Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. As of the Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.

Assumption of Liabilities. 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 Effective TimeTransaction Documents, SEARHC shall assume 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 not assume, agree to pay, dischargeperform or discharge or in any way be responsible for any debts (including interest and/or penalties thereon), liabilities 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 perform according to their terms, (ii) the following Liabilities of the City obligations set forth on Schedule 1.2(ii) (collectively, the “Assumed Liabilities”): (a) All 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 any an Assumed Contracts and Contract shall be an Excluded Liability. Without limiting the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership generality of the Assumed Contracts and foregoing, the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use Buyer is not assuming or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract agreeing to pay, perform or discharge or in any way be responsible for, any Excluded Liabilities, which shall include (i) that are attributable to all Indebtedness (which, for the Transferred Employeesavoidance of doubt, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount shall include all notes and interest payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”Company’s shareholders), or (ii) all Company Taxes, (iii) all obligations and liabilities related to employee compensation (which for the avoidance of doubt shall include payroll and accrued vacation expenses) and employee 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. Reg. §54.4980B-9 and workers’ compensation claims) as a result of the consummation of the transactions contemplated by this Agreement), (iv) all obligations and liabilities arising on or before the Closing Date, (v) all liabilities and obligations relating to or arising out of any transaction contemplated by this Agreement and (vi) any other employee liabilities owed to the stockholders of the City or the Hospital for any form of accrued unused paid time offCompany.

Assumption of Liabilities. As On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer will assume, effective as of the Effective TimeClosing Date, SEARHC shall assume and agree to paywill, from and after the Closing Date, perform, satisfy and discharge, and perform according to their terms, only the following Liabilities of the City Seller (collectively, the “Assumed Liabilities”): (a) All Liabilities all Accounts Payable, Accrued Expenses, all accrued but unpaid vacation days up to the Closing Date or the applicable Transfer Date for each Employee who becomes a Transferred Employee, and Accrued Rebates whether arising under any Assumed Contracts and the Real Property Leases from and prior to, on or after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective TimeClosing Date; (b) All all Liabilities of Seller under the Assigned Real Property Leases, Assigned Contracts and Assigned Approvals (including all Liabilities arising under out of, or relating to, any Licenses termination or announcement or notification by any third party of an intent to terminate any such Contract or Approval), and all Liabilities of Seller in respect of the instrument described on Schedule 3.6(b)(iv), but in each case only to the extent relating to the period from and after the Effective Closing Date; (c) all Liabilities arising out of or relating to employment, or service or compensation, employee benefits or termination of employment or service with respect to any Transferred Employees and their respective dependents and beneficiaries, in each case, in respect of service after the Closing Time, except as expressly set forth to the extent such Liabilities relate solely contrary in Section 6.5 (but subject to SEARHC’s use or ownership the reimbursement obligations of the Acquired Assets and operation of the Business and SEARHC’s use of such LicensesBuyer therein); and (cd) Notwithstanding Section 1.4(e) and Section 1.4(f) to all Liabilities arising out of, relating to, or otherwise in respect of, the contrary, Liabilities Radiopharmacy Business or Purchased Assets in respect of the City as of the Effective Time for any accrued unused paid time off as provided for period from and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on after the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offDate.

Assumption of Liabilities. As of the Effective Time, SEARHC Purchaser shall assume and agree to pay, discharge, and perform according to their terms, only those liabilities specifically described on Schedule 1.2 (the following Liabilities of the City (collectively, the “"Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of "). Except for the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and specifically described in the Hospital’s general Paid Time Off Policy immediately preceding sentence, Purchaser has not assumed 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 individual employee agreements (thus excluding satisfy as and when the same may become due. Without limiting the generality of the foregoing, Purchaser shall not be deemed to have assumed, nor shall Purchaser assume, any other forms liability based upon or arising out of paid leave, including without limitation any tortious or wrongful actions of Seller or any liability for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum payment of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee liability or obligation of Seller arising out of or in connection with the value negotiation and preparation of any such accrued unused paid time off such employee may have in excess of 80 hours as this Agreement and the consummation and the performance of the Effective Timetransactions contemplated hereby including, as well as without limitation, any other forms of paid leave as discussed above (the “Excess PTO Liability”), or tax liability so arising; (ii) any other employee liability or obligation of the City or the Hospital Seller for any form 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 accrued unused paid time offClosing other than the Mexican Value Added Tax (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 similar liability of Seller to any employee, officer, director or other person or entity allocable to services performed on or prior to the date hereof; or (iv) any contributions to any pension, employee benefit or profit sharing plan of Seller, ODM or OTC for the benefit of any of Seller's employees, officers or directors.

Assumption of Liabilities. As of the Effective TimeExcept 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, SEARHC shall assume Certegy hereby assumes and agree agrees to pay, perform, fulfill, and discharge, in accordance with their respective terms and perform according to their termsconditions, all of the following (regardless of when or where such Liabilities of the City (collectively, the “Assumed Liabilities”arose or arise or were or are incurred): (ai) All 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 any Assumed Contracts 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 Real Property Leases from Certegy Group, and after the Effective Timetheir dependents and beneficiaries, to the extent such Liabilities relate solely to SEARHC’s use relating to, arising out of or ownership resulting from future, present, or former employment with, or the provision of services for, a member of the Assumed Contracts Certegy Group or the Certegy Business (including Liabilities under Equifax Plans and Certegy Plans), (iii) all Liabilities relating to, arising out of, or resulting from any other actual or alleged employment, performance of services for, or any other type of financial relationship with the Real Property Leases Certegy Group or the Certegy Business; (iv) all Liabilities under any Individual Agreements relating to Transferred Individuals, and operation (v) all other Liabilities relating to, arising out of, or resulting from obligations, liabilities, and responsibilities expressly assumed or retained by a member of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, Certegy Group or a Certegy Plan pursuant to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”)this Agreement; provided, that the City however, that, consistent with Section 7.18, Certegy shall remain responsible for -------- ------- not assume any Liability arising under Law, policy or contract with respect to pay any claim which is made by any Person (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as other than a Person who is a member of the Effective Time, as well as any other forms Certegy Group) and which is related solely to Equifax's exercise of paid leave as discussed above (its fiduciary responsibility for the “Excess PTO Liability”), or (ii) any other employee investment of the City assets of the Equifax Plans prior to the Distribution Date (or prior to the Hospital Pension Plan Spinoff Date for any form purposes of accrued unused paid time offthe Equifax Pension Plan and prior to the Savings Plan Transfer Date for purposes of the Equifax Savings Plan).

Assumption of Liabilities. As (a) On the Closing Date, effective immediately upon consummation of the Effective TimeClosing, SEARHC 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, discharge, Buyer shall not assume and perform according to their terms, shall not be liable for any liabilities and obligations of Seller or the following Liabilities conduct of the City 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 remain liabilities and obligations of Seller (collectively, the “Assumed Excluded Liabilities”): ). Without limiting the generality of the foregoing, Buyer shall not assume and shall not be liable for any of the following liabilities or obligations of Seller: (ai) All Liabilities arising under any Assumed Contracts and liability or obligation for taxes attributable to or imposed upon Seller or Buyer, or attributable to or imposed upon the Real Property Leases from and after the Effective Time, Assets for any period (or portion thereof) ending on or prior to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leaveapplicable Closing Date, including without limitation for sick leavetaxes imposed upon Seller as a result of the transactions contemplated by this Agreement; (ii) all lawsuits, holidaysclaims and other liabilities or obligations arising in connection with all actions, attendance at continuing medical education programssuits, claims, investigations or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) proceedings to the extent relating to the City deposits conduct of the amount business relating to the Assets by Seller prior to Closing or the ownership of the Assets by Seller prior to Closing; (iii) all liabilities or obligations relating to the employment, failure to employ or termination of employment of any individual with respect to the business relating to the Assets by Seller or relating to or under any labor agreements or employee benefit or compensation arrangements, plans, programs, policies, practices or agreements, including, without limitation, severance or accrued vacation pay, of Seller or for the benefit of employees of Seller; (iv) any liability arising under Environmental Laws (as such term is defined in Section 7(j) hereof) with respect to the conduct of the business relating to the Assets by Seller prior to Closing; (v) any indebtedness for borrowed money or otherwise of Seller; (vi) any amounts payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC Seller’s affiliates; or (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (ivii) any Transferred Employee workers’ compensation claims relating to employees of Seller and resulting from the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offemployment by Seller.

Assumption of Liabilities. As Upon the sale and purchase of the Effective TimeContributed Assets, SEARHC FRS shall assume and agree to pay, discharge, pay or discharge when due the liabilities and perform according obligations of Clintec which are to their terms, be performed after the following Liabilities of Closing Date (as defined in Section 1.6 below) as are described on Schedule 1.2. Such liabilities to be assumed by FRS under this Agreement are hereinafter sometimes referred to as the City (collectively, the “"Assumed Liabilities”): ." Except as otherwise specifically provided in this Section 1.2, (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use FRS shall not assume or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time be liable for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding obligation or liability of Clintec, of any other forms of paid leavekind or nature, known, unknown, contingent or otherwise, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay limitation: (i) any Transferred Employee liability of Clintec incurred in connection with this Agreement and the value transactions provided for herein, including brokerage, accounting and counsel fees, transfer and other taxes, and expenses pertaining to the performance by Clintec of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Timeits obligations hereunder, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee liability or obligation of Clintec arising out of any contract or agreement, (iii) any liability or obligation arising out of or relating to the clinical development or testing of the City Compounds or the Hospital for Other Compounds on or prior to Closing, (iv) any form 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 obligation of accrued unused paid time offClintec 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 by FRS hereunder shall be treated as independent of its existing business and shall not enlarge any rights of third parties under contracts or arrangements with FRS or Clintec. Nothing herein shall prevent FRS from contesting in good faith any of the Assumed Liabilities.

Assumption of Liabilities. As of the Effective Time, SEARHC shall assume Leap hereby assumes and agree agrees to pay, perform, fulfill and discharge, and perform according to 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 City (collectivelyextent otherwise set forth in this Agreement, or the “Assumed Liabilities”):Separation and Distribution Agreement: (a) All all Liabilities to or relating to any Leap Individual, and his or her respective dependents and beneficiaries, in each case relating to, arising out of or resulting from employment by QUALCOMM or a QUALCOMM Entity before becoming a Leap Individual arising under any Assumed Contracts and the Real Property Leases from and after the Effective Timea QUALCOMM Plan, but only to the extent such Liabilities relate solely to SEARHC’s use the payment of a bonus to a Leap Individual or ownership relate to the payment or crediting of the Assumed Contracts accrued vacation and the Real Property Leases and operation of the Business after the Effective Time; sick pay; (b) All all other Liabilities arising under any Licenses from to or relating to Leap Individuals and after the Effective Timeother employees or former employees of Leap or a Leap Entity, and their dependents and beneficiaries, to the extent such relating to, arising out of or resulting from future, present or former employment with Leap or a Leap Entity (including Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licensesunder Leap Plans); and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) 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 contrary, Liabilities Close of the City as Distribution Date to employees of QUALCOMM, a QUALCOMM Entity or any other Person, by any Person who at the time of the Effective Time for any accrued unused paid time off as provided for actual or alleged offer of employment was an employee of QUALCOMM or a QUALCOMM Entity and described in the Hospital’s general Paid Time Off Policy and/or individual who then became an employee agreements of Leap or a Leap Entity); and (thus excluding any d) all other forms Liabilities relating to, arising out of paid leaveor resulting from obligations, including without limitation for sick leaveliabilities and responsibilities expressly assumed or retained by Leap, holidays, attendance at continuing medical education programsa Leap Entity, or otherwisea 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 Distribution Date, whether provided for by Law, policy and contract a Leap Individual's termination of employment with QUALCOMM to pay) that are attributable to the Transferred Employees, subject to become a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City Leap Individual shall remain responsible for any Liability arising under Law, policy not prevent or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as terminate Leap's assumption of the Effective Timeliability to pay such bonus amount, as well as any other forms even though the applicable QUALCOMM Plan may provide that termination of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital employment with QUALCOMM terminates QUALCOMM's liability for any form of accrued unused paid time offthis bonus.

