Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. Effective as of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as Notwithstanding anything to the contrary contained in this Agreement or any Company Transaction Document, and regardless of whether such liability is disclosed in this Agreement, in any of the Closing DateTransaction Documents, Assignee on any Schedule hereto or thereto or otherwise, and regardless of the Buyer’s or any of its directors’, officers’, employees’ or agents’ knowledge or awareness of any liability, whether learned in connection with the Buyer’s due diligence investigation of the Development Work or otherwise, the Buyer will assume and not assume, agree to pay, perform and dischargeor discharge or in any way be responsible for any debts (including interest and/or penalties thereon), as and when dueliabilities or obligations of the Company or in connection with the Development Work of any kind or nature whatsoever, whether fixed or unfixed, known or unknown, absolute or contingent, asserted or unasserted, ▇▇▇▇▇▇ or inchoate, liquidated or unliquidated, or secured or unsecured (the “Excluded Liabilities”), except that the Buyer will assume at the Closing the following obligations: (i) all obligations of the Company under the Assumed Contracts, and indemnify and hold each Assignor harmless from and against, (xii) each liability listed in the obligations set forth on Schedule 1.03, (y1.2(ii) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "“Assumed Liabilities"”); provided however, that any liability or obligation relating to or arising from any breach, or event, circumstance or condition that with notice, lapse of time or both would constitute or result in a breach, by the Company on or before the Closing Date, of any of its obligations under an Assumed Contract shall be an Excluded Liability. Assignee shall Without limiting the generality of the foregoing, the Buyer is not assume, and shall not be obligated assuming or agreeing to pay, perform or dischargedischarge or in any way be responsible for, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, which shall include (i) all of Indebtedness (which, for the Assignors avoidance of doubt, shall remain obligated include all notes and interest payable to paythe Company’s shareholders), perform (ii) all Company Taxes, (iii) all obligations and discharge liabilities related to employee compensation (which for the avoidance of doubt shall include payroll and to indemnify accrued vacation expenses) and hold Assignee harmless againstemployee benefit plans or obligations of the Company (which, for the avoidance of doubt, shall include severance, non-compete payments, benefits, deferred compensation, continuation coverage required under COBRA for each individual who is or becomes an “M & A Qualified Beneficiary” (as such term is defined in the Treas. Without limiting Reg. §54.4980B-9 and workers’ compensation claims) as a result of the foregoingconsummation of the transactions contemplated by this Agreement), among other things(iv) all obligations and liabilities arising on or before the Closing Date, (v) all liabilities and obligations relating to or arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except out of any transaction contemplated by this Agreement and (vi) any other liabilities owed to the extent expressly assumed as provided on Schedule 1.03stockholders of the Company.

Assumption of Liabilities. Effective In accordance with the terms and upon the conditions of this Agreement, at the Closing Buyer shall assume and accept and shall pay, perform and discharge fully as and when required the following Liabilities of the Seller Entities (collectively, the “Assumed Liabilities”): (a) all Liabilities of the Seller Entities arising under or relating to the Acquired Contracts (which shall include Liabilities arising under or relating to a violation, breach or default under any Acquired Contract); (b) all accounts payable and other accrued expenses of the Seller Entities to the extent relating to the Business that are not payable to Seller or any of its Subsidiaries and that are included as a current liability in the final determination of the Working Capital Amount; (c) notwithstanding anything to the contrary in this Agreement, (i) all Liabilities under any warranty provided with respect to any Existing Business Product or otherwise with respect to the Business (collectively, the “Assumed Warranties” and such Liabilities, the “Assumed Warranty Liability”) and (ii) except as set forth in Section 1.4(b)(iv), all other Liabilities related to the manufacturing, use, sale, or packaging of any Existing Business Product; (d) all Liabilities relating to employee benefits, compensation or other arrangements with respect to any Transferred Employee, Continuing Employee or any other employee of the Business arising after the Closing; (e) with respect to the Transferred Employees, Continuing Employees or other employees of the Business, the Liabilities with respect to all accrued vacation, sick leave, and other paid time off (to the extent not paid) as of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only included as a current liability in the final determination of the Working Capital Amount; (f) Pre-Closing Employment Liabilities, in each case, solely to the extent included as a current liability in the final determination of the Working Capital Amount; (g) all Liabilities for Taxes relating to the Business, the Acquired Assets or the Assumed Liabilities (other than Taxes) to the extent that such liability is due Taxes are imposed with respect to the actions of Assignee any taxable period (or any of Assignee's affiliates, representatives or agentsportion thereof) beginning after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assumeDate, and shall not any Liability for Taxes to be obligated paid by Buyer to paythe extent provided in Section 8.2; and (h) except as set forth in Section 1.4(b)(iv), perform all Liabilities arising from or dischargerelated to any infringement, any liability misappropriation, or obligation violation of any Assignor other than Intellectual Property of any Person to the extent primarily related to the Business. provided, however, that, notwithstanding the above or anything else in this Agreement or any Ancillary Agreement to the contrary, the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for include any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Retained Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as of (a) On the Closing Date, Assignee will effective immediately upon consummation of the Closing, Buyer shall assume and agree to paydischarge only the liabilities and obligations of Seller identified on Exhibit F hereto (the “Assumed Liabilities”). (b) Except as set forth in this Agreement, perform Buyer shall not assume and dischargeshall not be liable for any liabilities and obligations of Seller or the conduct of the business by Seller of whatever nature whether presently in existence or arising hereafter, except for the Assumed Liabilities. All such liabilities and obligations not assumed by Buyer as contemplated by this Agreement, shall be retained by and when dueremain liabilities and obligations of Seller (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, Buyer shall not assume and indemnify shall not be liable for any of the following liabilities or obligations of Seller: (i) any liability or obligation for taxes attributable to or imposed upon Seller or Buyer, or attributable to or imposed upon the Assets for any period (or portion thereof) ending on or prior to the applicable Closing Date, including without limitation taxes imposed upon Seller as a result of the transactions contemplated by this Agreement; (ii) all lawsuits, claims and hold each Assignor harmless from and againstother liabilities or obligations arising in connection with all actions, suits, claims, investigations or proceedings to the extent relating to the conduct of the business relating to the Assets by Seller prior to Closing or the ownership of the Assets by Seller prior to Closing; (xiii) each liability listed in Schedule 1.03all liabilities or obligations relating to the employment, (y) each obligation failure to employ or termination of each Assignor to be performed after the Closing Date employment of any individual with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related business relating to the Assets by Seller or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to or under any actlabor agreements or employee benefit or compensation arrangements, omission plans, programs, policies, practices or breach by agreements, including, without limitation, severance or accrued vacation pay, of Seller or for the benefit of employees of Seller; (iv) any Assignor liability arising under Environmental Laws (as such term is defined in Section 7(j) hereof) with respect to the Business, conduct of the business relating to the Assets by Seller prior to Closing; (v) any indebtedness for borrowed money or the Assigned Contracts, otherwise of Seller; (vi) any amounts payable to Seller’s affiliates; or for (vii) any claim, loss or liability related workers’ compensation claims relating to the Excluded Assets or the Excluded Liabilities, all employees of which, the Assignors shall remain obligated to pay, perform Seller and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising resulting from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03employment by Seller.

Assumption of Liabilities. Effective as of the Closing DateClosing, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or neither Seller nor any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee its Affiliates shall not assume, and shall not be obligated to pay, perform or discharge, have any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities")with respect to, and Buyer shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to assume and thereafter pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other thingswhen due, all liabilities arising from and obligations of Seller and its Affiliates, whether relating to periods prior to, on, or after the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except Closing, to the extent expressly related to or arising from, the Transferred Consumer Care Assets, the Consumer Care Business, the Transferred Rx Product Assets, the Rx Product Business and/or the Conveyed Sites, other than the Retained Liabilities (collectively, the “Assumed Liabilities”) (provided that, notwithstanding anything to the contrary in this Section 2.6, (i) any liabilities or obligations of the Companies or any of their Subsidiaries shall not constitute Assumed Liabilities, it being acknowledged and agreed that such liabilities or obligations (other than Retained Liabilities) shall remain the liabilities or obligations, as applicable, of the Companies or their applicable Subsidiaries immediately after the Closing, and (ii) nothing in this Section 2.6 shall affect Buyer’s rights pursuant to Article X), including, without limitation: (a) all obligations and liabilities under the Material Contracts to which any member of the Seller Group is a party or by which it is bound, to the extent relating to the Consumer Care Business; (b) all liabilities of Schering-Plough Canada, Inc. for accounts payable, which liabilities shall be included in the calculation of Closing Date Net Working Capital; (c) (i) with respect to the Transferred Employees (other than the Company Employees) that are employed in the United States, obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to vacation and sick leave, and (ii) with respect to the Transferred Employees (other than the Company Employees) that are employed in a jurisdiction other than the United States, obligations and liabilities of Seller and its Affiliates (other than the Companies or their Subsidiaries) relating to vacation, holiday pay, annual leave and sick leave and all other obligations and liabilities of Seller and its Affiliates that are required to be assumed as provided on Schedule 1.03by Buyer or its Affiliates under applicable Laws in connection with the Contemplated Transactions; (d) any Taxes for which Buyer is responsible under Section 6.1 of this Agreement; (e) any obligations or liabilities to the extent relating to the Consumer Care Business in connection with any Litigation, other than Retained Liabilities; (f) any obligations or liabilities arising under Environmental Law to the extent relating to the ownership or operation of the Consumer Care Business or the ownership, use, possession or condition of the Transferred Consumer Care Assets or the Conveyed Sites, other than Retained Liabilities; (g) the Assumed Rx Liabilities; and (h) the obligations and liabilities set forth in Section 2.6(h) of the Seller Disclosure Schedule.

Assumption of Liabilities. Effective as of (a) On the terms set forth herein, on and after the Closing Date, Assignee will assume and agree to payBuyer shall assume, perform and dischargepay the Assumed Liabilities. (b) Buyer is assuming only the Assumed Liabilities from the Seller and its Affiliates and is not assuming any other liability of the Seller or any of its Affiliates of whatever nature, as whether presently in existence or arising hereafter and when duewhether or not identified in any disclosures in the Seller Disclosure Schedule (the “Retained Liabilities”) and Buyer does not assume and shall in no event be liable for any such Retained Liabilities, including, but not limited to: (i) all liabilities to the extent arising out of or relating to the operation or conduct by the Seller or any of its Affiliates of any retained businesses, and indemnify all liabilities to the extent arising out of or relating to any Excluded Asset; (ii) all liabilities and hold each Assignor harmless from commitments of the Seller or its Affiliates in respect of Taxes incurred with respect to a Pre-Closing Period; (iii) all debt of Seller or its Affiliates for borrowed money; (iv) all liabilities to any broker, finder or agent or similar intermediary for any broker’s fee, finders’ fee or similar fee or commission relating to the transactions contemplated by this Agreement for which the Seller or its Affiliates is responsible pursuant to Section 3.16; (v) all liabilities of Seller and againstits Affiliates with respect to any Environmental Law or environmental conditions, (x) each liability listed in Schedule 1.03events, (y) each obligation or circumstances, including with respect to any release of each Assignor to be performed Hazardous Substances after the Closing Date to the extent said liabilities arise from or in connection with conditions, events or circumstances occurring on or before the Closing Date, including without limitation the migration of Hazardous Substances which were released on or prior to the Closing Date; (vi) with respect to the any Purchased Assets and Assigned Contracts, all liabilities and obligations arising thereunder prior to the Assigned Contracts and (z) each other liability Closing, out of each Assignor thereunder (including liabilities for any breach of a representation, warranty breaches or covenantviolations thereof, or for any claims for indemnification contained therein), amounts due thereunder that relate to periods prior to the extent and only Closing (subject to Section 2.6) or result from the consummation of the transactions contemplated hereby (subject to Section 2.8); and (vii) any other liabilities of the Seller or current or former Affiliates thereof related to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliatesPurchased Assets, representatives or agents) after the Closing Date (collectivelyif any, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. (1) From and after the Closing Date, Buyer shall assume, and shall honor, pay, perform and satisfy when due any and all liabilities, obligations and responsibilities to, or in respect of, each Transferred Employee, and each former employee and officer of Echelon and its subsidiaries, arising under the terms of, or in connection with, any Employee Benefit Plan, in each case, in accordance with the terms thereof in effect immediately prior to the date hereof, with respect to events or claims arising at any time; provided, that nothing contained herein shall constitute a commitment or obligation on the part of Buyer to continue any such Employee Benefit Plan after the Closing Date except that Buyer shall provide, or shall cause to be provided, effective commencing on the Closing Date, coverage to all current and former employees of Echelon and its subsidiaries (including any employees who do not accept the offer of employment described in Section 11.1 hereof), and their spouses and dependents, under a group health plan which does not contain any waiting period or exclusion or limitation with respect to any pre-existing conditions, and Buyer shall be solely responsible for compliance with the requirements of Section 4980B of the Code and part 6 of subtitle B of Title I of ERISA ("COBRA"), including, without limitation, the provision of continuation coverage, with respect to all such current and former employees, spouses and dependents, for whom a qualifying event occurs before, on or after the Closing Date. The terms "group health plan", "continuation coverage", "qualifying event" and "qualified beneficiary" are used in this Section 11.2(a)(1) with the respective meanings ascribed thereto in COBRA. (2) On the Closing Date, Buyer shall assume sponsorship of the Echelon International Corporation Savings Plan (the "Savings Plan") and the related trust, and the liabilities thereunder, with respect to all persons entitled to benefits under the provisions of the Savings Plan, and Echelon shall cause all right, title, interest, authorities, obligations, duties, liabilities and assets of Echelon and its subsidiaries in, to and under the Savings Plan and the related trust to be transferred to and assumed by Buyer and any successor trustee, respectively, in accordance with applicable law. At Closing, the parties shall execute and deliver such documents and instruments as may be required to effect such assumption and transfer and to ensure that all assets of the Savings Plan, as the same exist immediately prior to the Closing Date, shall be transferred with the Savings Plan to the extent provided in this Section 11(a)(2). Effective upon Closing, Buyer will be substituted for Echelon as the plan sponsor under the Savings Plan. For a period of at least twelve (12) months following the Closing Date, Buyer covenants and agrees to maintain the Savings Plan in accordance with the terms of the Savings Plan as in effect on the date hereof, except to the extent that Buyer is required to amend the Savings Plan to comply with applicable law. (3) Buyer shall be solely responsible for and shall indemnify and hold Echelon and its subsidiaries harmless from any obligations or Losses relating to claims made by any of the Transferred Employees for their compensation, severance or termination pay, benefits or notice under any applicable Federal, state or local law or under any plan, policy, practice or agreement, in each case, that accrues after the Closing Date and arises as a result of their employment or separation from employment with Buyer or its subsidiaries after the Closing Date. (b) Subject to Section 11.2(a) hereof, Echelon shall be solely responsible for and shall indemnify and hold Buyer harmless from any obligations or Losses relating to claims made by any current or former employee of Echelon and its subsidiaries, including, without limitation, the Transferred Employees, for their compensation, severance or termination pay, benefits or notice under any applicable Federal, state or local law or under any plan, policy, practice or agreement, in each case, that accrue through the Closing Date as a result of their employment or separation from employment with Echelon or its subsidiaries. On or prior to the Closing Date, Echelon shall satisfy all obligations (including payments due as a result of a change of control of Echelon or otherwise) then due and payable under any employment agreement entered into by Echelon or any of its subsidiaries (including the employment agreements described on Schedule XIII) and shall deliver to Buyer copies of any and all employee estoppel letters delivered in connection therewith. (c) Accrued but unpaid vacation, sick or other paid time off with respect to all employees of Echelon and its subsidiaries as of the Closing Date, Assignee will assume and agree to payincluding, perform and dischargewithout limitation, as and when duethe Transferred Employees, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein)shall, to the extent permitted by applicable law, be assumed by Buyer and only to paid by Buyer in accordance with the extent that such liability is due to terms of the actions applicable policies and procedures of Assignee Echelon and its subsidiaries in effect on the date hereof. (d) In the event of any "plant closing" or "mass layoff" by Buyer, as defined by the Federal Worker Adjustment Retraining Notification Act, 29 U.S.C. ss. 2101 et seq. ("WARN"), or any of Assignee's affiliatesstate law equivalent, representatives or agents) which shall occur after the Closing Date (collectivelyDate, Buyer shall comply with all of the "Assumed Liabilities"). Assignee shall not assume, requirements of WARN and any applicable state law equivalent and shall not be obligated to pay, perform or discharge, indemnify Echelon and its subsidiaries from and against any liability or obligation Losses incurred by Echelon and its subsidiaries as the result of any Assignor other than the Assumed Liabilities action against Buyer or Echelon (whether or not related to the Assets or Businessand/or its subsidiaries) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03WARN.

Assumption of Liabilities. Effective Upon the terms and subject to the conditions of this Agreement, on the Closing Date Buyer, or the applicable Assignee, shall assume, effective as of the Closing DateClosing, Assignee will assume and agree to pay, shall timely perform and dischargedischarge in accordance with their respective terms, as and when duethe following Liabilities (collectively, and indemnify and hold each Assignor harmless from and against, the “Assumed Liabilities”): (xa) each liability listed in Schedule 1.03, (y) each obligation all Liabilities of each Assignor to be performed the Seller or any of its Subsidiaries arising out of the ownership of the Acquired Assets or operation of the Business or the Acquired Assets on or after the Closing Date that are Related to any Acquired Asset; (b) all Liabilities arising on or after the Closing Date or Designation Assignment Date, as applicable, relating to the payment or performance of obligations with respect to the Assets and Assigned Agreements; (c) all Liabilities arising on or after the Assigned Contracts and Closing Date from or related to any Claim, Action, arbitration, audit, hearing, investigation, suit, litigation or other proceeding (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representationwhether civil, warranty or covenantcriminal, administrative, investigative, or for informal and whether pending or threatened or having any claims for indemnification contained therein)other status) arising out of the Assumed Liabilities, to the extent and only to Acquired Assets or the extent that such liability is due to operation of the actions of Assignee (Business on or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelybut not prior to the Closing Date) or relating to facts, actions, omissions, circumstances or conditions existing, occurring or accruing on or after the "Closing Date (but not prior to the Closing Date) that are Related to the Acquired Assets or the Assumed Liabilities"; (d) Buyer’s obligation to pay the Buyer Occupancy Costs; (e) subject to Section 2.8(e). Assignee shall not assume, all Liabilities for warranties and shall not be obligated to pay, perform protection agreements or discharge, any liability or obligation of any Assignor other services contracts (other than warranties relating to Intellectual Property) for the Assumed Liabilities (whether goods and services of Sellers sold or not related performed prior to the Assets or Business) (collectivelyClosing, the "Excluded Liabilities"), and shall not be obligated for including any other claim, loss or liability relating Liabilities owed by Sears Re to any act, omission or breach by any Assignor Seller in respect of reinsurance of such warranties and protection agreements (the “PA Liabilities”); (f) all Assumed Customer Credits; (g) all Cure Costs solely with respect to the Business, Assigned Agreements; (h) all Excluded Asset-Sale Taxes (except if otherwise provided in Section 2.4(i)); (i) all Liabilities resulting from actions or inactions taken by the Assets Sellers or the Assigned Contracts, or for any claim, loss or liability related Affiliate of Sellers in compliance with Section 9.2; (j) all Liabilities with respect to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except Transferred Employees (i) to the extent arising as a result of an event, action or omission that occurs on or following the Closing or (ii) expressly assumed as provided by Buyer and its Subsidiaries pursuant to Section 9.7; (k) the Severance Reimbursement Obligations, Assumed 503(b)(9) Liabilities, Other Payables and all payment obligations with respect to the Ordered Inventory; provided, that: (i) Buyer shall not be required to make any payments with respect to the Other Payables until the later of (1) the Closing Date and (2) the date that the applicable obligation thereunder becomes due in the Ordinary Course of Business; (ii) Buyer shall not be required to make any payments with respect to Assumed 503(b)(9) Liabilities until the earlier of (1) the date that is 120 days following the Closing Date and (2) the date on Schedule 1.03.which a chapter 11 plan of reorganization is confirmed by the Bankruptcy Court with respect to the Debtors; (iii) Buyer’s obligations with respect to the Severance Reimbursement Obligations shall not exceed $43,000,000 in the aggregate, and notwithstanding Section 2.3(k)(i), the timing of such reimbursement shall be made in accordance with Section 9.7(i); (iv) Buyer’s obligations with respect to the Assumed 503(b)(9) Claims shall not exceed $139,000,000 in the aggregate; (v) Buyer’s obligations with respect to the Other Payables shall not exceed $166,000,000 in the aggregate; (vi) In the event that the Aggregate DIP Shortfall Amount is a positive number, Buyer’s obligations to assume the Liabilities described in this clause (k) shall be reduced dollar for dollar by the Aggregate DIP Shortfall Amount in the following order, until the aggregate amount of all such reductions is equal to the Aggregate DIP Shortfall Amount: first, the Severance Reimbursement Obligations, second, the Other Payables and third, the Assumed 503(b)(9)

Assumption of Liabilities. Effective as Purchaser does not and shall not assume or agree to assume, and shall not acquire or take over, the Liabilities and obligations of Seller of any nature, direct, contingent or otherwise, except for the obligations which arise out of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, ownership of the Properties by Purchaser (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and but only to the extent that such liability is due to Liabilities and obligations first arise or accrue after the actions Closing Date) and the obligations of Assignee (Seller under the Third Party Leases which first arise or any of Assignee's affiliates, representatives or agents) accrue from and after the Closing Date (collectively, the "“Assumed Liabilities"”). Assignee shall not assumeExcept as set forth in the preceding sentence, and except as otherwise provided herein or in the Stock Purchase Agreement, Purchaser shall not be obligated to paynot, perform directly or dischargeindirectly, assume any liability Liabilities, obligations, or obligation responsibilities of Seller of any Assignor other than nature whatsoever (the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded “Retained Liabilities"”), whether liquidated or unliquidated, known or unknown, actual or inchoate, accrued, contingent or otherwise, and shall not be obligated for any other claimwhether arising from facts existing or events occurring prior to, loss on or liability relating to any act, omission or breach by any Assignor with respect to after the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless againstClosing Date. Without limiting the generality of the foregoing, among other thingsit is expressly agreed that Purchaser shall have no Liability to, all liabilities for, or in respect of (i) any obligation or Liability of Seller to any present or former customer or supplier of Seller, (ii) any obligation or Liability of Seller with respect to claims on account of personal injury arising from out of any injury sustained by any Person at any of the Properties prior to the Closing Date, (iii) any Liability or obligation relating to any of the matters described disclosed or required to be disclosed on the Schedules hereto including, without limitation, any Liability, obligation or related expense arising out of, pursuant to or in connection with the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided matters set forth on Schedule 1.035.4 and any claim, action, suit, litigation or administrative, arbitration or other proceeding or governmental investigation involving Seller or any employee of Seller or regardless of whether any such claim, action, suit, litigation, arbitration, proceeding or investigation is made, brought or commenced prior to or after the Closing Date, (iv) any obligation or Liability of Seller which is incurred or arises after the Closing Date which constitute Assumed Liabilities and (v) any obligation of Seller for state, local, foreign or federal Taxes including, without limitation, any obligation for franchise, unitary business, capital stock or income Taxes (subject to Section 4.6 hereof).

Assumption of Liabilities. Effective as of the Closing Date, Assignee will assume Leap hereby assumes and agree agrees to pay, perform perform, fulfill and discharge, as in accordance with their respective terms, all of the following Liabilities (regardless of when or where such Liabilities arose or arise or were or are incurred), except to the extent otherwise set forth in this Agreement, or the Separation and when dueDistribution Agreement: (a) all Liabilities to or relating to any Leap Individual, and indemnify his or her respective dependents and hold beneficiaries, in each Assignor harmless case relating to, arising out of or resulting from and againstemployment by QUALCOMM or a QUALCOMM Entity before becoming a Leap Individual arising under a QUALCOMM Plan, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect but only to the Assets and extent such Liabilities relate to the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach payment of a representationbonus to a Leap Individual or relate to the payment or crediting of accrued vacation and sick pay; (b) all other Liabilities to or relating to Leap Individuals and other employees or former employees of Leap or a Leap Entity, warranty or covenant, or for any claims for indemnification contained therein)and their dependents and beneficiaries, to the extent and only relating to, arising out of or resulting from future, present or former employment with Leap or a Leap Entity (including Liabilities under Leap Plans); (c) all Liabilities relating to, arising out of or resulting from any other actual or alleged employment relationship with Leap or a Leap Entity (including without limitation, actual or alleged offers of employment with Leap or a Leap Entity made prior to the extent that such liability is due Close of the Distribution Date to the actions employees of Assignee (QUALCOMM, a QUALCOMM Entity or any other Person, by any Person who at the time of Assignee's affiliatesthe actual or alleged offer of employment was an employee of QUALCOMM or a QUALCOMM Entity and who then became an employee of Leap or a Leap Entity); and (d) all other Liabilities relating to, representatives arising out of or agents) resulting from obligations, liabilities and responsibilities expressly assumed or retained by Leap, a Leap Entity, or a Leap Plan pursuant to this Agreement. As to bonus arrangements under a QUALCOMM Plan for which QUALCOMM has accrued a liability and which would be payable for the first time after the Closing Date (collectivelyDistribution Date, the "Assumed Liabilities"). Assignee a Leap Individual's termination of employment with QUALCOMM to become a Leap Individual shall not assumeprevent or terminate Leap's assumption of the liability to pay such bonus amount, and shall not be obligated to pay, perform or discharge, any even though the applicable QUALCOMM Plan may provide that termination of employment with QUALCOMM terminates QUALCOMM's liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03this bonus.

Assumption of Liabilities. Effective as Buyer shall assume, agree to perform, and discharge when due only those obligations of Seller arising out of the Closing Date, Assignee will assume contracts and agree to pay, perform agreements listed on Schedules 7(j) and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x7(k) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets period from and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assumeSeller and Buyer agree that, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities Liabilities, Buyer does not agree to assume and shall have no responsibility for any of the debts, obligations or liabilities of Seller (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and all of which shall not remain the sole responsibility of Seller. The Excluded Liabilities include without limitation all of the following: (a) Any tax liability or tax obligation of Seller, which has been or may be obligated asserted by any taxing authority, including without limitation any such liability or obligation arising out of or in connection with this Agreement or the transactions contemplated hereby. (b) Any liability or obligation of Seller whether incurred prior to, at or subsequent to the Closing for any amounts due or which may become due to any person or entity solely by reason of the fact that such person or entity is or has been a holder of any debt or equity security of Seller. (c) Any trade account payable or note payable of Seller or any contract obligation of Seller (other than the Assumed Liabilities) whether incurred prior to, at or subsequent to the Closing. (d) Any liability or obligation arising out of any litigation, suit, proceeding, action, claim or investigation, at law or in equity or in arbitration, related to Seller's operation of the Business prior to the Closing. (e) Any claim, loss liability or liability relating to any actobligation, omission known or breach by any Assignor with respect to the Businessunknown, contingent or otherwise, the Assets existence of which is a breach of, or inconsistent with, any representation, warranty or covenant of Seller set forth in this Agreement. (f) Any liability or obligation specifically stated in this Agreement or the Assigned Contracts, or for any claim, loss or liability related Schedules hereto as not to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03by Buyer.

Assumption of Liabilities. Effective as Upon the sale and purchase of the Closing DateContributed Assets, Assignee will FRS shall assume and agree to pay, perform pay or discharge when due the liabilities and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation obligations of each Assignor Clintec which are to be performed after the Closing Date with respect (as defined in Section 1.6 below) as are described on Schedule 1.2. Such liabilities to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), be assumed by FRS under this Agreement are hereinafter sometimes referred to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, as the "Assumed Liabilities"). Assignee ." Except as otherwise specifically provided in this Section 1.2, (a) FRS shall not assumeassume or be liable for any obligation or liability of Clintec, of any kind or nature, known, unknown, contingent or otherwise, including without limitation: (i) any liability of Clintec incurred in connection with this Agreement and the transactions provided for herein, including brokerage, accounting and counsel fees, transfer and other taxes, and shall not be obligated expenses pertaining to paythe performance by Clintec of its obligations hereunder, perform or discharge, (ii) any liability or obligation of Clintec arising out of any Assignor contract or agreement, (iii) any liability or obligation arising out of or relating to the clinical development or testing of the Compounds or the Other Compounds on or prior to Closing, (iv) any obligations to Clintec's employees, including without limitation, any pension, retirement, or profit-sharing plan or trust, (v) any litigation, proceeding, claim by any person or entity or other than obligation of Clintec arising out of the conduct of Clintec's business or its use of the Compounds or other Contributed Assets prior to the Closing Date, whether or not such litigation, proceeding, claim or obligation is pending, threatened, or asserted before, on, or after the Closing Date, (vi) Taxes (as defined in Section 1.8) whether relating to periods before or after the Closing Date, and (vii) any obligations under any law, including but not limited to antitrust, civil rights, health, safety, labor, discrimination and environmental laws; and (b) Clintec shall be solely responsible for, and shall discharge, any and all liabilities and obligations of Clintec not included within the Assumed Liabilities. The assumption of the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), by FRS hereunder shall be treated as independent of its existing business and shall not be obligated for enlarge any other claim, loss rights of third parties under contracts or liability relating to arrangements with FRS or Clintec. Nothing herein shall prevent FRS from contesting in good faith any act, omission or breach by any Assignor with respect to of the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Assumed Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective (a) Upon the terms and subject to the conditions of this Agreement, as of the Closing DateClosing, Assignee will Buyer shall assume and shall thereafter be obligated for, and shall agree to pay, perform and dischargedischarge in accordance with their terms, as only the following obligations and when dueliabilities of Seller, Tribune or any of their respective Subsidiaries, whether direct or indirect, known or unknown (except to the extent such obligations and indemnify liabilities constitute Excluded Liabilities): (i) all liabilities and hold each Assignor harmless from obligations arising with, or relating to, the operation of the Stations, including the owning or holding of the Purchased Assets, on and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect Date; (ii) all liabilities and obligations to the extent relating to the Business or the Purchased Assets arising out of Environmental Laws, excluding all such liabilities and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein)obligations that, to the extent Knowledge of Seller, have arisen prior to the Closing or that are reasonably likely to arise following the Closing; (iii) subject to Section 5.6, all liabilities and obligations under the Station Agreements and other Contracts included as Purchased Assets, in each case only to the extent that such liability is due to liabilities or obligations accrue on or after the actions Closing Date; (iv) (A) all Taxes (other than any Prorated Taxes or Transfer Taxes) of Assignee Buyer for any Tax period, (B) any Prorated Taxes for the portion of any Straddle Period beginning on or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, determined in accordance with Section 6.1) and (C) any Transfer Taxes that are the "responsibility of Buyer pursuant to Section 6.1; and (v) all liabilities and obligations of Buyer or its Affiliates pursuant to Section 6.2 hereof. All of the foregoing to be assumed by Buyer hereunder are referred to herein as the “Assumed Liabilities"). Assignee .” (b) Buyer shall not assume, and shall not be obligated to pay, perform assume or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claimof, loss and Seller or liability relating to Tribune or any actof their respective Subsidiaries, omission or breach by any Assignor as applicable, shall solely retain, pay, perform, discharge and be obligated with respect to all of its liabilities or obligations of any and every kind whatsoever, direct or indirect, known or unknown, not expressly assumed by Buyer under Section 2.3(a) (herein referred to as “Excluded Liabilities”) and, without limiting the Businessgenerality of the foregoing and notwithstanding anything to the contrary in Section 2.3(a), none of the following shall be “Assumed Liabilities” for purposes of this Agreement: (i) (A) all Taxes (other than any Prorated Taxes or Transfer Taxes) of Seller, Tribune or any of their respective Subsidiaries, as applicable, for any Tax period, (B) any Prorated Taxes for the portion of any Straddle Period prior to the Closing Date (determined in accordance with Section 6.1), and (C) any Transfer Taxes that are the responsibility of Seller pursuant to Section 6.1; (ii) other than as set forth in Section 6.2, any of the liabilities or obligations under the benefit or compensation agreements, plans or arrangements sponsored or maintained by Seller, Tribune or any of their respective Affiliates (including, without limitation, all Employee Plans); (iii) any intercompany payables of the Business owing to Seller, Tribune or any of their respective Affiliates, as applicable; (iv) any liabilities or obligations of Seller, Tribune or any of their respective Subsidiaries, as applicable, under this Agreement, the Assets Merger Agreement or the Assigned ContractsSeller Ancillary Agreements (except as set forth in Section 6.2(c)); (v) any liabilities or obligations, including forfeiture expenses, arising from any complaints with the FCC in respect of events that occurred prior to the Closing; and (vi) all liabilities and obligations arising with, or for any claimrelating to, loss the operation of the Stations, including the owning or liability related holding of the Purchased Assets, prior to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Closing Date.

Assumption of Liabilities. (a) At the Effective as of the Closing DateTime, Assignee will Covisint shall assume and agree to paydischarge and be responsible for all of the liabilities and obligations, perform known and dischargeunknown, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty whether absolute or covenant, or for any claims for indemnification contained therein)contingent, to the extent and (but only to the extent extent) that such liability is due liabilities and obligations relate to the actions of Assignee Transferred Assets or the Covisint Business (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "“Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"”), including without limitation: (i) all of Compuware’s payment, performance and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or obligations under the Assigned Contracts, whether arising prior to, on or for any claim, loss or liability related after the Effective Time; and (ii) all other liabilities relating to the Excluded Transferred Assets, whether incurred prior to, on or after the Effective Time. Notwithstanding the foregoing, Covisint shall assume and agree to discharge and be responsible for all of the liabilities and obligations relating to the Covisint Employees, Former Covisint Employees, Compuware Plans, and the Covisint Plans as specifically set forth in the Employee Benefits Agreement. For purposes of clarity, the Assumed Liabilities only include such liabilities and obligations that relate to the Transferred Assets or the Covisint Business that are liabilities or obligations of Compuware and do not include any liabilities or obligations of any Compuware Entity that is organized in a foreign jurisdiction. (b) Except as provided under this Section 2.2, Covisint shall not assume or agree to perform, pay or discharge, or have any liability for, and Compuware shall remain unconditionally liable for and shall discharge, any obligations, liabilities and commitments of Compuware, of any kind or nature, known or unknown, fixed or contingent (the “Excluded Liabilities, all ”). (c) The assumption of which, the Assignors liabilities by Covisint under this Section 2.2 shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus not enlarge any rights of Third Parties under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Contracts with Covisint or Compuware.

Assumption of Liabilities. Effective as of the Closing Date, Assignee will Purchaser shall assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, only those liabilities specifically described on Schedule 1.2 (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall Except for the Assumed Liabilities specifically described in the immediately preceding sentence, Purchaser has not assumeassumed or undertaken, and is not assuming or undertaking, to discharge or perform, any obligation or liability of Seller, all of which obligations and liabilities Seller and OTC hereby undertake to fully discharge, pay and/or satisfy as and when the same may become due. Without limiting the generality of the foregoing, Purchaser shall not be obligated deemed to payhave assumed, perform nor shall Purchaser assume, any liability based upon or discharge, arising out of any tortious or wrongful actions of Seller or any liability for the payment of (i) any liability or obligation of Seller arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and the performance of the transactions contemplated hereby including, without limitation, any Assignor tax liability so arising; (ii) any liability or obligation of Seller for any foreign, federal, state, county or local taxes, or any interest or penalties thereon, accrued for, applicable to or arising from any period ending on or prior to the date of Closing other than the Assumed Liabilities Mexican Value Added Tax (whether the "VAT") on the assets of Seller located at the facility in Reynosa, Tamaulipas, Mexico, which will be shared in accordance with Section 8.2 hereof; (iii) any salary, wage, benefit, bonus, vacation pay, sick leave, insurance, employment tax or not related similar liability of Seller to any employee, officer, director or other person or entity allocable to services performed on or prior to the Assets date hereof; or Business(iv) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating contributions to any actpension, omission employee benefit or breach by profit sharing plan of Seller, ODM or OTC for the benefit of any Assignor with respect to the Businessof Seller's employees, the Assets officers or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03directors.

