compensation or other arrangements with respect to any Transferred Employee to the extent arising after the Closing and related to the employment of such Transferred Employee with the Buyer; (iv) All Liabilities for (i) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any taxable period (or portion thereof) beginning after the Closing Date and (ii) Taxes for which Buyer is liable pursuant to Article XSection 6.2; (v) All Liabilities under the Assigned Permits, to the extent such Liabilities arise from the operation or conduct of the Purchased Assets after the Closing; (vi) All other Liabilities arising out of or relating to ▇▇▇▇▇’s ownership or operation of the Business and the Purchased Assets on or after the Closing; and (cvii) Liabilities (Such other than those Liabilities listed in clauses (a) through (r) liabilities as specifically identified on Schedule 1.1(c)(vii), if any. In confirmation of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1foregoing assignment and assumption, but only the Beneficial Owners, the Seller Related Parties and the Company shall execute and deliver to the extent Buyer, at the Closing, an Assignment and Assumption Agreement in the amounts provided form of Exhibit E (the “Assignment and Assumption Agreement”) and such other instruments and assignments as may be reasonably requested by the Buyer and necessary for on the Final Closing Statement. The parties understand and agree that Company to assign the Liabilities to be assumed under this Section 3.1(c) shall be such Assumed Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverBuyer.

Assumed Liabilities. Subject to At the terms Closing and conditions set forth except as otherwise provided for herein, Holdco shall assume, and, from and in reliance upon the representations and warranties contained herein, at after the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to Holdco shall pay, discharge and perform as and dischargewhen due, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business (the "Assumed Liabilities"): all (a) express contractual performance obligations Liabilities of Time Warner Cable and its Affiliates to the extent arising out of, resulting from or associated with the ownership and operation of the Transferred Assets and/or the Transferred Business prior to Closing, or the transfer of such Transferred Assets and/or Transferred Business at Closing, including all Master Pre-Closing Liabilities, but in each case only to the extent such Liabilities are reflected in the Closing Net Liabilities Amount used to calculate the Final Closing Adjustment Amount and (b) all Liabilities to the extent relating to, arising out of or resulting from the ownership and operation of the Transferred Assets and/or the Transferred Business after the Effective Time Closing, including all Specified Launch Support Liabilities, (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) collectively, the “Assumed Liabilities”). The Assumed Liabilities expressly assumed by Buyer pursuant to Article X; and shall not include (ci) Excluded Tax Liabilities, (ii) Liabilities set forth on Schedule 2.2, (other than those iii) Liabilities listed in clauses for long-term debt (aincluding the current portion thereof), (iv) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in arising out of, resulting from or associated with the amounts provided for on the Estimated Closing Statement pending the determination use, ownership or operation of the Final Excluded Assets other than Master Pre-Closing Statement Liabilities and that Buyer shall treat such Specified Launch Support Liabilities, (v) any Liabilities shown on the Estimated Closing Statement as of Time Warner Cable or its Affiliates other than Assumed Liabilities, (vi) any Liabilities assumed by Buyer pending the determination of the Final type that would be excluded from financial statements by reason of the GAAP Adjustments or (vii) any intercompany payable created to record cash lent to the Transferred Systems prior to Closing Statement. Buyer will assume no other Liabilities whatsoever(clauses (i) through (vii) collectively, “Excluded Liabilities”).

Assumed Liabilities. Subject to the terms and conditions set forth hereinof this Agreement, and in reliance upon on the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to BuyerClosing Date, Buyer will shall assume and undertake agree to pay, perform and dischargedischarge when due, subject to the provisions of Section 1.5, all of the Liabilities of Sellers to the extent relating to the Business or the Assets, whether arising before or after the Closing Date, to the extent the same are unpaid, undelivered or unperformed on the Closing Date, but only (except in the case of Section 1.3(c)) to the extent such Liabilities are, in accordance with the terms thereofcase of Liabilities that GAAP requires to be included in financial statements, only the following Liabilities both (x) liabilities of the Company type included in or reflected on the Financial Statements or the Recent Balance Sheet, and (y) included in the Net Working Capital calculation (collectively, the “Assumed Liabilities”), including: (a) All Liabilities arising under the Assumed Contracts; (b) All Liabilities arising under the Business Permits; (c) All Liabilities that arise on account of Buyer’s conduct of the Business, use of the Assets and/or delivery of services by Buyer, in each case, on or after the Closing Date, including Liabilities associated with continuing the litigation set forth in Item 1 of Schedule 3.1(h); (d) All current Liabilities and accrued Liabilities (excluding Taxes described in Section 1.4(a)) identified on Schedule 1.3(d) and all other current Liabilities and accrued Liabilities (excluding Taxes described in Section 1.4(a)) of the type identified on Schedule 1.3(d) that are incurred in the ordinary course of business (and included in the "Assumed Liabilities"): (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article XNet Working Capital calculation; and (ce) All other Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent Net Working Capital calculation and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statementnot otherwise listed above. Buyer will assume no is not assuming, nor shall it be deemed to have assumed, any other Liabilities of Sellers of any kind or nature whatsoever, except as expressly provided in this Agreement or any instrument delivered pursuant to Section 9.3(b).

Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, when due and otherwise in accordance with the terms thereof, only the following Liabilities of Seller and Seller Subsidiary Related to the Company incurred in Business or the ordinary course of business (the "Assumed Liabilities"): (a) express contractual performance obligations arising after the Effective Time Assets (other than obligations relating to those the Liabilities listed in clauses (a) through (rv) of Section 3.2) (the definition of Retained “Assumed Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause ”): (a) will exclude any amounts due or payable Liabilities of Seller and Seller Subsidiary, as of the Effective Time case may be, under or in respect of Contracts and Leases that constitute Assets), whether arising prior to, on or after the Closing Date; (b) Liabilities associated with accruals of deferred revenues, but only to the extent and in the amounts provided for on the Final Closing Net Assets Statement; (c) Liabilities to, or otherwise relating to the employment of, the Continued Employees and the UK Employees to the extent arising after the Effective Time and any other Liabilities expressly assumed by Buyer pursuant to Article X; andIX; (cd) Liabilities in respect of Continued Employees arising under the WARN Act or any similar state Law to the extent arising after the Effective Time; (e) all Liabilities under the sales representation agreements to be entered into by Buyer pursuant to Section 8.13; (f) accounts payable and trade payables (whether current or past due), but only to the extent and in the amounts provided for on the Final Closing Net Assets Statement; (g) product warranty claims of third parties with respect to products sold or services rendered in the conduct of the Business, whether arising prior to, on or after the Closing Date; (h) product liability claims of third parties with respect to products of the Business, whether arising prior to, on or after the Closing Date; (i) Liabilities for and in respect of any Taxes relating to the Business, the Assets (including the Joint Venture) or the Assumed Liabilities for periods (or portions thereof) beginning after the Closing on the Closing Date (in the case of tax years including the Closing Date, Taxes shall be determined on a closing-of-the-books basis through the Closing, except for periodic Taxes (such as real property Taxes) which shall be determined on a daily pro rata basis). For the avoidance of doubt, Seller and Seller Subsidiary shall not be responsible for any Liabilities for or in respect of Taxes attributable to income or gain with respect to the Assets (including the Joint Venture) and the Business resulting from any action taken by Buyer that is not contemplated by this Agreement that occurs after the Closing on the Closing Date; (j) Liabilities with respect to the Joint Venture, including the Joint Venture Guaranties; (k) Liabilities based upon, arising out of, relating to or otherwise in connection with any pending, threatened or future Action with respect to any events, actions, occurrences, omissions, circumstances or conditions occurring or existing on or prior to the Closing Date (whether asserted prior to, on or after the Closing Date) (other than those Liabilities listed based upon, arising out of, relating to or otherwise in clauses connection with the Actions set forth on Schedule 3.2(a)); (al) through Liabilities based upon, arising out of, relating to or otherwise in connection with any tort, whether arising prior to, on or after the Closing Date; (rm) Liabilities based upon, arising out of, relating to or otherwise in connection with claims of alleged infringement with respect to the Business Intellectual Property, whether arising prior to, on or after the Closing Date; (n) other Liabilities to the extent arising out of or resulting from the operation after the Effective Time by Buyer of the definition Business or the ownership or use after the Effective Time by Buyer of Retained Liabilitiesthe Assets; (o) other Liabilities for which Buyer is made responsible pursuant to this Agreement or any other Transaction Document; (p) other Liabilities which are not included in clause (a) or through (bo) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Net Assets Statement. The parties understand and agree ; and (q) Liabilities relating to a successful claim by a UK Employee that the Liabilities change of employer arising by reason of the operation of the Transfer Regulations is a significant change which is to his detriment or that a substantial change is proposed to be assumed under this Section 3.1(c) shall be such Liabilities made to his working conditions on or after the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing StatementDate, which is to his detriment. Buyer will assume no other Liabilities whatsoever.

Assumed Liabilities. Subject to Buyer shall assume the terms following liabilities of Seller and conditions set forth hereinits Affiliates, and in reliance upon the representations and warranties contained hereinno others (collectively, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business (the "Assumed Liabilities"), with USA Buyer assuming the following Assumed Liabilities that relate to the USA Acquired Assets (such Assumed Liabilities, the "USA Assumed Liabilities"), and Canadian Buyer assuming the following Assumed Liabilities that relate to the Canadian Acquired Assets (such Assumed Liabilities, the "Canadian Assumed Liabilities"): (a) express contractual performance obligations 2.4.1 all liabilities relating to the Acquired Assets listed in Sections 2.1.1 through 2.1.14 to the extent arising after the Effective Time Applicable Closing, including any such liabilities arising under the Acquired Leases, the Acquired Car Leases and the Acquired Agreements and any Assumed Real Estate Taxes; 2.4.2 all amounts necessary to cure any arrearages prior to the Applicable Petition Date under the Acquired Car Leases, the Acquired Agreements and the Acquired Leases, but specifically excluding (i) any monthly rents and other amounts for the period from the Applicable Petition Date to the Applicable Closing, which shall be Retained Liabilities and which shall be paid by Seller when due and (ii) any intercompany liabilities arising between Seller and TCP or its Affiliates, whether arising before or after the Applicable Petition Date, which shall be Retained Liabilities; 2.4.3 all obligations to honor, as a means of payment in the Stores (other than obligations relating the Canadian Retained Stores), outstanding Disney-branded Gift Cards (as defined in the License Agreement) and Disney Dollars sold by Seller to those Liabilities listed in clauses (a) through (r) of consumers prior to the definition of Retained Liabilities) of Applicable Closing Date; and 2.4.4 the Company arising under Contracts that constitute Assets (it being understood and agreed thatCarrying Costs, except as provided in clause (c) Section 6.5.1 and, if applicable, Section 6.5.4. For purposes of this Section 3.1clarification, the Assumed Liabilities described in this clause (a) will shall specifically exclude any amounts due or accounts payable as of Seller, all of which shall be Retained Liabilities. Other than the Assumed Liabilities and the Permitted Encumbrances, the sale of the Effective Time under Acquired Assets to Buyer shall be free and clear of any and all liens, claims, interests or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer Encumbrances pursuant to Article X; and (cBankruptcy Code § 363(f) Liabilities (other than those Liabilities listed in clauses (a) through (r) and the Canadian Sale Order. In addition, with respect to any Acquired Car Leases, Acquired Agreements and Acquired Leases for which Seller or its Affiliates have provided a letter of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1credit, but only to the extent and in necessary, upon the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that assumption thereof or as soon as reasonably practicable thereafter, Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination provide a replacement letter of the Final Closing Statement. Buyer will assume no other Liabilities whatsoevercredit therefor.