Assumption of Liabilities. As Upon the terms and subject to the conditions of this Agreement, Purchaser shall unconditionally assume on the Effective Time, SEARHC Closing Date and shall assume and agree to unconditionally pay, dischargeperform and discharge when due, and perform according Purchaser shall fully and forever indemnify and defend Seller and each Seller Representative, and hold Seller and each Seller Representative harmless, from and against any and all debts, obligations and other Liabilities (including reasonable out-of-pocket attorney's and other professional fees, including any related to their termsthe enforcement of this Agreement) of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, accrued or unaccrued, whether relating to or arising prior to, at or after the Closing, in each case, to the extent resulting from, arising out of or relating to the Portfolio (except with respect to the Excluded Liabilities (as defined herein), which Seller is retaining and shall be solely responsible for), including the following Liabilities of the City (collectively, the “"Assumed Liabilities”"): (a) All all Indebtedness secured by any asset included in the Portfolio, including any Liabilities arising to lenders under any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of in connection with the Assumed Contracts and Loans or the Real Property Leases and operation of the Business after the Effective TimePrepayable Debt; (b) All 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 Licenses from and after the Effective Time, Environmental Law or constituting an Environmental Claim in relation to the extent such Liabilities relate solely Portfolio or any asset in the Portfolio; (g) all items of income and expense that are assumed by Purchaser pursuant to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such LicensesSection 1.9; and (ch) Notwithstanding Section 1.4(e) and Section 1.4(f) all other Liabilities in any way resulting from, arising out of or relating to the contraryPortfolio or any asset in or activity resulting from, Liabilities arising out of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable relating to the Transferred EmployeesPortfolio. Purchaser'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. Notwithstanding anything to the contrary contained herein, Seller shall assign to Purchaser at the Closing, subject to a maximum Purchaser complying with its obligations under this Section 1.6 to indemnify and defend Seller and each Seller Representative, and hold Seller and each Seller Representative harmless, from and against any and all Assumed Liabilities, all proceeds Seller or any Subsidiary thereof may be entitled to after the date hereof with respect of 80 hours for each such Transferred Employee (collectively, any insurance policy held at any time prior to the “Accrued PTO”) Closing by Seller or any subsidiary thereof with respect to any Portfolio Property to the extent the City deposits the amount payable related to the Transferred Employees for an Assumed Liability, such Accrued PTO on the Closing Date in assignment to be effected by an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract instrument mutually acceptable to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offPurchaser and Seller.

Assumption of Liabilities. 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 Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities ownership of the City Properties by Purchaser (collectively, but only to the extent such Liabilities and obligations first arise or accrue after the Closing Date) and the obligations of Seller under the Third Party Leases which first arise or accrue from and after the Closing Date (the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City ). Except as of the Effective Time for any accrued unused paid time off as provided for and described set forth in the Hospital’s general Paid Time Off Policy and/or individual employee agreements preceding sentence, and except as otherwise provided herein or in the Stock Purchase Agreement, Purchaser shall not, directly or indirectly, assume any Liabilities, obligations, or responsibilities of Seller of any nature whatsoever (thus excluding any other forms of paid leavethe “Retained Liabilities”), including without limitation for sick leavewhether liquidated or unliquidated, holidaysknown or unknown, attendance at continuing medical education programsactual or inchoate, accrued, contingent or otherwise, and whether provided for by Lawarising from facts existing or events occurring prior to, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on or after the Closing Date Date. Without limiting the generality of the foregoing, it is expressly agreed that Purchaser shall have no Liability to, for, or in an account respect of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value obligation or Liability of Seller to any such accrued unused paid time off such employee may have in excess present or former customer or supplier of 80 hours as of the Effective TimeSeller, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any obligation or Liability of Seller with respect to claims on account of personal injury arising 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 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 matters set forth on Schedule 5.4 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 City Closing Date, (iv) any obligation or Liability of Seller which is incurred or arises after the Hospital Closing Date which constitute Assumed Liabilities and (v) any obligation of Seller for state, local, foreign or federal Taxes including, without limitation, any form of accrued unused paid time offobligation for franchise, unitary business, capital stock or income Taxes (subject to Section 4.6 hereof).

Assumption of Liabilities. As Buyer shall assume, agree to perform, and discharge when due only those obligations of Seller arising out of the Effective Timecontracts and agreements listed on Schedules 7(j) and 7(k) with respect to the period from and after the Closing (the Assumed Liabilities"). Seller and Buyer agree that, SEARHC shall other than the Assumed Liabilities, Buyer does not agree to assume and agree to pay, discharge, and perform according to their terms, the following Liabilities shall have no responsibility for any of the City debts, obligations or liabilities of Seller (collectivelythe "Excluded Liabilities"), all of which shall remain the “Assumed Liabilities”):sole responsibility of Seller. The Excluded Liabilities include without limitation all of the following: (a) All Liabilities Any tax liability or tax obligation of Seller, which has been or may be asserted by any taxing authority, including without limitation any such liability or obligation arising under any Assumed Contracts and out of or in connection with this Agreement or the Real Property Leases from and after the Effective Timetransactions contemplated hereby. (b) Any liability or obligation of Seller whether incurred prior to, at or subsequent to the extent such Liabilities relate Closing for any amounts due or which may become due to any person or entity solely to SEARHC’s use or ownership 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 Contracts and Liabilities) whether incurred prior to, at or subsequent to the Real Property Leases and 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 after prior to the Effective Time;Closing. (be) All Liabilities arising under any Licenses from and after the Effective TimeAny claim, to the extent such Liabilities relate solely to SEARHC’s use liability or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contraryobligation, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leaveknown or unknown, including without limitation for sick leave, holidays, attendance at continuing medical education programs, contingent or otherwise, whether provided for by Lawthe existence of which is a breach of, policy and contract to pay) that are attributable to the Transferred Employeesor inconsistent with, subject to a maximum any representation, warranty or covenant of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date Seller set forth in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to paythis Agreement. (if) any Transferred Employee the value of any such accrued unused paid time off such employee may have Any liability or obligation specifically stated in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City this Agreement or the Hospital for any form of accrued unused paid time offSchedules hereto as not to be assumed by Buyer.

Assumption of Liabilities. As With the exception of those liabilities expressly assumed by Buyer in accordance with the Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities provisions of the City subsection 1(d) (collectively, the “Assumed Liabilities”): (a) All Liabilities arising under ), Buyer does not assume and shall in no event be liable for any Assumed Contracts and the Real Property Leases from and after the Effective Timedebts, to the extent such Liabilities relate solely to SEARHC’s use liabilities or ownership obligations of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under Corporation or any Licenses from and after the Effective TimeStockholder, to the extent such Liabilities relate solely to SEARHC’s use whether fixed or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrarycontingent, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leaveknown or unknown, including without limitation for sick leaveliquidated or unliquidated, holidays, attendance at continuing medical education programssecured or unsecured, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee otherwise (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO FundingExcluded Liabilities”); provided. Without limiting the foregoing, that the City shall remain responsible for any Liability arising under Law, policy or contract to payBuyer does not assume: (i) any Transferred Employee liability for Taxes (as hereinafter defined) payable for any periods prior to and including the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective TimeClosing Date, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”unless specifically set forth on Schedule 1(d)(i), or ; (ii) any other employee liability or obligation to any employee, director, officer or stockholder of the City 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 events occurring on or prior to the 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 Hospital for conduct of the Business; and (vii) any form liability or obligation arising as a result of, or which existence constitutes, a breach of accrued unused paid time offany of the Corporation’s representations, warranties or covenants contained in this Agreement.

Assumption of Liabilities. As of (a) At the Effective Time, SEARHC Covisint shall assume and agree to pay, discharge, discharge and perform according to their terms, the following Liabilities be responsible for all of the City liabilities and obligations, known and unknown, whether absolute or contingent, to the extent (collectively, but only to the extent) that such liabilities and obligations relate to the Transferred Assets or the Covisint Business (the “Assumed Liabilities”): ), including without limitation: (ai) All Liabilities all of Compuware’s payment, performance and other obligations under the Assigned Contracts, whether arising under any Assumed Contracts and the Real Property Leases from and prior to, on or after the Effective Time, ; and (ii) all other liabilities relating to the extent such Liabilities relate solely to SEARHC’s use Transferred Assets, whether incurred prior to, on or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business 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) All Liabilities arising Except as provided under this Section 2.2, Covisint shall not assume or agree to perform, pay or discharge, or have any Licenses from liability for, and after 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 Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and“Excluded Liabilities”). (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities The assumption of the City as liabilities by Covisint under this Section 2.2 shall not enlarge any rights of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, Third Parties under Contracts with Covisint or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offCompuware.

Assumption of Liabilities. As of the Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”): (a1) All Liabilities arising under any Assumed Contracts and the Real Property Leases from 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 Timeupon 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, including, without limitation, the Transferred Employees, shall, to the extent such Liabilities relate solely to SEARHC’s use or ownership permitted by applicable law, be assumed by Buyer and paid by Buyer in accordance with the terms of the Assumed Contracts applicable policies and procedures of Echelon and its subsidiaries in effect on the Real Property Leases and operation of the Business after the Effective Time;date hereof. (bd) All Liabilities arising under any Licenses from and after In the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value event of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time"plant closing" or "mass layoff" by Buyer, as well as any other forms of paid leave as discussed above defined by the Federal Worker Adjustment Retraining Notification Act, 29 U.S.C. ss. 2101 et seq. (the “Excess PTO Liability”"WARN"), or (ii) any other employee state law equivalent, which shall occur after the Closing Date, Buyer shall comply with all of the City requirements of WARN and any applicable state law equivalent and shall indemnify Echelon and its subsidiaries from and against any Losses incurred by Echelon and its subsidiaries as the result of any action against Buyer or the Hospital for any form of accrued unused paid time offEchelon (and/or its subsidiaries) under WARN.

Assumption of Liabilities. As of the Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”): (a) All Liabilities 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 Assumed Contracts 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 the Real Property Leases from and after the Effective Timeother plans, programs or obligations) (i) arising prior to the extent such Liabilities Closing Date that relate solely to SEARHC’s use any current or ownership of the Assumed Contracts and the Real Property Leases and operation 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 Effective Time;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) All Liabilities (i) Unless otherwise expressly provided in this Article IX, effective as of the Closing Date, Purchaser shall, or shall cause an Affiliate of Purchaser to, assume and be solely responsible and liable for all employment, compensation, severance and employee benefit-related Liabilities, obligations and commitments arising on or after the Closing Date (including, 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 Licenses Law of any jurisdiction or the 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 Effective TimeClosing Date. Purchaser shall, or shall cause an Affiliate of Purchaser to, solely in relation to obligations triggered by the extent such Liabilities relate solely to SEARHC’s use or ownership 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 Assets and operation Rights Directive or under transfer of undertakings in the applicable foreign jurisdiction prior to Closing that relate to any Former Business and SEARHC’s use Employee, Business Employee of such Licenses; anda Transferred Entity or Transferred Employee (or any dependent or beneficiary thereof) incurred prior to, on or after the Closing Date. (c) Notwithstanding Purchaser and its Affiliates shall be liable for Liabilities relating to the litigations and claims set forth in Section 1.4(e9.02(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. For the avoidance of doubt and notwithstanding anything to the contrary set forth herein, this Section 9.02(d) shall not apply 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 Section 1.4(f4.17 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 be obligated to assume, continue or maintain any of the Benefit Plans that are sponsored or maintained by Seller or any Affiliate of Seller (other than a Transferred Entity); (ii) no assets or Liabilities of any 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 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. (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 its Affiliates in relation to the contrarytrustees of any occupational pension scheme operated for the benefit of Transferred Employees who are employed primarily in the United Kingdom (the “UK Transferred Employees”), Liabilities of including the City ▇▇▇▇▇▇▇-▇▇▇▇▇ Squibb Pension Plan (the “Seller’s UK DB Pension Plan”) and the Seller’s supplemental pension and ancillary benefits provision as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements December 13, 2007 letter to certain UK Transferred Employees (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTOSeller’s UK Supplemental Pension Program”) under section 75 or section 75A of the United Kingdom Pensions Act 1995 (as amended) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy arises out of or contract to pay in connection with an employment cessation event (i) any Transferred Employee within the value of any such accrued unused paid time off such employee may have in excess of 80 hours as meaning of the Effective Time, Occupational Pension Schemes (Employer Debt) Regulations 2005 (as well amended)) as any other forms a result of paid leave as discussed above (the “Excess PTO Liability”), or transactions contemplated by this Agreement; and (ii) any other employee 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 City or the Hospital for any form of accrued unused paid time offUK Transferred Employees, including Seller’s UK DB Pension Plan and Seller’s UK Supplemental Pension Program.

Assumption of Liabilities. (a) As additional consideration for the Purchased Assets, Purchaser shall, on the date hereof, by its execution and delivery of the Effective TimeAssumption Agreement, SEARHC shall assume and agree to pay, discharge, pay and perform according all Liabilities of Seller (other than the "Retained Liabilities," as defined below) relating to their termsthe Business. (b) Purchaser shall not assume, pay or perform and Seller shall remain obligated for the following Liabilities of Seller, whether or not relating to the City Business (collectively, the “Assumed "Retained Liabilities”"): (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee Liability relating to the value of violation or failure to comply with any such accrued unused paid time off such employee may have in excess of 80 hours as Law relating to the operation of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or 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, whether or not relating to the Business and, with respect to periods subsequent to the date hereof, other employee than with respect to the operation of the City Business or the Hospital for ownership or use of the Purchased Assets; or (iv) any form Liability of accrued unused paid time offSeller 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 Stockholders.