Assumption of Liabilities. Effective (a) Upon the terms and subject to the conditions set forth in this Agreement, as of the Closing Date, Assignee will assume the Acquirors jointly and severally agree to payassume, perform satisfy, perform, pay and dischargedischarge each of the following Liabilities (the "Assumed Liabilities"): (i) all Liabilities of any of the Elan Companies or any of their respective Subsidiaries arising out of any product liability, as and when duepatent infringement, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation breach of each Assignor warranty or similar claim for injury to be performed person or property asserted on or after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), but only to the extent and resulting from the use or misuse of Products sold on or after the Closing Date by or on behalf of the Acquirors (including all proceedings relating to any such Liabilities); (ii) all Liabilities of any of the Elan Companies or any of their respective Subsidiaries under the Assumed Contracts, but only to the extent such Liabilities arise from any event, circumstance or condition occurring in a period (or portion thereof) on or after the Closing Date; (iii) all Liabilities of any of the Elan Companies or any of their respective Subsidiaries arising out of government seizures, field corrections, withdrawals or recalls of Products sold on or after the Closing Date by or on behalf of the Acquirors, which are claimed on or after the Closing Date; (iv) all Liabilities for Taxes arising out of, directly or indirectly, the Purchased Assets or the ownership, Control, lease or license of any of the Purchased Assets for any Post-Closing Tax Period, other than the Excluded Tax Liabilities; (v) all Liabilities of any of the Elan Companies or any of their respective Subsidiaries arising out of user or other similar fees payable to the FDA or other Governmental or Regulatory Authority but only to the extent that such liability is fees are due to and payable on account of the actions operation of Assignee (the Businesses on or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelyand to the extent that any of the Elan Companies or any of their respective Subsidiaries have paid any such fee prior to the Closing Date, the "Assumed Liabilities"Acquirors shall promptly reimburse the appropriate Elan Company or Subsidiary for such payment, subject to the provisions of Section 11.02(b). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation ); and (vi) all other Liabilities of any Assignor other than of the Assumed Liabilities (whether Elan Companies or not related to the Assets any of their respective Subsidiaries arising out of, directly or Business) (collectivelyindirectly, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Purchased Assets or the Assigned Contractsownership, Control, lease or for license of any claimof the Purchased Assets, loss or liability related but only to the Excluded Assets extent such Liabilities arise from the Acquirors' operation of the Businesses on or after the Excluded LiabilitiesClosing Date. (b) Notwithstanding anything contained in this Agreement to the contrary or any disclosure to the Acquirors, all of whichfrom and after the Closing Date, the Assignors Acquirors shall remain obligated to not assume any, and the Elan Companies shall retain and pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other thingswhen due, all liabilities of the following Liabilities ("Excluded Liabilities"): (i) all accounts payable and other Liabilities of the Elan Companies and their respective Subsidiaries for materials and services with respect to the manufacture of the Products or any Current Skelaxin Improvement or Sonata Line Extension incurred prior to the Closing Date; (ii) any income Tax payable by the Elan Companies or any member of any affiliated group of which the Elan Companies are, or have been, a member, or any Tax arising out of, directly or indirectly, the Purchased Assets or the ownership, Control, lease or license of any of the Purchased Assets for any Pre-Closing Tax Period, other than any transfer Tax for which the Acquirors are responsible pursuant to Section 4.03 ("Excluded Tax Liability"); (iii) all Liabilities of the Elan Companies and their respective Subsidiaries arising out of any product liability, patent infringement, breach of warranty or similar claim for injury to person or property whenever asserted which resulted from the matters described use or misuse of Products sold prior to the Closing Date (including all proceedings relating to any such Liabilities); (iv) all Liabilities of the Elan Companies and their respective Subsidiaries arising out of government seizures, field corrections, withdrawals or recalls of Products sold prior to the Closing Date, which are claimed prior to, on or after the Closing Date; (v) except as otherwise expressly provided in Section 8.16, all Liabilities of the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except Elan Companies and their respective Subsidiaries with respect to any litigation or other claims to the extent arising from any event, circumstance or condition occurring or alleged to have occurred prior to the Closing Date; (vi) all Liabilities of the Elan Companies and their respective Subsidiaries arising out of user or other similar fees payable to the FDA or other Governmental or Regulatory Authority to the extent that such fees are payable on account of the operation of the Businesses prior to the Closing Date; (vii) any Liability of the Elan Companies or any of their respective Affiliates arising out of any Excluded Asset or arising out of the operation or conduct by the Elan Companies or their Affiliates of any business other than the Businesses; (viii) except as otherwise expressly assumed provided in Section 2.04, any Liabilities arising from or pursuant to any Contracts as to which an Elan Third Party Consent is not obtained by the Closing Date regardless of whether the Acquirors waive delivery of such Elan Third Party Consent; (ix) except as otherwise expressly provided on Schedule 1.03in Section 8.10, any Liability with respect to the employees or independent contractors of the Elan Companies or their Affiliates, including any Liability with respect to the Employee Benefit Plans and any Liability with respect to the employment of Employees by the Elan Companies or any of their Affiliates; (x) except as otherwise expressly provided in Section 8.10, any Liabilities for severance or other obligations arising out of the cessation of employment at or prior to the Closing of Employees or any other former employees of the Elan Companies or their Affiliates by the Elan Companies or their Affiliates; (xi) any Liability of the Elan Companies to any of their respective Affiliates; (xii) except as otherwise expressly provided in Section 8.16, all Liabilities of the Elan Companies and their respective Subsidiaries arising out of any Elan Companies Proceeding; and (xiii) any other Liability of any of the Elan Companies or any of their respective Subsidiaries that is not specifically listed as an Assumed Liability under Section 3.01(a).

Assumption of Liabilities. Effective as With the exception of those liabilities expressly assumed by Buyer in accordance with the provisions of subsection 1(d) (the “Assumed Liabilities”), Buyer does not assume and shall in no event be liable for any debts, liabilities or obligations of the Closing DateCorporation or any Stockholder, Assignee will assume and agree to paywhether fixed or contingent, perform and dischargeknown or unknown, as and when dueliquidated or unliquidated, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty secured or covenantunsecured, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee otherwise (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "“Excluded Liabilities"”), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other thingsBuyer does not assume: (i) any liability for Taxes (as hereinafter defined) payable for any periods prior to and including the Closing Date, all liabilities unless specifically set forth on Schedule 1(d)(i); (ii) any liability or obligation to any employee, director, officer or stockholder of the Corporation, including without limitation, any liability in connection with any Employee Benefit Plan (as hereinafter defined) not specifically set forth on Schedule 1(d)(i); (iii) any trade payables not specifically set forth on Schedule 1(d)(i); (iv) unless specifically set forth on Schedule 1(d)(i), any liability or obligation for brokerage commissions, finders’ fees or professional services of any kind, including attorneys’ fees, incurred in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby whether or not disclosed in this Agreement; (v) any liability or obligation arising under any arbitration or litigation proceeding, whether or not disclosed in this Agreement, unless such liability is pursuant to a settlement agreement executed prior to the date hereof and included herein as an Assigned Contract (as hereinafter defined); (vi) any liability or obligation arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except events occurring on or prior to the extent expressly assumed Closing Date, whether or not disclosed in this Agreement, arising from (A) environmental matters, (B) the infringement by the Corporation upon any intellectual property rights of others, or (C) the failure to comply with any requirements of law or any requirements of governmental bodies or agencies having jurisdiction over the Corporation, the Acquired Assets or the conduct of the Business; and (vii) any liability or obligation arising as provided on Schedule 1.03a result of, or which existence constitutes, a breach of any of the Corporation’s representations, warranties or covenants contained in this Agreement.

Assumption of Liabilities. Effective as of the Closing DateExcept for each Liability that is expressly retained in writing by Equifax or excluded in writing by Equifax from those being assumed by Certegy and unless otherwise provided for elsewhere in this Agreement, Assignee will assume Certegy hereby assumes and agree agrees to pay, perform perform, fulfill, and discharge, as in accordance with their respective terms and conditions, all of the following (regardless of when dueor where such Liabilities arose or arise or were or are incurred): (i) all Liabilities to or relating to Transferred Individuals arising out of or resulting from employment by, the performance of services for, or any other type of financial relationship with, a member of the Equifax Group before becoming Transferred Individuals and thereafter (including Liabilities under Equifax Plans and Certegy Plans), (ii) all other Liabilities to or relating to Transferred Individuals and other employees or former employees of a member of the Certegy Group, and indemnify their dependents and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein)beneficiaries, to the extent relating to, arising out of or resulting from future, present, or former employment with, or the provision of services for, a member of the Certegy Group or the Certegy Business (including Liabilities under Equifax Plans and only to the extent that such liability is due to the actions Certegy Plans), (iii) all Liabilities relating to, arising out of, or resulting from any other actual or alleged employment, performance of Assignee (services for, or any other type of Assignee's affiliates, representatives financial relationship with the Certegy Group or agentsthe Certegy Business; (iv) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assumeall Liabilities under any Individual Agreements relating to Transferred Individuals, and shall not be obligated to pay(v) all other Liabilities relating to, perform arising out of, or dischargeresulting from obligations, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities")liabilities, and responsibilities expressly assumed or retained by a member of the Certegy Group or a Certegy Plan pursuant to this Agreement; provided, however, that, consistent with Section 7.18, Certegy shall -------- ------- not be obligated for assume any other claim, loss or liability relating to any act, omission or breach by any Assignor Liability with respect to any claim which is made by any Person (other than a Person who is a member of the Business, Certegy Group) and which is related solely to Equifax's exercise of its fiduciary responsibility for the Assets or investment of the Assigned Contracts, or for any claim, loss or liability related assets of the Equifax Plans prior to the Excluded Assets Distribution Date (or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except prior to the extent expressly assumed as provided on Schedule 1.03Pension Plan Spinoff Date for purposes of the Equifax Pension Plan and prior to the Savings Plan Transfer Date for purposes of the Equifax Savings Plan).

Assumption of Liabilities. Effective as Upon the terms and subject to the conditions of this Agreement, Purchaser shall unconditionally assume on the Closing Date, Assignee will assume Date and agree to shall unconditionally pay, perform and discharge, as and discharge when due, and Purchaser shall fully and forever indemnify and defend Seller and each Seller Representative, and hold Seller and each Assignor harmless Seller Representative harmless, from and againstagainst any and all debts, obligations and other Liabilities (xincluding reasonable out-of-pocket attorney's and other professional fees, including any related to the enforcement of this Agreement) each liability listed in Schedule 1.03of whatever kind and nature, (y) each obligation of each Assignor primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued or unaccrued, whether relating to be performed or arising prior to, at or after the Closing Date Closing, in each case, to the extent resulting from, arising out of or relating to the Portfolio (except with respect to the Assets and the Assigned Contracts and Excluded Liabilities (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained thereinas defined herein), to which Seller is retaining and shall be solely responsible for), including the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date following (collectively, the "Assumed Liabilities")): (a) all Indebtedness secured by any asset included in the Portfolio, including any Liabilities to lenders under or in connection with the Assumed Loans or the Prepayable Debt; (b) all Liabilities with respect to or otherwise in connection with all pending, threatened or other actions, suits, proceedings, investigations or other claims that relate to the Portfolio or any asset in the Portfolio, at Law, in equity or otherwise, or any tort or other claims relating to or arising from the Portfolio or any asset in the Portfolio or any matter, fact, circumstance or condition relating to the Portfolio or any asset in the Portfolio; (c) all Liabilities relating to or arising from the ownership, operation, possession or management of the Portfolio or any asset in the Portfolio, including (1) accounts payable and trade obligations and (2) to the extent set forth in Section 1.1(f) of the Seller Disclosure Letter, inter-company obligations; (d) all Liabilities under or in connection with the leases, agreements, commitments, licenses or other contracts, including any Assigned Contracts, included in the Portfolio or relating to any asset in the Portfolio; (e) all Liabilities for any violation arising in connection with or related to the Portfolio or any asset of the Portfolio under any Law, ordinance, rule or regulation relating to zoning, environmental matters, health, safety or any other matter; (f) all Liabilities relating to the condition of the Portfolio or any asset in the Portfolio or the presence thereon of any Hazardous Materials or otherwise arising under any Environmental Law or constituting an Environmental Claim in relation to the Portfolio or any asset in the Portfolio; (g) all items of income and expense that are assumed by Purchaser pursuant to Section 1.9; and (h) all other Liabilities in any way resulting from, arising out of or relating to the Portfolio or any asset in or activity resulting from, arising out of or relating to the Portfolio. Assignee shall not assume, and Purchaser's obligations under this Section 1.6 shall not be obligated subject to pay, perform offset or discharge, any liability or obligation reduction by reason of any Assignor other than the Assumed Liabilities (whether actual or not related alleged breach of any representation, warranty or covenant contained in this Agreement or any document delivered in connection herewith or any right or alleged right to indemnification hereunder. Notwithstanding anything to the Assets or Business) (collectivelycontrary contained herein, Seller shall assign to Purchaser at the "Excluded Liabilities")Closing, subject to Purchaser complying with its obligations under this Section 1.6 to indemnify and defend Seller and each Seller Representative, and shall not hold Seller and each Seller Representative harmless, from and against any and all Assumed Liabilities, all proceeds Seller or any Subsidiary thereof may be obligated for entitled to after the date hereof with respect of any other claim, loss insurance policy held at any time prior to the Closing by Seller or liability relating to any act, omission or breach by any Assignor subsidiary thereof with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except Portfolio Property to the extent expressly assumed as provided on Schedule 1.03related to an Assumed Liability, such assignment to be effected by an instrument mutually acceptable to Purchaser and Seller.

Assumption of Liabilities. Effective as of the Closing Datedate hereof, Assignee Comcast Distribution LLC will absolutely and irrevocably assume and agree to paybe liable and responsible to pay when due, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after all the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Comcast Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed such Comcast Assumed Liabilities are Liabilities of a Comcast Transferred Subsidiary, in which case such Comcast Transferred Subsidiary shall retain such Comcast Assumed Liabilities), in accordance with their respective terms, as provided separately evidenced by a B▇▇▇ of Sale and Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit C. Comcast Distribution LLC shall be responsible for all Comcast Assumed Liabilities (except to the extent such Comcast Assumed Liabilities are Liabilities of a Comcast Transferred Subsidiary, in which case such Comcast Transferred Subsidiary shall be responsible for such Comcast Assumed Liabilities), regardless of when or where such Comcast Assumed Liabilities arose or arise, or whether the facts on Schedule 1.03which they are based occurred prior to, on or subsequent to the date hereof, regardless of where or against whom such Liabilities are asserted or determined or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation or any other cause by a Member of any Group or any of their respective Subsidiaries, directors, officers, employees or agents or Affiliates. The Comcast Assignee hereby agrees (and shall cause each Comcast Transferred Subsidiary) to be bound by all obligations of the Comcast Partners in accordance with Section 8.4(h)(v) of the Partnership Agreement, and the Comcast Partners agree to be jointly and severally liable with the Comcast Assignee for its obligations under the Dissolution Documents. The Comcast Assumed Liabilities shall not include the Comcast Excluded Taxes.

Assumption of Liabilities. Effective As further consideration of the contribution, assignment, transfer and conveyance of the Assets to ReporterTV, effective as of the Closing Effective Date, Assignee will assume ReporterTV hereby assumes and agree agrees to paypay and perform all of the Liabilities; provided, perform and dischargehowever, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date that with respect to Liabilities included upon an invoice from MediaChase to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, LLC, MediaChase will agree to pay such amounts upon receipt of payment by it from ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. or ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, LLC, as the Assets case may be, including without limitation, the payment received by it on March 27, 2000 in the amount of $353,335.47. Notwithstanding anything to the contrary set forth herein, ReporterTV shall not assume nor be liable for any of the following liabilities or obligations of any Assignor: a. all liabilities and obligations of any Assignor which pertain primarily to its assets other than the Assigned Contracts Assets; b. any of Assignor's Liabilities for any income taxes of any nature now or hereafter owed by such Assignor or attributable to the Assets; c. any taxes or expenses or fees incurred by any Assignor incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation of the consummation) of the transactions contemplated herein, including, without limitation, any related attorney's and (z) each other liability accountant's fees; d. any Liabilities now or hereafter arising by reason of each Assignor thereunder any willful and Knowing breach of contract prior to the Effective Date or any of the following intentional torts: assault and battery, false imprisonment, conversion, and so long as it is shown that MediaChase acted with malice, defamation, intentional infliction of emotional distress, invasion of privacy and interference with business relations; e. any Assignor's liabilities or obligations now or hereafter arising with respect to any period or any portion of any period prior to the Effective Date under any laws relating to industrial hygiene, occupational safety conditions or environmental conditions on, under or about property, emissions, discharges, releases or threatened releases of pollutants, contaminants, chemicals or industrial, hazardous or toxic materials or wastes into the environment (including liabilities ambient air, surface water, ground water, land surface or sub-surface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants, chemicals or industrial hazardous or toxic materials or wastes ("Environmental Laws"); f. any Liabilities now or hereafter arising by reason of Assignor engaging, prior to the Effective Date, in sexual harassment, discrimination or retaliation based on race, religion, color, national origin, ancestry, physical or mental disability, medical condition, marital status, sex, age, and/or pregnancy ("Labor Claims"); provided, however, that for any breach of a representationclarification all other claims relating to past or current employees or consultants are being assumed by ReporterTV (e.g., warranty or covenant, or for any claims for indemnification contained therein), compensation or benefits) to the extent relating to services provided in connection with the Assets except as otherwise expressly provided herein; and g. any Liabilities now or hereafter arising by reason of any willful and only Knowing violation by any Assignor, prior to the extent that such liability is due Effective Date, of any law or order (other than Environmental Laws and labor laws (including, without limitation, those giving rise to the actions of Assignee (or any of Assignee's affiliates, representatives or agentsLabor Claims) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assumewhich matters are covered above, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability laws relating to any actintellectual property matters, omission or breach by any Assignor with respect as ReporterTV is agreeing to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded assume such Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03).

Assumption of Liabilities. Effective Subject to entry of the Sale Order or subsequent order with respect to the assumption of liabilities, on the terms and subject to the conditions set forth in this Agreement and the Sale Order, at the Closing, pursuant to the Sale Order, Purchaser will assume, effective as of the Closing, and will timely perform and discharge in accordance with their respective terms, the following Liabilities (collectively, the “Assumed Liabilities”): (a) all Liabilities of any kind or character to the extent resulting from, arising out of or in connection with the use, operation, possession or ownership of or interest in the Purchased Assets and/or the Business after the Closing Date; (b) any Assumed Cure Costs that Purchaser is required to pay pursuant to Section 2.5; (c) all Liabilities of the Sellers under the Purchased Contracts that arise on or after the Closing Date; (d) all Liabilities under all Laws arising from the Purchased Assets and the operation of the Business that arise on or after the Closing Date including those arising out of or relating to (i) the Transferred Permits/Licenses, (ii) any mine operation or safety compliance matters related to the condition of the Purchased Assets or the mining areas of the Business, (iii) the Purchased Assets’ or the Business’s compliance with Environmental Laws and Mining or Mining Safety Laws, and (iv) any conditions arising from a spill, emission, release or disposal into the Environment of, or human exposure to, hazardous materials resulting from the operation of the Business or Purchased Assets; (e) all Liabilities under all Laws arising out of or relating to Reclamation Liabilities of the Business or the Purchased Assets; (f) all Liabilities for all (i) Transfer Taxes, (ii) Assumed Non-Income Taxes, and (iii) Non-Income Taxes that are allocated to Purchaser pursuant to Section 10.4(a); (g) all Trade Payables arising (i) after the Petition Date that remain unpaid as of the Closing Date, Assignee will assume and agree with an aggregate face value equal to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, the lesser of (x) each liability listed in Schedule 1.03, all such Trade Payables as of the Closing Date and (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts $20,000,000 and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agentsii) after the Closing Date Date; and (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed h) all Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided specifically listed on Schedule 1.032.3.

Assumption of Liabilities. Effective as of On the terms and subject to the conditions set forth herein, at the Closing, ▇▇▇▇▇ shall assume and agrees to discharge or perform when due the following Liabilities, but only to the extent relating to the period after the Closing Dateand arising after the Closing (the “Assumed Liabilities”): (a) all Liabilities of Seller under or primarily relating to the Transferred Assets, Assignee will assume and agree including all obligations under the Assigned Contracts to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor the extent such obligations are required to be performed after the Closing Date and to the extent such obligations relate to the operation of the Transferred Assets arising after the Closing; provided, however, that Buyer is not assuming any Liabilities of Seller in respect of a breach of or default under any such Assigned Contracts to the extent such breach or default relates to an act, event or condition that existed or occurred prior to Closing; (b) any Liabilities for (i) Taxes with respect to the Program and/or the Transferred Assets and for any taxable period (or portion thereof) beginning after the Assigned Contracts Closing Date, (ii) Transfer Taxes for which Buyer is responsible pursuant to Section 5.4(a), and (ziii) Taxes for any Straddle Period for which Buyer is responsible pursuant to Section 5.4(c); (c) all Liabilities arising out of or relating to the acquisition or maintenance of the Transferred Intellectual Property arising after the Closing; (d) all research, Development, manufacturing, registration, commercialization, use, handling, holding, marketing, storage, sale, offer for sale, distribution, import, export or other disposition or exploitation of the Products after the Closing, and all Liabilities arising therefrom; and (e) all Liabilities arising from the ownership, operation, maintenance, possession, control, sale, lease, disposition, exploitation or use of the Transferred Assets occurring after the Closing, in each other liability case of each Assignor thereunder (including liabilities for a) through (e), (i) to the extent with respect to circumstances, actions, events or conditions occurring or existing after the Closing and not arising before or with respect to circumstances, actions, events or conditions occurring or existing before the Closing or resulting from any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (Assigned Contract by Seller or any of Assignee's affiliates, representatives or agents) after its Affiliates before the Closing Date and/or (collectivelyii) except as included as an Excluded Liability pursuant to prongs (i)–(vi) of the second sentence of the definition of Excluded Liability. Except as provided in this Section 2.3 and notwithstanding anything to the contrary, the "Assumed Liabilities"). Assignee Buyer shall not assume, and shall not be obligated to pay, perform in connection with the Transaction or dischargethe transactions contemplated by the Ancillary Agreements, any liability Liability of Seller whatsoever, whether known or obligation of any Assignor other than the Assumed Liabilities (whether unknown, disclosed or not related to the Assets undisclosed, accrued or Business) (collectivelyhereafter arising, the "Excluded Liabilities")absolute or contingent, and Seller shall not be obligated retain responsibility for any other claimall such Liabilities. For clarity, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all ▇▇▇▇▇’s assumption of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus Liabilities under the caption "Legal Proceedings" this Section 2.3 shall be Excluded Liabilities except to considered part of the extent expressly assumed as provided on Schedule 1.03consideration paid for the Transferred Assets.

Assumption of Liabilities. Effective (a) On the terms and subject to the conditions of this Agreement, effective as of the Closing Dateand without further action, Assignee will the Purchaser shall assume and agree to pay, perform perform, satisfy and discharge, as and discharge when due, all obligations and indemnify liabilities (other than Excluded Liabilities) of whatever kind and hold each Assignor harmless from and againstnature, (x) each liability listed in Schedule 1.03primary or secondary, (y) each obligation of each Assignor to be performed direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising before, on or after the Closing Date Date, relating to, resulting from or arising out of the Business or any of the Acquired Assets or any present or former owner or operator of the Business or any of the Acquired Assets (the "ASSUMED LIABILITIES"), including, without limitation, the obligations and liabilities specified below: (i) The obligations and liabilities of Roadway or ATS under the Assumed Contracts; (ii) The accounts payable and accrued expenses in respect of the Business; (iii) The obligations and liabilities in respect of the Business arising at any time, including, without limitation, obligations and liabilities for refunds, adjustments, allowances, damages, repairs, exchanges, returns, warranties, property damage and personal injury; (iv) The obligations and liabilities relating to the Acquired Assets; (v) The obligations and liabilities arising as a result of being an owner, occupant or operator of any facility or Acquired Assets used in the conduct of the Business, including, without limitation, all obligations and liabilities relating to personal injury, property damage, natural resources, worker's compensation, employee safety and health and laws and regulations relating to the environment; (vi) The liabilities and obligations relating to any litigation, action, suit, claim, investigation or proceeding pending on the date of this Agreement, or instituted after the date of this Agreement, based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, or otherwise relating to, the Business whether such events or conditions occurred before, on or after the date of this Agreement; and (vii) Any and all liabilities or obligations with respect to the Assets and the Assigned Contracts and any Transferred Employee (zas defined in SECTION 7.1(a)) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), arising prior to the extent and only to the extent that such liability is due to the actions of Assignee (Closing Date or any of Assignee's affiliates, representatives on or agents) after the Closing Date Date, including any compensation, severance, workers compensation or employee benefit obligations. (collectivelyb) Notwithstanding SECTION 1.3(a), for purposes of this Agreement, the term "Assumed ASSUMED LIABILITIES" will not include any Excluded Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation For purposes of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectivelythis Agreement, the term "Excluded Liabilities"EXCLUDED LIABILITIES" means the obligations or liabilities expressly retained by ATS as identified on SCHEDULE 1.3(b), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as (a) Upon the sale and purchase of the Closing DateSubject Assets, Assignee will except as excluded in paragraph 1.2(b), Buyer shall assume and agree to pay, perform and dischargepay or discharge when due the following: (i) those liabilities of Seller listed on Schedule 1.2 (a) hereto, as and when due, and indemnify and hold each Assignor harmless derived from and against, the Base Balance Sheet;- (xii) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or accrued vacation and unreimbursed expenses for any claims for indemnification contained therein), the employees and to the extent set forth in Schedule 1.2(a); and (iii) all liabilities and only obligations incurred by Seller in the ordinary course of business and consistent with the terms hereof since the date of the Base Balance Sheet which are outstanding at the time of the Closing. The liabilities to the extent that such liability is due be assumed by Buyer under this Agreement are hereinafter sometimes referred to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, as the "Assumed Liabilities."). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Businessb) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except Except to the extent expressly assumed pursuant to Section 1.2(a) above, Buyer does not assume and shall not be liable for any debt, obligation, responsibility or liability of the Seller, or any Affiliate (as defined below), or any claim against any of the foregoing, whether known or unknown, contingent or absolute, or otherwise. Without limiting the foregoing sentence, Buyer shall have no responsibility with respect to the following, whether or not disclosed in the Base Balance Sheet or a Schedule hereto: (i) liabilities and obligations related to or arising from any transactions with any officer, director or stockholder of Seller or any person or organization controlled by, controlling, or under common control with any of them (an "Affiliate"); (ii) liabilities and obligations for taxes of any kind resulting from the operation of Seller through the Closing and any liabilities and obligations for taxes of any kind related to or arising from the transfers contemplated hereby; (iii) liabilities and obligations for damage or injury to person or property based upon events occurring prior to the date of Closing; (iv) liabilities and obligations to employees of Seller, whether for accident, disability, or workers compensation insurance or benefits, benefits under employee benefit plans, back pay, accrued vacation, or obligations related to or resulting from severance of employment by Seller; (v) workmen's liens on any of the Subject Assets; (vi) liabilities incurred by Seller in connection with this Agreement and the transactions provided on Schedule 1.03for herein, including counsel and accountant's fees, filing fees and expenses related to Seller's proxy material, transfer and other taxes, and expenses pertaining to its liquidation or the performance by Seller of its obligations hereunder; (vii) liabilities of Seller to its dissenting stockholders, if any to the extent holders of in excess of one-half percent (0.5%) of the outstanding shares of capital stock of Seller exercise dissenting stockholder rights under the California General Corporation Law; and (viii) liabilities of Seller with respect to any options, warrants, agreements or convertible or other rights to acquire any shares of its capital stock of any class. (c) The assumption of Assumed Liabilities by Buyer hereunder shall be treated as independent of Buyer's existing business and shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective subsidiaries. Nothing herein shall prevent Buyer from contesting in good faith any of the Assumed Liabilities.

Assumption of Liabilities. Effective as (a) Subject to the terms and conditions of this Agreement, at the Closing DateClosing, Assignee Acquisition will assume and agree to pay, perform and dischargedischarge only the following specified obligations of Cheyenne and no others (the "ASSUMED LIABILITIES"): (i) the rights, as liabilities, obligations and when due, and indemnify and hold each Assignor harmless from and against, (xcommitments of Cheyenne to perform the Scheduled Contracts specifically set forth on SCHEDULE 1.1(g) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such the Scheduled Contracts have not been performed at the time of the Closing and are not in default, but not including any obligation or liability is due for any amount owed with respect to or arising as a result of a breach thereof or delay in performance occurring prior to the actions Closing; and (ii) the liabilities and obligations of Assignee (or Cheyenne set forth on SCHEDULE 1.5(a)(ii). Notwithstanding any other provision hereof and regardless of any disclosure to Acquisition, neither Acquisition nor any of Assignee's affiliates, representatives its affiliates shall assume or agents) after the Closing Date have any liability for any liabilities (collectively, the "EXCLUDED LIABILITIES") of Cheyenne, which in any manner relate to or arise out of the operation of the Business or the ownership of the Assets during any period prior to the Closing Date, or which are owed by Cheyenne to any of Cheyenne's affiliates, other than those obligations comprising the Assumed Liabilities". (b) Except as provided in Section 1.5(a). Assignee shall , Acquisition does not assume, and shall not be obligated assume or agree to pay, perform or discharge, and shall not be responsible for, any other liabilities of Cheyenne of any kind whatsoever, including liabilities based on, arising out of, or in connection with: (i) any liability or obligation of Cheyenne arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, including without limitation fees and expenses of counsel, accountants and other experts; (ii) any Assignor other than claims which relate to goods or services sold or rendered by Cheyenne on or prior to the Assumed Liabilities Closing Date (whether as hereinafter defined); (iii) defective performance or not related default or alleged defective performance or default under any Scheduled Contract by Cheyenne, or of any express or implied warranty with respect to such performance on or prior to the Closing Date, or any liability as a result of the delay in performance or delivery under any Scheduled Contract; (iv) breach or alleged breach of any Scheduled Contract by Cheyenne on or prior to the Closing Date; (v) any Taxes (including penalties and interest with respect thereto) attributable or relating to the Assets or Businessthe Business of Cheyenne relating to any time on or before the Closing Date, or which may be applicable because of Cheyenne's sale of the Business or any of the Assets to Acquisition; (vi) any liability or obligation under or in connection with the Excluded Assets; (collectivelyvii) except as specifically set forth in Section 1.5(a), any claims by any of Cheyenne's directors, officers, employees, agents, consultants, affiliates, personnel or shareholders relating to this Agreement or its performance or consummation, or any claims by any of them relating to or arising out of (A) their employment (including any modification or termination thereof or any tort or discrimination claims arising therefrom) by Cheyenne, (B) any employment contract, consulting agreement or similar arrangement relating to or arising out of the "Excluded Liabilities"retention of such person, and any collective bargaining agreements and similar contracts to which any such persons are a party, (C) any pensions or other benefit liabilities of Cheyenne, (D) any accrued payroll, vacation, bonus or other employment related liability or obligation, or (E) any applicable Law (as hereinafter defined) relating to the employment relationship, including wages, hours, concerted activity, discrimination or nondiscrimination, occupational, health and safety, or payment and/or withholding of Taxes; (viii) any severance pay or obligations due or afforded Cheyenne's employees not offered employment by or substantially on the same terms of such employee's present employment with Cheyenne or offered employment on different terms; (ix) any obligations for contributions to any Employee Plan (as defined in Section 4.15(c), and shall not be obligated for any claims based on any Employee Plan or any other claim, loss benefit liabilities of Cheyenne of whatsoever nature (including all liabilities to any person under ERISA (as hereinafter defined) and the Code and all liabilities to any governmental body; (x) any claims or liability conditions arising under or relating to noncompliance or alleged noncompliance with any actapplicable Law including any Environmental Law (as defined in Section 4.21(a)), omission attributable or breach by any Assignor with respect relating to the BusinessAssets (including the ownership, the Assets use or operation thereof) or the Assigned ContractsBusiness of Cheyenne; (xi) any unlicensed or other unauthorized use or alleged use by Cheyenne of any patented or unpatented invention, or for registered or unregistered trade secret, copyright, trademark, trade name, service ▇▇▇▇ or other intellectual property rights, including the Intangible Assets; (xii) any claim, loss dividend or liability related to the Excluded Assets other distribution declared or the Excluded Liabilities, all otherwise payable by Cheyenne; or (xiii) any accounts payable of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among Cheyenne other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided than those set forth on Schedule 1.03SCHEDULE 1.5(a)(ii).

Assumption of Liabilities. Effective as On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall assume only the liabilities of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed Seller described in Schedule 1.03, 1.2 hereto (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee Buyer shall not assumeassume any liabilities or obligations of Seller except for those liabilities and obligations which Buyer expressly assumes pursuant to this Section 1.2. Except for the Assumed Liabilities, Buyer expressly is not assuming any obligations or liabilities, whether accrued, absolute, contingent, matured, unmatured or other, of Seller or any other person or entity whether arising under contract, from theories of successor liability, or any other basis. Seller will indemnify and hold Buyer harmless from and against any and all losses, costs, expenses, claims, liabilities, deficiencies, judgments and damages incurred or suffered by Buyer or Parent or any of their respective successors or affiliates related to or arising out of any liabilities or obligations of Seller or any of Seller's stockholders, affiliates or successors, except for those obligations expressly assumed by Buyer in this Section 1.2. Notwithstanding anything contained in this Agreement to the contrary, it is expressly agreed that Buyer shall not be obligated assume or have any responsibility with respect to pay, perform any of the following liabilities or discharge, obligations and the following liabilities and obligations shall not constitute Assumed Liabilities: (1) any liability or obligation for any Taxes (as defined in Section 2.13) incurred or accrued by Seller for any period or any liability for Taxes of any person or entity attributable to the Transferred Assets for any period or portion of any period ending on or prior to the Closing; (2) any liability or obligation of Seller as a result of any Assignor legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done, suffered to be done, or omitted to be done by Seller or any of its directors, officers, employees, or agents, except for Assumed Liabilities; (3) any liability or obligation of Seller relating to or in connection with any product liability or warranty matters relating to Seller's products, or the return of Seller's products from customers or any other than person or entity for any period or portion of any period ending on or prior to the Closing; or (4) any liability or obligation resulting from the liquidation or dissolution of Seller, except for Assumed Liabilities (whether or not related and express obligations to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Seller hereunder.

Assumption of Liabilities. Effective as of the Closing DateClosing, Assignee will assume and agree to paynone of Atmel, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after Atmel France or the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (Selling Subsidiaries or any of Assignee's affiliatesAtmel’s or the Selling Subsidiaries’ respective directors, representatives shareholders, officers, employees, agents, consultants, representatives, Affiliates, successors or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee assigns shall not assume, and shall not be obligated to pay, perform or discharge, have any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities")with respect to, and Buyer shall not absolutely and irrevocably assume and be obligated for any other claimsolely liable and responsible for, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to and thereafter pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other thingswhen due, all liabilities arising from liabilities, duties and obligations of Atmel and the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except Selling Subsidiaries, to the extent expressly assumed related to or arising from, the Assets and/or the Business, and of the Transferred Entities (including all and any liability for or in relation to Taxes, whenever arising), other than the Excluded Liabilities, as provided set forth below (collectively, the “Assumed Liabilities”): (a) The Assumed Liabilities shall include, without limitation, the following obligations and liabilities arising prior to or at the Closing: (i) all obligations and liabilities arising under the Transferred Contracts; (ii) all obligations and liabilities under Contracts entered into after the Closing Date; (iii) all obligations and liabilities under Open Purchase Orders and related Contracts; (iv) all obligations and liabilities with respect to the Business Employees, including, without limitation, liabilities, expenses, costs and obligations arising under or required by the Benefit Plans, collective bargaining agreements, employment agreements, applicable Law or relating to payroll, vacation, sick leave, workers’ compensation and unemployment benefits of any kind applicable to the Business Employees, including Employee Advances, but not including obligations and liabilities related to or arising out of the settlement of all options, restricted stock units or other right to purchase shares of common stock of Atmel which were granted to any Atmel UK Employee or France Employee by Atmel, Atmel UK or Atmel France and which are exercised, in accordance with the terms of the plan, program or arrangement under which such options, restricted stock units or rights were granted, after the Closing Date; and (v) all other liabilities set forth on Schedule 1.03the Audited Balance Sheet. (b) The Assumed Liabilities shall include, without limitation the following obligations and liabilities arising after the Closing: (i) any liabilities relating to the Business in connection with any Litigation; (ii) any liabilities arising under Environmental Law and relating to or arising out of the ownership or operation of the Business or the ownership, use, scrapping, destruction, possession or condition of the Assets; (iii) any liabilities for personal injury or property damage, whether in Contract, tort, strict liability or under any other theory, arising from products sold or services rendered by the Business; and (iv) any liabilities from the making, using, selling and purchase or use by customers and end users of any product made, used, sold, purchased or distributed in the Business, including those related to product warranty or quality.