Assumed Liabilities. Subject At the Closing Date, Purchaser agrees to assume and pay, discharge, perform or otherwise satisfy the following liabilities and obligations of Sellers or their Affiliates relating to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets Business according to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business (the "Assumed Liabilities"): their respective terms: (a) express contractual performance all liabilities and obligations arising out of the operation of the Business by Purchaser after the Closing Date; (b) all obligations to fulfill any and all (i) subscriptions (at the cost thereof) and (ii) advertising commitments (in each case, whether fully performed or wholly or partially executed as of the Closing Date) under the Assumed Contracts, including without limitation all advertising insertion orders included in the Assumed Contracts (provided such obligations under the Shared Contracts are only in respect of rights Purchaser has been assigned); (c) all obligations first arising after the Effective Time (other than obligations Closing of Sellers or any of their Affiliates relating to those Liabilities listed in clauses the Business under the Assumed Contracts (a) through (r) of provided such obligations under the definition of Retained Liabilities) of the Company arising under Shared Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or are only in respect of Contracts that constitute Assetsrights Purchaser has been assigned); , including, without limitation, all obligations first arising after the Closing under the Real Estate Leases (bas defined in Section 4.11(a)(v)); (d) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only all liabilities to the extent and in the amounts provided for included on the Final Closing Statement. The parties understand and agree that Date Statement as defined in Section 2.02(a)(i); (e) all expenses in connection with the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities Transferred Employees to the extent and specifically provided in Section 6.03 herein; (f) all liabilities from any litigation, proceedings, investigations, actions, suits, orders at law or in equity to the amounts provided for on the Estimated Closing Statement pending the determination extent arising out of the Final operation of the Business by Purchaser after the Closing Statement Date; and that Buyer shall treat such Liabilities shown on the Estimated (g) all Closing Statement as Liabilities Date Liabilities. The foregoing liabilities being assumed by Buyer pending Purchaser are referred to hereinafter collectively as the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever“Assumed Liabilities.”

Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in In consideration for of the sale, assignmenttransfer, conveyance, transfer conveyance and delivery assignment to it of the Assumed Business Assets and the Assumed Receivables pursuant to Buyerthis Agreement, Buyer will assume effective as of the Effective Time, Ahsuog hereby assumes and undertake agrees to pay, perform and discharge, in accordance with the terms thereof, only discharge when due all of the following Liabilities liabilities and obligations of the Company incurred in the ordinary course of business MGR (the "Assumed Liabilities"):), and no others: (ai) express contractual performance all liabilities and obligations arising after of MGR that relate primarily to the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) conduct of the definition Assumed Business, including without limitation (x) all liabilities and obligations of Retained Liabilities) MGR with respect to accounts payable of MGR that relate primarily to the conduct of the Company arising Assumed Business, (y) all liabilities and obligations of MGR under or in respect of the Assumed Contracts that constitute Assets and (it being understood z) the Assumed Business Employment Liabilities; (ii) all liabilities and agreed that, except as provided in clause (c) obligations of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or MGR with respect to all accounts payable of MGR as of the Effective Time under or (determined using the same accounting policies, principles and methodologies used in respect preparing the 1998 Pro Forma Financial Statements and the Statement of Contracts that Adjusted Assets set forth in Schedule 2.06(a) and using the Specified Accounting Policies) other than any such accounts payable which constitute AssetsRetained Liabilities (as defined below); (biii) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are extent not included in clause subparagraph (ai) or (bii) above, all liabilities and obligations of this Section 3.1MGR with respect to accounts payable for paper, printing, binding and other similar tangible items received by MGR prior to the Effective Time (whether or not invoices therefor are received before or after the Effective Time), but only to the extent and that such items were used in preparing products which are reflected in MGR's inventory as set forth in the amounts provided for on Final AA Statement; (iv) all liabilities and obligations of MGR with respect to the Final Closing Statement. The parties understand fees, charges and agree that disbursements of third party providers of marketing, consulting and other professional services and occupancy services (whether or not invoices therefor are received before or after the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities Effective Time), but only to the extent that such fees, charges and in disbursements are for services rendered prior to the amounts provided for on Effective Time; and (v) all liabilities and obligations of MGR (including, without limitation, Tax liabilities) that arise from the Estimated Closing Statement pending the determination sale, transfer, conveyance and assignment of the Final Closing Statement Assumed Business Assets to Ahsuog pursuant hereto. From and that Buyer after the Effective Time, (A) MGR shall treat such have no liability for the Assumed Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination and (B) Ahsuog shall discharge in a timely manner or make adequate provision for all of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverAssumed Liabilities, provided that Ahsuog shall have the ability to contest, in good faith, any claim of liability asserted in respect thereof by any Person.

Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at At the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will shall assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities and shall in no event assume any of the Company Excluded Liabilities (the Liabilities to be assumed being referred to herein collectively as the “Assumed Liabilities”): (i) any trade account payable (other than a trade account payable to an Affiliate of Seller) incurred in the ordinary course of business (and consistent with past practice to the "Assumed Liabilities"):extent reflected on the Closing Date Statement of Accounts and taken into account in the Net Working Capital Adjustment; (aii) express contractual any Liability to Seller’s customers incurred by Seller in the ordinary course of business consistent with past practice for orders outstanding on the Closing Date reflected on the Closing Date Statement of Accounts, including, but not limited to, fulfillment of performance obligations relating to deferred service contract liability; (iii) any Liability arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of Closing Date under the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed thatAssumed Contracts, except as provided in clause (c) for Liabilities caused by a breach by Seller of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time its obligations under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article Xsuch Contracts; and (civ) any Liability of Seller, including accrued miscellaneous Liabilities (other than those Liabilities listed described in clauses (a) through (rSection 1.2(c)(iv) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only Disclosure Schedule to the extent reflected on the Closing Date Statement of Accounts and taken into account in the amounts Net Working Capital Adjustment. Except as expressly provided for on in this Agreement and the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that other Transaction Documents, Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities not assume or be liable, nor be deemed to have assumed by Buyer pending the determination or be liable for, any Liability of the Final Closing Statement. Buyer will assume no other Liabilities Seller of any nature whatsoever.

Assumed Liabilities. Subject The Buyer agrees to assume, pay and discharge as and when due the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery following liabilities of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business Seller (the "“Assumed Liabilities"”): (a) express contractual performance Liabilities and obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of Seller under those quotes, bids, proposals, awards, customer orders, work-in-process, pending projects, contracts and purchase orders with customers given, entered into and accepted by the Company arising under Contracts Seller and remaining uncompleted or outstanding on the Closing Date that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assetsare listed on Schedule 3.1(a); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (cand obligations under the contracts listed on Schedule 3.1(b) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent such liabilities and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities obligations are to be assumed under this Section 3.1(cperformed on and after the Closing. (c) shall be such Liabilities All product warranty obligations of Seller but only to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and warranties described on Schedule 3.1(c); provided, however, that Buyer shall treat such Liabilities shown have no obligation to honor any rebate or refund claims of Seller’s customers; (d) All liabilities listed on Schedule 3.1(d) attached hereto; (e) All rent, percentage rent, utilities, common area charges, pass through charges, real property taxes and insurance payable under that certain lease of space at the Seller’s current location that accrue commencing on the Estimated Closing Statement as Date and ending on the earlier of: (i) four months thereafter; or (ii) the vacating of such location by Seller if Seller vacates such location prior to the end of such four (4)month period; and (f) Liabilities assumed by Buyer pending and obligations with respect to all Purchased Assets to the determination of extent such liabilities and obligations accrue on and after the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverClosing.

Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in As partial consideration for the sale, assignment, conveyance, transfer and delivery purchase of the Assets to BuyerAssets, Buyer will Purchaser shall assume and undertake to pay, perform and discharge, in accordance with as of the terms thereof, only Closing Date the following Liabilities liabilities of the Company incurred Sellers to the extent arising on or after the Closing Date: (i) all obligations of Sellers pursuant to the real property leases listed on Schedule 1. 1.1 to the extent that the same are disclosed on the face of such real property lease or otherwise disclosed to Purchaser in writing at the time of the execution of this Agreement; (ii) all obligations of Sellers pursuant to the Contracts to the extent that the same are disclosed on the face thereof or otherwise disclosed to Purchaser in writing at the time of the execution of this Agreement, including, without limitation, the obligation of the applicable Seller to pay all amounts unpaid on the Closing Date with respect to the sorter equipment recently installed in the ordinary course Division's Franklin, Tennessee headquarters; (iii) all obligations of business Sellers pursuant to the Permits to the extent disclosed to Purchaser in writing at the time of the execution of this Agreement; (iv) all obligations of Sellers pursuant to any customer proposals outstanding on the Closing Date to the extent that the same are disclosed on the face thereof or otherwise disclosed to Purchaser in writing at the time of the execution of this Agreement; (v) the obligations of BBC with respect to the Division set forth in the Transition Support Agreement, by and between BBC and ProCare Pharmacy, Inc.; and (vi) the obligations of Sellers to pay license fees with respect to Sellers' unlicensed use of the software products named on Schedule 3.1 prior to the Closing Date (collectively, the "Assumed Liabilities"): (a) express contractual performance ). Except to the extent specified in the previous sentence, Purchaser shall not assume any liability or obligation of Sellers whatsoever, and Sellers shall retain responsibility for all liabilities and obligations accrued or incurred prior to the close of business on the day prior to the Closing Date, whether known or unknown, and all liabilities and obligations arising after from Sellers' operation of the Effective Time Business prior to the close of business on the day prior to the Closing Date, whether or not accrued or whether or not disclosed. Sellers agree to pay and settle all of such liabilities and obligations (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Assumed Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever.a timely manner

Assumed Liabilities. Subject to the terms and conditions set forth hereinof this ------------------- Agreement, Buyer shall assume: (a) all current liabilities of Sellers (including, without duplication, the outstanding float consisting of checks or other payment items (including Outstanding ACHs) issued and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery outstanding against Sellers' operating accounts) as of the Assets Closing Date; (i) with respect to BuyerEmployees in Good Standing, Buyer will assume Sellers' obligation to make payments under and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred Retention Bonus Program, in each case only to the ordinary course extent that the Closing occurs before the relevant payment is required to be made; provided , that -------- payments under the Retention Bonus Program otherwise due upon confirmation of business Sellers' plan of reorganization shall instead be payable at Closing, and (the "Assumed Liabilities"): (aii) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) all COBRA liabilities of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article XSellers; and (c) liabilities and obligations under all Assumed Contracts (including, without limitation, the ▇▇▇▇▇▇▇▇ Employment Agreement and the Severance Agreements) and the Assumed Real Property Leases. The liabilities described in Sections 2.2(a) and 2.2(b) shall hereinafter be referred to as the "Assumed Current Liabilities". The Assumed Current --------------------------- Liabilities (other than those Liabilities listed and the liabilities described in clauses (a) through (r) Section 2.2(c), shall hereinafter be referred to collectively as the "Assumed Total Liabilities"; provided, ------------------------- -------- however that, the current liability portion of the definition of Retained Liabilities) which are not Assumed Contracts and Assumed Real Property Leases shall be included in clause the Assumed Current Liabilities. Other than the Assumed Total Liabilities, no indebtedness, obligation or liability of Sellers is assumed by Buyer, including without limitation any liability for the payment of (ai) any professional person retained in the Cases, (ii) any Taxes of the Sellers for any period through the day before the Closing Date, or (biii) of this Section 3.1, but only to the extent and in the amounts provided any liability for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverinter-Seller payables.