Assumption of Liabilities. As of At the Effective TimeClosing hereunder and except as otherwise specifically provided in this Section 2.4, SEARHC Buyer shall assume and agree to pay, dischargedischarge or perform, and perform according to their termsas appropriate, the following Liabilities liabilities and obligations of Seller (the City (collectively, the “"Assumed Liabilities”):"). (a) All Liabilities all liabilities and obligations of Seller arising under any Assumed Contracts in the regular and ordinary course of the Real Property Leases Business from purchase orders for equipment, parts, supplies purchased by Buyer or in transit to Buyer to the extent that the same remain unpaid and after undischarged on the Effective Time, Closing Date and are accrued or reserved for on the Closing Balance Sheet. (b) all liabilities for accrued sick and vacation pay for all employees of the Business as of the Closing Date to the extent such Liabilities relate solely to SEARHC’s use liabilities are accrued or ownership reserved for on the Closing Balance Sheet. Except as set forth in Section 3.9 of the Assumed Contracts and the Real Property Leases and operation Disclosure Schedule, in no event shall Buyer assume or incur any liability or obligation under this Section 2.4 or otherwise in respect of any of the Business after the Effective Timefollowing: (u) any undisclosed liability; (bv) All Liabilities arising under except as otherwise expressly provided in Section 1.4 herein, any Licenses from and after the Effective Timeproduct liability or claim for injury to person or property, regardless of when made or 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 service performed or product sold or leased by or on behalf of Seller on or prior to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leaveClosing, including without limitation any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for sick leaveconsequential damage, holidayslost revenue or income; (w) any federal, attendance at continuing medical education programsstate, local or otherwiseforeign taxes, whether provided for by Lawincluding, policy but not limited to income, franchise, sales and contract use taxes, and penalties and interest as a result of Seller to pay) that are attributable qualify or become authorized to the Transferred Employees, subject to do business as a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date foreign corporation in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay jurisdiction (i) payable with respect to the business, assets, properties or operations of Seller or any Transferred Employee the value member of any such accrued unused paid time off such employee may have in excess affiliated group of 80 hours as of which it is a member for any period prior to the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”)Closing Date, or (ii) any other employee incident to or arising as a consequence of the City negotiation or consummation by Seller or any member of any affiliated group of which it is a member of this Agreement and the Hospital for transactions contemplated hereby; (x) any form liability or obligation under or in connection with Excluded Assets under Section 1.2; (y) except as otherwise expressly provided in this Agreement, any liability or obligation arising prior to or as a result of accrued unused paid time offthe Closing to any employees, agents or independent contractors of Seller, whether or not employed by Buyer after the Closing, or under any compensation or benefit arrangement with respect thereto; or (z) except as otherwise expressly provided in this Agreement, any liability or obligation of Seller arising or incurred in connection with, or incident to, the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and fees and expenses of counsel, accountants and other experts.

Assumption of Liabilities. As From and after the Closing Date, Buyer agrees to assume the following liabilities of the Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their termsSeller, the following Asset Sale Subsidiaries, their respective Affiliates and their respective predecessors, to the extent arising out of or related to the Transferred Businesses as currently or previously conducted and subject to the Excluded Liabilities whether now existing or hereafter arising and whether arising out of occurrences, events or incidents occurring before, on or after the City Closing and whether primary or secondary, direct or indirect, known or unknown, fixed or contingent (collectively, the “Assumed Liabilities”): (a) All Liabilities the Accounts Payable; (b) all of the debts, liabilities and obligations arising from the operation, conduct or ownership of the Business or the Transferred Assets prior to, on or after the Closing, including liabilities arising from or attributable to products of the Business sold or used prior to, on or after the Closing or any actual or alleged violation of law related to the operation of the Transferred Assets or the Business prior to, on or after the Closing; (c) all of the debts, liabilities and obligations of Seller and its Affiliates arising under any Assumed or relating to (i) the Transferred Contracts and (ii) the Real Property Leases from Transferred Leases; (d) except as otherwise specifically provided in Section 5.4, all of the liabilities and obligations with respect to employment, termination of employment, compensation, severance, retention or employee benefits of any nature owed to any Employees or Former Employees, whether or not employed by Buyer after the Effective TimeClosing, that (i) arises out of or relates to the employment relationship between Seller or its applicable Affiliate or predecessor and any such individuals, including any claims, liabilities or obligations that arise under any Law governing equal employment opportunity and discrimination in employment, occupational safety and health, the payment of wages and other compensation, the provision of workers’ compensation benefits, and other terms and conditions of employment, or (ii) arises out of or relates to any Seller U.S. Plan or Seller Foreign Plan; (e) such liabilities for state and local real and personal property Taxes with respect to the Transferred Assets that are due and payable subsequent to the Closing Date, to the extent such Liabilities relate solely Taxes are allocable to SEARHC’s use or ownership of the Assumed Contracts period subsequent to the Closing Date (in accordance with the methodology described in Section 5.16(b)), and Transfer Taxes to the Real Property Leases and operation of the Business after the Effective Timeextent owed by Buyer pursuant to Section 2.8; (bf) All Liabilities all liabilities whether arising under any Licenses from and before, on or after the Effective TimeClosing with respect to or arising from all actions, suits, proceedings, disputes, claims or investigations that relate to the extent such Liabilities relate solely to SEARHC’s use Business or ownership of the Acquired Assets Transferred Assets, at law, in equity or otherwise, including all actions, suits, proceedings, disputes, claims or investigations set forth in Schedule 3.7 and operation of the Business and SEARHC’s use of such Licenses3.8; and (cg) Notwithstanding all Environmental Liabilities. Buyer’s obligations under this Section 1.4(e) 2.3 will 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 the Ancillary Agreements or any closing or other document contemplated by this Agreement or the Ancillary Agreements, or any right or alleged right of indemnification hereunder or for any other reason. Buyer and Section 1.4(f) to the contrarySeller agree that, Liabilities insofar as any debts, liabilities and obligations of the City as Transferred Companies are being transferred by operation of law by the sale of the Effective Time for any accrued unused paid time off as provided for Shares, such debts, liabilities and described in obligations shall remain the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms debts, liabilities and obligations of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, Company after the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offClosing.

Assumption of Liabilities. As Except as set forth on Schedule 1.03, Purchaser does not assume or otherwise become responsible for, any liability or obligation of the Effective TimeSeller or claims of such liability or obligation, SEARHC shall assume and agree to paymatured or unmatured, dischargeliquidated or unliquidated, and perform according to their termsfixed or contingent, the following Liabilities or known or unknown, whether arising out of the City (collectivelyoccurrences prior to, the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and at or after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leavedate hereof, including without limitation limitation: a. Liability for sick leavea warranty claim for any product or service of the Seller based upon any express warranty, holidays, attendance at continuing medical education programsoral or written, or otherwiseany 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 provided based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured, distributed or sold for use by, or for services performed by Law, policy and contract to pay) that are attributable Seller which shall have arisen prior to the Transferred EmployeesClosing Date; c. Any liabilities to or in respect of any employee of the Seller including, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay without limitation: (i) any Transferred Employee employment agreement between the value 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 accrued unused paid time off such employee may have 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 excess connection with termination of 80 hours as of any matter described in the Effective Time, as well as any other forms of paid leave as discussed above immediately preceding clauses (the “Excess PTO Liability”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 the basis for any claim, liability, damages or penalty which shall have arisen prior to the 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) any other employee which adversely affects the Assets and which shall have been asserted prior to the Closing Date or the basis of which shall have arisen prior to the 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 City Seller under any agreement other than obligations to render services after Closing under Agreements with customers identified on Schedule 1.01(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 Hospital for Seller whether actual or contingent; and j. Any liability of any form affiliate of accrued unused paid time offthe Seller, including but not limited to, IceWeb, Inc., a Delaware corporation.

Assumption of Liabilities. 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 operation 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, SEARHC Purchaser shall not assume and agree to pay, dischargeany, and perform according to their termsSeller hereby expressly retains responsibility for all, the following Liabilities of the City 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 “Assumed Excluded Liabilities”):). In no event shall Purchaser assume, agree to pay, discharge or satisfy any of the Excluded Liabilities or otherwise have any responsibility for any Excluded Liabilities. For purposes of clarification, the Excluded Liabilities shall include, but not be limited to, the following liabilities and obligations of Seller and its Affiliates: (a) All Liabilities arising under any Assumed Contracts liabilities and the Real Property Leases from and after the Effective Time, obligations relating to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective TimeExcluded Assets (as hereinafter defined); (b) All Liabilities arising 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 any Licenses from common control with, such party, where “control”, “controlled by” and after “under common control with” means the Effective Timepossession, directly or indirectly, of the power to direct or cause the extent direction of the management and policies of such Liabilities relate solely to SEARHC’s use or party, whether through the ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contraryvoting securities, Liabilities of the City by voting trust, contract or similar arrangement, as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programstrustee or executor, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.

Assumption of Liabilities. As of (A) At the Effective TimeClosing, SEARHC Buyer shall assume and agree to pay, dischargedischarge or perform, and perform according to their termsas appropriate, the following Liabilities of the City (collectively, the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts , in the ordinary course of business and in accordance with the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership terms of the Assumed Contracts Liabilities. (B) Except for the Assumed Liabilities, Buyer is not assuming and shall not be obligated to pay any of Sellers' obligations or liabilities (such unassumed obligations and liabilities being referred to herein as the Real Property Leases "Excluded Liabilities") including by way of example and operation not by way of limitation any of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to payfollowing: (i) any Transferred Employee the value promissory notes issued by either Seller, including any notes to any lender or shareholder of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or a Seller; (ii) any other employee liability or obligation under or in connection with the Excluded Assets; (iii) any liability or obligation arising out of the City conduct of the Business prior to the Closing, whether now known or hereafter asserted; (iv) any liability or obligation relating to any Environmental Laws and Regulations or any Environmental Condition arising or accruing prior to the Closing; (v) any product liability or similar claim for injury to person or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by either Seller, or alleged to have been made by such Seller, or which 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 such Seller on or prior to the Closing, including without limitation any claim relating to any product delivered in connection with the performance of such service and any claim seeking recovery for consequential damage, lost revenue or income; (vi) any Taxes (a) payable with respect to the Business, the Assets, or the Hospital for properties or operations of Sellers' Tax Group; or (b) incident to, or arising as a consequence of, the negotiation or consummation by Sellers of this Agreement and the transactions contemplated hereby; (vii) any form liability or obligation arising prior to or as a result of accrued unused paid time offthe Closing to any employees, agents or independent contractors of either Seller, whether or not employed by Buyer after the Closing, or under any Employee Benefit Plan or other benefit or compensation arrangement with respect thereto, including any such Plan or arrangement referred to in Section 4.11 or Section 4.21; and (viii) any liability or obligation of either Seller arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, including the fees and expenses of counsel, accountants and other experts.

Assumption of Liabilities. As Buyer shall assume, agree to perform, and discharge when due only those obligations of Seller arising out of the Effective Timecontracts, SEARHC shall leases and agreements listed on Schedules 7(j) and 7(k) with respect to the period from and after the date of this Agreement (the Assumed Liabilities"). Seller and Buyer agree that, other than the Assumed Liabilities, Buyer does not agree to assume and agree to pay, discharge, and perform according to their terms, the following Liabilities shall have no responsibility for any of the City debts, obligations or liabilities of Seller (collectivelythe "Excluded Liabilities"), all of which shall remain the “Assumed Liabilities”):sole responsibility of and shall be paid and discharged by Seller as they become due. The Excluded Liabilities include without limitation all of the following: (a) All Liabilities 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 under any Assumed Contracts and out of or in connection with this Agreement or the Real Property Leases from and after the Effective Timetransactions contemplated hereby. (b) Any liability or obligation of Seller whether incurred prior to, at or subsequent to the extent such Liabilities relate solely date of this Agreement for any amounts due or which may become due to SEARHC’s use any person or ownership 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 Contracts and Liabilities) whether incurred prior to, at or subsequent to the Real Property Leases and 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 after prior to the Effective Time;date of this Agreement. (be) All Liabilities arising under any Licenses from and after the Effective TimeAny claim, to the extent such Liabilities relate solely to SEARHC’s use liability or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contraryobligation, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leaveknown or unknown, including without limitation for sick leave, holidays, attendance at continuing medical education programs, contingent or otherwise, whether provided for by Lawthe existence of which is a breach of, policy and contract to pay) that are attributable to the Transferred Employeesor inconsistent with, subject to a maximum any representation, warranty or covenant of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date Seller set forth in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to paythis Agreement. (if) any Transferred Employee the value of any such accrued unused paid time off such employee may have Any liability or obligation specifically stated in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City this Agreement or the Hospital for any form of accrued unused paid time offSchedules hereto as not to be assumed by Buyer.