Assumption of Liabilities. Effective (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Closing DateClosing, Assignee will assume and agree to shall pay, perform and discharge, as and discharge when due, and indemnify and hold the following Liabilities of the Company (excluding any Retained Liabilities, the “Assumed Liabilities”), in each Assignor harmless from and againstcase, without further recourse to the Company: (xi) each liability listed in Schedule 1.03all Liabilities under or otherwise arising out of or relating to the Transferred Contracts, (y) each obligation of each Assignor to be performed whether arising prior to, on or after the Closing Date with respect Date; (ii) all Accounts Payable of the Company, whether arising prior to, on or after the Closing; (iii) all Liabilities under or otherwise arising out of or relating to the Assets and Transferred Permits, whether arising prior to, on or after the Assigned Contracts and Closing Date; (ziv) each other liability all Liabilities in respect of each Assignor thereunder (including liabilities for any breach of Proceedings to which the Company is a representationparty, warranty whether arising prior to, on or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, including any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any actproduct liability, omission consumer protection, consumer fraud, breach of warranty or similar claim for injury to person or property); (v) all Liabilities to the extent arising out of or relating to the return (including any return based on breach of warranty) of, or refund, adjustment, allowance, rebate or exchange in respect of, any product produced, manufactured or sold by any Assignor the Company, whether arising prior to, on or after the Closing Date; (vi) one-half of all Transfer Taxes; (vii) all Liabilities with respect to the BusinessTransferred Employees (or any dependent or beneficiary of any Transferred Employee) to the extent arising on or after the Closing Date, including with respect to severance arrangements in effect as of the date hereof described in Exhibits C or D of the Company Disclosure Schedule; (viii) all Liabilities related to the Transferred Benefit Plans and the Rejected Offer Liabilities; (ix) all Change in Control Payments; and (x) all other Liabilities of the Company, or otherwise arising out of or relating to the Transferred Assets or the Assigned Contractsownership or operation thereof, whether arising prior to, on or after the Closing Date, including, for any claimthe avoidance of doubt, loss or liability related to all Liabilities included in the Excluded Assets or the Excluded calculation of Current Liabilities, all of which, the Assignors shall remain obligated subject to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed adjustment as provided on Schedule 1.03in Section 2.02. (b) Notwithstanding any other provision of this Agreement, Purchaser shall not assume any Retained Liability. The term “Retained Liabilities” means the following Liabilities of the Company:

Assumption of Liabilities. Effective as As of the Closing Cutoff Date, Assignee will Drive shall assume the Assumed Liabilities, as set out in Schedule 1.1(b) hereto, and the Parties hereby confirm and agree that on and after the Cutoff Date, Drive shall assume all duties, obligations, and liabilities or claims against Auto related to paythe securitization transactions or the FCAR - Bank of America warehouse facility (excluding those duties, perform obligations and dischargeliabilities or claims arising under the Master Purchase Agreement dated March 30, 1999, as and when dueamended, among Auto, FirstCity Consumer Finance Corporation, and indemnify and hold each Assignor harmless from and againstFCAR Receivables L.L.C.); provided however, (x) each liability listed in Schedule 1.03that Drive shall not assume or otherwise be responsible for any obligations, (y) each obligation of each Assignor to be performed after known or unknown, contingent or direct, asserted or unasserted that arise before the Closing Cutoff Date with respect to the Assets securitization transactions or the FCAR - Bank of America warehouse facility, except as set forth in Schedule 1.1(b), nor any duties, obligations and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenantof, or for any claims for indemnification contained therein)nor against, to the extent and only to the extent that such liability is due to the actions of Assignee (Auto or any of Assignee's affiliatesits Affiliates (or their respective employees, representatives agents, officers, directors, trustees, representatives, subsidiaries, past or agents) after the Closing Date (collectivelypresent shareholders, the "Assumed Liabilities"or Affiliates or any predecessor entities). Assignee shall not assume, and shall not be obligated to payincluding, perform or dischargewithout limitation, any liability obligations to cure existing defaults (known or obligation of unknown or asserted or unasserted) and any Assignor other than the Assumed Liabilities (whether responsibility for any act, error or not omission related to the business of Auto or any of its Affiliates, or the Assets pertaining to the period prior to the Cutoff Date. The assumption of liabilities by Drive under this Section 2.4 shall not constitute a release by Auto or Business) (collectivelyits Affiliates of the duties, the "Excluded Liabilities")obligations, and shall not be obligated for any other claim, loss responsibilities of Auto or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus its Affiliates under the caption "Legal Proceedings" shall be Excluded Liabilities except to basic documents of the extent expressly assumed as provided on Schedule 1.03securitization transactions and the FCAR - Bank of America warehouse facility.

Assumption of Liabilities. Effective as Upon the sale and purchase of the Closing DateSubject Assets, Assignee will Buyer shall assume and agree to paypay or discharge when due in accordance with their respective terms all liabilities of Seller listed on Schedule 1.2(a) hereof which are outstanding at the time of the Closing and all liabilities and obligations incurred by Seller since the date hereof in the ordinary course of business and consistent with the terms of this Agreement and the Master Agreement which are outstanding at the time of the Closing, perform including all obligations that arise after Closing under any contracts included in the Subject Assets; provided, however, that Buyer shall not assume and dischargeshall not pay the following liabilities: (a) Liabilities incurred by Seller in connection with this Agreement and the transactions provided for herein, including, without limitation, accountant’s fees, any indemnification liabilities of the Seller that may arise under this Agreement or the Master Agreement and expenses pertaining to the performance by Seller of its obligations hereunder; (b) Taxes (as and when due, and indemnify and hold each Assignor harmless from and against, defined in Section 2.15 of the Master Agreement) of Seller (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor whether relating to be performed periods before or after the Closing Date transactions contemplated in this Agreement or incurred by Seller in connection with this Agreement and the transactions provided for herein), including any liability for Taxes arising out of the inclusion of Seller in any group filing consolidated, combined or unitary tax returns or arising out of any transferee liability; (c) Liabilities of Seller to its dissenting shareholders, if any, under the Pennsylvania Business Corporation Law; (d) Liabilities of Seller with respect to the Assets and the Assigned Contracts and (z) each any options, warrants, agreements or convertible or other liability rights to acquire any shares of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation its capital stock of any Assignor other than the Assumed class; (e) Liabilities in connection with or relating to all actions, suits, claims, proceedings, demands, assessments and judgments, costs, losses, liabilities, damages, deficiencies and expenses (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"arising out of third party claims), including, without limitation, interest, penalties, reasonable attorneys’ and shall not be obligated for accountants’ fees and all amounts paid in investigation, defense or settlement of any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other thingsprovided, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except however, that solely to the extent expressly the foregoing are fully covered by insurance transferred to the Buyer under Section 1.1, such liabilities shall be assumed by the Buyer; and (f) Liabilities incurred pursuant to actions taken, or actions not taken, that are inconsistent with the covenants set forth in Section 3.2 of the Master Agreement; and The liabilities to be assumed by Buyer under this Agreement are hereinafter sometimes referred to as provided on Schedule 1.03the “Liabilities” and the liabilities which are not assumed by Buyer under this Agreement are hereinafter sometimes referred to as the “Excluded Liabilities.” The assumption of said liabilities by any party hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith with any third party any of said liabilities.

Assumption of Liabilities. Effective a. Other than as set forth in this Agreement, New Operators do not assume or will not be liable for any debts, liabilities or obligations of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date Current Operators or with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), Facilities prior to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliatesCommencement Date, representatives or agents) after the Closing Date (collectivelyincluding, the "Assumed Liabilities"). Assignee shall but not assume, and shall not be obligated to pay, perform or dischargelimited to, any liability (i) liabilities or obligation obligations of any Assignor other than the Assumed Liabilities Current Operators to their creditors, members or managers, (whether ii) liabilities or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor obligations of Current Operators with respect to the BusinessContracts for the period prior to the Commencement Date, the Assets (iii) liabilities or obligations of Current Operators with respect to Rejected Contracts or Contracts not with a resident of a Facility or that are set forth on Schedule 7(b), (iv) liabilities or obligations of Current Operators for any federal, state, county or local taxes applicable to or assessed against Current Operators, Current Operators’ assets or business, or the Assigned ContractsProperty for periods prior to the Commencement Date, (v) Recapture, Penalties and Repairs, adjustment, overpayment, penalty, assessment or charge whatsoever with respect to any period prior to the Commencement Date; (vi) any contingent liabilities or obligations of Current Operators, whether known or unknown by Current Operators or New Operators, (vii) any services provided or costs incurred in connection with the management and operation of the Facilities before the Commencement Date, including any matters relating to cost reports, collections, audits, hearings or legal action arising therefrom; or (viii) any other liabilities resulting from any act or failure to act by Current Operators prior to the Commencement Date. b. Other than as set forth in this Agreement, Current Operators do not assume and will not be liable for any debts, liabilities or obligations of New Operators including, but not limited to, any (i) liabilities or obligations of New Operators to their creditors, members or managers, (ii) liabilities or obligations of New Operators with respect to Assumed Contracts for services rendered on or after the Commencement Date, (iii) liabilities or obligations of New Operators for any federal, state, county or local taxes applicable to or assessed against New Operators or the assets or business of New Operators, or for applicable to, incurred by and accrued or assessed against the Facilities on or after the Commencement Date, (iv) any claimcontingent liabilities or obligations of New Operators, loss whether known or liability related unknown by New Operators or Current Operators, or (v) any other liabilities resulting from any act or failure to act by New Operators on or after the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Commencement Date.

Assumption of Liabilities. Effective as Buyer shall assume, agree to perform, and discharge when due only those obligations of Seller arising out of the Closing Datecontracts, Assignee will assume leases and agree to pay, perform agreements listed on Schedules 7(j) and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x7(k) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets period from and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date date of this Agreement (collectively, the "Assumed Liabilities"). Assignee shall not assumeSeller and Buyer agree that, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities Liabilities, Buyer does not agree to assume and shall have no responsibility for any of the debts, obligations or liabilities of Seller (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), all of which shall remain the sole responsibility of and shall not be obligated paid and discharged by Seller as they become due. The Excluded Liabilities include without limitation all of the following: (a) Any tax liability or tax obligation of Seller, its directors, officers, shareholders and agents which has been or may be asserted by any taxing authority, including without limitation any such liability or obligation arising out of or in connection with this Agreement or the transactions contemplated hereby. (b) Any liability or obligation of Seller whether incurred prior to, at or subsequent to the date of this Agreement for any amounts due or which may become due to any person or entity who is or has been a holder of any debt or equity security of Seller. (c) Any trade account payable or note payable of Seller or any contract obligation of Seller (other than the Assumed Liabilities) whether incurred prior to, at or subsequent to the date of this Agreement. (d) Any liability or obligation arising out of any litigation, suit, proceeding, action, claim or investigation, at law or in equity or in arbitration, related to Seller's operation of the Business prior to the date of this Agreement. (e) Any claim, loss liability or liability relating to any actobligation, omission known or breach by any Assignor with respect to the Businessunknown, contingent or otherwise, the Assets existence of which is a breach of, or inconsistent with, any representation, warranty or covenant of Seller set forth in this Agreement. (f) Any liability or obligation specifically stated in this Agreement or the Assigned Contracts, or for any claim, loss or liability related Schedules hereto as not to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03by Buyer.

Assumption of Liabilities. Effective as (a) As of the Closing Date, Assignee will Buyer shall, without any further action on the part of Buyer or Seller, assume and agree to pay, perform and discharge, as and when dueindemnify, and indemnify defend and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets Seller and the Assigned Contracts and (z) other members of the BP Amoco Group harmless from, each other liability of each Assignor thereunder (including the following liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "”Assumed Liabilities")”): (i) all obligations, responsibilities, liabilities and expenses of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, caused by, arising from, incurred in connection with or relating in any way to the ownership of the Purchased Assets or the operation of the Alliance Refinery on or after the Closing Date. Assignee shall not assumeNotwithstanding the generality of the foregoing, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities shall include all obligations, responsibilities, liabilities and expenses of Seller and/or any other member of the BP Amoco Group caused by, arising from, incurred in connection with or relating in any way to any of the following, on or after the Closing Date: (whether A) The Alliance Refinery, the Refinery Real Property, the Inventories and the Personal Property; (B) All of the agreements, contracts, leases, permits or similar instruments, including, but not related limited to, easements, rights-of-way and other rights of access, constituting part of the Purchased Assets; (C) The Permits; (D) All accounts payable and accrued liabilities relating to goods and/or services to be provided to the Alliance Refinery on or after the Closing Date; and (E) The Transferred Employees (as defined in Section 11(c) below); and (ii) subject to Buyer's rights to indemnification set forth in Section 16(c) and subject to Sections 4(b)(vii) and 4(b)(viii) below, all obligations, responsibilities, liabilities and expenses caused by, arising from, incurred in connection with or relating in any way to the ownership of the Purchased Assets or Businessthe operation of the Alliance Refinery under, relating to or in compliance with Environmental, Health and Safety Laws (as defined below), irrespective of whether the events giving rise to such liabilities occurred prior to, on or after the Closing Date, including, without limitation, (A) any and all obligations, responsibilities, liabilities and expenses caused by, arising from, incurred in connection with or relating in any way to the existence of asbestos and lead-based paint at, on or within the Alliance Refinery, buildings and other improvements included in the Purchased Assets, including any incidental contamination resulting from the existence of asbestos or lead-based paint at, on or within the Purchased Assets (including, without limitation, the existence of lead-based chips at, on or within the Purchased Assets resulting from sandblasting or other maintenance, repairs or construction performed at the Purchased Assets) (collectively, the "Excluded Asbestos-Related Liabilities"); (B) any and all obligations, responsibilities, liabilities and shall expenses caused by, arising from, incurred in connection with or relating in any way to the matters disclosed (the "Disclosed Environmental Liabilities") in that certain Dames & ▇▇▇▇▇ report titled "Alliance Business Unit-Health, Safety and Environmental Assessment" and dated August 27, 1999, a copy of which previously has been provided to Buyer; and (C) any and all obligations, responsibilities, liabilities and expenses caused by, arising from, incurred in connection with or relating in any way to the matters which are the subject of the Wet Gas Scrubber Proposal (as defined below), including, but not be obligated for any other claimlimited to, loss those arising under or liability relating to any act, omission or breach by any Assignor with respect to Section 114 of the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Clean Air Act.

Assumption of Liabilities. Effective as of (a) At the Closing DateClosing, Assignee will Buyer shall assume and agree to pay, perform discharge or perform, as appropriate, only the following liabilities and dischargeobligations of Seller: (i) the liabilities under the Assumed Contracts (as defined in Section 3.17) solely to the extent arising and relating to periods from and after the Closing; and (ii) those other liabilities that are expressly set forth on attached Schedule 1.5; and (iii) the liabilities reflected on the Most Recent Balance Sheet, except items under “Current Liabilities” identified as “Accrued Pension,” “Credit Cards Payable,” “Telecommunication Taxes Payable” and “Due to Related Parties.” Except as expressly set forth in this Section 1.5(a), Buyer is not assuming any liabilities or obligations of, or related to, Seller or the Business, and Seller agrees to pay and discharge all such nonassumed liabilities and obligations as and when duethe same become due and payable. (b) Without limiting the foregoing, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty no event shall Buyer assume or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, incur any liability or obligation under this Section 1.5 or otherwise in respect of any Assignor of the following: (i) any liability or obligation under any Assumed Contract (as defined in Section 3.17) arising or relating to any period prior to the Closing, or any liability under any Assumed Contract where the Required Consent to the assignment thereof has not been obtained unless Buyer has designated such Required Consent as a post-closing item as to which Buyer is assuming the risk on the Required Consent; (ii) other than the Assumed Liabilities (as set forth on Schedule 1.5(b)(ii) any finance or equipment lease obligations, whether or not related to the Assets or Businessotherwise; (iii) any indebtedness, whether related to the Assets or otherwise; (collectivelyiv) any breach of contract, the "Excluded Liabilities")warranty, and shall not be obligated for any other product liability or similar claim, loss regardless of when made or liability relating asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Seller, or alleged to have been made by Seller, or which is imposed or asserted to be imposed by operation of law, in connection with any actservice performed or product designed, omission sold, or breach leased by or on behalf of Seller on or prior to the Closing Date except to the extent reserved on the Most Recent Balance Sheet; (v) any Assignor federal, state or local income or other tax (x) payable with respect to the Businessbusiness, assets, properties or operations of Seller for any period ending on or before the Assets or the Assigned ContractsClosing Date, or for (y) incident to or arising as a consequence of the consummation by Seller of this Agreement and the transactions contemplated hereby except as required to be paid by Buyer pursuant to Section 9.1 hereof; (vi) any claim, loss liability or liability related to obligation under or in connection with the Excluded Assets Assets; (vii) any liability or the Excluded Liabilitiesobligation to any employees, all agents or independent contractors of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus Seller or under the caption "Legal Proceedings" shall be Excluded Liabilities any benefit arrangement with respect thereto; (viii) except to the extent expressly assumed as provided reserved on Schedule 1.03.the Most Recent Balance Sheet; any customer claims, charge-backs, or other related liability or obligation attributable to periods and arising from sales of goods or services occurring prior to the Closing Date;

Assumption of Liabilities. Effective as of (a) Upon the terms and subject to the conditions set forth in this Purchase Agreement, on the Closing Date, Assignee will assume and agree to Transferee shall pay, perform perform, and discharge, as and discharge when due, all the liabilities, obligations and indemnify commitments, subject to the provisions of Section 2.2(b), relating to the Business and hold the Facilities, other than the Retained Liabilities, in each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor case that relate to be performed or first occur on or after the Closing Date with respect Date, (collectively, “Assumed Liabilities”), which Assumed Liabilities include: (i) all obligations and liabilities under the Assumed Contracts; (ii) all liabilities under the terms of the Permits; (iii) all pro-rated items specified in Section 3.4 attributable to the Transferee; (iv) all other liabilities arising out of the conduct or the operation of the Business from and after the Closing, in each case, that are not Retained Liabilities. (b) Except for the Assumed Liabilities, Transferor shall retain all of its liabilities and obligations of any kind or nature, at any time existing or asserted, whether or not accrued, whether fixed, contingent or otherwise, whether known or unknown, arising out of and by reason of the ownership or operation of the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), Facilities prior to the Closing Date. Except to the extent expressly and only unambiguously expressed herein to the contrary, Transferee is not the successor to liability of Transferor and is not herein assuming any liability or detriment from, arising from, out of, or relating to, Transferor’s ownership of the Assets, the Facilities or any activity of Transferor prior to the Closing Date or conduct of Transferor after the Closing Date. Transferee does not and shall not assume (except to the extent that included in Assumed Liabilities) any payable of Transferor, governmental claim or charge, liability of any governmental claim or charge, liability for any general liability, malpractice, professional liability, resident rights violations, or violation of employee rights or contracts, whether such liability is due claims arise in law, equity, tort, contract, statute, common law, or from any other source or precedent, arising from or related to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after period prior to the Closing Date Date. (c) Without limiting the generality of Section 2.2(b), Transferor shall retain, and Transferee shall not assume the following (collectively, the "“Retained Liabilities”): (i) Medicaid and/or Medicare liabilities for the period prior to the Closing Date, all of which Transferor agrees to satisfy in full as and when due upon expiration of any applicable period for the contesting or appeal of such liabilities; (ii) accrued expenses which were incurred prior to the Closing Date; (iii) liabilities or obligations of Transferor arising out of or based upon Transferor’s ownership and operation of the Facilities prior to the Closing Date; (iv) liabilities or obligations of Transferor under any Contracts that are not Assumed Liabilities"Contracts; (v) liabilities or obligations of Transferor under any Assumed Contracts for periods occurring prior to the Closing Date; (vi) liabilities, obligations, recoupments or Recapture Claims relating to any Governmental Entity (including, without limitation, CMS and the U.S. Office of Inspector General). Assignee shall not assume, UPIC audit, RAC, ZPIC, or MAC audits as well as any and shall not be obligated all investigations from a Governmental Entity (including, without limitation, the CMS and the U.S. Office of Inspector General) or any entity acting with the authority of the foregoing or by a whistleblower or other private citizen claiming a violation of a healthcare related statute or a violation of the Medicare, Medicaid or other third party payor agreement, in each case for the period prior to paythe Closing Date, perform or discharge, including any liability or obligation of relating to any Assignor other than the Assumed Liabilities Stimulus/Relief Funds (whether or not related to the Assets or Businessas defined below) received by Transferor (collectively, the "Excluded Liabilities"“Recoupments”), and shall not be obligated for any other claim, loss ; (vii) liabilities or liability obligations relating to or arising from any act, omission Pre-Closing Imposition; Pre-Closing Imposition; (viii) capital repairs or breach by any Assignor with respect physical improvements required to the Business, the Assets remove or the Assigned Contracts, resolve a (ix) liabilities or for any claim, loss obligations of Transferor arising out of or liability related to based upon Transferor’s ownership and operation of the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.Assets; and

Assumption of Liabilities. Effective as of the Closing DateEffective Time, Assignee will assume hereby assumes and agree agrees faithfully to pay, perform and dischargefulfill all the Assignor Liabilities (as defined below), in accordance with their respective terms. Thereafter, Assignee shall be responsible for all Assignor Liabilities held by Assignor, regardless of when or where such Liabilities (as and when duedefined below) arose or arise, or whether the facts on which they are based occurred prior to, on or after the date hereof, regardless of where or against whom such Liabilities are asserted or determined (including any Assignor Liabilities arising out of claims made by Assignor’s or Assignee’s respective directors, officers, consultants, independent contractors, employees or agents against Assignor or Assignee or their respective affiliates) or whether asserted or determined prior to the date hereof, and indemnify and hold each regardless of whether arising from or alleged to arise from negligence, recklessness, violation of law, misrepresentation by Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliatestheir respective directors, representatives officers, employees or agents. (a) after the Closing Date As used in this Agreement “Liabilities” means all debts, liabilities, guarantees, assurances, commitments and obligations, whether fixed, contingent or absolute, asserted or unasserted, matured or unmatured, liquidated or unliquidated, accrued or not accrued, known or unknown, due or to become due, whenever or however arising (collectivelyincluding, the "Assumed Liabilities"). Assignee shall not assumewithout limitation, and shall not be obligated to pay, perform or discharge, any liability or obligation whether arising out of any contract or tort based on negligence or strict liability) and whether or not the same would be required by generally accepted principles and accounting policies to be reflected in financial statements or disclosed in the notes thereto. (b) As used in this Agreement “Assignor Liabilities” shall mean (without duplication) the following Liabilities other than the Assumed Excluded Liabilities set forth on Exhibit B: (i) all Liabilities reflected in the Assignor Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the Assignor Balance Sheet; (ii) all Liabilities of Assignor or its subsidiaries that arose after the date of the Assignor Balance Sheet that would be reflected in the balance sheet of Assignor as of the Effective Time if such balance sheet was prepared using the same principles and accounting policies under which the Assignor Balance Sheet was prepared; (iii) all Liabilities that should have been reflected in the Assignor Balance Sheet as of the Effective Time but are not reflected in the Assignor Balance Sheet for any reason; (iv) all Assignor Contingent Liabilities (as defined below); (v) all Liabilities, whether arising before, on or after the Effective Time, substantially or exclusively relating to, arising out of or resulting from: (1) the operation of Assignor’s business, as conducted at any time prior to the Effective Time (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not related such act or failure to act is or was within such person’s authority)); (2) the Assets operation of any business conducted by Assignee at any time after the Effective Time (including any Liability relating to, arising out of or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for resulting from any other claim, loss act or liability relating failure to any act, omission or breach act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such person’s authority)); or (3) any Assignor Assets; (vi) outstanding indebtedness of Assignor as set forth on the Assignor Balance Sheet; (vii) all other Liabilities of Assignor with respect to any matter occurring prior to the BusinessEffective Time including, without limitation, Liabilities relating to any acts of fraud, deceit, misrepresentations to third parties or indebtedness not reflected on the Assets Assignor Balance Sheet; and (vii) all Liabilities that are expressly contemplated by this Agreement or the Assigned ContractsSplit-Off Agreement as Liabilities to be assumed by Assignee, or for any claimand all agreements, loss or liability related to the Excluded Assets or the Excluded Liabilities, all obligations and Liabilities of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03this Agreement.

Assumption of Liabilities. Effective as of At the Closing DateClosing, Assignee will the Buyer shall assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, all liabilities (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities") of the Sellers arising out of or relating primarily to the business of each such Seller (including but not limited to claims, actions, Proceedings and liabilities for product warranty, breach of contract, breach of warranty, tort or infringement), except the Excluded Liabilities. Assignee The Buyer shall not assume, and shall not be obligated to pay, perform assume any liabilities or discharge, any liability or obligation obligations of any Assignor other than the Assumed Liabilities Seller of any nature known or unknown, fixed, contingent or otherwise of each such Seller (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"): (a) for any Environmental, Health and Safety Liabilities resulting from the ownership, operation or condition of the Facilities, or with respect to any site to which Hazardous Materials generated by any Seller were transported, or for any liabilities or obligations resulting from any Hazardous Activity conducted by any Seller, (b) for any Taxes resulting from the conduct of the business of the Sellers, including all Taxes on Real Property, except such Taxes on Real Property as are accrued and reflected on the face of the Closing Balance Sheet, (c) for any violation by any Seller of any Legal Requirement, (d) to any retired or other former employees of any Seller including but not limited to pension payments to ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ ($1,226 per month plus COLA), ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ($335 per month), ▇▇▇▇▇ Held ($35 per month) and shall not be obligated for any other claim, loss ▇▇▇▇ ▇▇▇▇ ($800 per month) or liability relating to any act, omission or breach by any Assignor with respect to the Businessnote payable to ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ in the principal amount of $120,000 due October 2007, the Assets (e) under any Plans maintained at any time by any Seller or the Assigned Contractsto which or in which any Seller contributes or participates, or relating to any termination of any such Plan, (f) for any liabilities or obligations of any Seller arising under this Agreement, including without limitation, for any obligations arising under Section 6.2 hereof, for any breach of any representation or warranty made by any Seller contained herein or for any claimother breach hereof, loss and (g) for any liabilities (other than such liabilities described in (a) through (f) above) of which the Sellers have Knowledge on or liability related prior to the Excluded Assets Closing Date and which are not reflected on the face of the Closing Balance Sheet or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under notes thereto, or in the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Disclosure Letter.

Assumption of Liabilities. Effective Upon the sale and purchase of the Subject Assets, with the exception of those matters listed in Schedule 1.2 hereto (the “Assumed Liabilities”), Buyer shall not assume and shall not be liable for any debt, obligation, responsibility or liability of Seller, or any Affiliate (as defined below), or any claim against any of the foregoing or against the Subject Assets of the Business arising prior to Closing, whether known or unknown, contingent or absolute, asserted or unasserted, or otherwise. Without limiting the foregoing sentence, Buyer shall have no responsibility with respect to the following, whether or not disclosed in the Base Balance Sheet or a Schedule, including without limitation: (i) any liabilities and obligations related to or arising from the transactions with any officer, director or shareholder of Seller or any person or organization controlled by, controlling, or under common control with any of them (an “Affiliate”); (ii) liabilities and obligations for taxes of any kind, including taxes related to or arising solely from the transfers contemplated hereby, which transfer taxes shall be the responsibility of Seller, provided, ad valorem property taxes due on the Subject Assets (or under any real or personal property lease) shall be prorated among Buyer and Seller based upon the number of days in the taxable period to which such ad valorem property taxes apply that each party owns the Subject Assets; (iii) liabilities and obligations of Seller for damage or injury to person or property, including, without limitation, injuries to employees; (iv) liabilities and obligations to employees of Seller, whether for accident, disability, or workers compensation insurance or benefits, benefits under employee benefit plans, or obligations related to or resulting from severance of employment by Seller; (v) workmen’s liens on any of the Subject Assets; (vi) liabilities incurred by Seller or Shareholder in connection with this Agreement and the transactions provided for herein, including counsel, broker and accountant’s fees, filing fees, transfer and other taxes, and expenses pertaining to Seller’s liquidation or the performance by Seller of its obligations hereunder; (vii) liabilities of Seller related to environmental matters, including without limitation, liabilities associated with any disposal or use of hazardous materials or substances under Federal (including CERCLA) or state laws, common law or otherwise; (viii) liabilities of Seller related to the Occupational Safety and Health Act (“OSHA”), or any other similarly applicable state law, and liabilities for healthcare expenses incurred prior to Closing; (ix) liabilities of Seller with respect to any options, warrants, agreements or convertible or other rights to acquire any shares of its capital stock of any class or under any benefit plans; (x) liabilities of Seller regarding any products manufactured or distributed by Seller prior to the Closing Date; and (xi) any other liabilities arising out of facts or circumstances existing prior to the Closing Date or the operation of Seller’s Business prior to the Closing Date, Assignee will assume save and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03extent, if any, included within the Assumed Liabilities.

Assumption of Liabilities. Effective Designated Subsidiary hereby assumes, and Buyer shall cause Designated Subsidiary to pay or discharge when due, all debts, obligations, and liabilities of Seller reflected and accrued on the Base Balance Sheet or incurred and accrued after the date of the Base Balance Sheet in the ordinary course of business and all other debts, obligations, and liabilities of Seller specifically listed in the Seller's Disclosure Schedule described in Section 3.1; provided, however, that Designated Subsidiary does not assume, and Buyer shall have no obligation to cause Designated Subsidiary to pay or discharge when due, any debts, obligations, or liabilities of Seller (a) that are listed on Schedule 1.2 hereto, (b) that are in existence on the date of the Base Balance Sheet and do not appear thereon or in the Seller's Disclosure Schedule, (c) that arise under agreements and commitments that have not been assigned to Designated Subsidiary pursuant to this Agreement, (d) the existence of which would conflict with or constitute a breach of any representation, warranty, covenant, or agreement made by Seller in this Agreement, except to the extent disclosed in the Seller's Disclosure Schedule, (e) that arise in connection with lawsuits, which are not reflected in the Base Balance Sheet or as of described in Seller's Disclosure Schedule, brought against Seller based on any circumstances that occurred on or prior to the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (xf) each liability listed in Schedule 1.03, (y) each obligation that arise by reason of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein)default, to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contractsbreach, or for penalty of or by Seller under any claimagreement or commitment, loss which are not reflected in the Base Balance Sheet or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters as described in the Prospectus under Seller's Disclosure Schedule, (g) that relate to any federal, state, or local income, sales, personal property, transfer, or other taxes, if any, which may be imposed on Seller or the caption "Legal Proceedings" shall be Excluded Liabilities except to MTL Partners in connection with the extent expressly assumed as provided on Schedule 1.03transactions contemplated by this Agreement or the liquidation and dissolution of Seller, or (h) that arise in connection with negotiating the terms of this Agreement, effecting the transactions contemplated by this Agreement, and liquidating or dissolving Seller, including the fees and expenses of Seller's legal counsel, accountants, and other consultants and advisers.

Assumption of Liabilities. Effective as of (a) Subject to the Closing Dateterms and conditions set forth in this Agreement, Assignee will Purchaser shall, at the Closing, assume and agree to shall pay, perform perform, satisfy and discharge, as and discharge when due, and Purchaser shall hold harmless and indemnify Seller and hold each Assignor harmless its Affiliates from and against, (x) each liability listed in Schedule 1.03, (y) each obligation the following Liabilities of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date Vuforia Business (collectively, the "Assumed Liabilities"): (i) all Liabilities reflected or reserved for on the Vuforia Balance Sheet; (ii) all Liabilities arising out of or relating to the Transferred Contracts; (iii) all Liabilities with respect to product warranties and service obligations arising out of or relating to the operations of the Vuforia Business, or any products manufactured, sold or distributed on behalf of the Vuforia Business, on or after the Closing; (iv) all liabilities related to the Swiss Subsidiary and the ownership of the capital shares, stock or similar ownership rights of the Swiss Subsidiary, arising on or after the Closing; (v) all Liabilities relating to the Vuforia Business Employees that become employees of Purchaser or any of its Affiliates at Closing, pursuant to applicable law or pursuant to Section 7 of this Agreement, regardless of when such Liabilities arose, including but not limited to all Liabilities (i) based on any act or omission of Purchaser or one of its Affiliates (including claims for wrongful or unfair termination or dismissal, advance notice and/or severance) or (ii) arising out of or resulting from Purchaser's or its Affiliates' failure to comply with the covenants in Section 7 of this Agreement; (vi) all Liabilities relating to the Vuforia U.S. Employees for any Employment Loss under the WARN Act arising out of or resulting from Purchaser's or its Affiliates' failure to comply with the covenants in Section 7 of this Agreement; (vii) all Liabilities for accounts payable for goods and services received or rendered by or on behalf of the Vuforia Business prior to the Closing Date; and (viii) all Liabilities for Taxes attributable to the Vuforia Business and the Purchased Assets (A) for periods other than the Pre-Closing Tax Periods, (B) described in Section 6.7(a). Assignee , or (C) arising from a breach by Purchaser, its Affiliates and/or its Representatives of its obligations in Section 6.7(b). (b) Seller shall not assumeretain, and shall be responsible for paying, performing, satisfying and discharging when due, and Purchaser shall not be obligated to payassume or have any responsibility for, perform or discharge, any liability or obligation the following Liabilities of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) Seller (collectively, the "Excluded Liabilities"): 3 (i) all Taxes not described in Section 1.3(a)(viii) that are (x) now or hereafter owed by Seller or any Affiliate of Seller (other than the Swiss Subsidiary), and shall not be obligated for any other claim, loss or liability attributable to the Purchased Assets or the Vuforia Business relating to any act, omission Pre-Closing Tax Period or breach by any Assignor (y) of the Swiss Subsidiary (1) with respect to any Taxable period (or portion thereof, determined in a manner consistent with Section 1.3(c) hereof) ending on or before the BusinessClosing Date, (2) resulting from or attributable to the Assets or consummation of the Assigned Contractstransactions contemplated by this Agreement, or (3) for any claimTaxes of any other Person imposed on the Swiss Subsidiary as a transferee or successor, loss by contract or liability related pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing; (ii) all Liabilities to the extent relating exclusively to the Excluded Assets or and (iii) all Liabilities relating to the Excluded Liabilities, all matters set forth on Part 3.18 of whichthe Disclosure Schedule. (c) In the case of any Straddle Period, the Assignors amount of any Taxes based on or measured by income, receipts or payroll for the Pre-Closing Tax Period shall remain obligated be determined based on an interim closing of the books as of the close of the Closing Date, and the amount of other Taxes that relates to pay, perform and discharge and the Pre-Closing Tax Period shall be deemed to indemnify and hold Assignee harmless against. Without limiting be an amount of such Tax for the foregoing, among other things, all liabilities arising entire period multiplied by a fraction the numerator of which is the number of days from the matters described beginning of the Straddle Period through and including the Closing Date and the denominator of which is the number of days in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Straddle Period.