Assumed Liabilities. Subject to On the terms and subject to the conditions set ------------------- forth herein, and in reliance upon the representations and warranties contained hereinthis Article 1, at the ClosingTransfer Time, in consideration Tenant shall assume and become responsible for the sale, assignment, conveyance, transfer and delivery all of the Assets to Buyerfollowing liabilities and obligations (collectively, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business (the "Assumed Liabilities"): ): (a) express contractual performance obligations arising after player promotions, including any awards given to patrons under a player rating system; (b) to the Effective Time (other than obligations relating extent not paid directly by Landlord to those Liabilities listed in clauses (a) through (r) Employees who accept Tenant's offer of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except employment as provided in clause Section 1.11(b) ("Hired Employees"), accrued liabilities relating to accrued but unpaid wages and earned but unused vacation and sick pay under Landlord's employee benefits policy in effect as of the date hereof associated with the Hired Employees, provided that Landlord has exercised its option under Section 1.11(g) to pay such wages, vacation and sick pay to Tenant; (c) any and all liabilities, obligations and commitments arising or accruing at or after the Transfer Time under the Assigned Contracts; (d) all liabilities and obligations arising out of or relating to the Working Capital or the Casino Business to the extent arising or accruing after the Transfer Time; and (e) any and all liabilities, obligations and commitments of Landlord specifically undertaken by Tenant pursuant to any other provision of this Section 3.1Article 1, Assumed Liabilities described including without limitation liability for all unredeemed Casino gaming chips and tokens in this clause (a) will exclude any amounts due or payable circulation as of the Effective Transfer Time which are presented by patrons of the Casino for payment within the applicable periods for legal redemption. Tenant shall take such actions to assume the liabilities of Landlord accruing after the Transfer Time under or in respect the Assigned Contracts as may be necessary to substitute Tenant for Landlord, and/or shall relieve Landlord of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverall liabilities thereunder.

Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in As partial consideration for the sale, assignment, conveyance, transfer and delivery purchase of the Assets to BuyerAssets, Buyer will Purchaser shall assume and undertake to pay, perform and discharge, in accordance with as of the terms thereof, only Closing Date the following Liabilities liabilities of the Company incurred Sellers to the extent arising on or after the Closing Date: (i) all obligations of Sellers pursuant to the real property leases listed on Schedule 1.1.1 to the extent that the same are disclosed on the face of such real property lease or otherwise disclosed to Purchaser in writing at the time of the execution of this Agreement; (ii) all obligations of Sellers pursuant to the Contracts to the extent that the same are disclosed on the face thereof or otherwise disclosed to Purchaser in writing at the time of the execution of this Agreement, including, without limitation, the obligation of the applicable Seller to pay all amounts unpaid on the Closing Date with respect to the sorter equipment recently installed in the ordinary course Division's Franklin, Tennessee headquarters; (iii) all obligations of business Sellers pursuant to the Permits to the extent disclosed to Purchaser in writing at the time of the execution of this Agreement; (iv) all obligations of Sellers pursuant to any customer proposals outstanding on the Closing Date to the extent that the same are disclosed on the face thereof or otherwise disclosed to Purchaser in writing at the time of the execution of this Agreement; (v) the obligations of BBC with respect to the Division set forth in the Transition Support Agreement, by and between BBC and ProCare Pharmacy, Inc.; and (vi) the obligations of Sellers to pay license fees with respect to Sellers' unlicensed use of the software products named on Schedule 3.1 prior to the Closing Date (collectively, the "Assumed Liabilities"): (a) express contractual performance ). Except to the extent specified in the previous sentence, Purchaser shall not assume any liability or obligation of Sellers whatsoever, and Sellers shall retain responsibility for all liabilities and obligations accrued or incurred prior to the close of business on the day prior to the Closing Date, whether known or unknown, and all liabilities and obligations arising after from Sellers' operation of the Effective Time Business prior to the close of business on the day prior to the Closing Date, whether or not accrued or whether or not disclosed. Sellers agree to pay and settle all of such liabilities and obligations (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Assumed Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoevera timely manner.

Assumed Liabilities. Subject to the terms and conditions set forth hereinof this Agreement, on the Closing Date Purchaser shall assume, and in reliance upon the representations thereafter honor and warranties contained hereinfully and timely, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and dischargedischarge when due, in accordance with the terms thereof, only the following Liabilities liabilities of Seller and shall perform all duties, responsibilities, and obligations of Seller under the Company incurred in following, to the ordinary course extent that such liabilities, duties, responsibilities and obligations arise or accrue after the close of business on the Closing Date (collectively, the "Assumed Liabilities"):): ------------------- (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Deposit Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (bi) All of Seller's duties and responsibilities relating to the Deposit Liabilities, including without limitation, with respect to (x) the abandoned property laws of any state or (y) any other applicable law; (ii) Any of Seller's accrued and unpaid expenses related to the Deposit Liabilities expressly assumed by Buyer to the extent a proration or adjustment is made with respect thereto pursuant to Article XSection 3.2; and (ciii) Liabilities (Any and all other than those Liabilities listed in clauses (a) through (r) liabilities and obligations relating to or arising out of the definition of Retained Liabilities) which are not included Purchased Assets or Assumed Deposit Liabilities to be performed after the Closing, and as set forth in clause (a) or (b) of this Section 3.1Schedule 2.2, but only to the extent and that such liabilities or obligations arise or accrue after the close of business on the Closing Date. (b) the Lease on the Branch; (c) the Assumed Contracts; (d) the operation of the Branch in the amounts provided for ordinary course of business, including, without limitation, the payment of salary, compensation and employee benefits earned by employees of the Seller employed at the Branch after the Closing Date; and (e) All liabilities and obligations of Seller not expressly included in the Assumed Liabilities are excluded from the transactions contemplated in the Agreement, including, without limitation, the following items: (i) all liabilities associated with cashier's checks or other official bank checks and traveler's checks issued by Seller; (ii) all liabilities associated with accounts of Seller's employees, officers and directors, other than accounts of those employees of the Seller employed at the Branch; (iii) certificate of deposit accounts and I▇▇ certificate accounts that (a) are subject to any order, agreement or encumbrance that in any way restricts the payment of funds representing such account on the Final Closing Statement. The parties understand order of the depositor, or (b) are "brokered deposits" (as that term is defined in 12 C.F.R. section 337.6(a) (2)); and (iv) all liabilities and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities obligations of Seller relating to the extent and Branch that are not expressly included in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverAssumed Liabilities.

Assumed Liabilities. (a) The Assets shall be sold and conveyed to Buyer free and clear of all Liens (as defined below), except Permitted Liens (as defined below). Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained hereinSection 1.5(b) below, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake agree to fully pay, perform and dischargeor discharge in a timely manner, fully in accordance with the respective terms thereof, only as and when they become due, (i) all liabilities and obligations of Seller relating to the following Liabilities Assets or the Business arising from, or in connection with, the conduct of the Company Business or the ownership of the Assets by Buyer or any other person after the Closing Date; (ii) all liabilities and obligations of Seller under the terms of the Assumed Contracts, except for (A) those liabilities and obligations which Seller is required to satisfy prior to the Closing (except to the extent such liabilities or obligations are reflected on the Final Closing Balance Sheet) or (B) which arise due to a breach by Seller of an Assumed Contract prior to the Closing; (iii) all accounts payable and other current liabilities of the Seller as of the Closing Date in each case incurred in the ordinary course of business the Business to the extent reflected on the Final Closing Balance Sheet; (iv) to the "extent that the FANAV exceeds the Cap, any liabilities or obligations under Assumed Liabilities"): (a) express contractual performance obligations arising after Contracts, accounts payable and other current liabilities of the Effective Time (other than obligations relating to those Liabilities listed Seller not set forth in clauses (ai), (ii) through or (riii) above that were incurred in the ordinary course of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable Business as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) Closing Date and of the definition of Retained Liabilities) which are not included in clause type reflected as liabilities on the Pro Forma Balance Sheet (a) or (b) of this Section 3.1, but any such additional obligations and liabilities shall be assumed only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed amount by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever.which

Assumed Liabilities. Subject to On the terms and subject to the conditions set forth herein, and in reliance upon the representations and warranties ------------------- exceptions contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer Seller shall assign and delivery of the Assets delegate to Buyer, and Buyer will shall assume and undertake to pay, defend, discharge and perform in full when due the liabilities and dischargeobligations of Seller (insofar as such liabilities and obligations relate to the Business and the Purchased Assets) included in Seller's December 31, 1999 balance sheet for the Business, subject to changes and additional liabilities and obligations specifically identified below in accordance this Section 2.3 (the "Assumed Liabilities"), and no others, ----------- pursuant to this Agreement and the General Assignment, ▇▇▇▇ of Sale and Assumption Agreement referred to in Section 2.5. ----------- (a) the rights, liabilities and obligations of Seller to perform under the agreements and contracts listed on Schedule 2.3(a) attached hereto together --------------- with such other agreements and contracts entered into by Seller in the terms thereofordinary course of business individually involving amounts less than $50,000 (collectively, only the following Liabilities "Assumed Contracts"); provided, however, that Buyer shall not assume any liabilities or obligations arising out of or in connection with Seller's breach of such Assumed Contracts in excess of the Company amounts reserved therefor in the balance sheet included as part of the Most Recent Financial Statements; (b) the rights, liabilities and obligations of Seller to perform under the Leases from and after the Closing Date; (c) the liabilities and obligations of Seller for accrued expenses for utilities, professional fees (other than fees related to the Acquisition), wages, commissions and bonuses, and accrued vacation benefits in each case to the extent such accrued expenses are (i) reflected in Seller's December 31, 1999 balance sheet for the Business, or (ii) incurred in the ordinary course of business (between December 31, 1999 and the "Assumed Liabilities"): (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article XClosing Date; and (cd) Liabilities all other liabilities and obligations of Seller (other than those the Excluded Liabilities listed defined in clauses Section 2.4 below) which relate to the Business ----------- and/or the Purchased Assets and are (ai) through reflected in Seller's December 31, 1999 balance sheet for the Business; (rii) incurred in the ordinary course of business between December 31, 1999 and the Closing Date; or (iii) reflected in item (i/m) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing StatementSchedule 3.8. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever.------------