Assumption of Liabilities. As of (a) At the Effective TimeClosing, SEARHC the Buyer shall assume and agree to pay, discharge, and perform according to their termsor perform, as appropriate, when due only the following Liabilities of the City Seller specifically identified below in this Section 2.5(a) (collectively, the “Assumed Liabilities”): (ai) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective TimeAccounts Payable, but in each case only to the extent such Liabilities relate solely set forth on the Closing Balance Sheet; (ii) the Accrued Expenses, but in each case only to SEARHC’s use or ownership the extent set forth on the Closing Balance Sheet; (iii) the Crestmark Note, the outstanding balance of which as of the Assumed Closing Date shall be reflected on the Closing Balance Sheet; (iv) any post-Closing executory obligations under those Contracts and the Real Property Leases and operation identified as assumed Contracts on Section 4.16 of the Business after the Effective Time;Disclosure Schedule. (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use Notwithstanding paragraph (a) above or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms provision of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectivelythis Agreement, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for Buyer is not assuming under this Agreement or any other Transaction Document any Liability arising that is not specifically identified as an Assumed Liability under LawSection 2.5(a) (each, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the an “Excess PTO Excluded Liability”), including any of the following: (i) all Liabilities arising out of any Default by the Seller of any provision of any Contract, Law, or Governmental Permit; (ii) all product Liabilities, Liabilities relating to services provided, or 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 Closing; (iii) any federal, state, or local income or other Tax payable with respect to the Business, the Purchased 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 Liabilities under or in connection with any Excluded Assets; (v) all Liabilities arising prior to the Closing Date, or as a result of the Closing, for severance, bonuses, or any other employee form of compensation to any employees, agents, or independent contractors of the City Seller, whether or not employed by the Hospital 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 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 Crestmark Note); (xii) all Liabilities of any form Seller Party or Affiliate thereof based upon an act or omission of accrued unused paid time offsuch Person after the Closing; (xiii) all Liabilities related to or arising out of any Benefit Plan; and (xiv) any other Liabilities, regardless of when made or asserted, that are not specifically assumed hereunder.

Assumption of Liabilities. As At the Closing, Buyer will ------------------------- assume and become responsible only for the liabilities of Sellers which are reflected on the June 30 Balance Sheet and any trade debts (including payroll) of the Effective TimeSellers incurred between July 1, SEARHC 2002 and the Closing Date, but only to the extent that such trade debts arose in the ordinary course of business consistent with past practice, and Sellers' obligations under the Assumed Contracts (collectively, the "Assumed Liabilities"). Other than the Assumed ------------------- Liabilities, Buyer shall not assume any liabilities or obligations of Sellers of any kind or nature whatsoever. Without limiting the generality of the foregoing, Buyer shall not be responsible for any liabilities associated with, arising out of or relating to the Excluded Assets. Sellers acknowledge that the following is a non-exclusive listing of some of the liabilities and obligations of Sellers which Buyer shall not assume or agree to pay, discharge, perform or discharge (unless and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, only to the extent they are included in the Assumed Liabilities): (A) any and all items of governmental, judicial, or adversarial proceedings (public or private), litigation, hearings, arbitrations, disputes or investigations against or involving any Seller, its subsidiaries affiliates, directly or indirectly; (B) any and all amounts claimed against any Seller or Buyer by, or on behalf of, any former or current employee of such Liabilities Seller, relating to, based upon or arising from or in connection with (i) service performed for such Seller prior to the Closing Date, including without limitation any claim or claims relative to, based upon or arising from or in connection with the terms and conditions of employment or the termination of employment with such Seller, (ii) any contracts of employment between a Seller and any of its employees, or (iii) any and all union or collective bargaining contracts, agreements, benefit plans, or understandings to which a Seller is a signatory or by which a Seller is claimed to be bound, or (iv) any and all liabilities which arise out of or relate solely to SEARHC’s use pension, profit sharing, health, welfare, disability, workers' compensation or ownership other employment benefit plans maintained by a Seller or any union or other labor organization or any of its subsidiaries or affiliates, including without limitation any liability arising from such Seller's under-funding or termination of any such plans or reduction of any other employment benefits of any kind or nature whatsoever in connection with the consummation of the Assumed Contracts and the Real Property Leases and operation transactions contemplated by this Agreement or otherwise; (C) Taxes, including any Taxes arising as a result of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership sale of the Acquired Assets pursuant to this Agreement, and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) including any Taxes with respect to the contraryAcquired Assets relating to the Pre-Closing Period; (D) any and all claims arising out of, Liabilities related to or based upon any products sold, developed, delivered or manufactured, or any services provided, by a Seller and, without limiting the representations and warranties set forth at Section 3.21, any and ------------ all claims arising or accruing on or after the Closing with respect to sales of the City as products or provision of the Effective Time for services which occurred prior to Closing; (E) any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements all claims, liabilities and obligations, costs and expenses (thus excluding any other forms of paid leave, including without limitation for sick leavefees, holidaysdisbursements and expenses of legal counsel, attendance at continuing medical education programsexperts and engineers and the costs of investigation, feasibility study and remedial action) arising from or under Environmental Law or Environmental Claims, without regard as to whether Buyer has conducted any environmental due diligence, and whether such Environmental Claims arise or accrue before, on or after the Closing in connection with acts, events or omissions that occurred, or otherwiseconditions or circumstances that existed, whether provided for by Law, policy on or before the Closing. The parties hereto expressly agree and contract acknowledge that Buyer is not and will not be a successor-in-interest to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offeither Seller.

Assumption of Liabilities. As of Except as set forth in section 2.2, at the Effective TimeClosing, SEARHC Buyer shall assume and shall agree to pay, dischargeperform and discharge all of the liabilities and obligations (whether incurred, accrued, arising or known before or after the Closing, and perform according whether or not reflected or provided for, or required to their termsbe reflected or provided for, on the following Liabilities Closing Balance Sheet as defined in section 3.3) which relate to or arise out of the City Business or the operation, condition or use of any Purchased Asset prior to the Closing (collectively, the “"Assumed Liabilities”):"). The Assumed Liabilities shall include, but not be limited to, all liabilities and obligations which at any time relate to or arise out of the following: (a) All Liabilities arising under any Assumed Contracts and demands, claims, actions or causes of action ("Claims"), whether for personal injuries or property, consequential or other damages of any kind, asserted in respect of products manufactured or sold before the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use Closing by Seller or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Timeany predecessor thereof; (b) All Liabilities arising the obligations of Seller under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; andAssumed Contracts; (c) Notwithstanding Section 1.4(ethe obligations of Seller under the agreements, identified on Schedule 2.1(c) hereto, between Seller and Section 1.4(f) certain individuals currently employed by Seller for severance, disability and other payments to be made, after the contraryClosing, Liabilities following the termination by Buyer of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements such individual's employment; (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”d) to the extent applicable to any of the City deposits employees of the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); providedBusiness, that the City shall remain responsible for any Liability arising under Laweach bonus, policy severance or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such termination agreement, hospitalization, retirement, medical or other medical, life or other insurance, supplemental employment benefit, profit sharing, pension or retirement plan, agreement, program or arrangement and each other employee may have in excess of 80 hours benefit plan or other welfare plan, agreement, program or arrangement, whether formal or informal, maintained by Seller as of the Effective TimeClosing Date; (e) any Claims against the Business or Seller which are asserted by any employees of Seller or their beneficiaries, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”)heirs or assignees, which Claims relate to events occurring, or actions taken or omitted to be taken, before or after the Closing; (iif) any taxes, charges, fees, levies and other employee of the City or the Hospital for assessments imposed by any form of accrued unused paid time off.governmental body, including income, gross receipts, excise,

Assumption of Liabilities. As (a) Without limiting Section 4(c) below, the parties agree and acknowledge that prior to the Closing Date, Seller will pay or reserve against all liabilities other than deferred revenues and operating leases assumed by Buyer under Section 4(b) below. (b) On the Closing Date, effective upon consummation of the Effective TimeClosing, SEARHC Buyer shall assume and agree to paydischarge only the liabilities and obligations of Seller identified on Exhibit B hereto (the “Assumed Liabilities”), dischargewhich liabilities shall specifically include banked vacation entitlement or accrued vacation pay owing to Transferred Employees as at the Closing Date. (c) Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer shall not assume and perform according to their termsshall not be liable for any liabilities and obligations of Seller, the following Liabilities Shareholders or the conduct of the City Business by Seller of whatever nature whether presently in existence or arising hereafter, except for the Assumed Liabilities. All such liabilities and obligations, other than the Assumed Liabilities, shall be retained by and remain liabilities and obligations of Seller and the Shareholders, as the case may be (collectively, the “Assumed Excluded Liabilities”): (a) All Liabilities arising under any Assumed Contracts and ). Without limiting the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership generality of the Assumed Contracts foregoing, Buyer shall not assume and the Real Property Leases and operation shall not be liable for any of the Business after following liabilities or obligations of Seller or the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay Shareholders: (i) any Transferred Employee and all taxes levied by and owing to any foreign, federal, provincial, territorial, municipal or local taxing authority with respect to the value of any such accrued unused paid time off such employee may have in excess of 80 hours as ownership or use of the Effective Time, as well as any other forms Assets by Seller or the conduct of paid leave as discussed above (the “Excess PTO Liability”), or Business by Seller; (ii) any liabilities or obligations related to the Excluded Assets or which are not directly incident to or arising out of or incurred with respect to the Business; (iii) all lawsuits, claims and other employee liabilities or obligations arising in connection with all actions, suits, claims, investigations or proceedings to the extent relating to the conduct of the City Business by Seller or the Hospital ownership of the Assets by Seller; (iv) subject to Section 12 below, all liabilities or obligations relating to the employment, failure to employ or termination of employment of any individual with respect to the Business by Seller or relating to or under any labour agreements or employee benefit or compensation arrangements, plans, programs, policies, practices or agreements, including, without limitation, severance or accrued vacation pay, of Seller or for the benefit of employees of Seller, the whole to the extent that such liabilities do not relate to Transferred Employees, as defined below; (v) any form liability arising under Environmental Laws (as such term is defined in Section 5(j) hereof) with respect to the conduct of accrued unused paid time offthe Business by Seller; (vi) any indebtedness for borrowed money or otherwise of Seller or the Shareholders; (vii) any amounts payable to Seller’s affiliates; or (viii) any workers’ compensation claims relating to employees of Seller.

Assumption of Liabilities. As (a) Subject to the terms and conditions of this Agreement, the Effective Time, SEARHC 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, dischargethe Buyer shall not assume or become responsible for, and perform according each Seller shall remain solely liable for, any and all liabilities or obligations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, whether accrued or unaccrued, whether due or to their termsbecome due, and whether claims with respect thereto are asserted before or after the following Closing) of such Seller which are not Assumed Liabilities of the City (collectively, the “Assumed "Retained Liabilities”):"). The Retained Liabilities shall include, without limitation, the following: (ai) All Liabilities arising 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 Assumed Contracts agreements, contracts, leases or licenses that are not Assigned Contracts; (v) all obligations of either Seller arising prior to the Closing under the Assigned Contracts, and all liabilities for any breach, act or omission by either Seller prior to the Real Property Leases Closing under any Assigned Contract; (vi) all liabilities and obligations of either Seller arising out of events, conduct or conditions existing or occurring prior to the Closing that constitute a violation of or noncompliance with any Law or Regulation, any judgment, decree or order of any 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 business by either Seller or any predecessor business or company prior to the 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 after the Effective Time, obligations referred to in this clause (ix) shall constitute Retained Liabilities only to the extent such Liabilities relate solely asserted by the Buyer prior to SEARHC’s use or ownership the fifth anniversary of the Assumed Contracts and Closing Date; provided, further however, that Retained Liabilities shall include all Damages which result from an event, condition, release or violation asserted by the Real Property Leases and operation of the Business after the Effective TimeBuyer prior to such date whether or not they are known or asserted before such fifth anniversary; (bviii) All Liabilities arising 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 Licenses from 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 after plans listed in Section 3.13(e) of the Effective Time, 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 extent such Liabilities relate solely 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 SEARHC’s use or the ownership of the Acquired Assets and or the operation of the NMC Business or the CMS Business on or prior to the Closing; (xiv) all liabilities and SEARHC’s 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; (xv) 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, bank credit line or indebtedness for borrowed money; (xvii) all liabilities and obligations of either Seller relating to any of 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, transfer, sublease or sublicense such Restricted Assets to the Buyer and such Seller does not provide to the Buyer the benefits of such LicensesRestricted Assets pursuant to Section 2.9(b); (xix) all liabilities and obligations with respect to the matters for which any provision of this Agreement provides that the Buyer shall assume no liability; (xx) all liabilities and obligations of either Seller not related primarily to either the NMC Business or the CMS 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 (cxxii) Notwithstanding Section 1.4(e) all liabilities and Section 1.4(f) obligations of either Seller arising out of events, conduct or conditions existing or occurring prior to the contraryClosing that do or allegedly constitute an infringement or violation of, Liabilities or do or allegedly constitute a misappropriation of, any Intellectual Property rights of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, person or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offentity.