Assumption of Liabilities. Effective as Upon the sale and purchase of the Closing DatePurchased Assets, Assignee will the Buyer shall assume and agree to pay, perform and discharge, as and pay or discharge when due, and indemnify and hold each Assignor harmless due only those liabilities incurred in the operation of the Division's business from and against, (x) each liability listed in Schedule 1.03, (y) each obligation after the Closing Date and those liabilities and obligations of each Assignor Seller which are to be performed after the Closing Date with respect which are specifically set forth and described on Schedule 1.2. The liabilities to be assumed by the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), Buyer under this Agreement are hereinafter sometimes referred to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, as the "Assumed Liabilities"). Assignee ." Except as otherwise specifically provided in this Section 1.2, (a) Buyer shall not assumeassume or be liable for any obligation or liability of Seller, of any kind or nature, known, unknown, contingent or otherwise, including without limitation: (i) any liability of Seller incurred in connection with this Agreement and the transactions provided for herein, including brokerage, accounting and counsel fees, transfer and other taxes, and shall not be obligated expenses pertaining to payits liquidation or the performance by Seller of its obligations hereunder, perform or discharge, (ii) any liability or obligation of Seller arising out of any Assignor contract or agreement, (iii) any obligations to Seller's employees, including without limitation, any pension, retirement, profit-sharing plan or trust, or any severance payments (iv) any litigation, proceeding, claim by any person or entity or other than obligation of Seller relating to the Assumed Liabilities (business or operations of the Division or otherwise relating to the Purchased Assets prior to the Closing Date, whether or not related such litigation, proceeding, claim or obligation is pending, threatened, or asserted before, on, or after the Closing Date, (v) taxes whether relating to periods before or after the Assets or BusinessClosing Date, and (vi) any obligations under any law, including but not limited to antitrust, civil rights, health, safety, labor, discrimination and environmental laws; and (collectively, the "Excluded Liabilities")b) Seller shall be solely responsible for, and shall discharge, any and all liabilities and obligations of Seller not included within the Assumed Liabilities. The parties agree that Seller's obligations and liabilities are exclusive of and do not include any liabilities or obligations arising out of the operations of the Division and the use of the Purchased Assets from and after the Closing as such liabilities and obligations shall be obligated those of the Buyer. The assumption of any Assumed Liabilities by the Buyer hereunder shall be treated as independent of its existing business and shall not enlarge any rights of third parties under contracts or arrangements with the Buyer or Seller. Nothing herein shall prevent the Buyer from contesting in good faith any of the Assumed Liabilities. In connection with clause (iii) above, Seller further agrees that it will be responsible for any other claim, loss or liability relating severance payable to any actof the Division's employees who are terminated by Buyer within sixty (60) days of the Closing, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except but only to the extent expressly assumed of Seller's severance policy obligations as provided on Schedule 1.03.in existence immediately prior to the Closing or as may be required of Seller by law. 1.3

Assumption of Liabilities. Effective as (a) Pursuant to the terms of this Agreement, Buyer (either directly or through a Buyer Bank Subsidiary) shall assume at the Close of Business on the Closing Date all of the Closing Dateliabilities or obligations of any kind of Seller (whether absolute, Assignee will assume and agree to paycontingent, perform and dischargeaccrued, as and when dueasserted or unasserted, and indemnify and hold each Assignor harmless known or unknown, or otherwise) from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to or arising under or in connection with any or each of the Assets and the Assigned Contracts and following (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), except to the extent and only to included in the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliatesExcluded Liabilities, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"): (i) the Assumed Deposits; (ii) the Assets; (iii) all liabilities and obligations of Seller and its Affiliates relating to Transferred Employees specifically assumed by Buyer pursuant to Section 8.3 of this Agreement; and (iv) any Miscellaneous Liabilities, Accrued Interest and any FAS 91 Fees, earned, unbilled and unearned, or unamortized fees from the Business, in each case which are not otherwise deducted in determining the Net Book Value of any Asset. More generally, all periodic fees or charges must be shared on proportionate basis as of the Closing Date in accordance with Section 2.6. (b) Except for the Liabilities expressly set forth in Section 2.2(a). Assignee , Buyer is not assuming, and expressly shall not assume, have no obligation with respect to (and shall not assume or be obligated deemed to pay, perform or dischargeassume), any liability or obligation of Seller of any Assignor other than nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown (collectively, "Contingent Liabilities"), (i) relating to or arising under or in connection with any Excluded Asset, (ii) existing at the Assumed Liabilities time of or arising out of or relating to acts, events or omissions to act that occurred prior to the Closing Date, or (iii) relating to or arising under any earnout payments or similar amounts (whether under Section 2.1(c) of the Merger Agreement, or otherwise) due or owing by or in respect of ▇▇▇▇▇ ▇▇▇▇▇ with respect to which there is not related any accrual on the books of ▇▇▇▇▇ ▇▇▇▇▇ as of the Closing Date (which payment shall be made by Seller on behalf of ▇▇▇▇▇ ▇▇▇▇▇ when due), it being understood that, in each case, Seller shall remain and be solely and exclusively liable with regard to the Assets or Business) such liabilities and obligations (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as of At the Closing Datehereunder and except as otherwise specifically provided in this SECTION 1.4, Assignee will the Purchaser shall assume and agree to pay, perform and dischargedischarge or perform, as appropriate, the following liabilities and when dueobligations of the Seller and Cephalon (the "ASSUMED LIABILITIES"): (a) all obligations of the Seller or Cephalon, and indemnify and hold each Assignor harmless from and againstas applicable, (x) each liability listed under the contracts, agreements, leases or arrangements specified in Schedule 1.03, (y1.1(a)(iv) each obligation of each Assignor to be performed at or after the Closing Date; (b) all obligations of the Seller, if any, accruing at or after the Closing Date with respect to under the Assets and the Assigned Contracts and Facilities Leases; (zc) each other liability all obligations of each Assignor thereunder (including liabilities for any breach of a representationCephalon, warranty if any, accruing at or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date under the Equipment Leases to the extent the Purchaser has assumed such Equipment Leases; and (collectivelyd) sales and use tax liability resulting from the sale or arising after the sale of the Purchased Assets regardless of which party hereto may be deemed by law to bear responsibility for payment of such taxes. In no event, however, shall the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform Purchaser assume or discharge, incur any liability or obligation under this SECTION 1.4 or otherwise in respect of any Assignor other than of the Assumed Liabilities following: [*] Confidential information has been omitted and filed separately with the Commission. (whether i) any federal, state or not related local income taxes charged, assessed or payable by the Seller (or any member of any affiliated group of which the Seller is a member), including without limitation such income taxes incident to or arising as a consequence of the negotiation or consummation by the Seller (or any member of any affiliated group of which the Seller is a member) of this Agreement and the transactions contemplated hereby; (ii) any sales, use, excise, franchise, personal or real property taxes or any similar taxes, fees or governmental charges attributable to events or periods prior to the Assets Closing Date; (iii) any liability or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss obligation arising from or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or any events, acts or omissions by the Excluded Seller prior to the Closing Date (other than the Assumed Liabilities), all including without limitation, any liability or obligation arising from or related to the environmental condition of whichthe Facilities prior to the Closing Date; or (iv) any liability or obligation related to any employees of the Seller, or under any benefit arrangement of the Assignors shall remain obligated to paySeller with respect thereto, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other thingsincluding without limitation, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except for pay, wages, salaries, unemployment compensation and insurance, employee benefits, and contributions to the extent expressly assumed as provided on Schedule 1.03employee benefit plans, however classified.

Assumption of Liabilities. Effective as of Upon the Closing DateClosing, Assignee each Purchaser will assume its respective Proportionate Share of, and agree to will pay, perform and discharge, as and discharge when due, and indemnify and hold due (in accordance with each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained thereinPurchaser's Proportionate Share), all of Seller's obligations and liabilities of any kind or nature whatsoever related to, arising from or associated with any of the following to the extent and only relating to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliatesthe Purchased Assets, representatives or agents) after except for the Closing Date Excluded Liabilities (in respect of each Purchaser, as to its respective Proportionate Share, collectively, the "Assumed Liabilities"). Assignee shall not assume): (a) Except for the payment obligations prorated to Seller under Section 3.4, all liabilities and obligations under all contracts, agreements, arrangements, commitments, undertakings, and shall not be obligated licenses assigned to paya Purchaser under this Agreement, perform including the Generation Facility Contracts and the Transferable Permits, except in each case to the extent such liabilities and obligations, but for a material breach or dischargedefault by Seller or a related waiver or extension obtained by Seller, any liability would have been paid, performed or obligation otherwise discharged on or prior to the Closing Date or to the extent the same arise out of any Assignor other than such material breach or default by Seller or obtained related waiver or extension obtained by Seller; provided that, for purposes of the Assumed Liabilities foregoing, no such breach, default, waiver or extension shall include or consist of any such breach, default, waiver or extension that is or has been also engaged in, obtained by or agreed to by the STP Owners in common or by the Operating Agent acting on behalf of any STP Owner, including Seller; (b) All liabilities or obligations of Seller arising under or relating to the following: (i) the costs for corrective actions associated with any violation or alleged violation of Environmental Laws with respect to the ownership, lease, maintenance or operation of any of the Purchased Assets, on or after the Closing Date, regardless of when events giving rise to corrective action occurred; (ii) any fines or penalties arising in connection with any violation or alleged violation of Environmental Laws with respect to the ownership, lease, maintenance or operation of any of the Purchased Assets, on or after the Closing Date; (iii) loss of life, injury to Persons or property or damage to natural resources (whether or not related such loss, injury or damage arose or was made manifest before the Closing Date or arises or becomes manifest on or after the Closing Date), in each case caused (or allegedly caused) by any Environmental Condition or the presence or Release of Hazardous Substances at, on, in, under, or migrating from or to any of the Purchased Assets prior to, on or after the Closing Date, including any Environmental Condition or Hazardous Substances contained in building materials at any of the Purchased Assets (or in environmental media at adjacent properties to the extent that such Hazardous Substances have migrated from the Purchased Assets) or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at any of the Purchased Assets (or in environmental media at adjacent properties to the extent that such Hazardous Substances have migrated from the Purchased Assets); and (iv) the investigation or Remediation (whether or not such investigation or Remediation commenced before the Closing Date or commences on or after the Closing Date) of any Environmental Condition or Hazardous Substances that are present or have been Released prior to, on or after the Closing Date at, on, in, under or migrating from or to any of the Purchased Assets or Businessin the soil, surface water, sediments, groundwater, landfill cells or in other environmental media at the Purchased Assets (or in environmental media at adjacent properties to the extent that such Hazardous Substances have migrated from the Purchased Assets); provided that nothing set forth in this Section 2.3(b) shall require a Purchaser to assume any liabilities or obligations that are Excluded Liabilities pursuant to Section 2.4(h) or Section 2.4(i); (collectivelyc) Any liabilities or obligations of Seller in respect of Decommissioning and the Decommissioning costs related thereto, whether arising prior to, on or after the "Excluded Liabilities")Closing Date; (d) Subject to the proration provisions of Section 3.4, all liabilities and shall not be obligated obligations for any other claimDepartment of Energy Decommissioning and Decontamination Fees due and payable on or after the Closing Date and any additional Decommissioning and Decontamination Fees that become effective on or after the Closing Date, loss or liability relating to any act, omission or breach by any Assignor whether assessed with respect to any period occurring prior to, on or after the BusinessClosing Date; (e) Other than the liabilities and obligations of Seller in respect of Decommissioning, which are addressed in Section 2.3(c) or in respect of Decommissioning and Decontamination Fees which are addressed in Section 2.3(d), all liabilities and obligations of Seller arising under or relating to Nuclear Laws, and all liabilities and obligations of Seller arising under or relating to Nuclear Materials or any claim in respect thereof, whether based on Nuclear Laws, Environmental Laws, common law or otherwise (including liabilities and obligations for Department of Energy Decommissioning and Decontamination Fees due for periods following the Assets Closing), whether such liabilities or obligations are known or unknown, contingent or accrued, in each case, arising or occurring prior to, on or after the Assigned ContractsClosing Date, including: (i) all asserted or unasserted liabilities or obligations to third parties (including employees of the Operating Agent) for personal injury or tort, or any other theory of liability, arising out of the ownership, lease, maintenance or operation of any of the Purchased Assets prior to, on or after the Closing Date; (ii) all liabilities and obligations arising out of or resulting from the transportation, treatment, storage or disposal of any Nuclear Materials; and (iii) all liabilities and obligations arising out of or resulting from a "nuclear incident" or "precautionary evacuation" (as such terms are defined in the Atomic Energy Act) at the Generation Facility, or any other licensed nuclear reactor site in the United States, or in the course of the transportation of Nuclear Materials to or from the Generation Facility, or any other such site prior to, on or after the Closing Date, together with any and all liabilities for deferred premiums assessed in connection with such a nuclear incident or precautionary evacuation under any claimapplicable NRC or industry retrospective rating plan or insurance policy, loss including any mutual insurance pools established in compliance with the requirements imposed under Section 170 of the Atomic Energy Act and 10 C.F.R. Part 140 or liability related 10 C.F.R. ss. 50.54(w) and, subject to Section 3.4, all liabilities and obligations of Seller for retrospective premium obligations under the Generation Facility Insurance Policies; (f) Any and all liabilities and obligations respecting any changes or improvements needed to the Excluded Assets Purchased Assets, if any, for them to be in material compliance with respect to safety, building, fire, land use, access (including the Americans With Disabilities Act) or similar Laws respecting the Excluded Liabilities, all physical condition of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Purchased Assets; (g) Without limiting the foregoingrepresentations and warranties of Seller contained herein or a Purchaser's rights for a breach thereof, among any and all liabilities, obligations, claims, fines, penalties and expenses not otherwise enumerated above which in any way arise out of or are related to or associated with the ownership, possession, use or operation of any of the Purchased Assets before or after the Closing, including any of the foregoing arising out of or resulting from any change in Law or decision or order of any Governmental Authority; and (h) All other things, all liabilities arising from or obligations expressly allocated to a Purchaser in this Agreement or in any of the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Ancillary Agreements.

Assumption of Liabilities. Without limiting the Company’s rights to indemnity under Section 6.1, from and after the Closing the Company assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all of the obligations and liabilities of Contributor, known or unknown, with respect to the Contributed Assets, regardless of whether such obligations or liabilities arose prior to, on or after the Effective Date, including but not limited to obligations to (a) furnish makeup gas and/or settle imbalances according to the terms of applicable gas sales, processing, gathering or transportation contracts, and to satisfy all other obligations relating to future delivery/payment obligations and/or imbalances, (b) pay working interests, royalties, overriding royalties and other interests held in suspense, (c) properly plug and abandon any and all w▇▇▇▇, including inactive w▇▇▇▇ or temporarily abandoned w▇▇▇▇, drilled on the Leases or otherwise pursuant to the Contributed Assets, (d) replug any well, wellbore, or previously plugged well on the Leases to the extent required or necessary, (e) dismantle or decommission and remove any equipment, structures, materials, platforms, flowlines, and property of whatever kind related to or associated with operations and activities conducted on the Oil and Gas Properties or otherwise pursuant to the Contributed Assets, (f) clean up, restore and/or remediate the premises covered by or related to the Contributed Assets in accordance with applicable agreements and Laws, (g) perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and related contracts, or as required by Laws and (h) the liabilities set forth on Schedule 4.5 (all of said obligations and liabilities, subject to the exclusions below, herein being referred to as the “Assumed Liabilities”); provided, however, that the Company does not assume any obligations or liabilities of Contributor (collectively, “Retained Liabilities”) to the extent that they are: (i) attributable to or arise out of the ownership, use or operation of the Retained Assets by Contributor or an Affiliate of Contributor; (ii) the continuing responsibility of the Contributor under Sections 7.1 and 7.3 or obligations and liabilities for which Contributor (subject to the limitations of Section 6.4) is required to indemnify the Company under Section 6.1; (iii) third party claims for payment of any rentals, royalties, excess royalty, overriding royalty interests, production payments, and other payments due and/or payable by Contributor to mineral and royalty holders and other interest owners on or prior to the Effective Date under or with respect to the Contributed Assets and the Hydrocarbons produced therefrom or attributable thereto, except to the extent of any loss of title, Title Defect or other title defect arising from the Company’s failure to properly or timely make payments that are (A) held in suspense as of the Closing, (B) included in the Contributed Assets and (C) disclosed on Schedule 4.14; or (iv) liabilities or obligations, known or unknown, with respect to the Contributed Assets arising prior to the Effective Date (except for Title Defects or Environmental Defects); provided, however, Contributor’s responsibility and retention of liability with respect to liabilities and obligations under this clause (iv) that have not been paid or subject to a Claim as of the second anniversary of the Closing Date, Assignee will assume and agree to paythe classification thereof as Retained Liabilities, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation shall terminate on the second anniversary of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Date.

Assumption of Liabilities. Effective as Upon the terms and subject to the conditions contained herein: (a) At the Final Closing, the Company shall assume and thereafter pay, discharge, perform or otherwise satisfy in accordance with their respective terms and be responsible for the liabilities and obligations of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, Sellers listed on Schedule 2.3 hereto (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee Each of the Sellers shall not assumeremain liable for, and shall not be obligated to payhold the Company harmless against, perform or discharge, any liability or obligation all of any Assignor their respective liabilities other than the Assumed Liabilities and for the other liabilities indemnified herein (whether or not related e.g. liabilities under the Sony Agreement arising prior to the Assets Final Closing or Business) (collectivelyunder the Network Production Agreement even though assumed by Buyers). Except for the Assumed Liabilities, the "Excluded Liabilities"), Company does not assume and shall not be obligated liable or responsible for any other claimliabilities or obligations of either Seller or any of its predecessors, loss constituent partners, joint venturers, Related Persons or liability relating to Affiliates, whether now or hereafter due, including liabilities or obligations incurred in connection with, in any actway arising out of, omission or breach by any Assignor with respect to related to, the execution of this Agreement, the purchase of the Business, the ownership or use of any of the Assets or the Assigned Contractsconduct of the Business prior to the Final Closing (the "Non-Assumed Liabilities"). (b) Without limiting the generality of the foregoing clause (a), except for the Assumed Liabilities, the Company expressly shall not assume any liabilities or obligations of Sellers, or any of their respective predecessors, constituent partners, Related Persons or Affiliates for the following (which shall be part of the Non-Assumed Liabilities): (i) for any liability or obligation arising out of or relating to any claims, controversies, litigation or administrative proceedings whether pending, threatened or existing on or prior to the Final Closing Date or based on facts existing on or prior to the Final Closing Date; (ii) for any liability or obligation with respect to any employee, consultant or contractor or former employee, consultant or contractor (including without limitation any performer, actor, musician, host, writer, director, producer or other person employed in the Exploitation of any Library Right or Library Tangible Asset), relating to or arising out of employment with or engagement by either Seller, or any of their respective predecessors, constituent partners, Related Persons or Affiliates whether pursuant to the terms of any contract, agreement, commitment, undertaking, benefit plan or other arrangement or otherwise; (iii) any liability of either Seller to any of their predecessors, constituent partners, Related Persons or Affiliates; or (iv) for any liability or obligation with respect to any environmental damage or any violation or alleged violation of any real estate lease or for any claim, loss or liability related environmental law relating to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.that the foregoing is associated with

Assumption of Liabilities. Effective as of (a) At the Closing DateClosing, Assignee will the Company shall assume and agree to pay, perform and dischargedischarge or perform, as appropriate, when due only the Liabilities of the GPF Parties specifically identified below in this subsection (a) (the “Assumed GPF Liabilities”): (i) any Liabilities included in the calculation of the GPF Net Working Capital, but only to the extent and when dueup to the amount included in the final and binding calculation thereof under Section 2.3; (ii) any post-Closing executory obligations under the GPF Contracts; (iii) all Liabilities under the relevant Agency Documents, subject to the execution by the relevant parties of each Mortgage Program Sponsor Transfer Agreement; (iv) any post-Closing executory obligations under the GPF Real Estate Leases; and (v) any obligations under any Governmental Permits of any GPF Party. (b) Notwithstanding subsection (a) above or any other provision of this Agreement, the Company is not assuming under this Agreement or any other Transaction Document any Liability that is not specifically identified as an Assumed GPF Liability under subsection (a) above, including any of the following (each, an “Excluded GPF Liability”): (i) Liabilities arising out of any Default by any GPF Party of any provision of any Contract; (ii) any Federal, state or local income or other Tax payable by or imposed with respect to any GPF Party’s Business, the Contributed GPF Assets, other properties or operations of any GPF Party, any Affiliate of any GPF Party, or any other party for which any GPF Party might be liable (through law, equity, contract or otherwise), for the period prior to the Closing Date (whether or not such Taxes are due and indemnify payable as of or prior to the Closing); (iii) Liabilities under or in connection with any Excluded GPF Assets; (iv) Liabilities of any GPF Party arising or incurred in connection with the negotiation, preparation and hold each Assignor harmless execution of the Transaction Documents and the Transactions; (v) Liabilities arising from and against, or related to any Contracts of any GPF Party as to which a GPF Required Consent is not obtained by the Closing Date regardless of whether the Company or CGL waive delivery of such GPF Required Consent; (vi) Liabilities to give credits or take other remedial actions for defective goods or services provided by any GPF Party or any of their Affiliates; (vii) Liabilities for money borrowed; (viii) Liabilities of any GPF Party or any of their Affiliates based upon an act or omission of such Person prior to the Closing; (ix) Environmental Liabilities of any GPF Party or any of their Affiliates; (x) each liability listed Liabilities of any GPF Party or any of their Affiliates relating to any grievance or other claim brought by any current or former employee, member, manager, partner, equity holder or director of any GPF Party or any of their Affiliates or an unrelated third-party (including Governmental Bodies) in Schedule 1.03respect of any circumstance, condition, occurrence, act or omission occurring on or before the Closing Date; and (yxi) each obligation any other Liabilities of any GPF Party or any of their Affiliates, regardless of when made or asserted, that are not specifically assumed hereunder. (c) At the Closing, the Company shall assume and agree to pay, discharge or perform, as appropriate, when due only the Liabilities of CGL specifically identified below in this subsection (c) (the “Assumed CGL Liabilities”): (i) any Liabilities included set forth on the CGL Closing Balance Sheet, but only to the extent and up to the amounts set forth thereon; (ii) any post-Closing executory obligations under the CGL Contracts; (iii) all Liabilities under the relevant Agency Documents, subject to the execution by the relevant parties of each Assignor to be performed after Mortgage Program Sponsor Transfer Agreement; (iv) any post-Closing executory obligations under the Closing Date Walnut Creek Lease; and (v) all obligations under any Governmental Permits of CGL. (d) Notwithstanding subsection (c) above or any other provision of this Agreement, the Company is not assuming under this Agreement or any other Transaction Document any Liability that is not specifically identified as an Assumed CGL Liability under subsection (c) above, including any of the following (each, an “Excluded CGL Liability”): (i) Liabilities arising out of any Default by CGL or any of its Affiliates of any provision of any Contract; (ii) any Federal, state or local income or other Tax payable by or imposed with respect to the Assets and Business of CGL, the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenantContributed CGL Assets, or other properties or operations of CGL, any Affiliate of CGL; or any other party for any claims for indemnification contained thereinwhich CGL might be liable (through law, equity, contract or otherwise), for the period prior to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not such Taxes are due and payable as of or prior to the Closing); (iii) Liabilities under or in connection with any Excluded CGL Assets; (iv) Liabilities arising prior to the Closing Date or as a result of the Closing for severance, bonuses or any other form of compensation to any employees, agents or independent contractors of CGL, whether or not employed by the Company after the Closing and whether or not arising or under any applicable Law, CGL Benefit Plan or other arrangement with respect thereto; (v) any Liability related to the Assets WARN Act or Business) (collectivelysimilar applicable Law, the "Excluded Liabilities")any labor dispute, and shall not be obligated for unfair labor practice, collective bargaining agreement or negotiations undertaken by CGL or any other claim, loss or liability relating to any act, omission or breach by any Assignor Affiliate thereof with respect to the Businessforegoing; (vi) Liabilities of CGL arising or incurred in connection with the negotiation, preparation and execution of the Assets Transaction Documents and the Transactions; (vii) Liabilities arising from or related to any Contracts of CGL as to which a CGL Required Consent is not obtained by the Assigned ContractsClosing Date regardless of whether the Company or any GPF Party waives delivery of such CGL Required Consent; (viii) Liabilities to give credits or take other remedial actions for defective goods or services provided by CGL or any of its Affiliates; (ix) Liabilities for money borrowed; (x) Liability of CGL or any of its Affiliates based upon an act or omission of such Person prior to the Closing; (xi) Environmental Liabilities of CGL; (xii) Liabilities of CGL or any of its Affiliates relating to any grievance or other claim brought by any current or former employee, member, manager, partner, equity holder or director of CGL or its Affiliates or an unrelated third party (including Governmental Bodies) in respect of any circumstance, condition, occurrence, act or omission occurring on or before the Closing Date; (xiii) any payables or expenses of CGL not set forth on the CGL Closing Balance Sheet, or for any claim, loss or liability amounts in excess of the amounts set forth on the CGL Closing Balance Sheet; (xiv) any Liabilities related to the Excluded Assets CGL’s treatment of individuals not categorized by CGL as its employees, but who are providing or the Excluded Liabilitieshave provided services to CGL; and (xv) any other Liabilities of CGL or its Affiliates, all regardless of whichwhen made or asserted, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly that are not specifically assumed as provided on Schedule 1.03hereunder.

Assumption of Liabilities. Effective as (a) At the Closing, Purchaser and/or one or more of its Affiliates or Subsidiaries shall assume, and shall be solely and exclusively liable only for (i) those obligations of Seller under the contracts, agreements, leases, licenses, permits, applications, unfilled sales and purchase orders, invoices and other commitments assigned to Purchaser pursuant to Sections 2.1(b) and (c) (collectively, the "Seller Agreements") that arise, and relate to a period, on or after the Closing Date, Assignee will assume including all unperformed and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed unfulfilled obligations expressly identified in Schedule 1.03, (y) each obligation of each Assignor to be performed such Seller Agreements incurred on or after the Closing Date with in respect of services rendered or goods sold to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, by Seller on or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date which are required to be performed and fulfilled under the Seller Agreements; and (ii) those liabilities set forth on Schedule 2.3 (which such schedule may be subsequently updated by mutual agreement of Purchaser and Seller within 5 Business Days of the date of this Agreement) (collectively, the "Assumed Liabilities"). Assignee . (b) Nothing contained in this Agreement shall not assume, and shall not be obligated require Purchaser or any of its Affiliates to pay, perform or discharge, discharge any liability Assumed Liability so long as it shall in good faith and by appropriate and legal means contest or obligation of any Assignor other than cause to be contested the Assumed Liabilities (whether amount or not related validity thereof and shall have indemnified and have held harmless Seller and its Affiliates with respect thereto pursuant to the Assets terms of this Agreement. (c) Nothing contained in this Section 2.3 or Business) (collectivelyin any instrument of assumption executed by Purchaser at the Closing shall release or relieve Seller from its representations, warranties, covenants and agreements contained in this Agreement or any certificate, schedule, instrument, agreement or document executed pursuant hereto or in connection herewith, including, the "Excluded Liabilities")obligations of Seller to indemnify Purchaser in accordance with the provisions of Article X hereto. (d) Notwithstanding the foregoing, Purchaser and its Affiliates shall not, and nothing in this Agreement shall not require Purchaser and/or its Affiliates to, assume or be obligated liable or otherwise be responsible for any other claim, loss Liabilities of Seller or liability relating to any act, omission or breach by any Assignor its Subsidiaries with respect to the Businessany Plan (including, the Assets but not limited to, any Title IV Plan), except as may be required by law or the Assigned Contracts, or for pursuant to any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Seller Agreement.

Assumption of Liabilities. Effective as Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Buyer shall assume and timely satisfy and discharge all Liabilities of the Closing DateSeller and its Affiliates under, Assignee will assume and agree or in respect of or relating, to paythe Acquired Assets or the Product to the extent that they: (a) arise out of or relate to the Buyer’s or its Affiliates’ ownership, perform and dischargeoperation, as and when duedevelopment, and indemnify and hold each Assignor harmless commercialization, manufacturing, packaging, importing, marketing, distribution, supply or sale of the Product or the Product Business or use of the Acquired Assets from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect (even if ordered prior to the Closing) and regardless of whether such Liabilities are based on allegations of the design or development of the Product or the Acquired Assets before Closing; (b) arise out of or relate to Legal Proceedings, regardless of when such Legal Proceeding was commenced or made, and irrespective of the Assigned Contracts and (z) each other liability of each Assignor thereunder legal theory asserted (including liabilities for product liability claims, including claims alleging defects in the Product and claims involving the death of or injury to any breach of a representation, warranty or covenant, or for any claims for indemnification contained thereinindividual relating to the Product), to the extent arising from the development, commercialization, manufacturing, packaging, importing, marketing, distribution or sale of any unit of the Product or the use of the Acquired Assets (even if ordered prior to Closing), in each case, by or on behalf of the Buyer or its Affiliates from and only after the Closing, including all Legal Proceedings relating to the extent alleged infringement or misappropriation by the Buyer of any third party intellectual property rights for the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Product from and after Closing, and in each case, regardless of whether such Liabilities are based on allegations of the design or development of the Product or the Acquired Assets before Closing; (c) arise under the Assumed Commercial Contracts from and after the Closing, except as such Liabilities relate to a breach of such Assumed Commercial Contracts by Seller that such liability is due occurred on or before the Closing (which are Excluded Liabilities); or (d) arise or are expressly assumed or borne by the Buyer pursuant to the actions terms of Assignee (this Agreement or any of Assignee's affiliates, representatives or agents) after the Closing Date Ancillary Documents [***] (collectively, the "“Assumed Liabilities"”). Assignee shall not assumeFor purposes of this Agreement, the term “Liabilities” means all liabilities and shall not be obligated to payobligations of every kind, perform or dischargenature, any liability or obligation of any Assignor other than the Assumed Liabilities character and description (whether known or not related unknown, whether accrued or fixed, whether absolute, contingent or otherwise, whether liquidated or unliquidated, whether asserted or unasserted, matured or unmatured and whether due or to the Assets or Business) (collectively, the "Excluded Liabilities"become due), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as of (a) From and after the Closing DateClosing, Assignee will the Buyer shall assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated Buyer hereby agrees to pay, perform and discharge when due only those liabilities (together with the Assumed Note Balance, the “Assumed Liabilities”) of the Sellers directly related to the Business (i) as specifically set forth on Schedule 2.4(a) or (ii) arising pursuant to the terms of the Assigned Contracts after the Closing Date. On the Closing Date, the Buyer shall execute and deliver to indemnify the Sellers the Assignment and hold Assignee harmless against. Without limiting Assumption Agreement. (b) Other than the foregoingAssumed Liabilities, among the Buyer shall not assume (or be deemed to assume) pursuant to this Agreement or otherwise any liabilities (the “Excluded Liabilities”) of either Seller, including, without limitation, (i) Income Taxes of either Seller; (ii) an amount equal to 50% of the Transfer Taxes (as hereinafter defined); (iii) all other thingsTaxes attributable to periods ending on or prior to the Closing Date; (iv) Taxes of any other Person for which either Seller may be liable by contract or otherwise; (v) any liability of any kind due to illegal or tortious conduct prior to the Closing Date by either Seller, all liabilities or either Seller’s officers, directors (or Persons in similar positions), partners, employees or agents, whether to any employees or other third parties; (vi) any liability for product liability lawsuits arising from the matters described sale of any Product on or before the Closing Date; (vii) any liability for the infringement of any item of Intellectual Property in connection with the Prospectus sale of any Product on or before the Closing Date; (viii) any liability for violation of any Environmental Law, or any generation, treatment, use, transportation or disposal, or arrangements for transportation or disposal, of Hazardous Substances, or the presence of Hazardous Substances, on, at, beneath near or within the Leased Real Property occurring on or before the Closing Date or any liability under any Environmental Law relating to any property or business formerly owned or operated by either Seller or the caption "Legal Proceedings" shall be Excluded Liabilities except Principal Owners or any of their respective predecessors; (ix) any liabilities with respect to the extent any Contract listed on Schedule 2.4(b); and (x) any other liability not expressly assumed as provided on Schedule 1.03by the Buyer pursuant to this Agreement.

Assumption of Liabilities. Effective as (a) Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Assignee will Buyer shall deliver to Seller an undertaking and assumption, in the form of Exhibit A, pursuant to which Buyer shall assume and be obligated for, and shall agree to pay, perform and dischargedischarge in accordance with their terms, the following obligations and liabilities of Seller or Option Party (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) all liabilities of Seller or Option Party to the extent reflected or reserved against on the Closing Date Balance Sheet and included in “Current Liabilities” in the calculation of the Closing Date Working Capital Amount or Closing Date Working Capital Deficit, as the case may be; (ii) all liabilities and when dueobligations related to, and indemnify and hold each Assignor harmless from and againstassociated with or arising out of (A) the occupancy, (xoperation, use or control of any of the Real Property listed or described in Schedules 3.10(a) each liability listed in Schedule 1.03, (yor 3.10(b) each obligation of each Assignor applicable to be performed the Station on or after the Closing Date with respect to or (B) the Assets and operation of the Assigned Contracts and Business on or after the Closing Date, in each case incurred or imposed as a requirement of any Environmental Law, including, without limitation, any Release or storage of any Contaminants on, at or from (z1) each other liability of each Assignor thereunder (including liabilities for any breach of a representationreal property owned, warranty or covenantleased, or for any claims for indemnification contained therein), to operated in connection with the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) Business after the Closing Date (collectivelyincluding, without limitation, all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder) or any conditions whatsoever on, under or in such real property or (2) any real property or facility owned by a third Person at which Contaminants generated by the "Business were sent on or after the Closing Date; (iii) all liabilities and obligations of Seller or Option Party to the extent arising on or after the Closing Date under (A) the Station Agreements and other agreements included as Purchased Assets and (B) the leases, contracts and other agreements entered into by Seller or Option Party, as applicable, with respect to the Business after the date hereof consistent with the terms of Section 5.4 of this Agreement, except, in each case, (i) to the extent such liabilities and obligations, but for a breach or default by Seller or Option Party, as applicable, 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 or (ii) to the extent such liabilities would be for the account of Seller or Option Party, as applicable, pursuant to Section 2.5(b); (iv) all liabilities for Taxes that are the responsibility of Buyer pursuant to Section 6.1 hereof; and (v) for the avoidance of doubt, all liabilities and obligations of Buyer pursuant to Section 6.2 hereof. All of the foregoing to be assumed by Buyer hereunder (including the Option Liabilities which Buyer has the right to assume pursuant to the Option Exercise Agreement) are referred to herein as the “Assumed Liabilities"). Assignee .” (b) Buyer shall not assumeassume or be obligated for any of, and Seller and Option Party, pursuant to the terms of the Option Exercise Agreement, as applicable, shall not be obligated to solely retain, pay, perform perform, defend and discharge all of, its liabilities or dischargeobligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer under Section 2.3(a) and, notwithstanding anything to the contrary in Section 2.3(a), none of the following (whether or not included in Option Liabilities) (herein referred to as “Excluded Liabilities”) shall be “Assumed Liabilities” for purposes of this Agreement: (i) any foreign, federal, state, county or local income Taxes which arise from the operation of the Station or the Business or the ownership of the Purchased Assets prior to the Closing Date; (ii) any liability or obligation of Seller or Option Party, as applicable, in respect of indebtedness for borrowed money or any Assignor intercompany payable of Seller or Option Party, as applicable, or any of its Affiliates; (iii) all liabilities and obligations related to, associated with or arising out of (A) the occupancy, operation, use or control of any of the Real Property listed or described in Schedules 3.10(a) or 3.10(b) prior to the Closing Date or (B) the operation of the Business prior to the Closing Date, in each case incurred or imposed under Environmental Laws existing prior to the Closing Date, including, without limitation, (1) any Release or storage of any Contaminants prior to the Closing Date on, at or from any such Real Property (including, without limitation, all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder), (2) any conditions on, under or in such Real Property existing prior to the Closing Date that require Remedial Action under Environmental Laws, or (3) any conditions on, under or in any real property or facility owned by a third party at which Contaminants generated by the Business were sent prior to the Closing Date; (iv) all liabilities of Seller or Option Party, as applicable, and Parent to the extent arising prior to the Closing Date in connection with the ownership or operation of the Purchased Assets or the Business, other than current liabilities of Seller or Option Party, as applicable, to the extent reflected or reserved against on the Closing Date Balance Sheet and included in “Current Liabilities” in the calculation of the Closing Date Working Capital Amount or Closing Date Working Capital Deficit, as the case may be; (v) any liabilities or obligations, whenever arising, related to, associated with or arising out of the Excluded Assets; (vi) any liabilities or obligations, whenever arising, related to, associated with or arising out of the employee benefit agreements, plans or arrangements of Seller, Belo, Parent, Sander, Option Party or any of their Affiliates (including, without limitation, all Employee Plans); (vii) all severance obligations of Seller, Belo, Parent, Sander, Option Party or any of their Affiliates, if any, to former employees of Seller or Option Party, as applicable, arising prior to the Closing Date or employees of Seller or Option Party arising out of Seller’s or Option Party’s termination of the employment of such employees on the Closing Date in connection with the consummation of the transactions contemplated hereby and Buyer’s offer of employment to the Affected Employees as contemplated in Section 6.2(a), other than the Assumed Liabilities (whether or not related obligations of Buyer pursuant to the Assets or Business) (collectively, the "Excluded Liabilities"Section 6.2(b), Section 6.2(h) and shall not be obligated for Section 6.2(i); (viii) any other claimintercompany liabilities or obligations due from Seller or Option Party, loss or liability relating as applicable, to any actof its Affiliates; (ix) any costs and expenses incurred by Seller, omission Option Party or breach by any Assignor with respect Parent incident to the Business, the Assets its negotiation and preparation of this Agreement or the Assigned Contracts, Ancillary Agreements and its performance and compliance with the agreements and conditions contained herein or for therein; and (x) any claim, loss of Seller’s or liability related to the Excluded Assets Parent’s or Option Party’s liabilities or obligations under this Agreement or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Ancillary Agreements.