Assumed Liabilities. Subject to the terms and conditions set forth hereinof this Agreement, and in reliance upon the representations and warranties contained hereinincluding Section 9.3, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery but effective as of the Assets to BuyerEffective Time, Buyer will Purchaser shall assume and undertake agree to pay, perform and discharge, in accordance with the terms thereof, pay or perform only the following Liabilities liabilities and obligations of Sellers (collectively, the Company incurred in the ordinary course of business (the "“Assumed Liabilities"”): (a) express contractual performance liabilities and obligations arising after of any Seller under the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1Contracts, but only to the extent such liabilities and obligations either (i) arise after the Effective Time, or (ii) are specifically included as Current Liabilities in the amounts provided for on the Final Closing Statement. The parties understand and agree Date Net Assets Calculation; provided, however, that the Assumed Liabilities do not include any liability or obligation arising out of or relating to be assumed any breach or default by any Seller that occurred at or prior to the Effective Time; (b) liabilities and obligations of any Seller under this Section 3.1(c) shall be such Liabilities the Leases, but only to the extent such liabilities and obligations either (i) arise after the Effective Time, or (ii) are specifically included as Current Liabilities in the amounts provided for on Closing Date Net Assets Calculation; provided, however, that the Estimated Assumed Liabilities do not include any liability or obligation arising out of or relating to any breach or default by any Seller that occurred at or prior to the Effective Time; (c) Sellers’ accounts payable and other current liabilities, but only to the extent specifically included as Current Liabilities in the Closing Statement pending the determination Date Net Assets Calculation; (d) Sellers’ obligations and liabilities as of the Final Closing Statement Date in respect of accrued, unpaid vacation and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement sick pay of all Facility Workers who are leased to Purchaser by APE as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no Date, and related taxes, but only to the extent specifically included as Current Liabilities in the Closing Date Net Assets Calculation; (e) [reserved]; and (f) any other obligations and liabilities of Sellers identified in Schedule 1.4(f), but only to the extent specifically included as Current Liabilities whatsoeverin the Closing Date Net Assets Calculation.

Assumed Liabilities. Subject to the terms obligation of the Seller to indemnify the Purchaser with respect to certain obligations and conditions set forth hereinliabilities of the Seller pursuant to Article 8, the Purchaser shall assume, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake hereby agrees to pay, perform perform, fulfill and discharge, in accordance with the terms thereof, only discharge the following Liabilities of (collectively, the Company incurred in the ordinary course of business (the "“Assumed Liabilities"”): (ai) express contractual performance obligations arising after the Effective Time liabilities (other than obligations relating to those Liabilities listed in clauses including interest, costs and fees) identified on Schedule 1.3(a)(i) attached hereto, each of which arises out of a lease (a) through (reach a “Lease”) of personal property (the definition of Retained Liabilities“Leased Asset”) entered into by Seller. Notwithstanding the foregoing, if Purchaser is unable to discharge the liabilities associated with each the Leased Asset at a cost equal to one hundred and five (105%) percent or less of the Company arising under Contracts that constitute Assets aggregate dollar amount listed on Schedule 1.3(a)(i), or if Purchaser is unable to continue leasing pursuant to the applicable Lease (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as obtain ownership of the Effective Time under Leased Asset or if the applicable lease has expired, enter into a new lease at terms acceptable to it, as determined in respect of Contracts that constitute Assets);its sole discretion) then, in such event: (x) Purchaser shall have no obligation to discharge the liability associated with the Leased Asset, and (y) Purchaser shall have the right, in its sole and absolute discretion to terminate this Agreement immediately upon written notice to the Seller. (biii) Liabilities expressly assumed by Buyer pursuant all fees, including fees for professional services rendered, and expenses owed which are identified on Schedule 1.3(a)(iii) incurred in connection with the Seller’s Intellectual Property and necessary for the Purchaser to Article X; andavail itself of all rights and interests to the Intellectual Property. (cii) Liabilities (other than those Liabilities the liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever.Schedule 1.3(a)(ii)

Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will Purchaser shall assume and undertake to thereafter pay, perform honor and discharge, in accordance with the terms thereof, only discharge when due and payable the following Liabilities of the Company incurred in the ordinary course of business liabilities (the "“Assumed Liabilities"”): (a) express contractual performance All obligations arising of the Sellers to be performed under the Assumed Leases accruing from and after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets)Time; (b) Liabilities expressly assumed All obligations to be performed by Buyer pursuant the subtenant(s) in accordance with the provisions of the Subleases; (c) All obligations of the Sellers to Article Xbe performed under the Assumed Contracts accruing from and after the Effective Time; (d) All obligations of the Sellers to be performed under the Assigned Liquor Licenses accruing from and after the Effective Time; (e) All obligations of the Sellers to be performed under the Assigned Permits accruing from and after the Effective Time; (f) All obligations remaining under (i) the portion of the Gift Cards represented by the Gift Card Amount paid at Closing, (ii) all Gift Cards to the extent redeemed following the Gift Card Reimbursement Period and (iii) all coupons and promotional offers outstanding as of the Closing Date; (g) All obligations of Purchaser under Purchaser’s pro rata portion of the Pro-Rated Payments set forth in Section 1.05 and the transfer Taxes under Section 13.06(a); (h) All obligations of the Transferred Subsidiaries to be performed, paid or discharged from and after the Effective Time that relate to Subsidiary Assets, other than Pre-Closing Taxes; and (ci) Liabilities (other than those Liabilities listed in clauses (a) through (r) of All obligations with respect to, and liability for, Recognized Environmental Conditions or non-compliance issues for which the definition of Retained Liabilities) which are not included in clause (aPurchase Price has been adjusted pursuant to Section 6.15(d) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoevere).

Assumed Liabilities. Subject to On the terms and subject to the conditions set forth herein, and in reliance upon the representations and warranties contained hereinthis Agreement, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will DHLC shall assume and undertake to become responsible for, and shall thereafter pay, perform and dischargedischarge as and when due the Liabilities arising under or related to the Purchased Assets to the extent arising from, in accordance with the terms thereofor relating to, only the following Liabilities periods of the Company incurred in the ordinary course of business (the "Assumed Liabilities"): (a) express contractual performance obligations arising time after the Effective Time (other than obligations relating to those Liabilities listed Closing as described in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed and Purchasers shall cause OLC to assume and become responsible for, and thereafter pay, perform and discharge as and when due the Liabilities arising under or related to the Mining Reserves to the extent arising from, or relating to, periods of time after the Closing as described in this clause Section 3.1; provided, however, that for the avoidance of doubt, (ai) will exclude any amounts due no Liabilities shall be assigned to or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (DHLC other than those expressly assigned and assumed under the Assets Assignment Agreement, the ▇▇▇▇ of Sale or the Improvements Deed, or by OLC other than those expressly assigned and assumed under the Lease Assignment, the Mine Permit Transfer Agreement or the Real Property Deeds (the “Assumed Liabilities”), and (ii) the Assumed Liabilities listed in clauses (a) through (r) of shall expressly include RRMC’s maintenance and reclamation obligations with respect to the definition of CLECO Stockpile not required under applicable Legal Requirements to be completed prior to the Closing Date. The Assumed Liabilities will not include, and DHLC will not assume, any Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand Retained Liabilities will be retained by and agree that remain the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination obligation of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverRRMC.

Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery Effective as of the Assets to BuyerClosing Date, Buyer will ------------------- Purchaser shall absolutely and irrevocably assume and undertake to pay, perform perform, satisfy and dischargedischarge when due, in accordance with the terms thereof, only the following Liabilities obligations and liabilities (other than Excluded Liabilities) of Prestolite and/or the Company incurred in the ordinary course of business Business Subsidiaries (the "Assumed Liabilities"):): ------------------- (a) express contractual performance All obligations and liabilities of Prestolite and/or the Business Subsidiaries arising under the Business Contracts to the extent such obligations and liabilities become due after the Effective Time (other than obligations relating Closing Date pursuant to those Liabilities listed in clauses (a) through (r) the terms of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets)such Contract; (b) Liabilities To the extent not otherwise expressly assumed by Buyer pursuant Purchaser under this Section 1.3.1, all current liabilities of ------------- Prestolite and/or the Business Subsidiaries for accounts payable and accruals of the Business shown on the Final Closing Statement; (c) All obligations and liabilities of Prestolite and/or the Business Subsidiaries with respect to all Transferred Employees to the extent such obligations and liabilities are to be assumed by Purchaser in accordance with Article XVI and Section 7.1; and (cd) Liabilities (other than those Liabilities listed in clauses (a) through (r) All obligations and liabilities of Prestolite and/or the definition of Retained Liabilities) which are not included in clause (a) Business Subsidiaries under and pursuant to Prestolite's standard product warranty policies with respect to products manufactured or (b) of this Section 3.1sold by the Business before the Closing Date, but only to the extent such obligations and in the amounts provided liabilities are expressly reserved for on the Final Closing StatementStatement (the "Warranty Reserve"). ---------------- The parties understand and agree acknowledge that the Liabilities requirement that insurance policies be delivered pursuant to Sections 4.2.2 (e) and (f) in connection with the transactions contemplated hereby shall not be assumed under this Section 3.1(c) shall be construed as an assumption by Purchaser of any liabilities covered by such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverpolicies.