Assumption of Liabilities. As of partial consideration for the Effective TimeSubject Assets, SEARHC the Buyer shall assume and agree to pay, discharge, and perform according to their termsthe Assumed Liabilities. Except for the Assumed Liabilities, the following Liabilities Buyer shall not be obligated under, nor shall the Buyer be or become liable for, any obligation, Contract, debt or liability of the City (collectivelySeller or the Subject Business, the “Assumed Liabilities”): including, without limitation, (a) All Liabilities 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 Contracts and Contract in connection with any breach or default thereunder that occurred on or before the Real Property Leases 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, or (e) any other obligations, debts, liabilities or claims arising from and after the Effective Time, or relating to the extent such Liabilities relate solely to SEARHC’s use or operation of the Subject Business and/or the ownership of the Assumed Contracts Subject Assets on or prior to the Closing Date. The Seller covenants and the Real Property Leases agrees to pay and operation discharge (i) all obligations, debts and liabilities of the Seller and/or the Subject Business after other than the Effective Time; Assumed Liabilities, and (bii) All Liabilities arising under any Licenses from and after on or before the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership Closing Date all accounts payable of the Acquired Assets and operation of the Subject Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City existing as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offDate.

Assumption of Liabilities. As Buyer does not hereby and shall not at any time assume any liabilities or obligations of the Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities Seller of the City any nature whatsoever except as may be specifically set forth herein (collectively, the “Assumed Excluded Liabilities”):). Without limiting the foregoing, Excluded Liabilities shall include: (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Timeliability of Seller for Taxes, including, but not limited to, all liabilities for or in respect of any Taxes for all periods ending on or prior to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective TimeClosing Date; (b) All Liabilities any liability for product liability claims arising under from the manufacture, sale, use or production of any Licenses from and after the Effective TimeAcquired Asset or other product or service produced, imported, sold or provided by Seller or its Predecessors in Interest prior to the extent such Liabilities relate solely to SEARHC’s Closing; (c) any liability for infringement claims arising from any product or service produced by or as a result of the use or ownership of the Acquired Assets prior to the Closing; (d) any liability of Seller or its Predecessors in Interest under this Agreement or any other Ancillary Agreements; (e) any liability for legal, accounting and operation audit fees and any other expenses incurred by Seller or its Predecessors in Interest in connection with this Agreement or any other Ancillary Agreements; (f) any liability of Seller or its Predecessors in Interest relating primarily or exclusively to any asset of Seller or its Affiliates other than the Acquired Assets; (g) all liabilities relating to the ownership or use of the Business and SEARHC’s use of such Licenses; andAcquired Assets or the Alachua Facility by any person or entity at or before the Closing; (ch) Notwithstanding Section 1.4(e) and Section 1.4(f) all liabilities relating to the contrary, Liabilities tax collector of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC Alachua County (the “PTO FundingAlachua County Tax Collector”); provided, that or to any Ad Valorem taxes for tax years prior to calendar year 2006, or to the City shall remain responsible claims or rights of any holders of any tax certificates issued for any Liability arising tax year prior to calendar year 2006, or to any obligation of any debtors or the Seller under Lawany motion, policy order or contract approved action within the Bankruptcy Case, including any payment or performance obligation required to payremove any liens or encumbrances on the Acquired Assets; and (i) any Transferred Employee liabilities or legal responsibility whatsoever, express or implied, to any Person or Governmental Authority, whether known or unknown, including but not limited to statutory, regulatory, contract, consent or common law, of Seller or its Predecessors in Interest, regarding the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of Property, Acquired Assets or the Effective TimeAlachua Facility including response action, as well as a Potentially Responsible Party, for an actual or threatened release of a hazardous material or any other forms of paid leave as discussed above (Pre-Existing Environmental Conditions in existence prior to the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offClosing Date.

Assumption of Liabilities. As (a) Upon the sale and purchase of the Effective TimeSubject Assets, SEARHC Buyer shall assume and agree to pay, discharge, and perform according to pay or discharge when due in accordance with their terms, respective terms only the following Liabilities liabilities (the "Assumed Liabilities") of Seller: (i) the executory obligations of performance under the contracts listed on SCHEDULE 1.1(F) hereto, but not including any liabilities or obligations arising out of any default or breach by Seller prior to the Closing under any such contract or any liabilities or obligations arising out of the City return of any product which was sold prior to the Closing; and (b) Buyer shall not assume and shall not pay any other liabilities of Seller (collectively, the “Assumed "Excluded Liabilities”):"), including, but not limited to: (ai) All Liabilities arising under any Assumed Contracts liabilities incurred by Seller in connection with this Agreement and the Real Property Leases from transactions provided for herein, including, without limitation, any counsel and after the Effective Timeaccountant's fees or expenses, and any expenses pertaining to the extent such Liabilities relate solely to SEARHC’s use or ownership performance by Seller of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Timeits obligations hereunder; (bii) All Liabilities arising under any Licenses from and all Taxes (as defined in Section 2.9) of Seller (whether relating to periods before or after the Effective Timetransactions contemplated in this Agreement or incurred by Seller in connection with this Agreement and the transactions provided for herein), and any liability, pursuant to a Tax allocation agreement or otherwise 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 or successor liability; (iii) 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; (iv) liabilities for customer returns, disputes, complaints, product failures, claims and credits arising from the sale or license of any product or provision of any service prior to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; andClosing Date; (cv) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities liabilities of the City as of the Effective Time Seller for any accrued unused paid time off as provided mortgages, pledges, loans, bank indebtedness, stockholder indebtedness, indebtedness for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programsTaxes, or otherwise, whether provided including, without limitation, liabilities for by Lawinterest due to any lender or Stockholder; (vi) liabilities of Seller under any contracts, policy agreements or other arrangements not listed on SCHEDULE 1.1(F); (vii) liabilities with respect to events, acts, circumstances, omissions, conditions or any other state of facts (including, without limitation, any claim relating to or associated with product liability or warranty matters, Tax matters, employee and contract benefits matters and any failure to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”comply with applicable laws) to the extent the City deposits the amount payable same relate to the Transferred Employees for such Accrued PTO on property, assets or business of Seller and occur prior to the Closing Date in an account Date; (viii) any and all liabilities relating to the Excluded Assets; and (ix) liabilities of SEARHC (Seller of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whatsoever, other than the “PTO Funding”); providedAssumed Liabilities. Consistent with the foregoing, that the City and without limitation, Seller shall remain retain and be responsible for and pay, as the same are incurred, and Buyer shall have no obligations or liabilities whatsoever with respect to, any Liability and all losses, damages, obligations, liens, assessments, judgments, fines, costs and expenses, liabilities and claims, including, without limitation, interest, penalties and reasonable fees of counsel and experts of every kind or nature whatsoever, made by or owed to any person arising under Lawout of or in connection with the Excluded Liabilities. Seller and the Stockholders agree, policy or contract as provided in Section 10, to pay (i) indemnify and hold Buyer and its affiliates harmless from and against any Transferred Employee and all claims relating to Excluded Liabilities that Seller and the value Stockholders are responsible for as described in this Section 1.3(b). The assumption of any such accrued unused paid time off such employee may have liabilities by any party hereunder shall not enlarge any rights of third parties under contracts or arrangements with the Buyer or Seller and nothing herein shall prevent any party from contesting in excess good faith any of 80 hours said liabilities as of the Effective Time, as well as against any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offthird party.

Assumption of Liabilities. As of At the Effective TimeClosing, SEARHC the Buyer shall assume and become responsible for only the liabilities and obligations (the "Assumed Liabilities") of the Seller (a) that constitute accounts payable and commissions payable, (b) that constitute accrued expenses (a description of which is set forth in Section 2.5 of the Seller Disclosure Schedule) and that are properly and adequately accrued or reserved for on the Special Purpose Statement, or (c) under the agreements, contracts, commitments and leases that are not marked with an asterisk in Section 3.13 of the Seller Disclosure Schedule (other than any liabilities or obligations arising out of any breach by the Seller, including without limitation, failure by the Seller to perform any obligations thereunder). Other than the Assumed Liabilities, the Buyer shall not assume any liabilities or obligations of the Seller of any kind or nature whatsoever (the liabilities that are not expressly assumed being hereinafter referred to as "Excluded Liabilities"). The Seller acknowledges that the following is a non-exclusive listing of some of the Excluded Liabilities that the Buyer shall not assume or agree to pay, dischargeperform or discharge (unless the liabilities or obligations constitute Assumed Liabilities): (A) any and all items of governmental, judicial, or adversarial proceedings (public or private), litigation, hearings, arbitrations, disputes or investigations against or involving the Seller, its subsidiaries or affiliates, directly or indirectly; (B) any and perform according to their termsall amounts claimed against the Seller or the Buyer by, the following Liabilities or on behalf of, any former or current employee of the City Seller, relating to, based upon or arising from or in connection with (collectively, i) service performed for the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, Seller prior to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leaveClosing Date, including without limitation for sick leaveany claim or claims relative to, holidaysbased upon or arising from or in connection with the terms and conditions of employment or the termination of employment with the Seller, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other contracts of employment or collective bargaining agreements between the Seller and an employee or any union or representative claiming to represent any employee of the City Seller, (iii) any and all union or collective bargaining contracts, agreements, benefit plans, or understandings to which the Seller is a signatory or to which the Seller is claimed to be bound, or (iv) any and all liabilities that arise out of or relate to pension, profit sharing, health, welfare, disability, workers' compensation or other employment benefit plans maintained by the Seller or any union or other labor organization or any of its subsidiaries or affiliates, including without limitation any liability arising from the Seller's under-funding or termination of any such plans or reduction of, termination or failure to provide any other employment benefits of any kind or nature whatsoever in connection with the consummation of the transactions contemplated by this Agreement or otherwise; (C) Taxes, including any Taxes arising as a result of the sale of Acquired Assets pursuant to this Agreement, and including any Taxes of the Seller or either of the Shareholders or with respect to Acquired Assets or the Hospital Business relating to the Pre-Closing Period; (D) any and all claims arising out of, related to or based upon any products sold, developed, delivered or manufactured, or any services provided, by or on behalf of the Seller prior to the Closing and any and all claims arising or accruing on or after the Closing with respect to sales or manufacturing of products or provision of services that occurred prior to Closing; (E) any and all claims, liabilities and obligations, costs and expenses (including without limitation fees, disbursements and expenses of legal counsel, experts and engineers and the costs of investigation, feasibility study and remedial action) arising from or under any Environmental Law or Environmental Claims, without regard as to whether the Buyer has conducted any environmental due diligence, and whether the Environmental Claims arise or accrue before, on or after the Closing in connection with acts, events or omissions that occurred, or conditions or circumstances that existed, on or before the Closing; or (F) any bank acceptances, loans payable, or other indebtedness for any form borrowed money of accrued unused paid time offthe Seller (collectively, "Seller Debt") (which Seller Debt shall be discharged at the Closing by the Seller). The parties hereto acknowledge that the Buyer is not and will not be a successor-in-interest to the Seller.

Assumption of Liabilities. As (a) Except as expressly provided in this Section 1.3(a), Buyer shall assume no liabilities or obligations relating to the Events, the Publication, the Ancillary Products, the Business, the Assets, Seller or the Owners. Without limitation of the Effective Timeforegoing, SEARHC Buyer shall assume no liability or obligation for (i) Taxes (as hereinafter defined) of Seller and agree the Owners for any period, or imposed in connection with the Events, the Publication, the Ancillary Products, the Business or the Assets for any periods ending prior to paythe Closing Date, discharge(ii) any liability of any of the foregoing persons for the unpaid Taxes of any person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law) or as a transferee or successor, by contract or otherwise, and perform according (iii) except as provided in Section 9.3, any Taxes imposed upon Seller or any of the Owners in connection with the transactions set forth in this Agreement (the liabilities referred to their termsin (i), (ii) and (iii) above are referred to herein collectively as "Tax Liabilities"). All such liabilities and obligations (including, without limitation, indebtedness, Tax Liabilities, accounts payable, obligations to employees, contractual obligations and all Litigation, whether or not listed on Schedule -------- 4.5), fixed or contingent, known or unknown, which were incurred by --- Seller or the Owners or arose from the operation of the Business prior to the Closing Date (as hereinafter defined) are and remain the liabilities and obligations of Seller or the Owners, as the case may be. Seller and the Owners hereby covenant to discharge in full in a due and timely manner all such liabilities and obligations; provided that nothing contained herein shall prevent Seller from contesting any such liabilities or obligations in good faith. Notwithstanding the foregoing, except to the extent that any such liability or obligation represents a Tax Liability, Buyer shall assume the following Liabilities liabilities and obligations of Seller at the City Closing (collectively, the “"Assumed Liabilities”"): (ai) All the obligation for Seller's performance after the Closing Date under the Assumed Contracts; (ii) accounts payable, due to unaffiliated third parties, incurred by Seller in the ordinary course prior to the Closing Date, in respect to Future Events, Future Publications and/or Future Ancillary Products; (iii) the Closing Liabilities arising under (as hereinafter defined); and (iv) any Assumed Contracts and all obligations and liabilities incurred by Buyer relating to the Real Property Leases ownership of the Assets or the operation of the Business by Buyer from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time;Closing Date. (b) All Liabilities arising under any Licenses from and after the Effective Time, Notwithstanding anything to the extent contrary contained in Section 1.3(a), neither this Agreement nor any other agreement referenced herein shall constitute an assignment of any contract or right or benefit arising thereunder if such Liabilities relate solely assignment would constitute a breach or otherwise adversely affect the rights of Buyer thereunder. In the event that Seller does not obtain any required consent or waiver for the transfer of any Assumed Contract to SEARHC’s Buyer prior to Closing, Seller shall continue to use reasonable efforts to obtain such consent or ownership waiver. Seller shall keep such Assumed Contract in effect for the benefit of Buyer until such consent or waiver is obtained at no additional expense to Seller or any of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offOwners.