Assumption of Liabilities. Effective as of (a) On the terms and subject to the conditions provided for in this Agreement, on the Closing Date, Assignee will Buyer shall assume and agree the Assumed Liabilities. Except for the Assumed Liabilities, nothing in this Agreement is intended or shall be deemed to paysubject Buyer, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation any of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (its Affiliates or any of Assignee's affiliatesthe officers, representatives directors, employees or agents) after agents of Buyer or its Affiliates, to any Liability by reason of the Closing Date (collectivelytransfer of assets contemplated hereby under the laws of the United States of America, any State, territory or possession thereof or the District of Columbia or any other jurisdiction based, in whole or in part, directly or indirectly, on any theory of law, including any theory of successor, assignee or transferee liability. Notwithstanding anything to the contrary herein, Seller and Buyer agree that Buyer is not under any obligation to close any Pipeline Mortgage Loans in connection with which Seller, the "broker or correspondent, including any employees or agents of Seller, broker or correspondent, has engaged in unlicensed mortgage activity or mortgage activity from an unlicensed location or was otherwise in violation of Applicable Requirements. (b) Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities"). Assignee shall Liabilities and is not assume, and shall not be obligated to pay, perform or discharge, assuming any other liability or obligation of Seller (or any Assignor predecessor of Seller or any prior owner of all or part of its businesses and assets). All such other than liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). Notwithstanding anything to the contrary in this Agreement, the term “Excluded Liabilities” includes: (i) all Liabilities relating to any compensation or benefits of any director, officer, personnel, former personnel, independent contractor, agent, or other representative of Seller or any Plans, including, in respect of workers’ compensation or claims relating to employment of personnel by, or provision of services by personnel to, Seller prior to the Closing, including severance obligations, if any; (ii) any right, title, benefit, privileges and interest in and to, and all of the burdens, and Liabilities under, Assumed Liabilities Broker Agreements with respect to (whether or A) any mortgage loans that are not related to included in the Assets or Business(B) any mortgage loans that closed in the name of Seller before the Closing Date; (collectively, the "Excluded Liabilities"), and shall not be obligated for iii) any other claim, loss or liability relating to any act, omission or breach by any Assignor Taxes of Seller with respect to taxable periods ending before the BusinessClosing Date; and (iv) with respect to taxable periods beginning before the Closing Date and ending after the Closing Date, the Assets or the Assigned Contracts, or for any claim, loss or liability related Taxes of Seller that are allocable to the Excluded Assets or the Excluded Liabilities, all portion of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except such period ending prior to the extent expressly assumed as provided on Schedule 1.03Closing Date.

Assumption of Liabilities. Effective as of (a) At the Closing DateClosing, Assignee will the Buyer shall assume and agree to pay, perform and discharge, or perform, as and appropriate, when duedue only the Liabilities of the Seller specifically identified below in this Section 2.5(a) (the “Assumed Liabilities”): (i) the Accounts Payable, and indemnify and hold but in each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and case only to the extent that such liability is due set forth on the Closing Balance Sheet; (ii) the Accrued Expenses, but in each case only to the actions extent set forth on the Closing Balance Sheet; (iii) the Crestmark Note, the outstanding balance of Assignee (or any which as of Assignee's affiliates, representatives or agents) after the Closing Date shall be reflected on the Closing Balance Sheet; (collectivelyiv) any post-Closing executory obligations under those Contracts identified as assumed Contracts on Section 4.16 of the Disclosure Schedule. (b) Notwithstanding paragraph (a) above or any other provision of this Agreement, the "Buyer is not assuming under this Agreement or any other Transaction Document any Liability that is not specifically identified as an Assumed Liabilities"Liability under Section 2.5(a) (each, an “Excluded Liability”). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, including any liability or obligation of the following: (i) all Liabilities arising out of any Assignor other than Default by the Assumed Seller of any provision of any Contract, Law, or Governmental Permit; (ii) all product Liabilities, Liabilities (whether relating to services provided, or not related similar claims for injury to any Person or property, regardless of when made or asserted, that arises out of or are based upon any express or implied representation, warranty, agreement, services or guarantee provided by the Seller, or alleged to have been made by the Seller, or that are imposed or asserted to be imposed by operation of Law in connection with any service performed or product sold or leased by or on behalf of the Seller on or prior to the Assets Closing; (iii) any federal, state, or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any local income or other claim, loss or liability relating to any act, omission or breach by any Assignor Tax payable with respect to the Business, the Assets or the Assigned ContractsPurchased Assets, or other properties or operations of the Seller or any member of any affiliated group of which the Seller is a member for the Pre-Closing Tax Period; (iv) any claimLiabilities under or in connection with any Excluded Assets; (v) all Liabilities arising prior to the Closing Date, loss or liability as a result of the Closing, for severance, bonuses, or any other form of compensation to any employees, agents, or independent contractors of the Seller, whether or not employed by the Buyer after the Closing and whether or not arising or under any applicable Law, Benefit Plan, or other arrangement with respect thereto, except for accrued vacation and vacation pay for Transferred Employees included in Accrued Expenses; (vi) all Liabilities of the Seller arising or incurred in connection with the negotiation, preparation, and execution of this Agreement and the Transactions; (vii) all Liabilities arising out of the announcement of the Transactions; (viii) all Environmental Liabilities arising from or related to circumstances existing on or before the Excluded Assets Closing Date; (ix) the amount of all Outstanding Checks; (x) all Liabilities to give credits or take other remedial action for defective goods or services; (xi) all Liabilities for money borrowed (other than the Excluded Crestmark Note); (xii) all Liabilities of any Seller Party or Affiliate thereof based upon an act or omission of such Person after the Closing; (xiii) all Liabilities related to or arising out of any Benefit Plan; and (xiv) any other Liabilities, all regardless of whichwhen made or asserted, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly that are not specifically assumed as provided on Schedule 1.03hereunder.

Assumption of Liabilities. Effective (a) Upon the terms and subject to the conditions hereof, at Closing the applicable Purchaser will, or will cause an affiliate of Purchaser to, assume from each of the applicable Seller Entities, as of the Closing Date, Assignee will assume the payment, discharge and agree performance of the following liabilities and obligations, without duplication (collectively, the “Assumed Liabilities”): (i) all liabilities and obligations relating to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed periods after the Closing Date under and with respect to the Assets Seller Assigned Licenses, including without limitation, any liabilities and obligations relating to periods after the Closing Date out of any Federal or State Law, rule of the FCC or applicable state regulatory commission or any other Governmental Authority to which the Seller Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenantLicenses, or for any claims for indemnification contained thereinthe Customer Agreements are subject; (ii) all liabilities and obligations relating to periods after the Closing Date under the Customer Agreements; and (iii) all liabilities and obligations set forth on Schedule 1.2(a)(iii) arising with respect to Customers, including unearned or deferred revenues or activation fees, customer deposits and prepayments, and loyalty reward points (subject to Purchaser’s preferred method of administration and redemption regarding such loyalty reward points), to the extent and in each case only to the extent that such liability is due to the actions of Assignee included in Section 1.4. (or b) Neither Purchaser nor any of Assignee's affiliatesits Affiliates shall assume or undertake in any way to perform, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform satisfy or discharge, discharge any liability or obligation of Seller or any Assignor of its Affiliates of any nature whatsoever, whether known or unknown, determined or undetermined, liquidated or unliquidated, direct or indirect, contingent or accrued, matured or unmatured, and whether or not relating to the Purchased Assets or the Seller Business, other than the Assumed Liabilities Liabilities, without duplication, including without limitation, any liabilities and obligations (whether i) in connection with device insurance of the Customers or not related (ii) relating to periods prior to or on the Assets Closing Date out of any Federal or Business) State Law, rule of the FCC or applicable state regulatory commission or any other Governmental Authority to which the Seller Assigned Licenses, or the Customer Agreements are subject (collectively, the "“Excluded Liabilities"”), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective (a) Without limiting the Transition Agreement, from and after the Closing Date, Buyer shall assume, pay, perform and discharge when due, or reimburse Sellers and their Affiliates for, only the following Liabilities relating to the Acquired Assets (collectively, the “Assumed Liabilities”), without further recourse to Sellers or any of their Affiliates, to the extent not previously performed or discharged: (i) any and all Liabilities arising out of or relating to the ownership or use of the Acquired Product Registrations or the Acquired Intellectual Property arising on or after the Closing Date; (ii) all accounts payable, accrued expenses and other current liabilities relating to the Business to the extent arising on or after the Closing Date; provided, that Buyer shall not assume any Liabilities attributable to any failure by Sellers to comply with the terms of the Assigned Contracts prior to Closing; (iii) any and all Liabilities arising out of or relating to Proceedings arising after Closing and relating to the ownership, use or sale of any of the Acquired Assets or the sale of the Products, (including any Liabilities relating to any product liability, consumer protection, consumer fraud, breach of warranty or similar claim for injury to Person or property), solely to the extent relating to Products sold after the Closing; provided that any such Liabilities relating to the use of the Products in patients who began using any Product prior to the Closing Date shall be apportioned between Sellers, on the one hand, and Buyer, on the other hand, based on the time period and gross margin of the applicable Product that was sold during such period; (iv) any and all Liabilities arising out of the manufacture, production, distribution, marketing, sale or use of any Product based on, utilizing or otherwise incorporating all or any portion of the Acquired Assets and that is sold on or after the Closing Date; (v) any and all Liabilities to the extent arising out of or relating to the Assigned Contracts on or after the Closing Date (including all Liabilities arising out of or relating to any termination or announcement or notification of any party to terminate any of the Assigned Contracts); provided, that Buyer shall not assume any Liabilities attributable to any failure by Sellers to comply with the terms of the Assigned Contracts prior to Closing; (vi) Liabilities to customers for Products that have not yet been delivered as of the Closing Date, Assignee will ; provided that Buyer shall not assume any Liabilities attributable to any failure by Sellers to comply with the terms of the Assigned Contracts prior to Closing; and agree provided further that Sellers and their Affiliates are not entitled to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless any payments from and against, such customers for such Products; (xvii) each liability listed all Liabilities arising out of or relating to the recall or market withdrawal of any Product or post-sale warning in Schedule 1.03, respect of any Product that is sold by Buyer or its Affiliates on or after the Closing Date; (yviii) each obligation of each Assignor to be performed all Liabilities after the Closing Date with respect relating to any research, investigational use, clinical study, clinical trial or post-marketing commitment regarding any Product, including any of the Assets foregoing that was required or requested by any Governmental Authority prior to, on or after the Closing Date; and (ix) all other Liabilities of Sellers and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein)their Affiliates, to the extent and only arising out of or relating to the extent that such liability is due to Acquired Assets or the actions of Assignee (Business on or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelyincluding any Proceeding arising out of or relating to the ownership, use or sale of any of the "Acquired Assets or conduct of the Business on or after the Closing Date). No assumption by Buyer of any of the Assumed Liabilities shall relieve or be deemed to relieve Sellers from any Liability under this Agreement with respect to any representations or warranties or covenants made by Sellers to Buyer. (b) Except for the Assumed Liabilities"). Assignee shall not assume, and shall without limiting the Transition Agreement, Buyer is not be obligated assuming pursuant to paythis Agreement or the transactions contemplated hereby, perform or dischargeand will have no liability for, any liability Liabilities of Sellers, or obligation any of their respective predecessors in interest, of any Assignor kind, character or description whatsoever (“Excluded Liabilities”), all of which shall continue to be Liabilities of Sellers. Without intending to limit the generality or effect of the foregoing, subject to Section 2.4(c), Excluded Liabilities shall include the following Liabilities of Sellers and their respective predecessors in interest: (i) all Liabilities of Sellers under this Agreement or any other Transaction Document; (ii) any and all Liabilities arising out of or relating to the ownership or use of the Acquired Assets, including the Acquired Product Registrations and the Acquired Intellectual Property or the Licensed Intellectual Property, arising prior to the Closing Date, including the assignment fee owing in connection with the assignment of the Patent and Technology License Agreement, dated March 1, 2019, between The Board of Regents of The University of Texas System, on behalf of the University of Texas M.D. ▇▇▇▇▇▇▇▇ Cancer Center and SIL; (iii) all Liabilities for accounts payable, accrued expenses and other current liabilities of Sellers and their Affiliates, other than the Assumed accounts payable, accrued expenses and other current liabilities assumed pursuant to Section 2.3(a)(ii); (iv) all Liabilities under Contracts of Sellers other than the Assigned Contracts; (whether v) any and all Liabilities arising out of or not related relating to (A) Proceedings to the extent relating to the ownership, use or sale of any of the Acquired Assets or Business) the Exploitation of the Products prior to the Closing (collectively, the "Excluded Liabilities"), and shall not be obligated for including any other claim, loss or liability Liabilities relating to any actproduct liability, omission marketing activities, consumer protection, consumer fraud, breach of warranty or breach by similar claim for injury to Person or property) or any Assignor with respect other conduct of Sellers or their respective Affiliates prior to the Business, Closing; (vi) any and all Liabilities to the extent attributable to Sellers’ ownership or use of the Acquired Assets or and/or the Assigned ContractsExploitation of the Products, or for any claimother conduct of Sellers or any of their respective Affiliates, loss prior to the Closing; (vii) any Indebtedness of Sellers or liability any of their Affiliates; (viii) all Liabilities to the extent related to the Excluded Assets; (ix) all Liabilities arising in connection with, or relating to, (i) Taxes of or with respect to Sellers, including any and all Taxes of any Person (other than Sellers) imposed on or payable by Sellers or any of their respective predecessors in interest pursuant to any Law (including Treasury Regulations Section 1.1502-6 or any similar provision of any state, local or non-U.S. Law), as a transferee or successor, under any Contract or otherwise, (ii) Taxes that relate to the Acquired Assets or the Excluded Assumed Liabilities, all in each case, for taxable periods (or portions thereof) ending on or before the Closing Date, including any Taxes related to sales, or (iii) Income Taxes arising as a direct result of which, the Assignors shall remain obligated sale of the Acquired Assets pursuant to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities this Agreement; (x) except to the extent expressly assumed as specifically provided on Schedule 1.03in Section 7.5, all Liabilities arising out of, relating to or with respect to (i) the employment or performance of services, or termination of employment or services by Sellers or any of its Affiliates of any individual, (ii) any Seller Benefit Plan or any PEO Benefit Plan; or (iii) workers’ compensation claims against Sellers or any of their respective Affiliates that relate to the period before the Closing, irrespective of whether such claims are made prior to or after the Closing; (xi) all Liabilities in respect of abandoned or unclaimed property reportable under any state or local unclaimed property, escheat or similar Law where the dormancy period elapsed prior to the Closing Date; and (xii) any Liabilities of Sellers (i) arising by reason of any violation (or violation alleged in writing) of any Law prior to Closing, or (ii) arising by reason of any breach (or breach alleged in writing) by Sellers of any Contract or Order prior to Closing.

Assumption of Liabilities. Effective as (a) Subject to the terms and conditions of this Agreement, the Closing Date, Assignee will Buyer or any Designated Transferee shall assume and agree become responsible for, from and after the Closing, the Assumed Liabilities. (b) Notwithstanding anything to paythe contrary set forth herein, perform the Buyer shall not assume or become responsible for, and dischargeeach Seller shall remain solely liable for, as any and when all liabilities or obligations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, whether accrued or unaccrued, whether due or to become due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed whether claims with respect thereto are asserted before or after the Closing Date with respect to the Assets and the Assigned Contracts and (zClosing) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date Seller which are not Assumed Liabilities (collectively, the "Assumed Retained Liabilities"). Assignee The Retained Liabilities shall include, without limitation, the following: (i) all liabilities and obligations of either Seller for costs and expenses incurred in connection with this Agreement or the consummation of the transactions contemplated by this Agreement; (ii) all liabilities and obligations of either Seller under this Agreement or any of the Ancillary Agreements; (iii) all liabilities and obligations of either Seller for any Taxes (except of the type listed on the Closing Statement as defined in Section 2.6(b)); (iv) all liabilities and obligations of either Seller under any agreements, contracts, leases or licenses that are not assumeAssigned Contracts; (v) all obligations of either Seller arising prior to the Closing under the Assigned Contracts, and shall not be obligated all liabilities for any breach, act or omission by either Seller prior to paythe Closing under any Assigned Contract; (vi) all liabilities and obligations of either Seller arising out of events, perform conduct or dischargeconditions existing or occurring prior to the Closing that constitute a violation of or noncompliance with any Law or Regulation, any liability judgment, decree or obligation order of any Assignor Governmental Entity, or any Permit; (vii) all liabilities and obligations of either Seller (including without limitation costs of cleanup and remediation) resulting from (A) any releases of any Materials of Environmental Concern into the environment in connection with the operation of either the NMC Business or the CMS Business or any other than business by either Seller or any predecessor business or company prior to the Assumed Closing Date or for which either Seller is liable pursuant to any indemnity or otherwise; (B) the existence of any Materials of Environmental Concern at any site on which the business or operations of the NMC Business or the CMS Business or any predecessor business or company was conducted prior to the Closing Date or to which any such Materials of Environmental Concern were transported; (C) any release of any Materials of Environmental Concern at any such location if such release could give rise under any Environmental Law to liability on the part of either Seller or any predecessor business or company; or (D) any violation of any Environmental Law by either Seller or any predecessor business or company which occurred prior to the Closing; provided, however, that the liabilities and obligations referred to in this clause (ix) shall constitute Retained Liabilities (only to the extent asserted by the Buyer prior to the fifth anniversary of the Closing Date; provided, further however, that Retained Liabilities shall include all Damages which result from an event, condition, release or violation asserted by the Buyer prior to such date whether or not related they are known or asserted before such fifth anniversary; (viii) all liabilities and obligations of either Seller for injury to or death of persons or damage to or destruction of property occurring prior to the Closing (including without limitation any workers compensation claim); (ix) all intercompany liabilities of either Seller and its Affiliates; (x) any claims against, or liabilities or obligations of or in connection with, any Employee Benefit Plans, including without limitation any excise Taxes, penalties or other liabilities imposed under ERISA or the Code; (xi) all liabilities and obligations of either Seller to pay severance, termination pay, redundancy pay, pay in lieu of notice or other benefits to any current or former employee of either Seller whose employment is terminated (or treated as terminated) by either Seller in connection with the consummation of the transactions contemplated by this Agreement, and all liabilities resulting from the termination of employment of employees of either Seller prior to the Closing that arose under any Law or Regulation or under any Employee Benefit Plan established or maintained by such Seller, including without limitation any liabilities of such Seller pursuant to agreements and plans listed in Section 3.13(e) of the Disclosure Schedule; (xii) all liabilities and obligations of either Seller for all compensation and benefits accrued by employees of either Seller employed in the NMC Business or the CMS Business prior to the Closing other than those of the nature and type included on Exhibit A-1 and Exhibit A-2; ------- --- ------- --- (xiii) all liabilities and obligations of either Seller arising out of any claim, suit, action, arbitration, proceeding, investigation or other similar matter which commenced or relates to the ownership of the Acquired Assets or Businessthe operation of the NMC Business or the CMS Business on or prior to the Closing; (xiv) all liabilities and obligations of either Seller for income, transfer, sales, use or other Taxes arising in connection with the consummation of the transactions contemplated by this Agreement; (collectivelyxv) all liabilities and obligations under foreign currency contracts to which either Seller is a party; (xvi) all liabilities and obligations of either Seller with respect to any overdraft facility, the "Excluded Liabilities"), bank credit line or indebtedness for borrowed money; (xvii) all liabilities and shall not be obligated for any other claim, loss or liability obligations of either Seller relating to any actof the Excluded Assets; (xviii) all liabilities and obligations under Restricted Assets to the extent either Seller does not obtain the consents and waivers necessary to assign, omission transfer, sublease or breach by any Assignor sublicense such Restricted Assets to the Buyer and such Seller does not provide to the Buyer the benefits of such Restricted Assets pursuant to Section 2.9(b); (xix) all liabilities and obligations with respect to the Business, matters for which any provision of this Agreement provides that the Assets Buyer shall assume no liability; (xx) all liabilities and obligations of either Seller not related primarily to either the NMC Business or the Assigned ContractsCMS Business; (xxi) all liabilities and obligations of either Seller under any agreements relating to the disposition of significant assets, businesses or companies (whether by sale of assets, sale of stock, merger or otherwise) entered into at any time prior to the Closing; and (xxii) all liabilities and obligations of either Seller arising out of events, conduct or conditions existing or occurring prior to the Closing that do or allegedly constitute an infringement or violation of, or for do or allegedly constitute a misappropriation of, any claim, loss Intellectual Property rights of any other person or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03entity.

Assumption of Liabilities. Effective As partial consideration for the Subject Assets, the Buyer shall assume and perform the Assumed Liabilities. Except for the Assumed Liabilities, the Buyer shall not be obligated under, nor shall the Buyer be or become liable for, any obligation, Contract, debt or liability of the Seller or the Subject Business, including, without limitation, (a) any product liability, warranty or other claim for personal injury or property damage relating to any products sold by the Subject Business prior to the Closing Date, (b) any obligations or liabilities arising under any Assumed Contract in connection with any breach or default thereunder that occurred on or before the Closing Date, (c) any accounts payable of the Subject Business, (d) any obligations or liabilities of the Seller to any Employee, whether or not hired by the Buyer, relating to or arising out of any periods ending on or before the Closing Date, including, without limitation, any obligations or liabilities for salaries, wages, commissions, bonuses, payroll Taxes, vacation pay, severance pay, workers’ compensation, employee benefits or retirement plan contributions accrued as of the Closing Date, Assignee will assume and agree or (e) any other obligations, debts, liabilities or claims arising from or relating to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation the operation of each Assignor the Subject Business and/or the ownership of the Subject Assets on or prior to be performed after the Closing Date with respect Date. The Seller covenants and agrees to pay and discharge (i) all obligations, debts and liabilities of the Assets and Seller and/or the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor Subject Business other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss (ii) on or liability relating to any act, omission or breach by any Assignor with respect to before the Business, Closing Date all accounts payable of the Assets or Subject Business existing as of the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Closing Date.

Assumption of Liabilities. Effective (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall assume and become responsible for, from and after the Closing, all obligations and nonperformance refunds of the Sellers as set forth on SCHEDULE 1.2(A) attached hereto that accrue and are required to be performed from and after the Closing provided that as of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect date such Assigned Contract or Lease is assigned to the Assets and Buyer, the Assigned Contracts and (z) each other liability of each Assignor Sellers are not in default thereunder (including liabilities for any breach other than because of a representation, warranty or covenant, or for any claims for indemnification contained thereinprovision of the type set forth in 11 U.S.C. ss. 365(e), to the extent and only to the extent that such liability is due to the actions of Assignee () or any of Assignee's affiliates, representatives or agents) after such default has been cured by the Closing Date Sellers (collectively, the "Assumed Liabilities"). Assignee . (b) The Buyer shall not assumeassume or otherwise become responsible for, and the Sellers shall not be obligated to pay, perform or dischargeremain liable for, any liability and all liabilities or obligation obligations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, whether due or to become due, and whether claims with respect thereto are asserted before or after the Closing) of any Assignor other than the Sellers which are not Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Retained Liabilities"). The Retained Liabilities shall constitute claims and alleged claims in each Seller's Bankruptcy Case; PROVIDED, HOWEVER, that nothing herein shall grant or create any rights in favor of the holders of Retained Liabilities or create any priority to right of payment. It is expressly understood and agreed that the Parties intend that the Buyer shall not be obligated considered to be a successor to the Sellers by reason of any theory of law or equity and that the Buyer shall have no liability except as expressly provided in this Agreement for any liability of the Sellers. The Retained Liabilities shall include, without limitation, the following (for purposes of the following clauses, the term "Seller" shall include each Seller and each of its subsidiaries): (i) all liabilities of the Sellers for any federal, state, foreign, local or other claimtaxes; (ii) all liabilities of the Sellers for costs and expenses incurred in connection with this Agreement or the consummation of the transactions contemplated by this Agreement; (iii) all liabilities or obligations of the Sellers under this Agreement or the Ancillary Agreements; (iv) all liabilities and obligations of the Sellers under any agreements, loss contracts, leases or liability licenses which are not Assumed Liabilities; (v) all liabilities and obligations of the Sellers relating to the manufacture or sale or distribution of products or the provision of services, including, without limitation, claims for infringement, or customer support claims, or for repair, replacement or return of products manufactured or sold or distributed by the Sellers, including, without limitation, any actclaims relating to or arising out of Year 2000 problems (but excluding any of the foregoing liabilities or obligations arising from the sale by Buyer after the Closing of Acquired Assets consisting of products produced by the Sellers); (vi) all liabilities and obligations of the Sellers arising out of events, omission conduct or breach conditions existing or occurring prior to the Closing that constitute a material violation of or non-compliance with any law, rule or regulation, any judgment, decree or order of any Governmental Entity, or any Permit; (vii) all liabilities and obligations of the Sellers related directly or indirectly to the environmental condition (and any adverse consequences arising therefrom) of the facilities, equipment and properties of the Sellers arising out of events, conduct or conditions occurring prior to the Closing, regardless of whether such condition constitutes a violation of, or non-compliance with any applicable federal, state or local law, statute or regulation relating to the environment or occupational health and safety (collectively, "Environmental Laws"); (viii) except as specifically set forth in Section 1.3(d) and Section 1.7 hereof, all liabilities or obligations of the Sellers to pay any compensation, bonus, incentive, accrued salary, accrued vacation, sick pay or severance benefits or unemployment compensation or employee welfare or pension benefits to any current or former employee, agent, consultant, advisor or independent contractor of any Sellers and all liabilities resulting from the termination of employment of employees of the Sellers that arose under any federal, state, local or foreign law or under any employee benefit plan established or maintained by any Assignor the Sellers; (ix) all liabilities of the Sellers for injury to or death of persons or damage to or destruction of property arising out of events, conduct or conditions occurring prior to the Closing; (x) all liabilities of the Sellers for medical, dental and disability (both long-term and short-term) benefits, whether insured or self-insured, owed to employees or former employees of the Seller; (xi) all liabilities or obligations of the Sellers and each ERISA affiliate arising out of or with respect to any "multiemployer plan" (as defined in Section 3(37) of ERISA) or other employee benefit plan; (xii) all liabilities of the Business, the Assets or the Assigned Contracts, or for Sellers arising out of any claim, loss suit, action, arbitration, proceeding, investigation or liability related other similar matter which commenced or relates to the Excluded ownership of the Acquired Assets on or prior to the Closing or the Excluded Liabilities, all operation of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting business of the foregoing, among other things, Sellers; (xiii) all liabilities of the Sellers for any claims and administrative or other expenses of whatever kind or nature, arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except prior or subsequent to the extent expressly assumed commencement of the Bankruptcy Case, whether or not asserted; and (xiv) all liabilities of the Sellers, or any of its officers, directors or employees (in such capacities) to any person or entity as provided on Schedule 1.03a shareholder of the Sellers, including, without limitation, in connection with any pending, threatened or future shareholder lawsuit.

Assumption of Liabilities. Effective as of the Closing DateBuyer shall assume, Assignee will assume and agree to pay, perform and discharge, as and when dueperform, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation discharge when due those obligations of each Assignor to be performed after the Closing Date Seller with respect to the Assets period from and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelyi) to provide the warranty services and materials under the customer contracts listed on Schedule 3(i), (ii) to supply parts and repair services under the customer contracts listed on Schedule 3(ii), and (iii) under sales agency contracts, written or oral, listed on Schedule 1(e) (collectively the "Assumed Liabilities"). Assignee ; provided, however, the provision of such warranty services and materials under each contract identified in Schedule 3(i) shall not assumebegin until after the applicable Meteorological Equipment has been installed and accepted by the customer. Buyer shall be compensated for such warranty services and materials as provided in Section 13(e). Seller and Buyer agree that, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities Liabilities, Buyer does not agree to assume 2 -161- and shall have no responsibility for any of the debts, obligations or liabilities of Seller (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), all of which shall remain the sole responsibility of and shall not be obligated for paid and discharged by Seller as they become due. The Excluded Liabilities include without limitation all of the following: (a) Any tax liability or tax obligation of Seller, its directors, officers, shareholders and agents which has been or may be asserted by any taxing authority, other than any such liability or obligation arising out of or in connection with transfer of the Assets as contemplated by this Agreement. (b) Any liability or obligation of Seller or any contract obligation of Seller (other than the Assumed Liabilities) whether incurred prior to, at or subsequent to the Closing Date, arising out of Seller's operation of the Business. (c) Any liability or obligation arising out of any litigation, suit, proceeding, action, claim or investigation, at law or in equity or in arbitration, related to Seller's operation of the Business prior to the Closing Date. (d) Any claim, loss liability or liability relating to any actobligation, omission known or breach by any Assignor with respect to the Businessunknown, contingent or otherwise, the Assets existence of which is a breach of, or inconsistent with, any representation, warranty or covenant of Seller set forth in this Agreement. (e) Any liability or obligation specifically stated in this Agreement or the Assigned Contracts, or for any claim, loss or liability related Schedules hereto as not to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03by Buyer.

Assumption of Liabilities. Effective as Notwithstanding anything to the contrary contained in this Agreement or any Transaction Document, and regardless of whether such Liability is disclosed in this Agreement, in any of the Closing DateTransaction Documents, Assignee on any Schedule hereto or thereto or otherwise, and regardless of Buyer’s or any of its directors’, officers’, employees’ or agents’ knowledge or awareness of any Liability, whether learned in connection with Buyer’s due diligence investigation of the Business or otherwise, Buyer will assume and not assume, agree to pay, perform and dischargeor discharge or in any way be responsible for any Liabilities (the “Excluded Liabilities”), as and when dueexcept that Buyer will assume following the Closing the obligations arising under the Assumed Contracts, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed including any royalties that are due there under after the Closing Date (the “Assumed Liabilities”); provided, however, that any Liability relating to or arising from any breach, or event, circumstance or condition that with notice, lapse of time or both would constitute or result in a breach, by the Company, on or before the Closing Date, of any of its obligations thereunder shall be an Excluded Liability. Without limiting the generality of the foregoing, Buyer is not assuming or agreeing to pay, perform or discharge or in any way be responsible for, any Excluded Liabilities, which shall include, but not be limited to: (i) all Indebtedness, (ii) all Company Taxes, (iii) all Liabilities related to employee compensation and employee benefit plans or obligations of the Company (including severance, non-compete payments, benefits, deferred compensation, continuation coverage required under COBRA for each individual who is or becomes an “M & A Qualified Beneficiary” (as such term is defined in the Treas. Reg. §54.4980B-9 and workers’ compensation claims) as a result of the consummation of the transactions contemplated this Agreement), (iv) all Liabilities related to litigation and environmental matters with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee period (or any of Assignee's affiliates, representatives portion thereof) ending on or agents) after before the Closing Date Date, (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated v) all Liabilities relating to pay, perform or discharge, any liability or obligation arising out of any Assignor other than transaction contemplated by this Agreement or the Assumed Transaction Documents, (vi) any Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to any Products, or (vii) any other liabilities or obligations associated with the Business, ownership of the Assets on or prior to Closing or the Assigned Contracts, or for stockholders of the Company at any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03time.

Assumption of Liabilities. Effective as (a) As of the Closing Date, Assignee will Buyer shall, without any further action on the part of Buyer or Seller, assume and agree to pay, perform and discharge, as and discharge when due, and indemnify and, subject to Article XVI, indemnify, defend and hold each Assignor the Seller Indemnitees harmless from all Claims and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), Damages to the extent and only arising from or related to each of the extent that such liability is due to the actions of Assignee (following liabilities or any of Assignee's affiliates, representatives or agents) after the Closing Date obligations (collectively, the "“Assumed Liabilities"”). Assignee shall not assume, and shall not be obligated to payprovided, perform or discharge, any liability or obligation of any Assignor other than that the Assumed Liabilities shall not include the Excluded Liabilities: (whether i) All Obligations of Seller that (A) arise under the Assigned Contracts in connection with goods or services received by or on behalf of Buyer from and after the Effective Time or (B) first become performable under the Assigned Contracts on or after the Effective Time, excluding any Obligations arising from any event, matter or circumstance occurring prior to Closing; and Pages 5 of 38 Pages (ii) All Obligations of Seller attributable or relating to the period from and after the Effective Time under any Permit constituting Acquired Assets. (b) Notwithstanding anything in this Agreement to the contrary, the Buyer, Seller and Guarantor expressly agree that Buyer is not assuming or otherwise becoming liable for, nor shall Buyer nor any of its Affiliates be deemed to have assumed or become liable for, any Obligation of Seller or its Affiliates (including Obligations related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Acquired Assets or the Assigned Contractsoperation of the Biodiesel Business), whether known or unknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and whether contractual, statutory or otherwise, except as expressly provided in this Section 3.6 or as otherwise expressly provided for any claim, loss or liability related to the Excluded Assets in this Agreement or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Related Agreements.

Assumption of Liabilities. Effective (a) Subject to and upon the terms and conditions of this Agreement, effective as of the Closing Date, Assignee will Purchaser agrees to assume from Sellers and agree to thereafter pay, perform and/or otherwise discharge in a timely manner certain of the debts, obligations, contracts and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation liabilities of each Assignor Seller existing or incurred prior to be performed after the Closing Date with respect or arising out of transactions or events occurring prior to Closing and certain debts, obligations, contracts and liabilities relating to the Assets Business and the Assigned Contracts and Assets, of any kind, character or description whether known or unknown, accrued, absolute, contingent or otherwise, except for the Excluded Liabilities of Seller (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall , including the following: (i) All Liabilities relating to any products sold or services rendered by Purchaser after the Closing, including without limitation warranty obligations and product liability claims; (ii) All Liabilities of Sellers arising under the express terms of the Assumed Contracts (other than any Assumed Contract for which a consent for the effective assignment and assumption by Purchaser of such Assumed Contract is required but not assumeobtained) after the Closing Date, and shall not be obligated other than any Liabilities that arise from or relate to pay, perform or discharge, any liability or obligation breach by Sellers of any Assignor other than provision of any such Assumed Contracts; and (iii) all Accounts Payable. (b) Nothing herein shall be deemed to deprive Purchaser or any Affiliate of Purchaser, as applicable, of any defenses, set-offs or counterclaims which any Seller may have had or which Purchaser, or any Affiliate of Purchaser, as applicable, shall have (to the extent relating to the Assumed Liabilities) to any of the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded LiabilitiesDefenses and Claims"). Effective as of the Closing, Sellers agree to assign, transfer and shall not be obligated for any other claimconvey to Purchaser all Defenses and Claims and agrees to cooperate with Purchaser to maintain, loss or liability relating to any actsecure, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform perfect and discharge enforce such Defenses and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Claims.