Assumed Liabilities. Subject to On the terms and subject to the conditions set forth hereinin this Agreement and subject to the exclusions set forth in Section 2.03(b), and in reliance upon the representations and warranties contained herein, at the Closing, in as partial consideration for the saleTransferred Assets, assignmentthe Buyer shall and shall cause its designees to, conveyanceeffective at the Effective Time (or, transfer and delivery in the event of a Deferred India Closing, with respect to the Assets to BuyerIndia Assumed Liabilities, Buyer will the Deferred India Effective Time) assume and undertake to thereafter timely pay, discharge and perform and discharge, in accordance with their terms, all Liabilities of the terms thereofSelling Parties (other than Excluded Liabilities) arising from or relating to the Transferred Assets or to the extent otherwise Related to the Business, only as the same shall exist on or after the Closing Date (or, with respect to the India Assumed Liabilities in the event of a Deferred India Closing, the Deferred India Closing Date) and irrespective of whether the same shall arise prior to, on or following the Closing Date (or, Deferred India Closing Date, as applicable) and whether known or unknown, accrued or unaccrued, contingent or otherwise as of such date (the “Assumed Liabilities”). Without limiting the generality of the foregoing, subject to Section 2.03(b), the following Liabilities of the Company incurred in Selling Parties shall be included among the ordinary course of business Assumed Liabilities (the "and, if applicable, India Assumed Liabilities"): ): (ai) express contractual performance obligations arising after the Effective Time (other than obligations relating to those all Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for a type reflected on the Final Closing Statement. The parties understand ; (ii) all Liabilities arising under the Transferred Contracts, the Transferred Leases, the Transferred Real Property Contracts and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever.Assumed IP Licenses;

Assumed Liabilities. Subject to Upon the terms and subject to the conditions set forth herein, and in reliance upon the representations and warranties contained hereinof this Agreement, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will Purchaser shall assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of Seller and the Company incurred in Subsidiaries (collectively, the ordinary course of business (the "“Assumed Liabilities"”): (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) All accounts payable of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable Business as of the Effective Time under Closing (to the extent that such accounts payable relate to the Business and other than any accounts payable to Seller or any Affiliate of Seller) to the extent reflected in respect Working Capital as of Contracts that constitute Assetsthe Closing Date (“Accounts Payable”); (b) All accrued expenses of the Business as of the Closing (to the extent such accrued expenses relate to the Business) to the extent reflected in Working Capital as of the Closing Date, including, for the avoidance of doubt, liabilities for non-income Taxes in the amount reflected in Working Capital as of the Closing Date; (c) All obligations of Seller and the Subsidiaries under the Assigned Agreements, to the extent such obligations (i) were not due to have been satisfied or discharged at or prior to the Closing, (ii) are reflected on the Closing Date Statement, or (iii) are not required to be reflected on the Closing Date Statement and have not arisen as a result of a default or breach of such Assigned Agreement or this Agreement by Seller or any Subsidiary; (d) All Permitted Exceptions to which the Assets are subject; (e) The Liabilities expressly assumed by Buyer pursuant to Article XSection 7.8 (including any Liabilities resulting from the failure of Purchaser to comply with Section 7.8); (f) The Liabilities listed on Schedule 5.11(b)(1); and (cg) All other Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to Business arising after the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverClosing.

Assumed Liabilities. 2.3.1 Subject to Section 2.4, the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets Purchaser agrees to Buyer, Buyer will assume and undertake to pay, discharge and perform and discharge, in accordance with the terms thereof, only when lawfully due the following Liabilities obligations and liabilities of the Company incurred in Sellers which pertain to the ordinary course of business Business, the Purchased Assets or the Purchased Leasehold Premises (the "Assumed Liabilities"): (a) express contractual performance obligations arising after the Effective Time (other than obligations relating 2.3.1.1 subject to those Liabilities listed in clauses (a) through (r) Sections 2.3.2 and 6.9.3, all of the definition of Retained Liabilities) remaining obligations of the Company arising Sellers under Contracts that constitute Assets (it being understood the Purchased Contracts, and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities the collective bargaining agreements and union employee benefit plans described in this clause (a) will exclude any amounts Section 6.9.3 of the Disclosure Schedule, arising or incurred in respect of the period subsequent to the Closing Date; 2.3.1.2 property taxes, not yet due or payable as of the Effective Time under Closing Date for any period prior to the Closing Date, on or allocable to the Real Estate, to the extent such property taxes are properly accrued as a liability on the books of the Business in respect accordance with past practice and GAAP and included in the calculation of Contracts the Closing Net Book Value. 2.3.1.3 subject to the Sellers' indemnification obligations set forth in Section 11.1(iv), all Environmental Liabilities arising from or as a result of the operation of the Business prior to the Closing Date; provided, however, that constitute Assets)the Purchaser shall not assume any Environmental Liabilities arising from or relating to (i) the Sellers' National City, California facility and (ii) the transportation, treatment, storage or disposal of any Contaminant, or arrangement for such transportation, treatment, storage or disposal of any Contaminant, by any of the Sellers, at or to a facility that was not owned or leased by any of the Sellers. 2.3.1.4 all other operating liabilities properly reflected in the January 1, 2000 Statement, less such amounts as were or are paid, plus such amounts as were or are accrued, in the Ordinary Course of Business between January 1, 2000 and the Closing Date to the extent such operating liabilities are properly accrued in accordance with past practice and GAAP as a liability on the books of the Business and included in the calculation of the Closing Net Book Value; (b) Liabilities expressly assumed by Buyer pursuant 2.3.1.5 all debts, obligations and liabilities of the Business which arise from the Purchaser's operation of the Business or the use of the Purchased Assets after the Closing Date; 2.3.1.6 liabilities or obligations arising from any product or service liability or warranty claim, to the extent provided in Article X10.0; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) 2.3.1.7 liabilities for litigation, claims or (b) of this Section 3.1, but only disputes to the extent and in not excluded by Section 2.4.8. 2.3.2 Nothing herein shall obligate the amounts provided for on Purchaser to discharge any liability or obligation under any Purchased Contract which is not assignable without the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination consent of the Final Closing Statement and that Buyer other party or parties thereto unless (i) such consent shall treat such Liabilities shown on have been obtained, waived or acquiesced to, or (ii) the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverSellers shall have performed their obligations under Section 9.1.

Assumed Liabilities. Subject Effective as of the Closing (except as otherwise provided in Section 2.6) and subject to Buyer’s obligation to pay or deposit all cure costs as provided in Section 2.3(c), the Receiver at the Closing shall assign to Buyer all of the Companies’ respective interests under the Assumed Real Property Leases and the Assumed Contracts (specifically excluding the Excluded Contracts) and Buyer shall assume all liabilities and obligations of the Companies (i) then existing with respect to accounts payable to trade creditors of the Businesses incurred after the Receivership Order Date; (ii) incurred after the Receivership Order Date under the Assumed Real Property Leases and the Assumed Contracts (whether accrued as of the Closing or arising thereafter); (iii) arising in connection with the use and operation of the real property subject to the terms Assumed Real Property Leases and conditions the other Purchased Assets from and after the Closing; (iv) for casino chips, pull tabs and other gaming instruments then representing a claim against the Companies’ Businesses; and (v) as may be set forth hereinor described in Schedule 3.2, solely to the extent those liabilities and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business (the "Assumed Liabilities"): (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed included in clauses (ai) through (riv) of are expressly included in the definition of Retained Liabilities) of Actual Working Capital (the Company arising under Contracts that constitute Assets (it being understood liabilities and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities obligations described in this clause (a) will exclude any amounts due or payable as Section 3.2 collectively, the “Assumed Liabilities”). The terms of Buyer’s assumption of the Effective Time under or in respect Assumed Liabilities shall expressly include a release of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) any liability of the definition of Retained Companies for such Assumed Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever.

Assumed Liabilities. Subject Except to the terms and conditions set forth hereinextent prohibited or restricted by any Non-Transferable Contracts prior to the obtaining of requisite consents or approvals of other parties, and in reliance upon the representations and warranties contained herein, Purchasers agree to assume at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only Closing the following Liabilities of the Company incurred in the ordinary course of business obligations (the "Assumed Liabilities"): (ai) express contractual performance all liabilities and obligations arising after the Effective Time Closing with respect to clinic lease obligations of Sellers related to the Business, as set forth on Schedule 3.11 hereto; (ii) all liabilities and obligations as of the Closing with respect to accounts payable, accrued payroll taxes and other accrued expenses of Sellers related to the Business, such accrued expenses to include accrued clinician compensation and accrued patient facility costs related to the Business, as set forth on the Closing Financial Statements (as hereinafter defined), plus any obligations in the nature of accounts payable, accrued payroll taxes and other accrued expenses of Sellers, not to exceed $50,000, that do not appear on the Closing Financial Statements; (iii) all liabilities and obligations arising after the Closing with respect to earnout contingent liabilities (including any contingent promissory notes) ("Earnout Liabilities") of Sellers associated with Sellers' prior acquisitions of certain of the Transferred Assets related to the Business, as set forth on Schedule 1.4(a)(iii) hereto, except for the Earnout Liabilities for which Sellers are responsible pursuant to Section 5.5(a) hereof; (iv) all liabilities and obligations with respect to the contracts and obligations, including employment agreements of Sellers related to the Business, as set forth on Schedule 1.4(a)(iv) hereto; (v) any obligations under the leases (other than obligations relating clinic leases) related to those Liabilities listed in clauses (athe Business to which any of Sellers are a party as set forth on Schedule 1.4(a)(v) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article Xhereto; and (cvi) Liabilities (other than those Liabilities listed in clauses (a) through (r) all liabilities and obligations arising from the conduct of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to Business after the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination nature of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverliabilities set forth in Section 1.4(ii).

Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained hereinof this Agreement, at the Closing, in consideration for Contributor shall assign, and Company shall assume, the saleAssumed Liabilities. For the purposes of this Agreement, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, “Assumed Liabilities” means only the following Liabilities of the Company incurred Contributor, and in the ordinary course of business (the "Assumed any event shall not include any Excluded Liabilities"):: (a) express contractual performance obligations Any Liability arising before or after the Effective Time Closing Date under the Astellas Agreement (other than obligations relating excluding amounts payable thereunder that have accrued prior to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood Closing Date), and agreed that, except as provided in clause the Astellas Agreement Assignment and Novation, and any Liability arising after the Closing Date under any Contributor Contracts excluding in each case any Liability for Contributor’s Employees (c) of except as provided in this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets2.4); (b) All Liabilities arising after the Closing Date under the Technology License Agreement; (c) [Reserved]; (d) All Liabilities arising after the Closing Date under the Personal Property Leases; (e) All Liabilities for providing Accrued Vacation to the Transferred Employees who commence employment with the Company; (f) Subject to and excluding any Liabilities to be borne by Contributor as expressly assumed by Buyer pursuant provided under this Agreement or the Transaction Agreements, all Liabilities of Contributor under or in respect of any other Contributed Asset to Article Xthe extent that such Liabilities are incurred after the Closing Date and are required to be performed after the Closing Date; and (cg) All employment-related Liabilities relating to the Transferred Employees arising on or after the Closing Date; provided that such employees commence employment or other service provider relationship with Company (excluding Liabilities pursuant to Contributor Benefit Plans except as provided in the Transition Services Agreement and other than those Liabilities listed for Accrued Vacation as provided in clauses (aSection 2.4(e) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverhereof).