Assumption of Liabilities. As of At the Effective Time, SEARHC Closing hereunder CXR shall assume and agree to pay, dischargedischarge or perform, and perform according to their termsas appropriate, the following Liabilities liabilities and obligations of the City (collectively, the “Assumed Liabilities”):T-Com: (a) All Liabilities arising under any Assumed Contracts all liabilities and obligations of T-Com reflected on the Real Property Leases from and after July 31, 2000 Balance Sheet (as defined in Section 3.4); or which arise or have arisen in the Effective Timeordinary course of business since July 31, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation 2000 in respect of the Business after which remain unpaid and undischarged on the Effective Time;Closing Date; and (b) All Liabilities arising under any Licenses from all liabilities and after the Effective Time, obligations of T-Com in respect of all contracts of T-Com disclosed to CXR which relate to the extent such Liabilities relate solely Business including, but not limited to SEARHC’s use obligations to provide normal customer service and warrant obligations to existing accounts for products shipped prior to the Closing Date. In no event, however, shall CXR or ownership MicroTel assume or incur any liability or obligation under this Section 1.8 or otherwise in respect of any of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; andfollowing: (ct) Notwithstanding Section 1.4(e) and Section 1.4(f) any liability whatsoever to Imperial Bank in relation to the contraryrevolving and term loans made to T-Com on or about June 9, Liabilities of 1998 (the City as of the Effective Time for "Loans"), including any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements unpaid interest and all other fees or costs associated therewith; (thus excluding u) any federal, state or local income or other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay tax (i) payable with respect to the Business, assets, properties or operations of T-Com or its members or any Transferred Employee affiliated entity for any period prior to the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”)Closing Date, or (ii) any other employee incident to or arising as a consequence of the City negotiation or consummation by T-Com, or by any of its members or any member of any affiliated group of which T-Com is a member, of this Agreement and the Hospital transactions contemplated hereby; (v) any liability or obligation under or in connection with the Excluded Assets; (w) any liabilities of T-Com to its members or any of its affiliated companies; (x) except for any form liability assumed pursuant to 1.8 (a), any liability or obligation arising prior to or as a result of accrued unused paid time offthe Closing to any employees, agents, independent contractors or sales representatives of T-Com, whether or not employed by CXR after the Closing; (y) except for CXR's responsibility to pay for its own cost of legal fees incurred to prepare purchase and sale documents, any liability or obligation of T-Com arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transaction contemplated hereby and fees and expenses of counsel, accountants and other experts; or (z) any liability or obligation of T-Com to pay a brokerage or finder's fee or commission.

Assumption of Liabilities. As At the Closing, subject to the terms and conditions hereof, the Purchaser shall assume all liabilities and obligations of the Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, Seller arising under the following Liabilities of the City Computer Software Contracts (collectively, the “"Assumed Liabilities”):"). Except as otherwise provided in this Section 1.4, in no event shall Purchaser assume or incur any direct or indirect liability, obligation, indebtedness, commitment, expense, claim, deficiency, guaranty or endorsement of or by any person of any type, whether accrued, absolute, contingent, matured, unmatured or other of Seller (collectively, the "Excluded Liabilities") including, without limitation: (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Timeproduct Liability or similar claim for injury to person or property, or any other liability based on tortious or illegal conduct, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Seller, or alleged to the extent such Liabilities relate solely have been made by Seller, or which is imposed or asserted to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and be imposed by operation of the Business after the Effective Timelaw, in connection with any service performed and/or product sold, leased or delivered by or on behalf of Seller, or any claim seeking recovery for consequential damage, lost revenue or income; (b) All Liabilities arising under any Licenses from and after Liability with regard to any federal, state, local or foreign income or other tax, including without limitation, any interest or penalties thereon, (i) payable with respect to the Effective Time, Business or the Assets (but only to the extent such Liabilities relate solely attributable to SEARHC’s use periods on or ownership prior to the closing), or the Seller or (ii) incident to or arising as a consequence of the Acquired Assets negotiation or consummation by Seller of this Agreement and operation the transactions contemplated hereby; (c) any Liability arising prior to or as of the Business and SEARHC’s use Closing Date to any employees, agents, or independent contractors of such LicensesSeller, whether or not employed by Purchaser after the date hereof, or under any benefit arrangement with respect thereto; and (cd) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability of Seller arising under Lawor incurred in connection with the negotiation, policy or contract to pay (i) any Transferred Employee preparation and execution of this Agreement and the value transactions contemplated hereby and fees and expenses of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Timecounsel, as well as any accountants and other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offexperts.

Assumption of Liabilities. As (a) Subject to the terms and conditions of the Effective Timethis Agreement, SEARHC at Closing, Buyer shall assume and agree thereafter in due course fully satisfy those obligations arising under the Designated Contracts which are assignable and are assigned by Seller to payBuyer, dischargewith respect to, and perform according only with respect to, performance of obligations (including payments to their terms, be made on account of services) to be rendered thereunder after the following Liabilities of the City Closing Date. (collectively, the “Assumed Liabilities”): b) Except as provided in paragraph (a) All above, Buyer shall not assume nor in any way be liable or responsible for any of the debts, obligations, Contracts, liabilities, claims or lawsuits of Seller (or any other Operator Affiliate) of whatsoever kind or nature, absolute or contingent, which shall be retained, and paid, performed and/or discharged by Seller in a timely manner in accordance with their respective terms (the "Retained Liabilities"). The Retained Liabilities arising under any Assumed Contracts and include (i) all of the Real Property Leases from and after Operator Affiliates' liabilities for Taxes (including deferred Taxes) that have been or may be incurred as a result of the Effective Time, to operation of the extent such Liabilities relate solely to SEARHC’s use Business or ownership of the Assumed Contracts and Acquisition Assets before the Real Property Leases and operation of the Business after the Effective Time; Closing; (bii) All Liabilities all obligations or liabilities arising under any Licenses from and after Contract that is not transferred to Buyer as part of the Effective TimeAcquisition Assets; (iii) all liabilities arising out of or relating to any breach or default (or an event that, with the passing of time or the giving of notice or both, would constitute a default) under any Designated Contract relating to periods prior to the extent such Liabilities relate solely Closing Date; (iv) all liabilities or claims relating to SEARHC’s use any misfeasance or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) omissions relating to periods prior to the contraryClosing Date; (v) any liabilities relating to accrued payroll, Liabilities sick pay or accrued vacation pay or other employee benefits for employees and former employees of the City as of the Effective Time any Operator Affiliate, except with respect to accrued sick pay and accrued vacation pay for any accrued unused paid time off as provided such employees who become Rehired Employees such Retained Liability shall be limited to Seller's obligation to pay for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation sick or vacation pay for sick leaveleave or vacation days used by or paid to such Rehired Employees within 180 days following the Closing in accordance with Section 9.2(d); (vi) all liabilities or obligations under any employment, holidaysseverance, attendance at continuing medical education programs, retention or otherwise, whether provided for by Law, policy termination agreement with any employee of any Operator Affiliate or any of their Affiliates; and contract (vii) all obligations or liabilities arising out of or related to pay) that are attributable any employee grievances commenced or relating to periods prior to the Transferred Employees, subject to a maximum Closing whether or not the affected employees become employees of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offBuyer.

Assumption of Liabilities. As of the Effective TimeASAP hereby assumes, SEARHC shall assume and agree agrees to pay, dischargeobserve and perform all of the duties, obligations, terms, provisions and covenants of all of Company's burdens, debts, obligations and liabilities of every nature and kind, whether liquidated or contingent, c▇▇▇▇▇ or inchoate, known or unknown, including but not limited to Company's accounts and trade payables, accrued expenses, payroll liabilities, vacation and sick pay accruals, deferred revenue, customer deposits, Yuan Loans, loans from S▇▇▇▇▇▇ ▇▇▇, vendor and customer claims, obligations under any contracts, agreement, instruments, licenses and leases, accrued salaries and benefits, taxes of any kind or nature (including all taxes of the Company arising out of or with respect to the transactions under this Agreement and the Distribution), filings made with any regulatory agencies, fines and penalties, obligations, damages or expenses (including fines and penalties) arising as a result of the Company's failure to comply with any laws, rules or regulations applicable to the Company or the Business (including, without limitation, any and all laws, rules and regulations under and with respect to the Securities Act of 1933, as amended, and perform according the Securities Exchange Act of 1934, as amended), employment matters and benefits (including any and all liabilities arising out of or with respect to their termsthe termination of the Company's employees under this Agreement whether for severance, health care insurance continuation or any other matter), employment and consulting contracts, debt, subordinated debt, claims made by any past or current holders of the Company's securities, warranties and other customer claims, actions and proceedings, pending or threatened, and liabilities, obligations or claims, whether or not presently asserted, arising out of, relating to or connection with the Assets or the Business heretofore conducted by the Company or any of its affiliates and subsidiaries at any time prior to the Effective Date (the "Assumed Liabilities"). The Assumed Liabilities shall include, but not be limited to: (i) all of the Company's liabilities and obligations under any contracts or agreements to which the Company is party including all obligations for the payment of past, current or future amounts payable thereunder (including, without limitation, the following Liabilities lease of the City Company's office facilities in El Monte, California, any distribution, license, joint venture agreement involving the Company, and any other contract or agreement relating to the Company or the Business) (collectively"Contract Liabilities"); (ii) each of the liabilities set forth on Schedule B hereto, as may be amended and updated as provided herein, (iii) any claims by past or present stockholders, debt holders, warrant holders, or option holders of the Company on account of actions or events occurring prior to the Effective Date and/or with respect to the Distribution, and (iv) any and all obligations of the Company with respect to the stock option or incentive plans of the Company and any and all options and shares issued under such plans ("Option Plans"). Within thirty (30) days following the Effective Date, the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts Company and ASAP shall cause the Real Property Leases from and after the Effective Time, Auditor to deliver to the extent such Liabilities relate solely to SEARHC’s use or ownership Company and ASAP the audited financial statements of the Assumed Contracts Company and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City ASAP as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each Date. Upon such Transferred Employee (collectivelydelivery, the “Accrued PTO”Company and ASAP shall update and amend the Schedule B attached hereto and provide any supporting schedules reasonably required to identify the Assumed Liabilities in detail. Within thirty (30) to days following the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); providedEffective Date, that the City ASAP shall remain responsible for any Liability arising under Law, policy or contract to pay have: (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as full each of the Effective Timeliabilities set forth on Schedule B hereto, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”)amended and modified, or provided for the payment thereof out the Subscription Funds, or obtained the consent to the assumption of such liability by ASAP and a release of liability in favor of the Company; and (ii) any other employee obtained the consent to the assumption of all Contract Liabilities and a release of liability thereunder in favor of the City Company from the third party to whom liability or obligation is owed now or in the Hospital for any form of accrued unused paid time offfuture ("Release").

Assumption of Liabilities. As further consideration of the Effective Timecontribution, SEARHC shall assume assignment, transfer and agree to pay, discharge, and perform according to their terms, the following Liabilities conveyance of the City (collectivelyAssets to ReporterTV, the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City effective as of the Effective Time for any accrued unused paid time off Date, ReporterTV hereby assumes and agrees to pay and perform all of the Liabilities; provided, however, 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 provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leavecase may be, including without limitation 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 sick leave, holidays, attendance at continuing medical education programs, any of the following liabilities or otherwise, whether provided obligations of any Assignor: a. all liabilities and obligations of any Assignor which pertain primarily to its assets other than the Assets; b. any of Assignor's Liabilities for any income taxes of any nature now or hereafter owed by Law, policy and contract to pay) that are such Assignor or attributable to the Transferred EmployeesAssets; c. any taxes or expenses or fees incurred by any Assignor incident to or arising out of the negotiation, subject 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 accountant's fees; d. any Liabilities now or hereafter arising by reason of any willful and Knowing breach of contract prior to a maximum the Effective Date or any of 80 hours 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 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 each such Transferred Employee clarification all other claims relating to past or current employees or consultants are being assumed by ReporterTV (collectivelye.g., the “Accrued PTO”claims for compensation or benefits) to the extent relating to services provided in connection with the City deposits the amount payable Assets except as otherwise expressly provided herein; and g. any Liabilities now or hereafter arising by reason of any willful and Knowing violation by any Assignor, prior to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); providedEffective Date, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Timelaw or order (other than Environmental Laws and labor laws (including, without limitation, those giving rise to Labor Claims) which matters are covered above, and other than laws relating to intellectual property matters, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”ReporterTV is agreeing to assume such Liabilities), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.