Assumption of Liabilities. Effective Except as of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in set forth on Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty Purchaser does not assume or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or dischargeotherwise become responsible for, any liability or obligation of the Seller or claims of such liability or obligation, matured or unmatured, liquidated or unliquidated, fixed or contingent, or known or unknown, whether arising out of occurrences prior to, at or after the date hereof, including without limitation: a. Liability for a warranty claim for any Assignor product or service of the Seller based upon any express warranty, oral or written, or any implied warranty arising due to the statements or conduct of Seller or their employees or agents which shall have arisen prior to the Closing Date; b. Any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other than legal or equitable theory arising from defects in products manufactured, distributed or sold for use by, or for services performed by Seller which shall have arisen prior to the Assumed Liabilities Closing Date; c. Any liabilities to or in respect of any employee of the Seller including, without limitation: (i) any employment agreement between the Seller and any employee; (ii) any liability under any employee benefit plan or other fringe benefit program maintained by Seller or to which the Seller makes contributions, or any contributions, benefits or liabilities thereto, or any liability for Seller’s withdrawal or partial withdrawal from or termination of any such plan or program; (iii) any liabilities arising under collective bargaining or similar agreement or arrangement; (iv) any claim arising as a result of or in connection with termination of any matter described in the immediately preceding clauses (i) through (iii), inclusive; and (v) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal or state employment discrimination or wage and hour law or regulation, whether asserted prior to or after the Closing Date and whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or basis for any claim, loss liability, damages or liability related penalty which shall have arisen prior to the Excluded Closing Date; d. Any liability or obligation of Seller in respect of any tax (including without limitation any personal property tax accrued but not yet payable on or before the Closing Date); e. Any action, suit, claim or proceeding (i) against the Seller or (ii) which adversely affects the Assets and which shall have been asserted prior to the Closing Date or the Excluded Liabilities, all basis of which, the Assignors which shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except have arisen prior to the extent expressly assumed as provided Closing Date; f. Any of Seller’s liabilities or obligations resulting from entering into, or consummating the transactions contemplated by, this Agreement; g. All liabilities of the Seller under any agreement other than obligations to render services after Closing under Agreements with customers identified on Schedule 1.031.01(c), including without limitation, any real property lease or debt for money borrowed or any employment agreement or consulting agreement or similar; h. Any liability of Seller in respect of any lease of real property or tangible personal property; i. Any other liabilities or obligations of the Seller whether actual or contingent; and j. Any liability of any affiliate of the Seller, including but not limited to, IceWeb, Inc., a Delaware corporation.

Assumption of Liabilities. Effective as Subject to the terms and conditions of this Agreement and in addition to the liabilities and obligations of Purchaser under Purchaser’s Ancillary Documents, Purchaser hereby assumes and agrees to perform and discharge only the following liabilities and obligations of Seller or its Affiliates arising out of the Closing Dateoperation of the Business (the “Assumed Liabilities”): liabilities and obligations of Seller and its Affiliates arising under the Assumed Contracts (but only to the extent such contracts do not constitute Excluded Assets and are properly and effectively assigned to Purchaser) to the extent such liabilities and obligations arise solely after the Effective Time and do not result from a default or breach by Seller or its Affiliates prior to the Effective Time. Notwithstanding any other provision of this Agreement, Assignee will Purchaser shall not assume any, and Seller hereby expressly retains responsibility for all, of the liabilities and obligations of Seller and its Affiliates, whether or not accrued, whether fixed or contingent, whether or not disclosed, and whether known or unknown, that are not expressly assumed by Purchaser pursuant to this Section 1.2 (collectively, the “Excluded Liabilities”). In no event shall Purchaser assume, agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation discharge or satisfy any of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities Excluded Liabilities or otherwise have any responsibility for any breach Excluded Liabilities. For purposes of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelyclarification, the "Assumed Liabilities"). Assignee Excluded Liabilities shall not assumeinclude, and shall but not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectivelylimited to, the "Excluded Liabilities"), following liabilities and shall not be obligated for any other claim, loss or liability obligations of Seller and its Affiliates: (a) All liabilities and obligations relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets (as hereinafter defined); (b) Any debt, obligation, responsibility or liability of Seller, whether known or unknown, contingent or absolute, or fixed or otherwise, owed to any of its Affiliates. “Affiliates” shall mean with respect to any party, a party, person or entity that, directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such party, where “control”, “controlled by” and “under common control with” means the Excluded Liabilitiespossession, all directly or indirectly, of whichthe power to direct or cause the direction of the management and policies of such party, whether through the Assignors shall remain obligated to payownership of voting securities, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoingby voting trust, among other thingscontract or similar arrangement, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03trustee or executor, or otherwise.

Assumption of Liabilities. Effective as (a) Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Assignee will Buyer shall deliver to Sellers an undertaking and assumption, in the form of Exhibit A, pursuant to which Buyer shall assume and be obligated for, and shall agree to pay, perform and dischargedischarge in accordance with their terms, the following obligations and liabilities of each Seller or Option Party (except to the extent such obligations and liabilities constitute Excluded Liabilities): (i) all liabilities of Seller or Option Party to the extent reflected or reserved against on the Closing Date Balance Sheet and included in “Current Liabilities” in the calculation of the Closing Date Working Capital Amount or Closing Date Working Capital Deficit, as the case may be; (ii) all liabilities and when dueobligations related to, and indemnify and hold each Assignor harmless from and againstassociated with or arising out of (A) the occupancy, (xoperation, use or control of any of the Real Property listed or described in Schedules 3.10(a) each liability listed in Schedule 1.03, (yor 3.10(b) each obligation of each Assignor applicable to be performed the Stations on or after the Closing Date with respect to or (B) the Assets and operation of the Assigned Contracts and Business on or after the Closing Date, in each case incurred or imposed as a requirement of any Environmental Law, including, without limitation, any Release or storage of any Contaminants on, at or from (z1) each other liability of each Assignor thereunder (including liabilities for any breach of a representationreal property owned, warranty or covenantleased, or for any claims for indemnification contained therein), to operated in connection with the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) Business after the Closing Date (collectivelyincluding, without limitation, all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder) or any conditions whatsoever on, under or in such real property or (2) any real property or facility owned by a third Person at which Contaminants generated by the "Business were sent on or after the Closing Date; (iii) all liabilities and obligations of Seller or Option Party to the extent arising on or after the Closing Date under (A) the Station Agreements and other agreements included as Purchased Assets and (B) the leases, contracts and other agreements entered into by Seller or Option Party, as applicable, with respect to the Business after the date hereof consistent with the terms of Section 5.4 of this Agreement, except, in each case, (i) to the extent such liabilities and obligations, but for a breach or default by Seller or Option Party, as applicable, 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 or (ii) to the extent such liabilities would be for the account of Seller or Option Party, as applicable, pursuant to Section 2.5(b); (iv) all liabilities for Taxes that are the responsibility of Buyer pursuant to Section 6.1 hereof; and (v) for the avoidance of doubt, all liabilities and obligations of Buyer pursuant to Section 6.2 hereof. All of the foregoing to be assumed by Buyer hereunder (including the Option Liabilities which Buyer has the right to assume pursuant to the Option Exercise Agreement) are referred to herein as the “Assumed Liabilities"). Assignee .” (b) Buyer shall not assumeassume or be obligated for any of, and each Seller and Option Party, pursuant to the terms of the Option Exercise Agreement, as applicable, shall not be obligated to solely retain, pay, perform perform, defend and discharge all of, its liabilities or dischargeobligations of any and every kind whatsoever, direct or indirect, known or unknown, absolute or contingent, not expressly assumed by Buyer under Section 2.3(a) and, notwithstanding anything to the contrary in Section 2.3(a), none of the following (whether or not included in Option Liabilities) (herein referred to as “Excluded Liabilities”) shall be “Assumed Liabilities” for purposes of this Agreement: (i) any foreign, federal, state, county or local income Taxes which arise from the operation of the Stations or the Business or the ownership of the Purchased Assets prior to the Closing Date; (ii) any liability or obligation of any Assignor Seller or Option Party, as applicable, in respect of indebtedness for borrowed money or any intercompany payable of any Seller or Option Party, as applicable, or any of its Affiliates; (iii) all liabilities and obligations related to, associated with or arising out of (A) the occupancy, operation, use or control of any of the Real Property listed or described in Schedules 3.10(a) or 3.10(b) prior to the Closing Date or (B) the operation of the Business prior to the Closing Date, in each case incurred or imposed under Environmental Laws existing prior to the Closing Date, including, without limitation, (1) any Release or storage of any Contaminants prior to the Closing Date on, at or from any such Real Property (including, without limitation, all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder), (2) any conditions on, under or in such Real Property existing prior to the Closing Date that require Remedial Action under Environmental Laws, or (3) any conditions on, under or in any real property or facility owned by a third party at which Contaminants generated by the Business were sent prior to the Closing Date; (iv) all liabilities of any Seller or Option Party, as applicable, and Parent to the extent arising prior to the Closing Date in connection with the ownership or operation of the Purchased Assets or the Business, other than current liabilities of any Seller or Option Party, as applicable, to the extent reflected or reserved against on the Closing Date Balance Sheet and included in “Current Liabilities” in the calculation of the Closing Date Working Capital Amount or Closing Date Working Capital Deficit, as the case may be; (v) any liabilities or obligations, whenever arising, related to, associated with or arising out of the Excluded Assets; (vi) any liabilities or obligations, whenever arising, related to, associated with or arising out of the employee benefit agreements, plans or arrangements of any Seller, Belo, Parent, Sander, Option Party or any of their Affiliates (including, without limitation, all Employee Plans); (vii) all severance obligations of any Seller, Belo, Parent, Sander, Option Party or any of their Affiliates, if any, to former employees of any Seller or Option Party, as applicable, arising prior to the Closing Date or employees of Seller or Option Party arising out of Seller’s or Option Party’s termination of the employment of such employees on the Closing Date in connection with the consummation of the transactions contemplated hereby and Buyer’s offer of employment to the Affected Employees as contemplated in Section 6.2(a), other than the Assumed Liabilities (whether or not related obligations of Buyer pursuant to the Assets or Business) (collectively, the "Excluded Liabilities"Section 6.2(b), Section 6.2(h) and shall not be obligated for Section 6.2(i); (viii) any other claimintercompany liabilities or obligations due from any Seller or Option Party, loss or liability relating as applicable, to any act, omission or breach of its Affiliates; (ix) any costs and expenses incurred by any Assignor with respect Seller, Option Party or Parent incident to the Business, the Assets its negotiation and preparation of this Agreement or the Assigned Contracts, Ancillary Agreements and its performance and compliance with the agreements and conditions contained herein or for therein; and (x) any claim, loss of Seller’s or liability related to the Excluded Assets Parent’s or Option Party’s liabilities or obligations under this Agreement or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Ancillary Agreements.

Assumption of Liabilities. Effective BUYER shall assume on the Closing Date and thereafter shall pay, perform and discharge when due all of the following liabilities, obligations and commitments relating to, or arising from, the conduct of the Business or the use of Assets, of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued (collectively, the “Assumed Liabilities”): (a) all obligations, liabilities and commitments arising out of the ownership or operation of the Business after the Closing Date, except to the extent that any such obligations, liabilities or commitments are retained by SELLER or otherwise are the responsibility of SELLER pursuant to this Agreement; (b) the accounts payable relating to the Business incurred after the Closing Date related to goods or services purchased after the Closing Date; (c) all liabilities, obligations and commitments in respect of any and all Products manufactured by BUYER or its affiliates after the Closing Date, including warranty obligations and product, recall or withdrawal liabilities, irrespective of the legal theory asserted (it being understood that any Product the date of manufacture of which cannot be determined pursuant to the coding on such Product shall be deemed to have been manufactured after the Closing Date if such Product was sold more than forty-five (45) days after the Closing Date); (d) all liabilities, obligations and commitments of SELLER under Purchase Orders and that portion of the other orders described in Section 1.4(b) with respect to Products that in either case are outstanding as of the Closing Date, Assignee will assume and agree but only to pay, perform and discharge, as and when duethe extent arising or relating to performance after the Closing Date, and indemnify excluding any liability, obligation or commitments arising out of or related to any default by SELLER or any of its affiliates with respect to any such Purchase Order or other order; (e) the Assigned Contracts, but only to the extent arising or relating to performance after the Closing Date, and hold each Assignor harmless from excluding any liability, obligation or commitment arising out of or related to any default by SELLER or any of its affiliates with respect to any such Contract; (f) all liabilities, obligations and againstcommitments for manufacturer’s coupons relating to Products (i) which coupons are issued, granted, delivered or otherwise made available prior to the Closing Date and are received by the clearinghouse for reimbursement more than sixty (x60) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed days after the Closing Date with respect and (ii) which coupons are issued, granted, delivered or otherwise made available after the Closing Date; (g) all liabilities, obligations and commitments for trade and consumer promotions relating to the Assets Products arising from trade promotion activities or events occurring after the Closing Date; (h) all liabilities, obligations and commitments relating to Products returned or claimed as spoiled more than forty-five (45) days after the Assigned Contracts Closing Date or that were manufactured and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) sold after the Closing Date (collectively, it being understood that any Product the "Assumed Liabilities"). Assignee shall not assume, and shall date of manufacture of which cannot be obligated determined pursuant to paythe coding on such Product shall be deemed to have been manufactured after the Closing Date if such Product was sold more than forty-five (45) after the Closing Date); (i) all liabilities, perform or dischargeobligations and commitments for customer deductions attributable to invoices with respect to Products sold after the Closing Date, any liability or obligation of any Assignor other than the Assumed Liabilities for those reasons addressed by clauses (whether or not related to the Assets or Businessf) and (collectivelyh) of this Section 1.6; (j) all claims, the "Excluded Liabilities")investigations, losses, liabilities, expenses and shall not be obligated for any other claim, loss or liability obligations relating to any actEnvironmental Law that arise out of the ownership or operation of the Business or the condition of the Facilities and the Assets, omission including those relating to (i) compliance with any Environmental Law, (ii) the investigation or breach remediation of any Hazardous Substances whether on-site or off-site, or (iii) any alleged personal injury or property damage involving any Hazardous Substance; (k) all liabilities, obligations and commitments for compensation and benefits to Transferred Employees arising solely out of the employment of Transferred Employees by any Assignor BUYER after the Closing Date; (l) all liabilities, obligations and commitments specifically assumed by BUYER pursuant to Section 6.3; (m) all liabilities, obligations and commitments with respect to Taxes relating to the Business, the Assets and the Assumed Liabilities (other than Excluded Taxes); and (n) all liabilities, obligations and commitments with respect to the dogs and cats located at the kennel facility in Sherburne, New York. BUYER’s obligations under this Section 1.6 shall not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or any document delivered in connection herewith or any right or alleged right to indemnification hereunder. Except for the Assigned Contractsobligations specifically assumed by BUYER in this Section 1.6, BUYER shall not be deemed to have assumed or agreed to be responsible for any liabilities, obligations or commitments of SELLER or its affiliates of any kind or nature, whether primary or secondary, direct or indirect, absolute or contingent, or for any claimknown or unknown, loss and whether or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03not accrued.

Assumption of Liabilities. Effective As additional consideration hereunder, from and after the Closing Date Buyer shall assume and discharge the Assumed Liabilities. Except as provided in the preceding sentence, and notwithstanding anything else to the contrary contained herein, Buyer is not assuming and shall not be liable for any Liabilities of Seller, including, without limitation, any Liabilities (i) under Contracts which shall not have been assigned to Buyer pursuant to this Agreement; (ii) for indebtedness for borrowed money; (iii) by reason of or arising out of any default or breach by Seller of any Contract, for any penalty against Seller under any Contract, or relating to or arising out of any event which with the passage of time or after giving of notice, or both, would constitute or give rise to such a breach, default or penalty, whether or not such Contract is being assigned to and assumed by Buyer pursuant to this Agreement; (iv) the existence of which would conflict with or constitute a breach of any representation, warranty or agreement of Seller contained herein; (v) relating to or in any way arising out of the Excluded Assets; (vi) for Seller's expenses referred to in Section 11.6 hereof; (vii) to any stockholder or Affiliate of Seller or to any present or former employee, officer or director of Seller, including, without limitation, any bonuses, any termination or severance pay related to the transfer of employees to Buyer in connection with the transactions contemplated hereby, and any post retirement medical benefits or other compensation or benefits; (viii) relating to the execution, delivery and consummation of this Agreement and the transactions contemplated hereby, including, without limitation, any and all Taxes incurred as a result of the sale contemplated by this Agreement; (ix) for any Taxes accrued or incurred prior to the Closing Date or relating to any period (or portion of a period) prior thereto; (x) relating to or arising out of any environmental matter, including, without limitation, any violation of any Environmental Law or any other law relating to health and safety of the public or the employees of Seller; (xi) relating to, or arising out of, products manufactured or services rendered by Seller, or the conduct or operation of the business of Seller, prior to the Closing Date; and (xii) of Seller arising under or pursuant to this Agreement; and provided further, that Buyer shall have the right not to assume any Contract if any party to such Contract is in breach thereof or default thereunder as of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation Date or there has occurred any event which with the passage of each Assignor to be performed time or after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability giving of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenantnotice, or for any claims for indemnification contained therein)both, to the extent and only to the extent that would become such liability is due to the actions of Assignee (a breach or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities")default. Assignee Buyer shall not assume, and shall not assume or be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach bound by any Assignor with respect Liabilities of Seller, except as expressly assumed by it pursuant to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and this Agreement. Seller hereby agrees to indemnify and hold Assignee Buyer harmless againstfrom and against any and all Liabilities of Seller not agreed to be assumed by Buyer pursuant to this Agreement. Without limiting the foregoingNothing contained in this Section 2.5 shall relieve or release Seller from any obligations under covenants, among other things, all liabilities arising from the matters described warranties or agreements contained in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03this Agreement.

Assumption of Liabilities. Effective Upon the terms and subject to the conditions and limitations set forth in this Agreement, at the Closing, TRM or the applicable Tower Entity will assume from the applicable member of the HIG Group, as appropriate, any and all Liabilities of such Person of any kind or character to the extent relating to or arising from the ownership or use of the Transferred Assets or the Employee Group, including Transferred Employees and Non-Transferred Employees, as such Liabilities exist as of the Closing DateClosing, Assignee will assume but excluding all Excluded Liabilities, regardless of when such Liabilities may be discovered or reported (“Assumed Liabilities”), including the following Liabilities: (a) any Liability relating to any failure or alleged failure to comply with, or any violation or alleged violation of, any Applicable Law to the extent relating to the Transferred Assets, the Employee Group, including any Transferred Employees and agree any Non-Transferred Employees; (b) any Liability to paythe extent relating to any breach of any contract or agreement included in the Transferred Assets; (c) any Liability to the extent relating to any employee within the Employee Group, perform and dischargeincluding any Transferred Employee or any Non-Transferred Employee, as and when due, and indemnify and hold each Assignor harmless from and against, including any Liability to the extent relating to (xi) each liability listed in Schedule 1.03, (y) each obligation any employee benefit plan or employee benefits maintained by any member of each Assignor the HIG Group or any Person who was an Affiliate of the HIG Group on or prior to be performed after the Closing Date with respect to any employee within the Assets Employee Group, including any Transferred Employee or any Non-Transferred Employee, (ii) the termination of any employee benefit or employee benefit plans with respect to any employee within the Employee Group, including any Transferred Employee or any Non-Transferred Employee, (iii) payroll and employee benefits accrued by any employee within the Assigned Contracts and Employee Group, including any Transferred Employee or any Non-Transferred Employee, (ziv) each other liability the termination of each Assignor thereunder (employment of any employee within the Employee Group, including liabilities for any breach Transferred Employee or any Non-Transferred Employee, including, any termination of a representation, warranty any such Person deemed to have occurred upon the consummation of the transactions contemplated by this Agreement or covenantthe Stock Purchase Agreement, or for (v) any claims for indemnification contained therein)“Success Bonus”, “Stay Bonus” or other bonus, profit sharing or incentive compensation payable to any Transferred Employee pursuant to any bonus plan of or maintained by any member of the HIG Group or any Person who was an Affiliate of the HIG Group on or prior to the Closing Date; (d) any Liability arising under any Producer Agreement or to the extent and only relating to the extent that Producer under any such liability is due Producer Agreement or the activities of such Producer under such Producer Agreement; (e) 50% of any Other Liability; and (f) any Liability for Taxes relating to or arising from the actions ownership or use of Assignee (the Transferred Assets, or any of Assignee's affiliatesthe Employee Group, representatives or agents) after including the Transferred Employees and the Non-Transferred Employees prior to the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Date.

Assumption of Liabilities. Effective At the Closing, Acquiror shall assume, and thereafter shall pay, perform, satisfy or otherwise discharge when due, all of the duties, liabilities and obligations of Company as of the Closing, including any liabilities or obligations arising under any Company Material Contracts (as defined in Section 3.8), that are specifically identified and listed in SCHEDULE 2.3 attached hereto, insofar as such duties, liabilities and obligations relate to the period after the Closing Date, unless otherwise expressly and specifically indicated on such Schedule. The duties, liabilities and obligations to be assumed, satisfied or performed by Acquiror pursuant to this Section 2.3 and set forth on SCHEDULE 2.3 are sometimes referred to herein individually as an "ASSUMED LIABILITY" and collectively as the "ASSUMED LIABILITIES." To the extent that a Company Material Contract or other agreement is not specifically listed in SCHEDULE 2.3, such contract or agreement, including any liabilities or obligations of Company arising thereunder, shall not constitute an Assumed Liability for purposes of this Agreement. Further, to the extent that any Company Material Contract requires the prior written consent of any third party or parties in connection with the assignment thereof, and a written Consent and Assignment, substantially in the form of EXHIBIT C hereto, has not been executed by Acquiror and the applicable third party or parties, Acquiror shall not, by operation of this Agreement, assume such Company Material Contract or any liabilities or obligations arising from it. Except for Acquiror's assumption as of the Closing DateDate of the Assumed Liabilities, Assignee will Acquiror, by entering into this Agreement and consummating the transactions contemplated hereby, is not assuming or agreeing to pay or otherwise become liable for any Indebtedness, obligations or liabilities of Company or any other third party, including any shareholder of Company, of any type or nature whatsoever and, except as aforesaid, Acquiror shall not assume and agree any such Indebtedness, obligations or liabilities, nor shall Acquiror become liable for any relating to paythe operation of the business of Company prior to, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed on or after the Closing Date with respect to Date. Without limiting the Assets and generality of the Assigned Contracts and foregoing, Company agrees that, Acquiror shall not assume (za) each other any liability of each Assignor thereunder (including liabilities for any breach legal fees or expenses of a representationCompany incurred for any reason whatsoever, warranty or covenantincluding in connection with the transactions contemplated by this Agreement, or (b) any liability for any claims by employees or former employees of Company concerning acts or omissions of Company, (c) any liability for indemnification contained therein)any claims asserted by any third parties, to the extent and only to the extent that such liability is due to the actions of Assignee (including any shareholders or any creditors of Assignee's affiliatesCompany, representatives which is based upon or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated relates to pay, perform or discharge, any liability or obligation of Company that is not specifically identified in SCHEDULE 2.3 hereof and assumed by Acquiror hereunder, or (d) any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated liabilities of Company for any income or other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, tax obligations or for any claimemployee benefit obligations, loss or liability related to the Excluded Assets or the Excluded Liabilitiesincluding in connection with any Company Benefit Plans referenced in Section 3.7 hereof, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly any such liabilities are specifically identified and listed in SCHEDULE 2.3 hereof. Company further agrees to satisfy and discharge as the same shall become due all obligations and liabilities of Company not specifically assumed as provided on Schedule 1.03by Acquiror hereunder. At the Closing, Acquiror shall execute and deliver to Company the ▇▇▇▇ of Sale and Assumption Agreement to evidence the assumption of the Assumed Liabilities pursuant hereto.

Assumption of Liabilities. Effective as (a) Buyer expressly is not assuming any obligations or liabilities, whether accrued, absolute, contingent, matured, unmatured or other, of Seller, the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty Shareholders or covenant, or for any claims for indemnification contained therein), to the extent and only to their respective affiliates. To the extent that such liability is due Buyer assumes any agreement required to be set forth in Section 2.7 of the actions Seller Schedule ("Assignable Contracts"), which assumption shall be at Buyer's sole option exercisable within 90 days of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelysubject to Seller's consent not to be unreasonably withheld). Buyer shall also assume and be responsible for liabilities thereunder arising after the date of assumption (other than those caused by an act or omission of Seller or its affiliates). If the assignment to Buyer of an Assignable Contract is subject to the consent of a third party, the "Assumed Liabilities"assignment shall be conditioned upon such consent. Buyer and Seller each shall reasonably cooperate in obtaining any such consent. If such consent is not obtained, at Buyer's request Seller will perform under such contract for Buyer's benefit and Buyer will indemnify Seller for any Losses (as defined in Section 6.2(a)) resulting from such performance. Assignee shall not assumeSubject to Article VI, Seller and shall not be obligated the Shareholders will severally indemnify and hold Buyer harmless from and against any and all losses, costs, expenses, claims, liabilities, deficiencies, judgments and damages (including reasonable attorneys' fees) incurred or suffered by Buyer related to payor arising out of any liabilities or obligations to third parties of Seller or any of Seller's stockholders, perform affiliates or dischargesuccessors, including without limitation the following liabilities or obligations: (1) any liability or obligation for any Taxes (as defined in Section 2.4) incurred or accrued by Seller for any period or any liability for Taxes of any person or entity attributable to the Assets for any period or portion of any period ending on or prior to the Closing Date; (2) any liability or obligation of Seller as a result of any Assignor legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done or suffered to be done by the Seller or any of its directors, officers, employees, or agents to third parties; or (3) any liability or obligation of Seller relating to or in connection with any product liability or warranty matters relating to Seller's products (i.e., motor vehicles), or the return of Seller's products from customers or any other than person or entity. (b) Subject to Article VI, Buyer will indemnify and hold Seller and Shareholders harmless from and against any and all losses, costs, expenses, claims, liabilities, deficiencies, judgments and damages (including reasonable attorney's fees) incurred or suffered by Seller or Shareholders related to or arising out of any liabilities or obligations to third parties of Buyer, including without limitation the Assumed Liabilities following liabilities or obligations: (whether 1) any liability or not related obligation for any Taxes accrued by Buyer for any period or any liability for Taxes of any person or entity attributable to the Assets for any period or Businessportion of any period commencing after the Closing Date; (2) any liability or obligation of Buyer as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done or suffered to be done by Buyer or any of its directors, officers, shareholders, employees or agents after the Closing Date; or (collectively3) any liability or obligation of Buyer relating to or in connection with any product liability or warranty matters relating to Buyer's products (i.e., the "Excluded Liabilities"motor vehicles), and shall not be obligated for inventory provided by Seller under the Inventory Agreement or the return of any product from customers or any other claim, loss person or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03entity.

Assumption of Liabilities. Effective Subject to the terms of this Agreement, as of the First Closing DateDate with respect to the Initial Properties actually conveyed to Buyer at the First Closing and the Supplemental Closing Date with respect to the Supplemental Properties actually conveyed to Buyer at the Supplemental Closing, Assignee will Buyer shall assume and agree to pay, perform and discharge, as and when dueperform, and indemnify discharge its Ownership Percentage of the following duties, obligations, and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date Liabilities (collectively, the "“Assumed Liabilities"). Assignee shall not assume”): (a) the performance of the terms, conditions, and shall not be obligated to paycovenants of, perform and the discharge of the duties, obligations, and Liabilities of the lessee (including obligations or dischargeLiabilities for the payment of bonus, any liability or obligation royalties, lease maintenance payments, and other sums of any Assignor other than money) arising under the Assumed terms of, the Leases for the period from and after the applicable Effective Time; (b) ALL CLAIMS AND LIABILITIES ARISING OUT OF, RESULTING FROM, OR RELATING IN ANY WAY TO THE ENVIRONMENTAL CONDITION OF THE LEASES, OR ANY PORTION THEREOF, REGARDLESS OF WHETHER SUCH ENVIRONMENTAL CONDITION IS KNOWN, ANTICIPATED, OR SUSPECTED AS OF THE APPLICABLE CLOSING DATE, OR RESULTS, IN WHOLE OR IN PART, FROM THE NEGLIGENCE OR STRICT LIABILITY (BUT NOT THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF SELLER OR ITS AFFILIATES, EMPLOYEES, AGENTS, OR REPRESENTATIVES, AND REGARDLESS OF WHETHER SUCH CLAIM OR LIABILITY, OR THE ACTS, OMISSIONS, EVENTS, OR CONDITIONS GIVING RISE THERETO, AROSE, OCCURRED, OR EXISTED BEFORE OR AT, OR AFTER THE APPLICABLE EFFECTIVE TIME; AND (c) all Claims and Liabilities (whether or not related relating to the Assets or Business) payment of taxes (collectivelyincluding interest, the "Excluded Liabilities")penalties, and shall not additions to tax) for which Buyer has agreed to be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03responsible hereunder.

Assumption of Liabilities. Effective as of (a) On the terms and subject to the conditions set forth in this Agreement, the Purchaser shall execute and deliver, on the Closing Date, Assignee will assume the Assignment and Assumption Agreement, pursuant to which the Purchaser shall agree to pay, perform and discharge, as if and when due, the following liabilities and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation obligations of each Assignor to be performed after the Closing Date Sellers with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date Business (collectively, the "Assumed Liabilities"): (i) all the Seller's express obligations under the written terms of the Contracts, but only to the extent such obligations arise as a result of activities carried on after the Closing Date (or, in the case of any Leases or equipment leases assigned to the Purchaser after the Closing Date pursuant to Section 5.10, after the date such Lease or equipment lease is so assigned to the Purchaser) and are unrelated to any default or other breach of any obligation by any of the Sellers or any agent thereof prior to the Closing Date (or such later date of assignment, as the case may be); and (ii) all the Seller's express obligations arising under the franchises, permits, licenses, agreements, waivers and authorizations described in Section 2.01(a)(vi), but only to the extent such obligations arise after the Closing Date and are unrelated to any default or other breach of any obligation by any of the Sellers or any agent thereof prior to the Closing Date. Assignee shall not assumeNotwithstanding anything to the contrary, it is agreed that the Purchaser does not, and by this Agreement or any Ancillary Agreement shall not be obligated not, assume or agree to pay, perform, defend or discharge any liabilities or obligations (of any and every kind whatsoever) of any of the Sellers, other than the Assumed Liabilities. (b) Notwithstanding the Closing, the Sellers shall retain, pay, perform or and discharge, any liability if and when due, to the extent not paid, performed or obligation discharged on or prior to the Closing Date (or, in the case of any Assignor Leases or equipment leases assigned to the Purchaser after the Closing Date pursuant to Section 5.10, on or prior to the date such Lease or equipment lease is so assigned to the Purchaser), all liabilities and obligations, of any and every kind whatsoever, of the Sellers other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Retained Liabilities"), including, without limitation, all the Sellers' liabilities and shall not be obligated for obligations, of any other claimand every kind whatsoever, loss or liability to their respective employees (including, without limitation, liabilities and obligations with respect to vacation pay, sick pay, and the Benefit Plans and obligations relating to any actclaims of constructive or actual termination arising in connection with Sellers' constructive or actual termination of such employees' employment). (c) Sellers and their ERISA Affiliates shall retain and be solely responsible for satisfying any and all liabilities and obligations relating to the provision of health care continuation coverage under COBRA (as set forth in Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA, omission as may be amended from time to time) or breach by under any Assignor state law with respect to any medical, dental, vision or other group health plan sponsored, maintained or provided by the BusinessSellers or their ERISA Affiliates, regardless of whether the Assets relevant "qualifying event" occurs before, at or after the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Closing.

Assumption of Liabilities. Effective as of On the Closing Dateterms and subject to the conditions set forth herein, Assignee at the Closing, Buyer and/or each relevant Buyer Designee will assume and agree to payassume, perform and discharge, as and when duewithout duplication, and indemnify and hold each Assignor harmless from and against, (x) each liability listed will in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to timely manner pay, perform and discharge when due and to indemnify and hold Assignee harmless against. Without limiting be responsible for, in accordance with their respective terms, the foregoing, among following Liabilities of Sellers other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be than Excluded Liabilities except (collectively, the “Assumed Liabilities”): (a) all Liabilities to the extent expressly assumed exclusively relating to, arising from or with respect to the ownership or use of the Transferred Assets, or exclusively relating in any manner to the assumption, ownership, conduct or operation of, the Business, in each case, to the extent arising solely out of any event, fact, act, omission or condition occurring after the Closing and, with respect to the ownership of the Transferred Assets, only to the extent the Transferred Assets cannot as provided a matter of Law be sold free and clear of Liabilities under Section 363 of the Bankruptcy Code or other applicable Law; (b) the accounts payable set forth on Schedule 1.031.3(b) and any additional accounts payable arising in the Ordinary Course between the date hereof and the Closing (collectively, the “Assumed Accounts Payable”); (c) all Liabilities for any Tax that Buyer expressly bears under ‎Section 6.4; (d) all Liabilities under the Closing Assumed Contracts and the Additional Assumed Contracts in each case, to the extent arising out of any event, fact, act, omission or condition occurring after the Closing; (e) all Liabilities related to the Assigned Actions to the extent arising out of any event, fact, act, omission or condition occurring after the Closing; (f) all Liabilities under any Transferred Permit to the extent arising solely out of any event, fact, act, omission or condition occurring after the Closing; and (g) all Liabilities set forth on Schedule 1.3(g).