Assumed Liabilities. Subject to Upon the terms and subject to the conditions set forth hereinof this Agreement, on the Closing Date, Buyer shall, subject to Sections 2.4 and in reliance upon 4.5, deliver to MedSurg the representations Instrument of Assumption pursuant to which Buyer shall assume and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery agree to discharge all of the Assets to Buyerfollowing obligations and liabilities of Parent or its Affiliates, Buyer will assume and undertake to pay, perform and discharge, including MedSurg in accordance with their respective terms and subject to the respective conditions thereof: (a) all liabilities of the Business other than Trade Payables reflected in the Valuation Date Balance Sheet as a dollar amount but only to the extent of the dollar amount shown thereon; (b) all Trade Payables included in the Deferred Closing Trade Payables Amount as a dollar amount but only to the extent of the dollar amount so included; (c) all liabilities and obligations to be paid or performed after the Closing Date under the Parent Agreements or any other Contracts related primarily to the Business which are not required by the terms thereofof Section 5.20 to be listed or described in Schedule 5.20, only the following Liabilities in each case included as part of the Company Purchased Assets; and (d) all liabilities and obligations arising out of or resulting from the conduct of the Business from the Balance Sheet Date to the Closing Date but only if such liabilities and obligations shall have been incurred by MedSurg in the ordinary course of business the Business consistent with past practice and in compliance with this Agreement; provided, however, that nothing in this Section 2.3 shall be deemed to modify or limit any representation or warranty contained in Article V or any covenant or obligation of Parent contained in this Agreement or the obligation to indemnify Buyer as provided in Article XI. All of the foregoing liabilities and obligations to be assumed by Buyer hereunder (excluding any Excluded Liabilities) are referred to herein as the "Assumed Liabilities"): (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever.

Assumed Liabilities. Subject On the Closing Date, Transferee shall execute and deliver the Assumption Agreement, pursuant to the terms and conditions set forth hereinwhich, and in reliance upon the representations and warranties contained hereinamong other things, at the ClosingTransferee shall assume all Liabilities described therein and, in consideration for the saleaddition, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will Transferee shall assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business (collectively, the "Assumed Liabilities"): (a) express contractual performance obligations on the terms and subject to the conditions set forth in this Agreement, at the Closing, Transferee shall assume and become responsible for, and shall thereafter pay, perform and discharge as and when due the Liabilities arising under or related to the Transferred Assets whether arising from, or relating to, periods prior to, on or after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets)Time; (b) Liabilities expressly assumed by Buyer all Liability of Transferor with respect to the Assumed Payables; (c) all Liability of Transferor with respect to the Debt to the extent relating to periods of time after the Effective Time; (d) all Liability of Transferor with respect to the Deferred Tax Liability; (e) all Liability of the Transferor with respect to its payment obligations under the Pollution Control Revenue Bonds which shall be accomplished through promissory notes from Transferee in favor of Transferor (the “PCRB Support Notes”) pursuant to Article Xwhich Transferee shall provide funds to Transferor in amounts sufficient for Transferor to satisfy its principal and interest obligations under the Pollution Control Revenue Bonds when due; and (cf) Liabilities (other than those Liabilities listed in clauses (a) through (r) all Liability of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only Transferor with respect to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities property Taxes related to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverTransferred Assets.

Assumed Liabilities. Subject to the terms The Buyer hereby assumes and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake agrees to pay, perform and discharge, in accordance with the terms thereof, discharge only the following Liabilities of the Company Seller (collectively, the “Assumed Liabilities”): (a) All trade accounts payable as of the Closing Date listed on Schedule 1.3(a); (b) All accrued and unpaid expenses as of the Closing Date listed on Schedule 1.3(b), including bonus commissions to sales personnel (collectively, the “Assumed Bonuses”) and rebate payments to associations (to the extent that the Seller has not received payment from its customers relating to such rebate payments listed on Schedule 1.3(b)), as of the Closing Date relating primarily to the Business; (c) All participant and customer deposits as of the Closing Date relating to the Business and listed on Schedule 1.3(c) (collectively, the “Customer Deposit Liabilities”); (d) Liability for duplicative payments or overpayments as of the Closing Date relating primarily to the Business, including the Account 2000 amounts, listed on Schedule 1.3(d) (collectively, the “Overpayment Liabilities”); (e) Liabilities to be performed after the Closing Date under any executory Contract relating primarily to the Business incurred by the Seller in the ordinary course of business and listed on Schedule 1.1(d); provided, however, that such Liabilities will only be Assumed Liabilities to the extent that all benefits under such Contracts are transferred to the Buyer pursuant to this Agreement and the existence of such Liabilities does not constitute a breach of any provision of such Contract or a breach of the representations and warranties of the Seller set forth in this Agreement or in such Contract; (f) Liability for any paid time off earned by the employees of Seller prior to the Closing Date as listed on Schedule 1.3(f) to the extent not waived under the Vacation Releases; and (g) Liabilities incurred in the ordinary course of business (related to the "Assumed Liabilities"): (a) express contractual performance obligations arising after Business of the Effective Time (other than obligations relating to those Liabilities listed type set forth in clauses items (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are above not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for set forth on the Final Closing Statement. The parties understand and agree that applicable Schedules which have been incurred by the Liabilities Seller since March 31, 2009 in an amount not to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverexceed $50,000.

Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at At the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will shall assume and undertake agree to pay, perform and discharge, in accordance with the terms thereof, only discharge when due the following Liabilities liabilities and obligations of the Company incurred in the ordinary course of business Seller (collectively, the "Assumed Liabilities"): (a) express contractual performance all liabilities and obligations arising after under the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1Assigned Contracts, but only to the extent that such liabilities or obligations are not required to be performed prior to the Closing Date and do not relate to any warranty or other breach, default, or violation by Seller, on or prior to the Closing; (b) all accounts payable of Seller to Third Parties in connection with the Business that remain unpaid as of the Closing Date and that are of a category of payables taken into account in the amounts Working Capital Calculation ("Accounts Payable"); (c) all liabilities and obligations of Seller, whether as sponsor, plan administrator or named fiduciary, under the Seller 401(k) Plan and the Specified COBRA Coverage Liabilities; (d) all claims for reimbursement by Transferred Employees with respect to such Transferred Employee's respective (i) 2017 flexible spending account under Buyer's flexible spending plan and (ii) 2017 health reimbursement account under Buyer's health reimbursement account plan, in each case, whether incurred prior to, on or after the Closing; (e) any Product or service guaranty or warranty, right of return, or other indemnity obligation relating to the Products or relating to the services provided by Seller prior to the Closing, arising by reason of any express or implied Contract (including any warranty of merchantability or fitness), or any doctrine of common law (contract); (f) the matters described on Schedule 2.3(f); and (g) without duplication of any other assumption of liabilities provided for on the Final in this Agreement (e.g., Accounts Payable provided for in Section 2.3(b)) all liabilities of Seller that are included in Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(cNet Working Capital (through clause (b) shall be of such Liabilities definition), in each case up to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination line item amount of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverDate liability so included.

Assumed Liabilities. Subject On and subject to the terms and conditions set forth hereinof this Agreement, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery Buyer shall assume all of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company Alarm Subsidiaries (other than the Excluded Liabilities), including (a) Liabilities with respect to the performance of or breach of Assumed Contracts, Small Contracts and Customer Contracts (including without limitation any franchise agreement), (b) the Liabilities of the Alarm Subsidiaries relating to the failure to comply with the Worker Adjustment and Retraining Notification Act (and the state law equivalents thereof) in connection with the transactions contemplated hereby, (c) the Liabilities of the Alarm Subsidiaries reflected on the face of the Interim Balance Sheet, (d) the Liabilities of the Alarm Subsidiaries incurred in the ordinary course Ordinary Course of business Business (other than any Liability for Indebtedness) and (e) the Liabilities of the Alarm Subsidiaries disclosed on the Disclosure Schedule or not required by the terms hereof to be so disclosed (collectively, the "Assumed Liabilities"): (a) express contractual performance obligations arising after ); provided, however, that the Effective Time (other than obligations designation of a Liability as an Assumed Liability shall not impact the right of Buyer to maintain an indemnification claim relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only thereto to the extent and in the amounts provided for on the Final Closing Statementpermitted under Section 5.3 hereof. The parties understand Buyer hereby acknowledges that it is assuming the Assumed Liabilities and agree that the Liabilities Buyer shall have the sole responsibility to be assumed under this Section 3.1(c) shall be such Liabilities to the extent pay, discharge and in the amounts provided for on the Estimated Closing Statement pending the determination perform all of the Final Closing Statement and that Buyer shall treat such Assumed Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverpromptly when due.

Assumed Liabilities. Subject At Closing, Buyer shall deliver to the terms and conditions set forth hereinCompany an Assumption Agreement (the "Assumption Agreement"), and in reliance upon the representations and warranties contained hereinpursuant to which Buyer shall assume, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only discharge (when and as they become due) the following Liabilities of the Company incurred in the ordinary course of business liabilities (collectively, the "Assumed Liabilities"): ): (a) express contractual performance all liabilities and obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising that accrue, become owing or arise on or after the Closing Date under Contracts that constitute Assets the Assumed Contracts; (it being understood and agreed thatb) the obligations related to the Transferred Employees (as defined in SECTION 4.8) which are specified as obligations of Buyer in SECTION 4.8, except including, without limitation, the Accrued Vacation Liabilities (as defined in SECTION 4.8), which Accrued Vacation Liabilities shall be treated as provided in clause subsections (iv) and (vi) of Section 4.8(b); (c) any liability arising out of this Section 3.1, Assumed Liabilities described events or occurrences on or after the Closing Date which relate to or arise out of the Business (as defined in this clause SECTION 1.5(B)) or the Assets; (ad) will exclude any amounts due all of the accounts payable or payable other liabilities existing on the Closing Date of Parent or the Company that are explicitly identified and included in the calculation of Net Working Capital (as defined in SECTION 1.5(C)) as of the Effective Time under or in respect of Contracts that constitute Assets); Closing Date; (be) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) of any sales tax resulting from the definition of Retained Liabilities) which are not included in clause (a) or (b) consummation of this Section 3.1Agreement or transactions contemplated hereby; (f) any present or future liability or obligation of Buyer to any broker, but only finder or agent for any brokerage fees, finder's fees or commissions with respect to the extent transactions contemplated by this Agreement; and in the amounts provided for (g) any liabilities set forth on the Final Closing Statement. The parties understand SCHEDULE 1.3 (excluding Parent Payables and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverTelecom payables).