Assumption of Liabilities. As of (a) At the Effective TimeClosing, SEARHC the Purchaser shall assume (and shall agree to pay, discharge, pay and perform according to in accordance with their terms, ) only the following Liabilities of the City Seller (each an “Assumed Liability,” and collectively, the “Assumed Liabilities”):), and no other liabilities or obligations of the Seller whatsoever: (ai) All all of the Seller’s Liabilities under the Assumed Contracts arising on or after the Closing Date (other than any Liabilities arising out of any breach or default that occurred prior to the Closing Date); (ii) all of the Seller’s Liabilities to customers under the conditions of the Seller’s vehicle order forms or special parts order forms arising with respect to any Assumed Contracts and customer deposits received in the Real Property Leases from and after the Effective Timeordinary course consistent with past practices, to the extent that (A) the terms and conditions thereof are reasonably acceptable to the Purchaser and consistent with the Seller’s past practices and current market, (B) the associated deposit is not escheatable or otherwise subject to forfeiture to the State of Georgia as unclaimed property, and (C) the associated vehicles are currently scheduled for production, which such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance shall be reflected at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC on a schedule, and, along with any such Seller’s vehicle order or special parts order forms, shall be delivered at the Closing (the “PTO FundingCustomer Deposits”); provided, however, that the City Purchaser shall remain not assume any of the Seller’s Liabilities arising out of any breach of or default under such vehicle order that occurred prior to the Closing Date; (iii) all of the Seller’s obligations to complete WIP; (iv) all of the Seller’s We-Owes, the value of which shall be subtracted from the Asset Interest Price; and (v) all of the Seller’s Liabilities under the Premises Lease arising on or after the Closing Date (other than any Liabilities arising out of any breach or default that occurred prior to the Closing Date). (b) Except as otherwise provided in this Section 2.4, the Purchaser shall not assume, or in any way be responsible for or liable for, any Retained Liabilities. “Retained Liabilities” shall mean each and every Liability arising under Lawof the Seller, policy or contract to pay other than the Assumed Liabilities, including (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as Liabilities of the Effective TimeSeller arising out of the operation of the Business prior to the Closing Date, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) conditions existing or alleged to have existed or any other employee of acts or omissions occurring or alleged to have occurred at the City Dealership Premises prior to the Closing Date, including any Liabilities described in this Agreement or the Hospital for Schedules, (iii) any form Liabilities attributable to violations of accrued unused paid time offany Applicable Law, (iv) any pending or threatened Proceeding against the Seller, and (v) chargebacks from the cancellation/termination of finance or insurance products on vehicles sold by the Seller prior to the Closing Date.

Assumption of Liabilities. As of On the Effective TimeClosing Date, SEARHC except as provided below, Buyer shall assume the liabilities associated with the Acquired Business and agree to pay, discharge, and perform according to their terms, the Purchased Assets (the "Assumed Liabilities"). Without limiting the foregoing the following Liabilities of the City (collectively, the “shall not be considered Assumed Liabilities”):: (a) All Liabilities arising under other than those amounts accrued on Seller's financial statements and reflected in Exhibit D, any Assumed Contracts federal, state, local or foreign income, gross receipts, profits, franchise, doing business, transfer, sales, use, property (real or personal), excise and similar taxes (including interest, penalties or additions to such taxes) (herein referred to as "Taxes") that arise from the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Acquired Business after or are related to the Effective TimePurchased Assets and accrued or are allocable to periods on or prior to the Closing Date; (b) All Liabilities arising under any Licenses from and after the Effective Time, costs or expenses incurred by Seller incident to this Agreement or to the extent such Liabilities relate solely to SEARHC’s use performance of, or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; andcompliance with, this Agreement; (c) Notwithstanding Section 1.4(eany claims or liabilities arising (i) and Section 1.4(f) in connection with any material breach prior to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), Contract or (ii) in connection with any other employee violation of applicable laws and regulations or otherwise related to conditions existing in, or operations of, the Acquired Business or Purchased Assets prior to the Closing Date; or (d) any of Seller's liabilities or obligations under this Agreement or any related agreement or instrument, including any liability for Taxes, including income taxes arising out of a deferred gain on any deferred intercompany transaction, arising out of this Agreement; (e) except for Seller's line of credit with DNB having an approximate outstanding balance of NOK800,000 as of the City Closing Date, any and all interest bearing debt of Seller, short term or long term, including any and all commitment fees, interest, or other charges relating to such debts including, without limitation, convertible loans issued by employees or share-holders of Seller, and any bank lines of credit or loans issued to Seller; (f) any and all agreements, commitments, obligations or commitments relating to the Hospital for share capital or equity securities of Seller or between the Seller and any form shareholder thereof; (g) any and all claims or liabilities relating to or arising out of accrued unused paid time offenvironmental, regulatory (both foreign and domestic), pension, products liability, or other extraordinary liabilities arising other than in the ordinary course of the Acquired Business prior to the Closing Date.

Assumption of Liabilities. As (a) Subject to the terms and conditions of this Agreement, at the Effective TimeClosing and except as otherwise specifically provided in Section 2.2(b), SEARHC Buyer shall assume and agree to pay, dischargedischarge or perform, and perform according to their termsas appropriate, only the following Liabilities of the City (collectively, the “Assumed Liabilities”): (ai) All all Liabilities arising of Seller under any Assumed Contracts and the Real Property Leases from and after the Effective TimeAcquired Contracts, but only to the extent that such Liabilities relate solely are required to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business be performed after the Effective TimeClosing 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; (bii) All all Liabilities arising of Seller under any Licenses from and after the Effective TimeAcquired Permits, but only to the extent that such Liabilities first arise out of an action or omission of Buyer after the Closing Date and only to the extent that such Liabilities do not relate solely to SEARHCany failure to perform, improper performance, warranty or other breach, default or violation by Seller or its Affiliates on or prior to the Closing; and (iii) all Liabilities first arising out of or relating to B▇▇▇▇’s use or ownership of the Acquired Assets on or after the Closing. (b) Seller shall retain and operation agree to pay, discharge or perform, as appropriate, all of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of Seller other than the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC Assumed Liabilities (the “PTO FundingRetained Liabilities”); provided, . The parties specifically acknowledge and agree that the City B▇▇▇▇ is not agreeing to assume and shall remain not be liable or responsible for any Liability arising under LawRetained Liabilities of Seller or any Affiliate of Seller. For the avoidance of doubt, policy or contract to paythe Retained Liabilities shall include: (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), Liability for or relating to Excluded Taxes; (ii) any Liability of Seller relating to, arising out of, or in connection with any lease for Real Property; (iii) any current Liabilities incurred during any period or portion thereof ending on or prior to the Closing 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 employee actual or potential Liability imposed under any Environmental Law, in connection with the conduct, ownership or operation of the City Platform or the Hospital 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 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 form ERISA Affiliate or (y) the employment or performance of accrued unused paid time offservices 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 Acquired Assets to the extent that such Liability resulted from any failure to perform, improper performance, warranty or other breach, default or violation by Seller or its Affiliates, as applicable, on or prior to the Closing.

Assumption of Liabilities. As of the Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”): (a) All Buyer hereby assumes, and agrees to perform, and otherwise pay, satisfy and discharge all existing and future liabilities and obligations of ▇▇▇▇▇▇▇, as set forth in the attached Schedule "A", including ▇▇▇▇▇▇▇' proportionate share of those liabilities owed by the Company to NIR or entities associated with NIR (the "NIR Liabilities"). The liabilities set forth in Schedule A and assumed by the Buyer (personally by its representative, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, as an additional investment in ▇▇▇▇▇▇▇ rather than by ▇▇▇▇▇▇▇), other than the NIR Liabilities arising under are referred to herein as the "Assumed Liabilities". Seller also agrees to assign any Assumed Contracts and the Real Property Leases from all claims, causes of action, and after the Effective Timeaffirmative defenses which it ever had, now has, or hereafter may have, whether currently known or unknown relating to the extent such Assumed Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time;Buyer's Representative, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇. (b) All Liabilities arising under any Licenses from The Buyer's Representative, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, hereby assumes, and after the Effective Timeagrees 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 the extent such Liabilities relate solely to SEARHC’s use or ownership become due), including (a) all liabilities of the Acquired Assets Seller for transfer, sales, use, and operation other non-income taxes arising in connection with the consummation of the Business transactions contemplated hereby, and SEARHC’s use (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 limited to any claims, debts, expenses, liabilities, and claims or legal fees whatsoever associated with or incurred as a result of such Licenses; andAssumed Liabilities (collectively the "Assumed Liability Expenses"), and that ▇▇▇▇▇▇▇ and Buyer will forever indemnify and hold harmless the Company and against such Assumed Liabilities and any Assumed Liability Expenses following the Closing. (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City Effective as of the Effective Time for any Closing, the Company hereby agrees to assume, and agree to perform, and otherwise pay, satisfy and discharge all existing and future liabilities and obligations relating to the NIR Liabilities, attached hereto as Schedule "B" (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued unused paid time off as provided for or unaccrued, whether liquidated or unliquidated, and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leavewhether due or to become due), including without limitation for sick leavebut not limited to any claims, holidaysdebts, attendance at continuing medical education programsexpenses, liabilities, and claims or otherwiselegal fees whatsoever associated with or incurred as a result of such NIR Liabilities (collectively the "NIR Liability Expenses"), whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for Company will forever indemnify and hold harmless ▇▇▇▇▇▇▇ and/or the Buyers against such NIR Liabilities and any NIR Liability arising under Law, policy or contract to pay (i) any Transferred Employee Expenses following the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offClosing.

Assumption of Liabilities. As partial consideration for its purchase of the Effective TimeDivision Assets, SEARHC on the terms and subject to the conditions set forth in this Agreement, at the Closing on the Closing Date, Purchaser shall assume and agree to pay, dischargeperform, defend and perform according discharge in due course all liabilities, obligations and contracts of Seller of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued and whether arising before, on or after the Closing Date to their terms, the following Liabilities of extent they relate to the City Division Business (collectively, the “"Assumed Division Liabilities”"); provided, however, that Assumed Division Liabilities do not include and Purchaser shall not assume or otherwise be liable for any of the following (collectively, "Excluded Liabilities"): (a) All Liabilities Any liabilities or obligations for income or excise Taxes arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, out of or relating to the extent such Liabilities relate solely Division Business or Division Assets for periods ending on or prior to SEARHC’s use the Closing Date or ownership the sale of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective TimeDivision Assets to Purchaser; (b) All Liabilities arising under Any liabilities or obligations to any Licenses from and after Affiliate of Seller, including without limitation any liabilities related to products sold by the Effective Time, Division to any Affiliate of Seller prior to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; andClosing Date; (c) Notwithstanding Section 1.4(eAny liability or obligation arising out of or relating to claimed groundwater or other environmental contamination that occurred at or affects the Bridgewater Facility; (d) and Section 1.4(f) Any liability or obligation arising out or relating to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Timelitigation matter captioned Jess▇ ▇. ▇▇▇▇▇▇ ▇. Hosposable Products, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or Inc./Wyan▇ ▇▇▇poration and (ii) claims by any other employee officer or director of Seller with respect to the City Division; (e) Any liability or obligation arising out of or relating to the Hospital Hourly Plan, including, without limitation, any Hourly Plan Withdrawal Liability; (f) Any liability or obligation arising out of or related to any asserted or threatened claim for any form patent infringement relating to ownership or operation of accrued unused paid time offthe (g) Those liabilities and obligations described on Schedule 2.2(g) attached hereto.

Assumption of Liabilities. 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, transfers and 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 Effective Time, SEARHC shall assume Manufacturing Patents Support Costs and agree Residual Patents Support Costs pursuant to pay, discharge, Section 9.1(b) hereof (collectively (i) and perform according to their terms, the following Liabilities of the City (collectively, 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 or discharge: (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, Liability of or to the extent such Liabilities relate solely to SEARHC’s use any stockholder of Restoragen or ownership any other Person in respect of the Assumed Contracts and the Real Property Leases and operation business of the Business after the Effective TimeRestoragen; (b) All Liabilities arising under any Licenses from and after the Effective TimeLiability of Restoragen for any fees, to the extent such Liabilities relate solely to SEARHC’s use costs or ownership expenses of the Acquired Assets and operation type referred to in Section 16.2(a) of the Business and SEARHC’s use of such Licenses; andthis Agreement; (c) Notwithstanding Section 1.4(eany Liability of Restoragen arising from or relating to any action taken by Restoragen, or any failure on the part of Restoragen to take any action, at any time; (d) and Section 1.4(fany Liability of Restoragen arising from or 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 the contraryany employee or former employee of Restoragen; (g) any Liability of Restoragen to any of its stockholders, Liabilities Affiliates or their respective Representatives; (h) any Liability under any Contract to which Restoragen is a party or to which any of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that Assets are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to paysubject; (i) any Transferred Employee the value Liability that is inconsistent with or constitutes an inaccuracy in, or that arises or exists by virtue of any such accrued unused paid time off such employee may have Breach of, (x) any representation or warranty made by Restoragen in excess of 80 hours as any of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”)Transactional Agreements, or (iiy) any covenant or obligation of Restoragen contained in any of the Transactional Agreements; or (j) any other employee Liability of the City or the Hospital for any form of accrued unused paid time offRestoragen that is not referred to specifically in this Section 1.3.