Assumption of Liabilities. Effective (a) Unless otherwise expressly provided in this Article IX, Seller and its Affiliates shall retain liability and responsibility for all employment, compensation, severance and employee benefit-related Liabilities, obligations and commitments (including, but not limited to, claims for wrongful dismissal, constructive dismissal, unfair dismissal, notice of termination of employment, pay in lieu of notice or termination, termination indemnities or other indemnities, any damages arising from a breach of a Business Employee’s or Former Business Employee’s employment contract, and any payments required to be made under any Law of any jurisdiction or the applicable collective bargaining agreement in respect of the termination of a Business Employee’s or Former Business Employee’s employment, including payments in respect of accrued wages, vacation, overtime, bonuses and other plans, programs or obligations) (i) arising prior to the Closing Date that relate to any current or former officer, director, employee or independent contractor of the Business including any Former Business Employee or any Business Employee (or any dependent or beneficiary thereof); (ii) or arising on or after the Closing Date that relate to any Business Employee to whom Seller and its Affiliates offer employment between the date hereof and the Closing; or (iii) arising between the Closing Date and the Commencement Date that relate to any Inactive Business Employee. (b) (i) Unless otherwise expressly provided in this Article IX, effective as of the Closing Date, Assignee will Purchaser shall, or shall cause an Affiliate of Purchaser to, assume and agree to paybe solely responsible and liable for all employment, perform compensation, severance and dischargeemployee benefit-related Liabilities, as obligations and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty commitments arising on or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelyincluding, but not limited to, claims for wrongful dismissal, constructive dismissal, unfair dismissal, notice of termination of employment, pay in lieu of notice of termination, termination indemnities or other indemnities, any damages arising from a breach of a Transferred Employee’s, Business Employee’s or Former Business Employee of a Transferred Entity’s employment contract, and any payments required to be made under any Law of any jurisdiction or the "Assumed Liabilities"applicable collective bargaining agreement in respect of the termination of a Transferred Employee, or Former Business Employee of a Transferred Entity’s employment including payments in respect of accrued wages, vacation, overtime, bonuses and other plans, programs or obligations) that relate to any Transferred Employee or such Former Business Employee; (ii) Seller and its Affiliates shall, solely in relation to obligations triggered by the sale of the Business, including the sale of any Transferred Entity, retain all Liabilities and responsibilities arising from Seller’s and its Affiliates’ failure to perform and discharge any obligation and requirement of Seller or its Affiliates to inform and consult with any works council or union or employee representatives and under the Acquired Rights Directive or under transfer of undertakings in the applicable foreign jurisdiction prior to the Closing that relate to any Former Business Employee, Business Employee or Transferred Employee (or any dependent or beneficiary thereof) incurred prior to, on or after the Closing Date. Purchaser shall, or shall cause an Affiliate of Purchaser to, solely in relation to obligations triggered by the sale of the Business, including the sale of any Transferred Entity, assume all Liabilities and responsibilities arising from Purchaser’s or its Affiliate’s failure to perform and discharge any obligation or requirement of Purchaser or its Affiliate to inform and consult with any works council or union or employee representatives and under the Acquired Rights Directive or under transfer of undertakings in the applicable foreign jurisdiction prior to Closing that relate to any Former Business Employee, Business Employee of a Transferred Entity or Transferred Employee (or any dependent or beneficiary thereof) incurred prior to, on or after the Closing Date. (c) Purchaser and its Affiliates shall be liable for Liabilities relating to the litigations and claims set forth in Section 9.02(c) of the Seller Disclosure Schedule. (d) Seller and its Affiliates shall retain all liabilities and obligations for all workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims incurred by Business Employees (other than Business Employees of any Transferred Entity) prior to the Closing Date or incurred by Inactive Business Employees prior to becoming Transferred Employees that are covered under the terms of the applicable plans of Seller or its Affiliates. With respect to claims incurred prior to the Closing with respect to Business Employees of the Transferred Entities and with respect to claims incurred on or after the Closing Date or the Commencement Date, as applicable, by the Transferred Employees and their eligible dependents for workers’ compensation, short- and long-term disability, medical, prescription drug, dental, vision, life insurance, accidental death and dismemberment and other welfare benefit claims, Purchaser, or its Affiliates, shall be responsible. For these purposes, a claim shall be deemed to be incurred: (i) in the case of workers’ compensation and short- or long-term disability benefits (including related health benefits), at the time of the injury, sickness or other event giving rise to the claim for such benefits; (ii) in the case of medical, prescription drug, dental or vision benefits, at the time professional services, equipment or prescription drugs covered by the applicable plan are obtained; (iii) in the case of life insurance benefits, upon death; and (iv) in the case of accidental death and dismemberment benefits, at the time of the accident. Assignee For the avoidance of doubt and notwithstanding anything to the contrary set forth herein, this Section 9.02(d) shall not assumeapply to any claims, Liabilities or obligations arising out of or relating to exposure of any Business Employee, Former Business Employee, Transferred Employee or former employee or independent contractor of the Transferred Entities or the Business to Hazardous Materials, which matters shall be addressed exclusively by the provisions of Sections 1.03(a)(ii) and 4.17 herein. (e) Except as specifically set forth in this Article IX or required by applicable Law, collective bargaining agreement, trade union agreement or works council agreement: (i) none of Purchaser nor its Affiliates shall not be obligated to payassume, perform continue or discharge, maintain any liability of the Benefit Plans that are sponsored or obligation maintained by Seller or any Affiliate of Seller (other than a Transferred Entity); (ii) no assets or Liabilities of any Assignor such Benefit Plans shall be transferred to, or assumed by, Purchaser or its Affiliates or their respective benefit plans; and (iii) Seller and its Affiliates (other than the Assumed Liabilities Transferred Entities) shall be solely responsible for funding and/or paying any benefits under such Benefit Plans, including any termination benefits and other employee entitlements accrued under such plans by or attributable to employees of any of the Seller or its Affiliates. (whether f) Seller shall indemnify and keep indemnified each of Purchaser and its Affiliates against any Liability relating to: (i) any Liability which may be treated as due from Purchaser or not related its Affiliates in relation to the Assets or Business) trustees of any occupational pension scheme operated for the benefit of Transferred Employees who are employed primarily in the United Kingdom (collectively, the "Excluded Liabilities"“UK Transferred Employees”), including the ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Pension Plan (the “Seller’s UK DB Pension Plan”) and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform Seller’s supplemental pension and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters ancillary benefits provision as described in the Prospectus December 13, 2007 letter to certain UK Transferred Employees (the “Seller’s UK Supplemental Pension Program”) under section 75 or section 75A of the caption "Legal Proceedings" shall be Excluded Liabilities except United Kingdom Pensions Act 1995 (as amended) to the extent expressly assumed that the Liability arises out of or in connection with an employment cessation event (within the meaning of the Occupational Pension Schemes (Employer Debt) Regulations 2005 (as provided on Schedule 1.03amended)) as a result of the transactions contemplated by this Agreement; and (ii) any contribution notice or financial support direction that may be issued pursuant to the Pensions ▇▇▇ ▇▇▇▇ in relation to any occupational pension scheme operated prior to Closing for the benefit of the UK Transferred Employees, including Seller’s UK DB Pension Plan and Seller’s UK Supplemental Pension Program.

Assumption of Liabilities. Effective as (a) As additional consideration for the Purchased Assets, Purchaser shall, on the date hereof, by its execution and delivery of the Closing DateAssumption Agreement, Assignee will assume and agree to paypay and perform all Liabilities of Seller (other than the "Retained Liabilities," as defined below) relating to the Business. (b) Purchaser shall not assume, pay or perform and dischargeSeller shall remain obligated for the following Liabilities of Seller, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect whether or not relating to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date Business (collectively, the "Assumed Retained Liabilities"). Assignee shall not assume): (i) any Liability relating to the violation or failure to comply with any Law relating to the operation of the Business prior to date hereof; (ii) any Liability arising out of or relating to the Retained Assets; (iii) any Liability of Seller for any Taxes for any periods (or portions thereof) prior to the date hereof, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related relating to the Assets or Business) (collectivelyBusiness and, with respect to periods subsequent to the "Excluded Liabilities")date hereof, and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor than with respect to the Businessoperation of the Business or the ownership or use of the Purchased Assets; or (iv) any Liability of Seller with respect to any employee benefit or incentive plan, agreement or arrangement, including without limitation, any pension, life insurance, profit sharing, bonus, incentive, deferred compensation, stock purchase, stock option, group insurance, cafeteria, vacation pay, severance pay or retirement plan, agreement or arrangement except as specifically set forth herein (excluding, however, those Liabilities set forth on Schedule 2.7 hereto); (v) the fees, costs and expenses of any person, firm, corporation or other entity acting on behalf of, or representing the Seller or the Stockholders as broker, finder, investment banker, financial advisor, accountant, attorney or in any similar capacity, whether in connection with this Agreement and the transactions contemplated hereby or otherwise; (vi) any Liability of Seller arising after Closing to its officers, employees or affiliates including, without limitation, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Stockholders.

Assumption of Liabilities. Effective as of (a) On the Closing Date, Assignee Buyer will absolutely and irrevocably assume and agree (subject to pay, perform and discharge, as and when duethe terms of this Agreement), and indemnify Buyer shall have the benefit of, pay and hold each Assignor harmless from perform in accordance with their terms, only the following liabilities and against, (x) each liability listed in Schedule 1.03, (y) each obligation obligations of each Assignor to be performed after the Closing Date with respect Seller related to the Assets arising on and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectivelywhen the same become due or are required to be performed or discharged): (i) all of the Seller's liabilities, as described and reflected on the Closing Balance Sheet to the extent those liabilities remain outstanding on the Closing Date and other liabilities incurred by Seller since the date of the Closing Balance Sheet in the Ordinary Course (as defined in Section 6.29(d)) of the Business and without any breach of this Agreement; provided, however, the "Assumed Liabilities"). Assignee shall Buyer will not assumeassume the following: (A) any of the Seller's outstanding debt obligations related to borrowed money; (B) any of Seller's dividends or distributions payable to members of Seller of their affiliates; (C) any of Seller's intercompany or related party liabilities or obligations; (D) any liability for income taxes of Seller or its members; (E) any obligation of Seller to indemnify any person by reason of the fact that such person was a manager, officer, employee of the Seller or any other person; (F) any liability arising from or in connection with any laws relating to emissions, discharges, releases or threatened releases of pollutants contaminants, chemicals or hazardous substances or wastes into the environment; (G) other than those liabilities specifically assumed pursuant to Section 4.1(a)(iii) and shall not be obligated to pay, perform or dischargeArticle 5, any liability or obligation of Seller under any Assignor other than the Assumed Liabilities employee benefit plan, program or arrangement or employee or consultant compensation program or agreement, including without limitation those liabilities specifically not assumed pursuant to Article 5; (H) any liabilities that arise from, out of, in connection with, or as a result of any alleged or actual breach of warranty (whether express 7 14 or not related to the Assets implied) or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or theory of liability relating to any actproduct manufactured, omission designed, distributed, leased or breach sold by or for Seller or its predecessors prior to the Closing Date; (I) any Assignor liability arising out of, or related to any prior or existing dealer arrangement of the Seller, the termination of any such dealer arrangement or any transactions or agreements between Seller and its current or former dealers; (J) any liability of Seller with respect to any lawsuit currently pending to which Seller is a party (whether plaintiff, defendant or other party); and (K) any liability or obligation of Seller or the Seller's predecessors arising out of the Seller's or the predecessor's acquisition of the Assets or the Business. (ii) liabilities, arising from and after the Closing Date, to pay when due amounts owing and to perform executory obligations under the assigned Real Property Leases, Contracts and Other Agreements; provided that Buyer will not assume any liability resulting or arising out of any default, breach, misfeasance, malfeasance or nonfeasance of Seller on or prior to the Closing Date under the assigned Real Property Leases, Contracts and Other Agreements; (iii) liabilities of Seller arising under the Stay Bonus Programs attached hereto as part of SCHEDULE 4.1 (a) (together, the "Stay Bonus Programs"), but only to the extent of Buyer's obligations to assume the obligations thereunder as set forth in SCHEDULE 4.1(a); and (iv) liabilities relating to the ownership, possession, use or operation of the Assets or the Business arising after the Closing Date. (b) Nothing contained in this Section 4.1 or in any instrument of assumption executed by Buyer at Closing will release or relieve Selling Parties from their respective representations, warranties, covenants and agreements contained in this Agreement or in any exhibit, schedule, certificate, instrument, agreement or document executed in connection with this Agreement or the Closing, including without limitation the obligations of Seller and Guarantor to indemnify Buyer in accordance with Article 11. (c) Except for those liabilities and obligations set forth in Section 4.1(a), Buyer will not assume any debt, liability or obligation of Seller, whether known or unknown, fixed or contingent and Seller will pay, satisfy and perform all of its obligations (other than those assumed by Buyer under Section 4.1(a)), whether fixed, contingent, known or unknown and whether existing as of the Closing or arising after the Closing, which relate to the Seller, the Business, the Seller's employees or the Assets or which may in any way affect the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Business. (d) Without limiting the foregoinggenerality of Section 4.1(c) and of the provisos of Sections 4.1(a)(i) and 4.1(a)(ii), among other thingsBuyer specifically does not assume the debts, all liabilities arising from and obligations set forth on SCHEDULE 4.1(d). (e) As used herein "Retained Liabilities" means the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.following:

Assumption of Liabilities. Effective as (a) Subject to the terms and conditions of this Agreement, at the Closing Dateand except as otherwise specifically provided in Section 2.2(b), Assignee will Buyer shall assume and agree to pay, perform and dischargedischarge or perform, as and when dueappropriate, and indemnify and hold each Assignor harmless from and againstonly the following Liabilities (the “Assumed Liabilities”): (i) all Liabilities of Seller under the Acquired Contracts, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor but only to the extent that such Liabilities are required to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or its Affiliates on or prior to the actions Closing; (ii) all Liabilities of Assignee (Seller under the Acquired Permits, but only to the extent that such Liabilities first arise out of an action or any omission of Assignee's affiliates, representatives or agents) Buyer after the Closing Date and only to the extent that such Liabilities do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller or its Affiliates on or prior to the Closing; and (collectively, iii) all Liabilities first arising out of or relating to B▇▇▇▇’s ownership of the "Assumed Liabilities"). Assignee Acquired Assets on or after the Closing. (b) Seller shall not assume, retain and shall not be obligated agree to pay, perform discharge or dischargeperform, any liability or obligation as appropriate, all of any Assignor the Liabilities of Seller other than the Assumed Liabilities (whether or the “Retained Liabilities”). The parties specifically acknowledge and agree that B▇▇▇▇ is not related agreeing to the Assets or Business) (collectively, the "Excluded Liabilities"), assume and shall not be obligated liable or responsible for any other claimRetained Liabilities of Seller or any Affiliate of Seller. For the avoidance of doubt, loss the Retained Liabilities shall include: (i) any Liability for or liability relating to Excluded Taxes; (ii) any actLiability of Seller relating to, omission arising out of, or breach by in connection with any Assignor with respect lease for Real Property; (iii) any current Liabilities incurred during any period or portion thereof ending on or prior to the BusinessClosing Date; (iv) any Liability related to Debt incurred during any period or portion thereof ending on or prior to the Closing Date; (v) any Liability relating to or arising out of any violation or alleged violation of any Environmental Law or any Release or threatened Release of a Hazardous Substance, or any other actual or potential Liability imposed under any Environmental Law, in connection with the conduct, ownership or operation of the Platform or the ownership or operation of the Acquired Assets or otherwise associated with Seller or its operations, in each case, during any period or portion thereof ending on or prior to the Assigned Closing Date; (vi) any Liability relating to, arising out of, or in connection with (x) compensation or employee benefits for current or former employees or other service providers of Seller or any ERISA Affiliate or (y) the employment or performance of services for, or termination of employment or services for, or potential employment or engagement for the performance of services for, Seller or any ERISA Affiliate; and (vii) any Liability relating to or arising out of any Contract that is not an Acquired Contract; and (viii) any Liability in connection with the Acquired Contracts, Acquired Permits or for any claim, loss or liability related to the Excluded Acquired Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed that such Liability resulted from any failure to perform, improper performance, warranty or other breach, default or violation by Seller or its Affiliates, as provided applicable, on Schedule 1.03or prior to the Closing.

Assumption of Liabilities. Effective as of the Closing Date(a) Buyer hereby assumes, Assignee will assume and agree agrees to perform, and otherwise pay, perform satisfy and dischargedischarge all existing and future liabilities and obligations of ▇▇▇▇▇▇▇, as and when dueset forth in the attached Schedule "A", and indemnify and hold each Assignor harmless from and against, including ▇▇▇▇▇▇▇' proportionate share of those liabilities owed by the Company to NIR or entities associated with NIR (x) each liability listed the "NIR Liabilities"). The liabilities set forth in Schedule 1.03A and assumed by the Buyer (personally by its representative, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation▇▇▇▇▇▇ ▇. ▇▇▇▇▇, warranty or covenant, or for any claims for indemnification contained thereinas an additional investment in ▇▇▇▇▇▇▇ rather than by ▇▇▇▇▇▇▇), other than the NIR Liabilities are referred to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, herein as the "Assumed Liabilities"). Assignee shall not assumeSeller also agrees to assign any and all claims, causes of action, and shall not be obligated affirmative defenses which it ever had, now has, or hereafter may have, whether currently known or unknown relating to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities to Buyer's Representative, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇. (b) The Buyer's Representative, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, hereby assumes, and agrees to perform, and otherwise pay, satisfy and discharge all existing and future liabilities and obligations of ▇▇▇▇▇▇▇ (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including (a) all liabilities of the Seller for transfer, sales, use, and other non-income taxes arising in connection with the consummation of the transactions contemplated hereby, and (b) all liabilities and obligations of the Seller under the agreements, contracts, leases, licenses, and other arrangements referred to in the definition of Purchased Assets, including but not related limited to the Assets any claims, debts, expenses, liabilities, and claims or Business) legal fees whatsoever associated with or incurred as a result of such Assumed Liabilities (collectively, collectively the "Excluded LiabilitiesAssumed Liability Expenses"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform that ▇▇▇▇▇▇▇ and discharge and to Buyer will forever indemnify and hold Assignee harmless against. Without limiting the foregoingCompany and against such Assumed Liabilities and any Assumed Liability Expenses following the Closing. (c) Effective as of the Closing, among other thingsthe Company hereby agrees to assume, and agree to perform, and otherwise pay, satisfy and discharge all existing and future liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except and obligations relating to the extent expressly assumed NIR Liabilities, attached hereto as provided on Schedule 1.03"B" (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including but not limited to any claims, debts, expenses, liabilities, and claims or legal fees whatsoever associated with or incurred as a result of such NIR Liabilities (collectively the "NIR Liability Expenses"), and that the Company will forever indemnify and hold harmless ▇▇▇▇▇▇▇ and/or the Buyers against such NIR Liabilities and any NIR Liability Expenses following the Closing.

Assumption of Liabilities. Effective as As partial consideration for its purchase of the Division Assets, on the terms and subject to the conditions set forth in this Agreement, at the Closing on the Closing Date, Assignee will Purchaser shall assume and agree to pay, perform perform, defend and dischargedischarge in due course all liabilities, as obligations and when duecontracts of Seller of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued and indemnify and hold each Assignor harmless from and againstwhether arising before, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed on or after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only they relate to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date Division Business (collectively, the "Assumed Division Liabilities"). Assignee ; provided, however, that Assumed Division Liabilities do not include and Purchaser shall not assume, and shall not assume or otherwise be obligated to pay, perform or discharge, liable for any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) following (collectively, the "Excluded Liabilities"), and shall not be obligated ): (a) Any liabilities or obligations for any other claim, loss income or liability excise Taxes arising out of or relating to the Division Business or Division Assets for periods ending on or prior to the Closing Date or the sale of Division Assets to Purchaser; (b) Any liabilities or obligations to any actAffiliate of Seller, omission including without limitation any liabilities related to products sold by the Division to any Affiliate of Seller prior to the Closing Date; (c) Any liability or breach obligation arising out of or relating to claimed groundwater or other environmental contamination that occurred at or affects the Bridgewater Facility; (d) Any liability or obligation arising out or relating to (i) the litigation matter captioned Jess▇ ▇. ▇▇▇▇▇▇ ▇. Hosposable Products, Inc./Wyan▇ ▇▇▇poration and (ii) claims by any Assignor officer or director of Seller with respect to the BusinessDivision; (e) Any liability or obligation arising out of or relating to the Hourly Plan, the Assets including, without limitation, any Hourly Plan Withdrawal Liability; (f) Any liability or the Assigned Contracts, obligation arising out of or for any claim, loss or liability related to the Excluded Assets any asserted or the Excluded Liabilities, all threatened claim for patent infringement relating to ownership or operation of which, the Assignors shall remain obligated to pay, perform the (g) Those liabilities and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters obligations described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.032.2(g) attached hereto.

Assumption of Liabilities. Effective as of (a) On the Closing Date, Assignee will Purchaser shall deliver to Seller the ▇▇▇▇ of Sale, Assignment and Assumption Agreement, in customary form and substance (the "▇▇▇▇ of Sale, Assignment and Assumption Agreement"), pursuant to which Purchaser shall assume and agree to paydischarge all of the following obligations with respect to the Business in accordance with their respective terms, perform but only to the extent that such obligations do not constitute Excluded Liabilities: (i) any and dischargeall liabilities, as obligations and when duecommitments arising out of the Material Agreements, excluding, however, (A) any obligation or liability for breach thereof occurring prior to the Closing Date and indemnify (B) the Melville Lease; (ii) trade accounts payables reflected on the Closing Balance Sheet; and (iii) all obligations and hold each Assignor harmless liabilities accruing, arising out of, or relating to acts or omissions of Purchaser, including the operation of the Business and use of the Assets from and against, (x) each liability listed in Schedule 1.03, (y) each obligation after the Closing Date. All of each Assignor the foregoing to be performed assumed by Purchaser hereunder (excepting any Excluded Liabilities) are referred to herein as the "Assumed Liabilities." (b) Notwithstanding any provision of this Agreement to the contrary, Purchaser shall not assume any liabilities, obligations or commitments of Seller relating to or arising out of the operations of the Business or the ownership of the Assets other than the Assumed Liabilities (the "Excluded Liabilities"). Without limiting the generality of the foregoing, none of the following shall be "Assumed Liabilities" for purposes of this Agreement: (i) Any liabilities or obligations relating to the Excluded Assets; (ii) Any and all liabilities and obligations under any recalls mandated by any Governmental Authority on or after the Closing Date with respect to Aircraft Communications Products sold by Seller prior to and including the Closing Date; (iii) Any and all liabilities and obligations arising from or in connection with warranty claims and product liability claims relating to Aircraft Communications Products manufactured and sold by Seller prior to and including the Closing Date; (iv) Any liabilities or obligations relating to any environmental damages, whether or not disclosed in any schedule to this Agreement or otherwise known to Purchaser, arising out of events occurring prior to and including the Closing Date; (v) Any and all taxes (whether pursuant to existing Laws or Laws subsequently enacted by any Governmental Authority) that arise from: (A) the business and operations of the Business prior to and including the Closing Date; (B) the ownership of the Assets prior to and including the Assigned Contracts and Closing Date; or (zC) each other any taxes of Seller arising from the consummation of the transaction contemplated herein; (vi) Any liability of each Assignor thereunder (including liabilities Seller for the unpaid taxes of any breach Person under Reg. 1.1502-6 of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee Code (or any other similar provision of Assignee's affiliatesstate, representatives local or agentsforeign Law) after as a transferee or successor, by contract, or otherwise; (vii) Any liabilities or obligations of Seller relating to employees of the Business, arising prior to the Closing Date (collectivelyDate, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any except where such liability or obligation is the result of any Assignor other than Purchaser's gross negiligence or intentional torts committed by the Assumed Liabilities Purchaser or by Purchaser's employees or representatives; (whether viii) All liabilities or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability obligations of Seller relating to any act, omission or breach claims by any Assignor with respect to employees of the Business, whether pending as of Closing or arising after Closing, due to acts, alleged acts or omissions of Seller occurring prior to Closing under any federal labor or employment Laws or state Laws relating to or arising out of the Assets employment relationship or the Assigned Contractstermination thereof, including, without limitation, any claims under the National Labor Relations Act, Fair Labor Standards Act, Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, Americans with Disabilities Act, Age Discrimination in Employment Act, and the Civil Rights Act of 1866 and 1970 or relating to any of the Plans; (ix) Any liabilities or obligations in respect of any actions, suits or proceedings, or for possible claims, whether such actions, suits, proceedings or possible claims are currently pending, threatened, contingent or otherwise, in any claim, loss or liability related way relating to the Excluded Assets or conduct of the Excluded Liabilities, all business and operations of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except Business prior to the extent expressly assumed as provided Closing Date, including any such matters disclosed on Schedule 1.032.1.9 and without regard to whether any such actions, suits or proceedings are described on Schedule 2.1.9; (x) Any and all divisional intergroup or intercompany payables and other liabilities of the Business to Seller or any of its Affiliates; (xi) Any liabilities or obligations of Seller for borrowed money or evidenced by bonds, debentures, notes, drafts or similar instruments; and (xii) Any and all costs, expenses, liabilities or obligations incurred by Seller incident to the negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein.

Assumption of Liabilities. Effective as of the Closing Date, Assignee (a) Buyer does not hereby and will not assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities or become liable for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to paypay or satisfy any obligation, perform debt or dischargeLiability whatsoever, any liability whether fixed, contingent or obligation otherwise, of any Assignor other than Asset Seller or arising out of, related to, or in connection with Asset Seller’s ownership or operation of the Assumed Liabilities (whether or not related Landmark Assets prior to the Assets or Business) Effective Time (collectively, the "“Excluded Liabilities"”). For the avoidance of doubt the Excluded Liabilities shall include the Specifically Excluded Liabilities. The Excluded Liabilities shall remain the responsibility and obligation of Asset Seller after Closing, and the Asset Seller shall, and Asset Seller Owners shall not be obligated cause Asset Seller to, pay and discharge all such Excluded Liabilities as and when due in accordance with their respective terms. (b) For purposes of this Agreement, “Specifically Excluded Liabilities” means, without duplication, Asset Seller’s Liabilities or obligations (i) under this Agreement; (ii) for Seller Transaction Expenses and any other fees and expenses incident to or arising out of the consummation of the transactions contemplated hereby (other than any [***] Transaction Expenses); (iii) with respect to Indebtedness of Asset Seller; (iv) in respect of any pending or threatened Action or otherwise arising by reason of or regarding any violation of any Law or any other requirement of any Government including in connection with any Permits; (v) relating to the ownership of the Landmark Assets, regardless of when accruing, arising under any Environmental Law to the extent the facts, events or conditions underlying such Liability or obligation occurred prior to Closing; (vi) arising out of or related to any breach by Asset Seller of any Contract regardless of when any such Liability or obligation is asserted; (vii) for tort claims, known or unknown, and any related claims and litigation arising prior to, on or after the Closing Date; (viii) for any other claimclaims made for injury to persons or damage to property, loss whether made in product Liability, tort, breach of warranty or liability otherwise, arising out of or in any way relating to or resulting from any actact or omission of Asset Seller, omission its agents, representatives or breach by employees; (ix) for Taxes (A) of Asset Seller for any Assignor taxable period, and (B) in respect of the conduct of Asset Seller’s business, the Landmark Assets for any Pre-Closing Period or the portion of a Straddle Period ending on the Closing Date (apportioned in accordance with Section 9.2(b)); (x) with respect to any of the Asset Seller Excluded Assets; (xi) to indemnify, reimburse or advance amounts to any officer, director, manager, employee or agent of Asset Seller, and (xii) to any Asset Seller Owner or Beneficial Owner, other securityholder or former securityholder or Affiliate of Asset Seller, any Asset Seller Owner or Beneficial Owner, other securityholder or former securityholder, including with respect to the Business, distribution of all or any part of the Assets or consideration received hereunder and any Liability of Asset Seller arising as a result of the Assigned Contracts, or for exercise by any claim, loss or liability related of its securityholders of such securityholder’s right (if any) to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising dissent from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03transactions contemplated hereby and seek appraisal rights.

Assumption of Liabilities. Effective as (a) Subject to and upon all of the Closing Dateterms and conditions of this Agreement, Assignee will at the Closing, Purchaser shall assume and agree to pay, perform and discharge, as discharge the obligations and when due, and indemnify and hold each Assignor harmless from and against, liabilities of Seller (xthe "Assumed Obligations") each liability listed in under the terms of those Scheduled Contracts specifically set forth on Schedule 1.03, (y2.6(a) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only hereto to the extent that such liability is due to Scheduled Contracts have not been performed at the actions time of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date and are not in default; (collectivelyb) Except as provided in Section 2.6(a), the "Assumed Liabilities"). Assignee shall Purchaser will not assume, and shall not be obligated assume or agree to pay, perform or discharge, and shall not be responsible for, any other liabilities or obligations of Seller, whether accrued, absolute, contingent or otherwise, including without limitation, liabilities or obligations based on, arising out of, or in connection with: (i) any expenses incurred by Seller or its Affiliates in connection with the negotiation, preparation, execution and performance of the Transactions; (ii) any events or circumstances occurring prior to the Closing Date, including, without limitation, any obligation or liability of Seller or obligation its Affiliates arising out of any Assignor other than or relating to the Assumed Liabilities which are payable or performable prior to Closing; (whether iii) any Taxes which are attributable or not related relate to the Assets or Business) (collectivelythe Business or Seller, the "Excluded Liabilities"), and shall not be obligated for any periods ending on or before the Closing Date, or which may be applicable because of Seller's sale of the Business or any of the Assets to Purchaser; (iv) any lease obligations or indebtedness of Seller or its Affiliates; (v) any unlicensed or unauthorized use by Seller or its Affiliates of any trademark or other claimintellectual property rights; (vi) any note, loss account payable or liability relating other obligation to any actperson, omission entity or breach by any Assignor with respect to the BusinessGovernmental Body, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03herein; (vii) any claims or conditions arising under any federal, state or foreign statutes, laws, ordinances, regulations, rules, permits, judgments, orders or decrees attributable or relating to the Assets (including, without limitation, the operation thereof) or the Business or Seller or its Affiliates.

Assumption of Liabilities. Effective Upon the terms and subject to the conditions contained in this Agreement, at the Closing, Buyer shall assume and shall be solely responsible for the following Liabilities of the Sellers with respect to the Purchased Assets and the Businesses (other than Liabilities of a Purchased Entity, which shall remain Liabilities of such Purchased Entity or such Subsidiary following the Closing and which will be assumed by Buyer indirectly at the Closing via the purchase of the Purchased Stock) (together, the “Assumed Liabilities”): (i) any and all Liabilities of any Seller or any of its Subsidiaries to the extent resulting from or arising out of the operation or conduct of either of the Businesses, or the ownership or use of any Purchased Assets, by Buyer at or after the Closing, (ii) (A) all Liabilities allocated to Buyer pursuant to Section 1.8 and Section 9.1 of this Agreement (including the Liabilities assumed directly or indirectly by Buyer and its Affiliates in respect of the Transferring Pension Plans), (B) all Liabilities assumed by or agreed to be performed by Buyer pursuant to this Agreement or any of the Ancillary Agreements and (C) all Liabilities for Property Taxes that are specifically allocated to or made the obligation of Buyer pursuant to Section 8.3, (iii) all Liabilities related to employment, labor, compensation or employee benefits of each Transferring Employee (other than Purchased Entity Employees, the Liabilities for whom will be assumed by Buyer indirectly at the Closing via the purchase of the Purchased Stock), or any dependent or beneficiary of any such Transferring Employee that: (A) (x) with respect to ARD Business Employees, are incurred before, on or after the Closing Date and (y) with respect to Non-Purchased Entity Employees (other than ARD Business Employees), are incurred on or after the Closing Date (in each case, other than Liabilities relating to the those certain agreements set forth on Schedule 1.3 (the “Transaction Bonus Agreements”); provided, however, that Buyer shall assume all Liabilities for severance due under certain Transaction Bonus Agreements as set forth in Section 9.1; (B) Buyer or its Affiliates have specifically agreed to assume pursuant to this Agreement or (C) transfer automatically to Buyer or its Affiliates under applicable Law (including any Liabilities related to accrued benefits under any pension plan that transfers by operation of Law, including such benefits in Mexico and Switzerland, but excluding any Liabilities relating to: (1) any pension plan subject to ERISA and (2) any German pension plan to the extent covering inactive employees as of the Closing Date), (iv) all Liabilities for Taxes related to each Purchased Entity and the Purchased Assets, Assignee will assume and agree in each case for the Post-Closing Tax Periods, (v) all Liabilities primarily related to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, the Purchased Assets and/or either of the Businesses to the extent reflected in the calculation of the Net Working Capital Amount, (xvi) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed all Liabilities arising after the Closing Date with respect related to the Assets and the Assigned Contracts and (z) each other liability any life insurance benefits provided or to be provided to any current or former employee of each Assignor thereunder (including liabilities for Parent or any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee its Subsidiaries (or any of Assignee's affiliatestheir respective beneficiaries) pursuant to or in connection with any current or former collective bargaining agreement covering employees whose work location is at the facility owned and operated by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Office Products Company, representatives or agentsa Nevada corporation, on the date hereof located in Chicopee, Massachusetts, (vii) all Liabilities arising after the Closing Date (collectivelyunder and pursuant to the Assumed Contracts, except any Liabilities to the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated extent related to pay, perform or discharge, any liability or obligation arising out of any Assignor breach thereof by any Seller prior to the Closing or any indemnity claims by the other than party or parties thereto to the Assumed extent related to or arising out of any act, omission, event, condition, or circumstance occurring or existing prior to the Closing, (viii) all Liabilities (whether or not to the extent related to the Assets or BusinessAssumed Lawsuits, and (ix) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03MSLO Minimum Liability.

Assumption of Liabilities. Effective as GHRCO is not assuming or in any way becoming liable or responsible for any Liability of Restoragen, with the exception that on and after the Closing Date: (i) GHRCO agrees to pay the reasonable costs of counsel for preparing and recording the necessary documents to accomplish the assignments, Assignee will assume transfers and agree conveyances to GHRC of good and valid title to the Assets, as provided in Section 1.1 above and (ii) GHRCO is required to pay a portion of the Manufacturing Patents Support Costs and Residual Patents Support Costs pursuant to Section 9.1(b) hereof (collectively (i) and (ii) constitute the “Assumed Liabilities”). Except as noted in the foregoing sentence of this Section 1.3, and notwithstanding anything to the contrary contained in other provisions of this Agreement, GHRCO shall not be responsible for or required to pay, assume or to perform and or discharge: (a) any Liability of or to any stockholder of Restoragen or any other Person in respect of the business of Restoragen; (b) any Liability of Restoragen for any fees, as and when duecosts or expenses of the type referred to in Section 16.2(a) of this Agreement; (c) any Liability of Restoragen arising from or relating to any action taken by Restoragen, and indemnify and hold each Assignor harmless or any failure on the part of Restoragen to take any action, at any time; (d) any Liability of Restoragen arising from and againstor relating to any claim or Proceeding against Restoragen; (e) any Liability of Restoragen for the payment of any Tax; (f) any Liability of Restoragen to any employee or former employee of Restoragen; (g) any Liability of Restoragen to any of its stockholders, Affiliates or their respective Representatives; (h) any Liability under any Contract to which Restoragen is a party or to which any of the Assets are subject; (i) any Liability that is inconsistent with or constitutes an inaccuracy in, or that arises or exists by virtue of any Breach of, (x) each liability listed any representation or warranty made by Restoragen in Schedule 1.03any of the Transactional Agreements, or (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability covenant or obligation of Restoragen contained in any Assignor other than of the Assumed Liabilities Transactional Agreements; or (whether or not related to the Assets or Businessj) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating Liability of Restoragen that is not referred to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described specifically in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03this Section 1.3.

Assumption of Liabilities. Effective (A) Except as of otherwise expressly set forth herein or in the Interim Servicing Agreement, on the Closing Date, Assignee will Purchaser shall assume and agree to payand, perform and dischargethereafter, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation discharge fully only the following liabilities of each Assignor Seller to be performed after the Closing Date Cut-off Time: (i) all of the obligations of Seller to the Cardholders under the Card Agreements (excluding obligations for Enhancements); (ii) any expenses related to the Accounts and the activity thereon after the Cut-off Time (excluding expenses for Enhancements); and (iii) subject to the prorations of fees set forth in Section 2.3 (E) hereof, all fees, normal operating assessments and other charges of VISA or MasterCard arising after the Cut-off Time, except for those charges: (a) arising from Seller’s violation on or before the Cut-off Time of any operating regulation of VISA or MasterCard; or (b) arising from or relating to any special assessments with respect to periods up to and including the Assets Cut-off Time. Except as provided above, Purchaser shall not assume any liability, commitment, or any other obligation of Seller, whether absolute, contingent, or otherwise known or unknown of any nature, kind or description whatsoever, arising from or related to the operation of the Seller’s Business prior to or after the Cut-off Time. For the avoidance of doubt, Seller expressly retains all liability arising out of or from the Enhancements. (B) Seller agrees that: (i) it shall be solely responsible for any draft retrievals, chargebacks, representments or incorrectly posted transactions that occur through the Cut-off Time and that relate to an Account that bears Seller’s BIN or ICA (as defined in Section 5.2(D)) number; (ii) it shall be responsible for processing any draft retrievals, chargebacks, representments or incorrectly posted transactions through the Assigned Contracts Conversion Date and that relate to an Account that bears Seller’s BIN or ICA, all in accordance with the requirements of the Interim Servicing Agreement; and (ziii) each it will be responsible for all expenses related to the Accounts and activity thereon prior to the Cut-off Time. Seller will be responsible for all expenses charged by Seller’s Card Processor for the Closing and for the conversion of the Accounts from Seller’s Card Processor to the Purchaser’s Card Processor, including, but not limited to, the cost of all electronic transmissions, back-up tapes and other liability of each Assignor thereunder (including liabilities Seller’s Card Processor pass through costs and expenses. Seller will also be responsible for any breach of a representation, warranty fees or covenant, expenses assessed to Seller or Seller’s Card Processor in relation to this transaction by MasterCard or VISA. Purchaser shall have no responsibility for any such Closing or conversion expenses or for any claims penalties, termination fees, or similar expenses payable because of the termination of Seller’s agreement with Seller’s Card Processor. (C) Seller shall be liable for indemnification contained therein), any Tax that relates to its operation of the Business on or prior to the extent and only Cut-off Time. Purchaser shall be liable for any Tax that relates to its operation of the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) Business after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Cut-off Time.