Assumed Liabilities. Subject In connection with the purchase and sale of the Purchased Assets pursuant to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained hereinthis Agreement, at the Closing, in consideration for the sale, assignment, conveyance, transfer Buyer shall assume the following liabilities and delivery obligations of the Assets Seller related to Buyerthe Business, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following other than any Excluded Liabilities of the Company incurred in the ordinary course of business (the "“Assumed Liabilities"”): (a) express contractual performance obligations arising after all accounts payable of the Effective Time Seller as of the Closing Date that constitute current liabilities under the Applicable Accounting Principles (other than obligations relating to those Liabilities listed in clauses (a) through (r) any Tax liabilities and unpaid credit card balances of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable Seller as of the Effective Time under or in respect of Contracts that constitute Assets)Closing Date) up to a maximum amount equal to the amounts recorded for such liabilities on the Closing Balance Sheet as finally determined pursuant to Section 2.8; (b) Liabilities expressly assumed by Buyer all liabilities of the Seller under the Seller Contracts to be performed at or after, or in respect of periods beginning with and following, the Closing, other than any such liabilities that arise from or relate to any action, event, circumstance or condition existing at or prior to the Closing; (c) any Payoff Transaction Expenses that are ultimately included in the calculation of Closing Payoff Transaction Expenses (as finally determined pursuant to Article XSection 2.8) and not paid by the Buyer at the Closing pursuant to Section 2.7(d); and (cd) Liabilities all trade accounts payable of the Seller to third parties in connection with the Business that remain unpaid as of the Closing Date (other than those Liabilities listed in clauses (a) through (r) any Tax liabilities and unpaid credit card balances of the definition Seller as of Retained Liabilitiesthe Closing Date) which are not included in clause (a) or (b) of this Section 3.1, but only up to a maximum amount equal to the extent and in the amounts provided recorded for such liabilities on the Final Closing Statement. The parties understand and agree that the Liabilities Balance Sheet as finally determined pursuant to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever2.8.

Assumed Liabilities. Subject to At the terms Closing and conditions set forth except as otherwise provided for herein, Holdco shall assume, and, from and in reliance upon the representations and warranties contained herein, at after the Closing, in consideration for Holdco shall pay, discharge and perform as and when due, all (a) Liabilities of Time Warner Cable and its Affiliates to the saleextent arising out of, assignment, conveyance, transfer resulting from or associated with the ownership and delivery operation of the Transferred Assets and/or the Transferred Business prior to BuyerClosing, Buyer will assume or the transfer of such Transferred Assets and/or Transferred Business at Closing, including all Master Pre-Closing Liabilities, but in each case only to the extent such Liabilities are reflected in the Closing Net Liabilities Amount used to calculate the Final Closing Adjustment Amount and undertake (b) all Liabilities to paythe extent relating to, perform arising out of or resulting from the ownership and discharge, in accordance with the terms thereof, only the following Liabilities operation of the Company incurred in Transferred Assets and/or the ordinary course of business Transferred Business after the Closing, including all Specified Launch Support Liabilities, (clauses (a) and (b) collectively, the "Assumed Liabilities"): (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, ). The Assumed Liabilities described in this clause shall not include (ai) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); Excluded Tax Liabilities, (bii) Liabilities expressly assumed by Buyer pursuant to Article X; and set forth on Schedule 2.2, (ciii) Liabilities for long-term debt (other than those Liabilities listed in clauses including the current portion thereof), (aiv) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in arising out of, resulting from or associated with the amounts provided for on the Estimated Closing Statement pending the determination use, ownership or operation of the Final Excluded Assets other than Master Pre-Closing Statement Liabilities and that Buyer shall treat such Specified Launch Support Liabilities, (v) any Liabilities shown on the Estimated Closing Statement as of Time Warner Cable or its Affiliates other than Assumed Liabilities, (vi) any Liabilities assumed by Buyer pending the determination of the Final type that would be excluded from financial statements by reason of the GAAP Adjustments or (vii) any intercompany payable created to record cash lent to the Transferred Systems prior to Closing Statement. Buyer will assume no other Liabilities whatsoever(clauses (i) through (vii) collectively, "Excluded Liabilities").

Assumed Liabilities. Subject On the Closing Date, but effective as ------------------- of the Effective Time, Buyer shall assume and agree to discharge when due and payable in accordance with and subject to the terms and conditions of the relevant governing agreements those liabilities and obligations of Seller set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business Schedule 2.5(a) (the "Assumed Liabilities"):) attached hereto and made a part of this Agreement. As further assurances for payment of the Assumed Liabilities, the Buyer agrees to fund an escrow account with cash in an amount equal to the dollar value of the Assumed Liabilities shown in the Preliminary Net Purchased Asset Statement plus inventory shipments on open terms less scheduled payments from date of Preliminary Net Purchased Asset Statement to Closing Date in the form prepared by and acceptable to Seller's counsel (the "Assumed Liabilities Escrow"). The Assumed Liabilities shall include the following: (ai) express contractual performance All Liabilities and obligations arising after reflected on the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) Contract Net Asset Statement labeled as "assumed liabilities" until the Final Net Asset Statement is available, at which point the amount of the definition of Retained Liabilities) of Liabilities labeled as "assumed liabilities" on the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) Final Net Asset Statement shall supercede the "assumed liabilities" shown on the Contract Net Asset Statement for purposes of this Section 3.12.5(a) and shall be final, Assumed binding and conclusive for the parties; (ii) All Liabilities described in this clause (a) will exclude any amounts due or payable of the Seller as of the Effective Time under or Closing Date arising out of the operation of the business and incurred in respect the Ordinary Course of Contracts that constitute Assets)business; (biii) All Liabilities expressly assumed by Buyer pursuant arising out of or resulting from the conduct of the business occurring subsequent to Article Xthe Closing Date; and (civ) Liabilities (other than those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for reflected on the Final Closing Statement. The parties understand and agree that the Liabilities Net Asset Statement which pertain to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities contracts assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeveror assigned to Buyer.

Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at At the Closing, in consideration for the saleand without limiting ------------------- Purchaser's right to indemnification pursuant to Article 11, assignmentand except as ---------- indicated on Schedule 2.1, conveyance, transfer and delivery of the Assets to Buyer, Buyer will Purchaser shall assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities specific ------------ liabilities and obligations of Seller to the Company extent they are unpaid, undelivered or unperformed on the Closing Date (collectively, the "Assumed Liabilities"): ------------------- (a) Except as indicated on Schedule 2.1, all liabilities of Seller of ------------ the nature reflected or reserved against on the Recent GAAP Financial Statement, but not in excess of (i) the amount of such liabilities set forth on the Recent GAAP Financial Statements (ii) as reduced by liabilities paid or discharged after the Balance Sheet Date (as hereinafter defined) and (iii) as increased by liabilities incurred after the Balance Sheet Date in the ordinary course of business (and in compliance with the "Assumed Liabilities"): (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood representations, warranties and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described covenants contained in this clause Agreement, including, without limitation: (aA) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets)trade accounts payable; and (B) accrued expenses, salaries and wages, vacation pay, payroll taxes, insurance, real estate taxes, personal property taxes, sales and excise taxes, and other expenses; (b) Liabilities expressly assumed by Buyer pursuant Seller's obligations to Article Xperform after the Closing under all contracts, contractual rights, purchase orders, sales orders, leases, loan agreements and promissory notes ("Contracts"). --------- (c) Any and all tax liabilities of Seller arising prior to the Closing or arising subsequent thereto as a result of events or conditions which existed prior to the Closing; and (cd) Liabilities (other than those Liabilities listed in clauses (a) through (r) Any and all liabilities of the definition of Retained Liabilities) which are not included in clause (a) any kind whatsoever, whether disclosed or (b) of this Section 3.1undisclosed, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoevercontingent or accrued.

Assumed Liabilities. Subject At the Closing, subject to the terms and conditions set forth hereinin Sections 2.1 and 2.2, and in reliance upon the representations and warranties contained hereinas applicable, at the Closing, in as additional consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to BuyerPurchased Assets, Buyer will hereby agrees to assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only become responsible for the following Liabilities of the Company incurred in the ordinary course of business (the "Assumed Liabilities"): (a) express contractual performance obligations arising after the Effective Time (other than obligations relating current, ordinary course operating liabilities of Seller included in Seller's balance sheet dated September 30, 2003 delivered to those Liabilities listed in clauses (a) through (r) Buyer, and the ordinary course operating liabilities of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood Seller incurred thereafter and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assetsset forth on Schedule 1.2(a);; and (b) Liabilities expressly assumed all obligations of Seller to be performed after the Closing under the contracts listed on Schedule 1.2(b) (the "Assigned Contracts"), including the lease for the business facilities currently occupied by Buyer pursuant to Article X; and Seller at 789 Jersey Avenue, New Brunswick, NJ 08901 (c) Liabilities (the "Seller Lease"). ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇nsibility in respect of any liability other than those specifically defined as Assumed Liabilities listed in clauses (a) through (r) Section 1.2. Without limiting the generality of the definition foregoing, Buyer shall not assume, and Seller shall retain, all liabilities and obligations relating to (i) amounts payable to shareholders or affiliates, (ii) any third party debt including any obligations under capital leases, (iii) any payables or obligations that are overdue for a period in excess of Retained LiabilitiesSeller's historical course of dealing, (iv) which are any contingent liabilities, (v) any obligations of Seller under any Assigned Contract (A) required therein to be performed by Seller at or prior to the Closing or (B) arising out of any breach of any provision or out of any express or implied term thereof not included in clause the copies (aor written statements of the terms) of such Assigned Contracts delivered or made available to Buyer pursuant hereto, or (bvi) any and all liabilities of this Section 3.1Seller arising out of actions of Seller prior to Closing other than those specifically defined as Assumed Liabilities above. Furthermore, but only Buyer shall not assume, and Seller shall retain and pay in accordance with their terms, all payables that exceed $50,000 in the aggregate as of the Closing, as determined by Buyer and confirmed by Buyer's accountants in a post-Closing review of Seller's Closing Date financial statements; provided, that if payables exceed $50,000 because of Seller's recent purchases of raw materials, then subject to the extent representations and warranties set forth in Section 3.9 below, the amounts provided for on $50,000 limit shall be increased by the Final Closing Statementamount by which inventory exceeds $275,000 as of the Closing. The parties understand and agree that the Liabilities Buyer shall be entitled to specify which payables are to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed retained by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverSeller.

Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will shall assume and undertake agree to pay, perform and dischargedischarge only the Liabilities of Seller set forth below (collectively, the “Assumed Liabilities”), and no other Liabilities. Buyer shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Assumed Liabilities which they are obligated to pay and satisfy. The Assumed Liabilities are limited to the following: (a) all Liabilities specifically included in the calculation of Final Aggregate Closing Consideration under subsections (ii), (iii) or (iv) of Section 1.06(a), with respect to clause (iv) including only the amounts under “Accounts Payable” on the Closing Statement prepared in accordance with the terms thereof, only the following Liabilities of the Company incurred in the ordinary course of business (the "Assumed Reference NWC Schedule and not under “Accrued Liabilities"): (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising ” under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets)such Closing Statement; (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities the Assumed Indebtedness listed in clauses (a) through (r) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1on Schedule 1.03(b), but only to the extent and included in the amounts provided for on calculation of the Final Aggregate Closing Statement. The parties understand Consideration; (c) obligations under the Real Property Leases, Assigned Contracts and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities Permits, but only to the extent such obligations arise and relate to periods after the Closing (and excluding any Liabilities arising out of or relating to any breach or default or violation by any Seller or ▇▇▇▇▇▇▇ of any such Assigned Contracts or Permits) or are included in the amounts provided for on the Estimated calculation of Final Aggregate Closing Statement pending the determination Consideration under subsections (ii), (iii) or (iv) of Section 1.06(a); (d) all obligations of the Final Closing Statement Buyer under Section 6.06; and (e) all Liabilities and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination obligations arising out of or relating to Buyer’s ownership and operation of the Final Closing StatementPurchased Assets after the Closing. Buyer will assume no other For the avoidance of doubt, Assumed Liabilities whatsoevershall not include any Liability included in the Retained Payables Amount.

Assumed Liabilities. Subject On the basis of the representations, warranties, covenants and agreements and subject to the terms and satisfaction of the conditions set forth hereinin this Agreement, and in reliance upon on the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to BuyerClosing Date, Buyer will shall assume and undertake agree to pay, perform and dischargedischarge when due, in accordance with the terms thereof, only the following Liabilities liabilities and obligations of the Company incurred in the ordinary course of business (the "Assumed Liabilities"): Seller: (a) express contractual performance Seller's obligations arising under the contracts listed on Schedule 1.1 which are assigned by Seller to Buyer and as to which Buyer succeeds to the rights of Seller, but only to the extent of liabilities and obligations that occur thereunder after the Effective Time opening of business on the Closing Date; (other than b) Seller's obligations relating to those Liabilities under the licenses, permits and franchises listed in clauses (a) through (r) Schedule 1.1(g), but only to the extent of liabilities and obligations that arise thereunder after the definition close of Retained Liabilities) of business on the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause Closing Date; (c) of this Section 3.1, Assumed Liabilities described in this clause liabilities and obligations specifically listed on Schedule 1.5 and (ad) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets); (b) Liabilities those liabilities expressly assumed by Buyer pursuant to Article X; and the terms of this Agreement. Buyer is not assuming, nor shall it be deemed to have assumed, (ci) Liabilities any liability or obligation of any kind or nature, except as provided in this Section 1.5, (other than those Liabilities listed ii) any liability or obligation relating to the excluded assets described in clauses Section 1.2. or (aiii) through any liability or obligation relating to the operations of Seller's business prior to the Closing Date (r) including any environmental, employee-related or product liability related liabilities or obligations (whether or not relating to any of the definition of Retained Liabilities) Assets purchased, including any liabilities relating to design or manufacturing defects which are not included in clause (a) or (b) of this Section 3.1, but only defects occurred prior to the extent and Closing Date) whether or not the claim resulting in the amounts provided for on liability arises prior to or after the Final Closing StatementDate. The parties understand liabilities and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities obligations assumed by Buyer pending in accordance with this Section 1.5 are sometimes hereinafter referred to as the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoever"Assumed Liabilities."

Assumed Liabilities. Subject In connection with purchase and sale of the Purchased Assets pursuant to this Agreement, at the Closing, and subject to the terms and conditions of the Assignment and Assumption Agreement, the Master Participation Agreement and the ▇▇▇▇▇▇▇ Mac I/O Strip Assignment Agreement which set forth hereinthe Assumed Liabilities being assumed by the TRS and the Partnership, and in reliance upon respectively, the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will shall assume and undertake to pay, perform and discharge, in accordance with the terms thereof, only the following Liabilities liabilities and obligations of the Company Seller related to the Purchased Assets (the “Assumed Liabilities”): (a) all liabilities and obligations recorded on the Carve-Out Financial Statements and in the footnotes thereto (other than as set forth in Section 2.4(a) — (e)); (b) all liabilities and obligations related to the Mortgage Loans incurred in the ordinary course of business (consistent with past practice since the "Assumed Liabilities"):Balance Sheet Date; (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, all liabilities and obligations under the Assumed Liabilities described in this clause Credit Agreements; (ad) will exclude any amounts due or payable as all liabilities and obligations of the Effective Time Seller under or in respect of the Seller Contracts that constitute Assetsare transferred to the Buyer hereunder or for which the Buyer is receiving the benefits thereof pursuant to Section 2.5(a); (be) Liabilities expressly assumed by all liabilities and obligations under the Agency Agreements that are transferred to the Buyer hereunder or for which the Buyer is receiving the benefits thereof pursuant to Article XSection 2.5(a); (f) all liabilities and obligations related to the Transferred Employees, including any liabilities and obligations under any Seller Benefit Plans; (g) all liabilities and obligations of the Seller under leases for the Leased Real Property that are transferred to the Buyer hereunder or for which the Buyer is receiving the benefits thereof pursuant to Section 2.5(a); and (ch) Liabilities (other than those Liabilities listed in clauses (a) through (rall liabilities and obligations set forth on Schedule 2.3(h) of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverDisclosure Schedule.

Assumed Liabilities. Subject to the terms and conditions ▇▇▇▇▇’s receipt from Seller at Closing of all Material Consents set forth hereinon Schedule 8.8 (or Buyer’s election to waive receipt of any such consents prior to Closing), and in reliance upon further subject to the representations and warranties contained hereinprovisions of Section 10.18, at as of the ClosingClosing Date, in consideration for connection with the sale, assignment, conveyance, transfer and delivery conveyance of the Assets to Buyer, Buyer will ▇▇▇▇▇ agrees to assume the future payment and undertake to pay, perform and discharge, in accordance with the terms thereof, only performance of the following Liabilities of the Company incurred in the ordinary course of business liabilities and obligations (the "“Assumed Liabilities"):”) of Seller: (a) express contractual performance all obligations arising accruing after the Effective Time (other than obligations relating Closing Date with respect to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of Contracts and the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets)Existing Leases; (b) Liabilities expressly assumed by Buyer pursuant to Article X; and (c) Liabilities (other than those Liabilities listed in clauses (a) through (r) the trade accounts payable and current liabilities of Seller as of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1Closing Date, but only to the extent such accounts payable and current liabilities are included in the amounts provided for calculation of Net Working Capital (as defined below); (c) the long term debt and capital lease obligations set forth on Schedule 1.3(c) hereto; (d) obligations and liabilities as of the Final Closing Statement. The parties understand Date in respect of accrued payroll, paid time off and agree that vacation benefits of Seller’s employees who are hired by LHP, or an affiliate or subsidiary thereof, as of the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities Closing Date and related taxes, but only to the extent such accrued paid time off and vacation benefits and related taxes are included in the amounts provided for on calculation of Net Working Capital; (e) all liabilities and obligations that relate to acts or occurrences arising after the Estimated Closing Statement pending Date under the determination terms of the Final Medicare, Medicaid, CHAMPUS/TRICARE, Blue Cross, or other third party payor programs; (f) all liabilities and obligations that relate to acts or occurrences after the Closing Statement Date that arise out of or relate to the Assets; and (g) all current liabilities included in the Financial Statements, including, but not limited, accounts payable and that Buyer shall treat such Liabilities shown accrued expenses, except as set forth on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverSchedule 1.3(g).

Assumed Liabilities. Subject to the terms and conditions set forth herein, and in reliance upon the representations and warranties contained herein, at the Closing, in consideration for the sale, assignment, conveyance, transfer and delivery of the Assets to Buyer, Buyer will shall assume and undertake agree to pay, perform and discharge, in accordance with the terms thereof, only discharge when due all of the following Liabilities liabilities, obligations and commitments of any Seller (and, to the extent expressly set forth in Section 2.3(d), such Seller’s Affiliates) accruing, arising out of or relating to the ownership and operation of the Company Business or the Purchased Assets at, prior to or after the Closing, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): (a) except for those liabilities defined as Excluded Liabilities pursuant to Section 2.4(b), Section 2.4(c), Section 2.4(d), Section 2.4(e), Section 2.4(f) and Section 2.4(g), all liabilities accrued on the Interim Balance Sheet and all liabilities of the same categories as identified in the line items in the Interim Balance Sheet incurred by any Seller after the Interim Balance Sheet Date in the ordinary course of business (the "Assumed Liabilities"): (a) express contractual performance obligations arising after the Effective Time (other than obligations relating to those Liabilities listed in clauses (a) through (r) of the definition of Retained Liabilities) of the Company arising under Contracts that constitute Assets (it being understood and agreed that, except as provided in clause (c) of this Section 3.1, Assumed Liabilities described in this clause (a) will exclude any amounts due or payable as of the Effective Time under or in respect of Contracts that constitute Assets)business; (b) the current liabilities of Sellers included in the calculation of Closing Working Capital; (c) all liabilities and obligations arising under or relating to the Assigned Contracts that are required to be performed prior to, at or after the Closing; (d) except for those liabilities defined as Excluded Liabilities expressly pursuant to Section 2.4(d), all liabilities and obligations (i) arising at, prior to or after the Closing under any Assumed Plan, (ii) relating to employee benefits, compensation or other arrangements with respect to any Transferred Employee set forth on Section 2.3(d) of the Disclosure Schedules that arise at or after the Closing or, to the extent such liabilities and obligations are accrued but unpaid or unsatisfied as of the Closing, arise prior to the Closing, and/or (iii) otherwise assumed by Buyer pursuant to Article XSection 6.3; (e) all liabilities and obligations for (i) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities for any Post-Closing Tax Period and (ii) Taxes for which Buyer is liable pursuant to Section 6.12; (f) all other liabilities and obligations arising out of or relating to Buyer’s ownership or operation of the Business and the Purchased Assets after the Closing; and (cg) Liabilities (other than those Liabilities listed in clauses (a) through (r) the ▇▇▇▇ ▇▇▇▇▇▇▇ Debt and the equipment leases identified on Section 4.7 of the definition of Retained Liabilities) which are not included in clause (a) or (b) of this Section 3.1, but only to the extent and in the amounts provided for on the Final Closing Statement. The parties understand and agree that the Liabilities to be assumed under this Section 3.1(c) shall be such Liabilities to the extent and in the amounts provided for on the Estimated Closing Statement pending the determination of the Final Closing Statement and that Buyer shall treat such Liabilities shown on the Estimated Closing Statement as Liabilities assumed by Buyer pending the determination of the Final Closing Statement. Buyer will assume no other Liabilities whatsoeverDisclosure Schedules.