Assumption of Liabilities. Effective as of (a) On and after the Closing Date, Assignee will assume the Buyer shall assume, and agree agrees and undertakes to pay, perform and discharge, as and when due, each of the obligations, responsibilities, liabilities and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date debts with respect to the Assets Business which are specifically described in Schedule 2.3 hereto and the Assigned obligations under the Assumed Contracts and being assigned to Buyer referred to in Schedule 2.1 hereof (z) each other liability all of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), which are hereinafter referred to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, collectively as the "Assumed Liabilities"). Assignee . (b) Notwithstanding anything to the contrary contained herein, Assumed Liabilities shall not assume, and shall not be obligated to pay, perform or discharge, include any liability or obligation of any Assignor other than the which is not identified as an Assumed Liabilities (whether or not related to the Assets or Business) (collectivelyLiablity in Schedule 2.3, including, without limitation, the following liabilities which shall be retained by the Company (the "Excluded Retained Liabilities")): (i) legal, and shall not be obligated for accounting, brokerage, finder's fee, taxes or other expenses incurred by the Company in connection with this Agreement or the consummation of the transactions contemplated hereby; (ii) liabilities or obligations incurred by the Company after the Closing; (iii) any other claim, loss obligations or liability relating to any actlitigation, omission actions, grievances, arbitrations, suits, proceedings, investigations or breach claims arising out of or relating to any of the Company's activities or any of the Company's operation of the Business or ownership or use of the Acquired Assets or arising out of any of the Assumed Liabilities or Retained Liabilities prior to the Closing Date, or any dispute, the material elements of which accrued prior to the Closing, whether or not listed on any Schedule hereto; (iv) any liability for any foreign, federal, state or local taxes accrued to (or which should have been accrued pursuant to GAAP) or incurred by any Assignor of the Company prior to the Closing, or as a consequence of the transactions contemplated hereby; (v) all liabilities to employees of the Company with respect to any claims, whether contingent or otherwise, relating to labor relations and compliance with fair employment practices prior to the Closing or any salary, bonuses, commissions, benefits or other amounts payable from, or contributions to, any benefit plans or arrangements, payments of insurance premiums or other compensation matters for or with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related period prior to the Excluded Assets Closing Date; (vi) all liabilities, costs or obligations under or which relate to or are associated with any employee benefit plans or arrangements, including the Excluded Liabilities, all Employee Plans sponsored by any of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting Company or a Common Control Entity (as determined under Section 414(b) or (c) of the foregoing, among other things, Code) either before or after the Closing; (vii) all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent they are associated with or relate to any of the Excluded Assets, whether arising from events occurring prior to or after the Closing Date; (viii) all liabilities or obligations to any Affiliates of Company arising prior to or after the Closing Date; (ix) all liabilities for severance obligations, if any, to any employee of the Company who does not become an employee of the Buyer; (x) all accounts payable for goods and services, including customer and third party credits, trade accounts payable and accrued expenses and other debts or sums due, owing, accrued or payable with respect to any of the Company's activities and the operation of the Business prior to the Closing Date, except those accounts payable specifically assumed by the Buyer as set forth in Schedule 2.3 hereto; and (xi) any liabilities or obligations of the Company or relating to the Business or the Acquired Assets not expressly assumed by the Buyer as provided on set forth in Schedule 1.032.3 hereto.

Assumption of Liabilities. Effective as Upon the sale and purchase of the Closing DateSubject Assets, Assignee will assume and agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability with the exception of those matters listed in Schedule 1.031.2 (the “Assumed Liabilities”), Buyer shall not assume and shall not be liable for any debt, obligation, responsibility or liability of Seller, or any Affiliate (y) each obligation as defined below), or any claim against any of each Assignor the foregoing or against the Subject Assets of the Business arising prior to be performed after Closing, whether known or unknown, contingent or absolute, asserted or unasserted, or otherwise. Without limiting the Closing Date foregoing sentence, Buyer shall have no responsibility with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representationfollowing, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not disclosed in the Base Balance Sheet or a Schedule hereto, including without limitation: (i) any liabilities and obligations related to or arising from the transactions with any officer, director or shareholder of Seller or any person or organization controlled by, controlling, or under common control with any of them (an “Affiliate”); (ii) liabilities and obligations for taxes of any kind, including taxes related to or arising solely from the transfers contemplated hereby, which transfer taxes shall be the responsibility of Seller, provided, ad valorem property taxes due on the Subject Assets (or under any real or personal property lease) shall be prorated among Buyer and Seller based upon the number of days in the taxable period to which such ad valorem property taxes apply that each party owns the Subject Assets; (iii) liabilities and obligations of Seller for damage or injury to person or property, including, without limitation, injuries to employees; (iv) liabilities and obligations to employees of Seller, whether for accident, disability, or workers compensation insurance or benefits, benefits under employee benefit plans, or obligations related to or resulting from severance of employment by Seller; (v) workmen’s liens on any of the Subject Assets; (vi) liabilities incurred by Seller or Shareholder in connection with this Agreement and the transactions provided for herein, including counsel, broker and accountant’s fees, filing fees, transfer and other taxes, and expenses pertaining to Seller’s liquidation or the performance by Seller of its obligations hereunder; (vii) liabilities of Seller related to environmental matters, including without limitation, liabilities associated with any disposal or use of hazardous materials or substances under Federal (including CERCLA) or state laws, common law or otherwise; (viii) liabilities of Seller related to the Assets or Business) Occupational Safety and Health Act (collectively, the "Excluded Liabilities"“OSHA”), and shall not be obligated for or any other claimsimilarly applicable state law, loss or liability relating and liabilities for healthcare expenses incurred prior to any act, omission or breach by any Assignor Closing; (ix) liabilities of Seller with respect to any options, warrants, agreements or convertible or other rights to acquire any shares of its capital stock of any class or under any benefit plans; (x) liabilities of Seller regarding any products manufactured or distributed by Seller prior to Closing; and (xi) any other liabilities arising out of facts or circumstances existing prior to the Business, the Assets Closing or the Assigned Contracts, or for any claim, loss or liability related operation of Seller’s Business prior to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Closing.

Assumption of Liabilities. Effective as Subject to the terms and conditions of this Agreement, at the Closing DateClosing, Assignee will Buyer shall assume and agree to payperform, perform pay or discharge the liabilities and discharge, as obligations of the Seller and when due, the Company related to the Business set forth on Schedule 1.5 including all liabilities associated with the Contracts and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after all accounts payable set forth on the Adjusted Closing Date with respect to the Assets and the Assigned Contracts and Balance Sheet (zas defined below) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee Except as set forth in this Section 1.5, Buyer shall not assumeassume or be responsible for any liabilities or obligations of Seller or the Company. Following the Closing, Seller shall perform, pay or discharge all liabilities and shall not be obligated obligations relating to paythe Business, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether Liabilities, that arose or not related relate to events occurring prior to the Assets Closing, including (i) all claims relating to products sold or Businessdistributed by the Company prior to the Closing Date with the exception of warranty repairs in the ordinary course of business and (ii) all liabilities and obligations of Seller or the Company to employees, agents, representatives or similar persons under any oral or written agreement, arrangement, benefit plan, insurance policy or other program except as provided in the Transfer of Undertakings (collectivelyProtection of Employment) Regulations 1981, as amended. Other than the Assumed Liabilities, the "Excluded Liabilities"Seller shall continue to be responsible for all debts payable by and claims outstanding against the Business at Closing or arising by reason of anything done or omitted to be done prior to Closing including all moneys, wages (including accrued holiday pay), taxes, rent and other expenses accrued as at Closing or in respect of any deed, matter, act or thing done or occurring up to that time, and, other than the Assumed Liabilities, this Agreement shall not operate to transfer to the Buyer or shall be obligated construed as an acceptance by the Buyer or shall make the Buyer liable for any debts, liabilities or obligations in respect of any assets of the business not purchased by the Buyer or in respect or anything done or omitted to be done before Closing in the course of or in connection with the Business or otherwise in respect of any asset of the Business not transferred under this Agreement. All amounts payable or receivable in respect of the Business which are of a periodical nature including rents, rates, insurance premiums, petrol, gas, water, electricity and telephone charges, royalties and other claim, loss outgoings or liability receipts relating to any act, omission or breach by any Assignor with respect the Business shall (unless otherwise expressly agreed) be apportioned between the Seller and the Buyer as at Closing on the day to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03day basis.

Assumption of Liabilities. Effective On and subject to the terms and conditions of this Agreement, Buyer agrees to assume and become responsible for the Assumed Liabilities as of the Closing Date. Buyer will not assume or have any responsi- bility, Assignee will assume and agree to payhowever, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to any other obligations or Liabil- ity of Seller not included within the Assets definition of Assumed Liabilities, including, but not limited to, (i) any Liability of Seller for income, transfer, sales, use, and other Taxes (exclud- ing real estate and personal property taxes which shall be apportioned as set forth in Section 2 (f)) arising in connection with the Assigned Contracts and (z) each other liability consummation of each Assignor thereunder the transactions contemplated hereby (including liabilities for any breach of a representation, warranty income Taxes arising because Seller is transfer- ring the Acquired Assets or covenant, or for because Seller has deferred gain on any claims for indemnification contained thereinDeferred Intercompany Transaction), to (ii) any Liability of Seller for the extent unpaid Taxes of any Person (other than any of Seller, its subsidiaries and only to landlords under the extent that Leases for which such liability Liability is due to the actions of Assignee prorated) under Treas. Reg. Section 1. 1502-6 (or any similar provision of Assignee's affiliatesstate, representatives local, or agentsforeign law), as a transferee or successor, by contract, or otherwise, (iii) after any Liability arising in the Closing Date Ordinary Course of Business or otherwise in connection with the operation or condition of the Stores prior to the end of the Interim Period including, but not limited to, Liabilities to employees with respect to salaries and employee benefits plans, (collectivelyiv) any Liability arising pursuant to the activities of Seller under the License, (v) any Liability of Seller relating to the "Assumed Liabilities"). Assignee shall not assumeWARN Act, (vi) any Liability of Seller for costs and shall not be obligated to payexpenses incurred in connection with this Agreement and the transactions contemplated hereby, perform or discharge, (vii) any liability Liability or obligation of Seller under this Agreement (or under any Assignor side agreement between Seller on the one hand and Buyer on the other than hand entered into on or after the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"date of this Agreement), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as of (a) On the terms set forth herein, on and after the Closing Date, Assignee will assume and agree to payBuyer shall assume, perform and dischargepay the Assumed Liabilities. (b) Buyer is assuming only the Assumed Liabilities from the Seller and its Affiliates and is not assuming any other liability of the Seller or any of its Affiliates of whatever nature, as whether presently in existence or arising hereafter (the “Retained Liabilities”) and when dueBuyer does not assume and shall in no event be liable for any such Retained Liabilities, including, but not limited to: (i) all liabilities to the extent arising out of or relating to the operation or conduct by the Seller or any of its Affiliates of any retained businesses and all liabilities to the extent arising out of or relating to any Excluded Asset; (ii) all liabilities and commitments of the Seller or its Affiliates in respect of Taxes incurred with respect to periods ending on or prior to the Closing Date; (iii) all liabilities and commitments relating to current or former employees of the Seller or its Affiliates, including without limitation (a) any compensation or benefits payable to present or past employees of the Seller or its Affiliates, including without limitation, any liabilities arising under any Employee Benefit Plan of the Seller or its Affiliates and any of the Seller’s or its Affiliates’ liabilities for vacation, holiday or sick pay, and indemnify (b) any liabilities under any employment, consulting or non-competition agreement, change of control agreement, indemnity agreement, any retention or performance-based bonus or other compensation agreement, and hold each Assignor harmless from any similar agreements, whether written or oral, and againstany liabilities arising out of the termination by the Seller or its Affiliates of any of their employees in anticipation or as a consequence of, or following, consummation of the transactions contemplated by the Documents executed or delivered pursuant to this Agreement; (xiv) each liability listed in Schedule 1.03all debt of Seller or its Affiliates for borrowed money; (v) all liabilities to any broker, finder or agent or similar intermediary for any broker’s fee, finders fee or similar fee or commission relating to the transactions contemplated by this Agreement for which the Seller or its Affiliates is responsible pursuant to Section 3.22; (yvi) each obligation all liabilities of each Assignor Seller and its Affiliates with respect to be performed any Environmental Law or environmental conditions, events, or circumstances, including with respect to any release of Hazardous Substances after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only said liabilities arise from or in connection with conditions, events or circumstances occurring on or before the Closing Date, including without limitation the migration of Hazardous Substances which were released on or prior to the extent that such liability is due to Closing Date; (vii) any other liabilities of the actions of Assignee (Seller or any of Assignee's affiliatescurrent or former Affiliates thereof, representatives or agents) after the Closing Date (collectivelyincluding without limitation Exeter Hong Kong Ltd., the "Assumed Liabilities"). Assignee shall not assumeif any, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as As of the Closing Date, Assignee will Buyer shall assume and agree undertake to pay, discharge and perform all obligations and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation Liabilities of each Assignor Seller under the Licenses owned by such Seller and included in the Purchased Assets and the Assumed Contracts to be performed which such Seller is a party insofar as they relate to the time on or after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability or arise out of each Assignor thereunder (including liabilities for any breach of a representation, warranty events occurring on or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee Buyer shall not assume, and shall not be obligated to pay, perform or discharge, assume any liability or obligation other Liability of any Assignor other than Seller, or any predecessor or Affiliate of any Seller, nor any Liability associated with or relating to the Purchased Assets or the Stations, including, without limitation, (i) any Liabilities under any Contract not included in the Assumed Contracts, (ii) any Liabilities (whether or not related under the Assumed Contracts and Licenses relating to the period prior to the Closing Date, (iii) any Action relating to the Stations and the Purchased Assets prior to the Closing, (iv) any Liabilities of each Seller arising under capitalized leases, financing arrangements or Businessindebtedness, (v) any Liabilities of each Seller under any employee pension, retirement, health and welfare or other benefit plan or collective bargaining agreement, (vi) any obligation to any employee of each Seller for severance, retention, performance or stay bonus, benefits, vacation time, sick leave accrued or any other compensation payable in connection with the consummation of the transactions contemplated by this Agreement or otherwise due and payable prior to the Closing, (vii) any Liability under or with respect to any Governmental Order to be discharged prior to the Closing, (viii) any Tax Liability of a Seller or (ix) any Liability relating to or arising out of any of the Excluded Assets (the Liabilities listed in Clauses (i) through (ix) above and any other Liability that is not an Assumed Liability, collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.

Assumption of Liabilities. Effective as Subject to the terms and conditions of this Agreement, on the Closing Date, Assignee will Buyer shall assume as of the Closing, the following liabilities and agree to pay, perform obligations of Seller and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date Banshee (collectively, the "Assumed Liabilities"). Assignee shall not assume): (a) any trade payable reflected on the Closing Balance Sheet; and (b) all of Seller's or Banshee's obligations to be performed in the ordinary course of business and consistent with past practice after the Closing Date pursuant to the express terms of the Seller Contracts included in the Assets, and bonus payments not to exceed $172,634 in the aggregate payable to Transferred Employees; it being expressly understood and agreed, however, that (i) in no event shall not Buyer assume or otherwise be obligated to paybound by or responsible for (x) any liability, perform or discharge, any liability duty or obligation of Seller or of Banshee under any Assignor other Indebtedness Contract or of any Seller Contract which is in excess or more burdensome than the Assumed Liabilities (whether or not related disclosed in writing to Buyer prior to the Assets or Business) execution hereof (collectively, which disclosure may be made by delivery to Buyer of true and complete copies of the "Excluded Liabilities"Seller Contracts and all amendments thereto), or which is incurred by Seller or Banshee after the date hereof in violation of this Agreement; (y) any amount payable (including fines, penalties, premiums and shall not be obligated for any other claim, loss or liability relating interest) to any act, omission Person under any of the Seller Contracts relating solely to periods on or breach by any Assignor with respect prior to the Business, the Assets Closing Date or the Assigned Contracts, to goods delivered or for any claim, loss services rendered or liability related performed prior to the Excluded Assets or Closing Date, unless reflected as a current liability on the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform Closing Balance Sheet and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except then only to the extent expressly assumed reflected on the Closing Balance Sheet, or (z) any liability, duty or obligation arising out of a breach, violation or default by Seller or Banshee of or under, or any failure of the Business or the Assets to be in compliance with the requirements of, any Seller Contract, prior to the Closing Date (including any event, fact or circumstance existing or occurring as of or prior to the Closing that, with the passage of time or the giving of notice, or both, may become such a breach, violation, default or failure to comply); and (ii) Buyer may elect not to assume Seller's or Banshee's obligations under any Seller Contract which can be terminated without penalty or cost to Seller or Banshee prior to or as of the Closing, provided Buyer gives Seller written notice as provided on Schedule 1.03below and cooperates with Seller as may be reasonably required to effect such termination, and further provided that all parties to such Seller Contract consent to such termination in writing. Any election of Buyer not to assume any Seller Contract pursuant to clause (ii) of this Section 2.3 shall be made by written notice to Seller at least 2 days prior to the Closing.

Assumption of Liabilities. Effective (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall irrevocably assume, effective as of the Closing Date, Assignee will assume and agree to pay, perform and discharge, as and when dueClosing, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representationClosing, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"). Assignee Purchaser shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge when due the following obligations, liabilities and commitments of Seller or of any Seller Subsidiary of any nature (collectively, the “Assumed Liabilities”), whether known or unknown, express or implied, primary or secondary, direct or indirect, liquidated, absolute, accrued, contingent or otherwise whether due or to indemnify become due: (i) all obligations, liabilities and hold Assignee harmless against. Without limiting commitments arising out of, relating to or otherwise in any way in respect of any of the foregoingTransferred Assets, among Transferred Permits or the operation or conduct of the Business by Purchaser or its affiliates on or after the Closing Date; (ii) all obligations, liabilities and commitments arising out of, relating to or otherwise in any way in respect of any suit, action or proceeding (a “Proceeding”) and any Claims, in each case arising out of the operation or conduct of the Business by Purchaser or its affiliates on or after the Closing Date; (iii) all obligations, liabilities and commitments assumed by Purchaser pursuant to Article VI; (iv) (A) all obligations, liabilities and commitments arising out of, relating to or otherwise in any way in respect of any and all products manufactured or sold by Purchaser or its affiliates on or after the Closing Date, including obligations, liabilities and commitments for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, product liability, merchantability and other thingsClaims relating to such products, and (B) all liabilities arising from service obligations and warranty obligations of Seller or any Seller Subsidiary to repair or replace defective goods or services sold by the matters described Business under the terms of any written contract, commitment or sale transaction entered into in the Prospectus ordinary course of business and relating to products shipped or services performed not more than six (6) months prior to the Closing Date; provided that Purchaser assumes no obligation of Seller or any Seller Subsidiary for incidental or consequential damages or for any personal injury, or for infringement of Intellectual Property, the sole obligation of Purchaser hereunder being the obligation to repair or replace defective goods or services; (v) all obligations, liabilities and commitments arising out of, relating to or otherwise in any way in respect of being the owner, lessee or occupant of, or the operator of the activities conducted at, the Transferred Real Property on or after the Closing Date except for such obligations, liabilities and commitments constituting Retained Liabilities; (vi) all liabilities, obligations and commitments for (A) Taxes arising out of or relating to or in respect of the Business or the Transferred Assets for any Post-Closing Tax Period (as defined in Section 10.06(b)), including the Post-Closing Tax Period of a Straddle Period (as defined in Section 10.06(b)), and (B) Transfer Taxes (collectively, the “Assumed Tax Liabilities”); (vii) all obligations, liabilities and commitments under Environmental Laws and Environmental Permits arising out of the caption "Legal Proceedings" shall be Excluded Liabilities except conduct of the Business after the Closing Date or conditions related to the Transferred Assets where such conditions first come into existence after Closing or to the extent expressly assumed any pre-Closing conditions are exacerbated after Closing; and (viii) all obligations, liabilities and commitments with respect to the Business Employees (as provided on Schedule 1.03defined in Section 3.12(a)) that (A) Purchaser has specifically agreed to assume pursuant to Article VI or (B) that transfer automatically to Purchaser or its affiliates under Applicable Law (collectively, the “Covered Employee Liabilities”). (b) Notwithstanding any other provision of this Agreement to the contrary, Purchaser shall not assume any Retained Liabilities, each of which shall be retained and shall be paid, performed and discharged when due by Seller or a Seller Subsidiary, as applicable. The term “Retained Liabilities” means:

Assumption of Liabilities. Effective Notwithstanding any contrary provision contained herein, the Purchaser shall not be deemed to have assumed, nor shall the Purchaser assume, any contract, lease, liability, performance or obligation of the Sellers unless specifically referenced as an assumed liability by the express terms of this Agreement, including, but not limited to: (i) any liability which may be incurred by reason of any breach of or default under such contracts, leases, commitments or obligations which occurred prior to the close of business on the Closing Date; (ii) any liability of the Sellers which pertains exclusively to assets of the Sellers not transferred to the Purchaser hereunder; (iii) any liability based upon or arising out of a violation of any antitrust or similar restraint-of-trade laws by any Seller at or prior to the close of business on the Closing Date, Assignee will assume and agree including, without limiting the generality of the foregoing, any such antitrust liability which may arise in connection with agreements, contracts, commitments or orders for the sale of goods or provision of services by any Seller reflected on the books of any Seller at or prior to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation the close of each Assignor to be performed after business on the Closing Date with respect Date; (iv) any liability based upon or arising out of any tortious actions of any Seller or any agent of the Sellers; (v) any liability for the payment of any taxes imposed by law on any Seller arising from or by reason of the transactions contemplated by this Agreement; (vi) any liability imposed by any federal, state or local governmental or regulatory agency or authority by reason of events that have occurred prior to the Assets and the Assigned Contracts and (z) each other liability close of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after business on the Closing Date Date; (collectivelyvii) any liability or obligation in respect of any tax of any kind including sales, use or excise taxes, income taxes, taxes based on or measured by income or franchise taxes attributable to periods or events prior to or ending on the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, close of business on the Closing Date; (viii) any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating Business with respect to any acttaxes, omission legal, accounting, brokerage or finder's fees or other expenses of whatever kind or nature incurred by or on behalf of any Seller, or any Affiliate, stockholder, director, employee or officer of any Seller incurred in connection with the transaction or performances contemplated by this Agreement; (ix) breach by or default of any Assignor obligation under any Employee Benefit Plan of any Seller; (x) any liability with respect to the Businessaccounts receivable of any Seller including, the Assets but not limited to, refund of overpayments, escheat liability, or credit balances on account of overpayments to any Seller; (xi) any employment contract; (xii) any obligation of USD or the Assigned ContractsSellers under any contracts for equipment services and supplies that relate to all centers owned directly or indirectly by USD other than obligations which related to service or supplies within the 30 day period following the Closing Date; or (xiii) any liability which does not relate in any way to the ownership, management, or for any claim, loss or liability related to operation of the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless againstBusinesses. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed Except as provided on Schedule 1.03.limited by the

Assumption of Liabilities. Effective Except as expressly provided in this Agreement, Purchaser shall not assume any liabilities or obligations of the Closing DateSeller. Purchaser hereby undertakes, Assignee will assume assumes and agree agrees to perform, pay, perform and dischargehonor, as and when duesatisfy, fulfill, and indemnify and hold each Assignor harmless from and againstdischarge the following, (x) each liability listed in Schedule 1.03, (y) each obligation of each Assignor hereinafter referred to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, as the "Assumed Liabilities"). Assignee shall not assume, whether liquidated, unliquidated, accrued, absolute, contingent, or otherwise: (a) any and all obligations, liabilities, or commitments specifically undertaken or assumed by Purchaser pursuant to the terms of this Agreement, including without limitation the Accrued Liabilities and the matters described in Section 4.15(b) hereof, in accordance with the provisions thereof; (b) any and all unperformed and unfulfilled liabilities, obligations, and shall commitments required to be performed and fulfilled by Seller under the terms of the Contracts and the other executory contracts, agreements, purchase, and sales orders, leases, licenses, commitments, and undertakings of the Business entered into in the Ordinary Course of Business, whether or not be obligated set forth in Schedule 1.12, or which have been entered into between the date hereof and Closing in the Ordinary Course of Business; (c) any and all liability for accrued vacation for all of the Hired Employees for all relevant periods prior to Closing, together with the other liabilities which collectively comprise the Accrued Liabilities; (d) any and all liability and responsibility for workers' compensation claims as set forth in Section 6.5; (e) any and all liabilities and obligations relating to claims asserted at any time on or after the Closing Date by any person or entity (including the expense of defense and settlement thereof) for or relating to personal injury, wrongful death, or property damage which occur on or after the Closing Date, including without limitation claims which involve allegations of Product Warranty Liability or Product Liability, which is actually or allegedly caused by, arising out of or resulting from Products or services sold or provided by Purchaser, whether directly or indirectly, in the conduct of the ASD business; and, (f) other than Accounts Payable and intercompany liabilities, any and all liabilities, obligations, and commitments incurred in the Ordinary Course of Business since the Balance Sheet Date and in accordance with the terms of this Agreement. It is expressly agreed that Purchaser has not assumed or agreed to perform, pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectivelyand that Seller hereby undertakes, the "Excluded Liabilities")assumes, and shall not be obligated for any other claimagrees to perform, loss or liability relating to any actpay, omission or breach by any Assignor with respect to the Businesshonor, the Assets or the Assigned Contractssatisfy, or for any claimfulfill, loss or liability related to the Excluded Assets or and discharge, the Excluded Liabilities, all of whichwhether liquidated, the Assignors shall remain obligated to payunliquidated, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoingaccrued, among other thingsabsolute, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03.contingent, or otherwise, including without limitation;

Assumption of Liabilities. Effective as of (a) At the Closing DateClosing, Assignee will Buyer shall assume and agree to pay, perform and dischargedischarge or perform, as and appropriate, when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation due only the Liabilities of each Assignor to be performed after the Closing Date with respect Companies relating to the Assets and the Assigned Contracts and Business specifically identified below in this SECTION 2.5(A) (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities"): (i) all expenses, accounts payable and other current liabilities of the Business set forth on SCHEDULE 2.5(A). Assignee shall not assume, in each case as set forth on the Balance Sheet and all expenses and accounts payable and other current liabilities of the Business incurred in the ordinary course on or after the Effective Date through the Closing Date consistent with SECTION 4.22; (ii) all Liabilities of the Business incurred in the ordinary course, including the Assumed Contracts, other than those Liabilities related to or resulting from (A) any personal injury whether based upon theories of tort, products liability or workmen's compensation through the Closing Date, (B) Environmental Conditions arising from or related to circumstances existing on or before the Closing Date, and shall (C) the wilful misconduct or gross negligence of any Company; and (iii) ad valorem or other similar Taxes to be prorated pursuant to SECTION 8.3(B). (b) Notwithstanding paragraph (a) above or any other provision of this Agreement, Buyer is not be obligated to payassuming under this Agreement or any other Transaction Document, perform or dischargeunless otherwise expressly stated therein, any Liability that is not specifically identified as an Assumed Liability under SECTION 2.5(A), including any of the following (each, an "Unassumed Liability"): (i) Liabilities arising out of any Default by any Company of any provision of any Contract; (ii) any product liability or obligation similar claim for injury to any Person or property, regardless of when made or asserted, that arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by any Company prior to the Closing Date, or alleged to have been made by any Company, or that is imposed or asserted to be imposed by operation of law in connection with any service performed or product sold or leased by or on behalf of any Assignor other than the Assumed Liabilities (whether Company on or not related prior to the Assets Closing; (iii) any Federal, state or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any local income or other claim, loss or liability relating to any act, omission or breach by any Assignor Tax payable with respect to the Business, the Assets or the Assigned ContractsPurchased Assets, or other properties or operations of any Company or any member of any affiliated group of which any Company is a member for any claim, loss or liability related a period prior to the Excluded Assets or the Excluded LiabilitiesEffective Date, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly that such Taxes are included in the Taxes specified in SUBPARAGRAPH (I) of SECTION 2.5(A); (iv) any Liabilities under or in connection with any Excluded Assets; (v) except for the salaries and wages of the Designated Employees which are assumed by Buyer pursuant to SECTION 2.5(A)(I) above, any Liabilities arising prior to the Closing Date or as provided a result of the Closing for severance, bonuses, accrued vacation pay or any other form of compensation to any employees, agents or independent contractors of any Company, whether or not employed by Buyer after the Closing and whether or not arising or under any applicable Law, Benefit Plan or other arrangement with respect thereto; (vi) any Liabilities of any Company arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the Transactions; (vii) any Environmental Liability arising from or related to circumstances existing on Schedule 1.03or before the Closing Date; (viii) any Liabilities to give credits or take other remedial actions for defective goods or services; (ix) any Liabilities for money borrowed; and (x) any other Liabilities that are not otherwise assumed by Buyer hereunder, that are not specifically listed as an Assumed Liability under SECTION 2.5(A). None of the foregoing exclusions shall operate to exclude any of the Liabilities assumed by Buyer under SECTION 2.5(A)(II).

Assumption of Liabilities. Effective as of From and after the Closing Date, Assignee will ConAgra shall assume and agree to pay, perform and dischargedischarge (i) the Company's accounts payable and accrued expenses existing as of the Closing Date, (ii) the Company's long-term debt and capital lease obligations (including current maturities thereof) existing as and when dueof the Closing Date, and indemnify and hold each Assignor harmless from and against, (xiii) each liability listed in Schedule 1.03, (y) each obligation all of each Assignor to be performed after the Closing Date obligations of the Company which thereafter accrue with respect to the Assets leases and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the actions of Assignee (or any of Assignee's affiliates, representatives or agents) after the Closing Date (collectively, the "Assumed Liabilities")contracts described in Section 1.7 hereof. Assignee ConAgra shall not assume, assume and shall not be obligated deemed to payhave assumed any other liability or obligation of the Company not described above, perform including, but not limited to: (a) Any liability or dischargeobligation of the Company for any taxes (including interest and penalties thereon) imposed on or measured by the Company's income for any period or periods ending before or after the Closing Date, including federal, state and local income taxes, or any liability or obligation of the Company for any Assignor withholding taxes, Social Security taxes, unemployment taxes, excise taxes, capital stock taxes, sales taxes, use taxes, gross receipt taxes or other than federal, state or local taxes of any nature (including all penalties) with respect to any time period; (b) Any liability or obligation for any sales, use or gross receipts taxes payable with respect to, or resulting from, the Assumed Liabilities transactions contemplated herein; (c) Any liability or obligation of the Company arising out of or resulting from any breach by Seller of any lease, contract or other agreement to which the Company is a party, whether or not related to such agreements are assumed by ConAgra hereunder; (d) Any liability or obligation of the Assets Company arising out of or Business) (collectivelyresulting from any violation of any federal, the "Excluded Liabilities")state or local laws or regulations including, without limitation, environmental laws and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contractsregulations, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in sale by the Prospectus under Company of any product; (e) Any liability or obligation of the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent Company not expressly assumed as provided on Schedule 1.03by ConAgra hereunder.

Assumption of Liabilities. Effective Upon the terms and subject to the conditions and limitations set forth in this Agreement, at the Closing, TRM or the applicable Tower Entity will assume from the applicable member of the HIG Group, as appropriate, any and all Liabilities of such Person of any kind or character to the extent relating to or arising from the ownership or use of the Transferred Assets or the Employee Group, including Transferred Employees and Non-Transferred Employees, as such Liabilities exist as of the Closing DateClosing, Assignee will assume but excluding all Excluded Liabilities, regardless of when such Liabilities may be discovered or reported ("Assumed Liabilities"), including the following Liabilities: (a) any Liability relating to any failure or alleged failure to comply with, or any violation or alleged violation of, any Applicable Law to the extent relating to the Transferred Assets, the Employee Group, including any Transferred Employees and agree any Non-Transferred Employees; (b) any Liability to paythe extent relating to any breach of any contract or agreement included in the Transferred Assets; (c) any Liability to the extent relating to any employee within the Employee Group, perform and dischargeincluding any Transferred Employee or any Non-Transferred Employee, as and when due, and indemnify and hold each Assignor harmless from and against, including any Liability to the extent relating to (xi) each liability listed in Schedule 1.03, (y) each obligation any employee benefit plan or employee benefits maintained by any member of each Assignor the HIG Group or any Person who was an Affiliate of the HIG Group on or prior to be performed after the Closing Date with respect to any employee within the Assets Employee Group, including any Transferred Employee or any Non-Transferred Employee, (ii) the termination of any employee benefit or employee benefit plans with respect to any employee within the Employee Group, including any Transferred Employee or any Non-Transferred Employee, (iii) payroll and employee benefits accrued by any employee within the Assigned Contracts and Employee Group, including any Transferred Employee or any Non-Transferred Employee, (ziv) each other liability the termination of each Assignor thereunder (employment of any employee within the Employee Group, including liabilities for any breach Transferred Employee or any Non-Transferred Employee, including, any termination of a representation, warranty any such Person deemed to have occurred upon the consummation of the transactions contemplated by this Agreement or covenantthe Stock Purchase Agreement, or for (v) any claims for indemnification contained therein)"Success Bonus", "Stay Bonus" or other bonus, profit sharing or incentive compensation payable to any Transferred Employee pursuant to any bonus plan of or maintained by any member of the HIG Group or any Person who was an Affiliate of the HIG Group on or prior to the Closing Date; (d) any Liability arising under any Producer Agreement or to the extent and only relating to the extent that Producer under any such liability is due Producer Agreement or the activities of such Producer under such Producer Agreement; (e) 50% of any Other Liability; and (f) any Liability for Taxes relating to or arising from the actions ownership or use of Assignee (the Transferred Assets, or any of Assignee's affiliatesthe Employee Group, representatives or agents) after including the Transferred Employees and the Non-Transferred Employees prior to the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Date.

Assumption of Liabilities. Effective On the terms and subject to the conditions of this Agreement, the Purchaser agrees, effective as of the Closing, to assume and to fully pay, discharge, satisfy and perform when due all Liabilities arising out of or relating to the Business or the Acquired Assets, excluding, in each case all of the Excluded Liabilities, (such assumed liabilities, the “Assumed Liabilities”), including the following: (a) All Liabilities arising under the Assumed Contracts; (b) All Liabilities (i) as of the Closing DateDate for accrued, Assignee will assume unpaid and agree unused vacation, sick leave, holiday entitlements and other entitlements for paid time off to pay, perform the extent set forth on Section 3.18(c) of the Disclosure Schedule and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (xii) each liability listed in Schedule 1.03, (y) each obligation of each Assignor to be performed that arise after the Closing Date with respect Date, relate to employee benefits, compensation or other arrangements for the benefit of Transferred Employees and do not arise or relate to any act or failure to act by a Seller Party on or prior to the Assets and the Assigned Contracts and Closing Date; (zc) each other liability of each Assignor thereunder (including liabilities for any All Liabilities, whether based on breach of a representation, warranty or covenantin negligence, strict liability, tort or otherwise, in respect of any and all products of the Business, and all Liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty, merchantability and other claims in respect of any claims for indemnification contained therein), and all products of the Business; (d) The Qualified Current Liabilities; (e) All Liabilities under the Purchase Orders; and (f) All Environmental Liabilities to the extent and only arising from any generation, transportation, disposition or release of Hazardous Materials by any Purchaser Party after the Closing; provided that notwithstanding anything to the extent that such liability is due contrary in this Agreement, no Non-Exacerbation Events shall, in and of themselves, be deemed to the actions constitute generation, transportation, disposal or re-disposal, management, use or release of Assignee (or Hazardous Materials by any of Assignee's affiliates, representatives or agents) Purchaser Party after the Closing Date (collectively, the "Assumed Liabilities"). Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the Assumed Liabilities (whether or not related to the Assets or Business) (collectively, the "Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by any Assignor with respect to the Business, the Assets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and discharge and to indemnify and hold Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent expressly assumed as provided on Schedule 1.03Closing.