Assumption of Liabilities. As (i) Subject to the terms and conditions of this Agreement, the Effective Time, SEARHC Purchaser shall assume and agree to paybecome responsible for, dischargefrom and after the Closing Date, the Assumed Liabilities. On and after the Closing Date, and perform according subject to their termsthe provisions in Section 9 regarding indemnification, the following Liabilities Purchaser shall have complete control over the payment, settlement, or other disposition of, or any dispute involving, any of the City Assumed Liabilities, and the Purchaser shall conduct and control all negotiations and proceedings with respect to the Assumed Liabilities. The Purchaser's assumption of the Assumed Liabilities shall in no way expand the rights or remedies of any third party against the Sellers or the Purchaser as compared to the rights and remedies which such third party would have had against any of them if the Purchaser had not assumed the Assumed Liabilities pursuant to this Agreement. (ii) Notwithstanding anything to the contrary set forth herein, the Purchaser shall not assume or become responsible for, and the Sellers shall remain exclusively liable for, any and all liabilities or obligations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated, whether accrued or unaccrued, whether due or to be come due, and whether claims with respect thereto are asserted before or after the Closing Date) of the Sellers which are not Assumed Liabilities (collectively, the “Assumed Liabilities”):"RETAINED LIABILITIES"). The Retained Liabilities shall include, without limitation, the following: A. all obligations and liabilities of the Stockholder and Mr. Folz; ▇. any obligation or liability of either Seller arising from a breach of a representation or warranty herein on its part or its failure to fully, faithfully and promptly perform any agreement or covenant on its part contained herein; C. any obligation or liability of the Sellers to the extent that the Sellers shall be indemnified by an insurer; provided that any insurance proceeds related to such obligation or liability shall be an Excluded Asset; D. all liabilities and obligations of the Sellers, the Stockholder and Mr. Folz for costs and expens▇▇ ▇▇▇▇▇red in connection with the preparation and negotiation of this Agreement or the consummation of the transactions contemplated by this Agreement; E. all liabilities and obligations of the Sellers under this Agreement or any other agreement not entered into in the Ordinary Course of Business, except for obligations incurred in developing and deploying the Microvend Technology in an amount no greater than $95,000 (arepresenting the aggregate of all remaining obligations of Folz Vending pursuant to (i) All Liabilities arising ▇▇▇▇ certain promissory note, dated December 20, 2001, by Folz Vending in favor of Fund▇▇▇▇tal Dynamics Industries, Inc. in the original principal amount of $250,000 (pursuant to which as of the date of this Agreement there are three remaining payments due in an amount of $25,000 each), and (ii) that certain Consulting Agreement, dated as of January 1, 2002, by and between Folz Vending and Fundamental ▇▇▇▇mics Industries, Inc.); F. all liabilities and obligations of the Sellers for any Taxes (including without limitation those attributable to the Acquired Assets for Pre-Closing Periods); G. all liabilities and obligations of the Sellers under any Assumed contract that is not an Assigned Contract; H. all obligations of the Sellers arising and due to be performed prior to the Closing Date under the Assigned Contracts except to the extent that an accrual in respect of any such obligation is included in the Closing Date Adjusted Working Capital and reflected in the Real Property Leases Adjustment Report, and all liabilities for any breach, act or omission by the Sellers prior to the Closing Date under any Assigned Contract; I. all liabilities and obligations arising out of events, conduct or conditions existing or occurring prior to the Closing Date that constitute a violation of or noncompliance with any Law, any Order, or Permit; J. all liabilities and obligations (including without limitation costs of cleanup and remediation) resulting from any violation of any Environmental Law; K. all liabilities and after obligations of the Effective TimeSellers with respect to, and claims of, any acts of negligence or tort including libel and slander, occurring prior to the Closing Date, including without limitation any workers compensation claim; L. all 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; M. except as specifically set forth in Section 6(d), all liabilities and obligations of the Sellers to pay severance, termination pay, redundancy pay, pay in lieu of notice, accrued vacation pay or other benefits to any current or former employee of the Sellers whose employment is terminated (or treated as terminated) in connection with the consummation of the transactions contemplated by this Agreement (other than liabilities or obligations for severance, termination pay, redundancy pay, pay in lieu of notice, accrued vacation pay or other benefits to any Continuing Employees who are terminated by the Purchaser or any successor to the Purchaser following the Closing Date) and all liabilities resulting from the termination of employment of employees of the Sellers prior to the Closing Date, including without limitation any liabilities of the Sellers pursuant to agreements and plans identified in Schedules hereto; N. all liabilities and obligations of the Sellers for all compensation and benefits accrued or incurred prior to the Closing Date in favor of employees of the Sellers, including without limitation accrued vacation and personal time, premiums or benefits under any Employee Benefit Plan and severance pay; provided, however, that the Purchaser shall assume liability for accrued vacation and personal time for Continuing Employees to the extent of the accrual therefor set forth on Schedule 2(b)(ii)(N) hereto; O. all liabilities and obligations of the Sellers arising out of any claim, suit, action, arbitration proceeding, investigation or other similar matter which commenced or relates to the ownership and operation of the Acquired Assets on or prior to the Closing Date; provided that, to the extent such Liabilities relate solely related to SEARHC’s use the foregoing, any counterclaim or ownership recovery shall be an Excluded Asset; P. all liabilities and obligations of the Assumed Contracts Sellers under any agreements relating to the disposition of material assets, businesses or companies (whether by sale of assets, sale of stock, merger or otherwise) entered into at any time prior to the Closing Date; Q. all liabilities and the Real Property Leases and operation obligations of the Business after the Effective Time; (b) All Liabilities Sellers arising under out of any Licenses from and after the Effective Timeevents, conduct or conditions existing or occurring prior to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date that constitute or allegedly constitute an infringement or violation of, or constitute or allegedly constitute a misappropriation of, any Intellectual Property rights of any other Person; R. all obligations for refunds, rebates, discounts, promotional credits, warranty claims and the like not specifically reserved or accrued for in an account the Financial Statements; S. all Transaction Taxes, which shall be duly and timely paid by the Sellers in accordance with Section 2(h) hereof; T. all Indebtedness of SEARHC (the “PTO Funding”Sellers; U. all liabilities and obligations identified on Schedule 2(b)(ii)(U); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.and

Assumption of Liabilities. (a) As of the Effective TimeClosing, SEARHC Home Products shall assume and agree to thereafter pay, dischargeperform, and perform according to their terms, or discharge when due the following Liabilities of the City obligations (collectively, the “"Division Assumed Liabilities”):") of AAC: (ai) All the accounts payable and accrued Liabilities (as defined in Section 1.2(c) hereof) of AAC arising from the operation in the ordinary course of the business of the Division; (ii) obligations or Liabilities under contracts, commitments, purchase orders, warranties, and other executory obligations of AAC to be paid or performed by their terms on or after the Closing and which relate solely or primarily to the business of the Division, including those that are set forth on Schedule 1.2(xiii) which obligate AAC to pay more than $100,000 in any fiscal year, and the obligation to accept any inventory returned by customers of the Division in the ordinary course of the business of the Division and consistent with past experience; (iii) any Liability arising out of or in connection with any third-party claim (including product liability claims) for damages, reimbursement, or compensation resulting directly or indirectly from any accident or event relating to the Division Assets or the business of the Division; (iv) obligations or Liabilities to employees of AAC employed solely or primarily in the business of the Division, including without limitation, any obligations accrued or earned prior to the Closing which are not due or payable until after the Closing; and (v) all other Liabilities, contingent or otherwise, that arise out of or are related to the operation of the business of the Division and the ownership of the Division Assets described in Section 1.1 before, on, or after the Closing, including, without limitation, all such Liabilities arising under by reason of any Assumed Contracts and the Real Property Leases from and violation or claimed violation (by acts or events or omissions occurring on or after the Effective TimeClosing) of any federal, state, local, or foreign law, rule, regulation, ordinance, or any requirement with government authority, including, without limitation, all such Liabilities arising by reason of any violation or claimed violation (by acts or events or omissions occurring on or after the Closing) of any federal, state, local, or foreign law, rule, regulation, ordinance, or any requirement with government authority, including any Liability in connection with environmental laws or any environmental claim; provided, however, that Division Assumed Liabilities shall not include any Liabilities, contingent or otherwise, arising on or before the Closing, to the extent such Liabilities relate solely AAC has recourse against any third party to SEARHC’s use recover, in whole or ownership of the Assumed Contracts and the Real Property Leases and in part, through contribution, indemnification, reimbursement, by contract or operation of law. Except as set forth in this Section 1.2, Home Products will assume no other Liabilities in connection with the Business after Division Assets. (The Liabilities of AAC which are not assumed pursuant to this Agreement are hereinafter collectively referred to as the Effective Time;"Division Non-Assumed Liabilities.") (b) All Liabilities arising under any Licenses from and after the Effective TimeNotwithstanding Section 1.2(a), to the extent such Liabilities relate solely to SEARHC’s use or ownership each of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to following is a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to payDivision Non-Assumed Liability: (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or AAC's obligations hereunder; (ii) any other employee Liability of AAC arising from indebtedness for borrowed money and long term debt of AAC, except to the extent Home Products has expressly assumed such Liability as a Division Assumed Liability; (iii) except to the extent Home Products has expressly assumed such Liability as a Division Assumed Liability, any Liability of AAC arising from or in connection with the conduct of the City business of the Division or the Hospital ownership of the Division Assets by AAC prior to the Closing; (iv) except as set forth in Section 4.2 hereof, any Liability of AAC for Taxes (as defined in Section 1.2(d) hereof) incurred in connection with the business or assets of the Division with respect to any form taxable period, or portion thereof, ending on or before the Closing. For this purpose, the determination of accrued unused paid time offthe Taxes incurred with respect to the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined by assuming that the taxable year or period ended at the close of business on the Closing Date, except that any real property taxes, exemptions, allowances or deductions that are calculated on an annual basis shall be prorated on the basis of the number of days in the annual period elapsed through the Closing Date as compared to the number of days in the annual period elapsing after the Closing Date. (v) any Liability in respect of any contract or agreement to which AAC is a party or beneficiary which is not an Assigned Contract (a "Retained Contract") or an Assigned Lease (a "Retained Lease").

Assumption of Liabilities. As Upon the sale and purchase of the Effective TimePurchased Assets, SEARHC the Buyer shall assume and agree to pay, discharge, and perform according to their terms, pay or discharge when due only those liabilities incurred in the following Liabilities operation of the City (collectively, the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases Division's business from and after the Effective TimeClosing Date and those liabilities and obligations of Seller which are to be performed after the Closing Date which are specifically set forth and described on Schedule 1.2. The liabilities to be assumed by the Buyer under this Agreement are hereinafter sometimes referred to as the "Assumed Liabilities." Except as otherwise specifically provided in this Section 1.2, (a) Buyer shall not assume 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 expenses pertaining to its liquidation or the performance by Seller of its obligations hereunder, (ii) any liability or obligation of Seller arising out of any 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 obligation of Seller relating to the extent such Liabilities relate solely to SEARHC’s use business or ownership operations of the Assumed Contracts and Division or otherwise relating to the Real Property Leases and operation of Purchased Assets prior to the Business Closing Date, whether or not such litigation, proceeding, claim or obligation is pending, threatened, or asserted before, on, or after the Effective Time; Closing Date, (v) taxes whether relating to periods before or after the Closing Date, and (vi) any obligations under any law, including but not limited to antitrust, civil rights, health, safety, labor, discrimination and environmental laws; and (b) All Liabilities 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 under any Licenses out of the operations of the Division and the use of the Purchased Assets from and after the Effective TimeClosing as such liabilities and obligations shall be 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 severance payable to any of the Division's employees who are terminated by Buyer within sixty (60) days of the Closing, but only to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) Seller's severance policy obligations as in existence immediately prior to the contrary, Liabilities Closing or as may be required of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for Seller by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.law. 1.3

Assumption of Liabilities. 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 Effective Timeliabilities or obligations of any kind of Seller (whether absolute, SEARHC shall assume contingent, accrued, asserted or unasserted, known or unknown, or otherwise) from and agree after the Closing Date with respect to payor arising under or in connection with any or each of the following (except to the extent included in the Excluded Liabilities, dischargecollectively, the "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), Buyer is not assuming, and perform according expressly shall have no obligation with respect to their terms(and shall not assume or be deemed to assume), any liability or obligation of Seller of any 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 following 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 City Merger Agreement, or otherwise) due or owing by or in respect of ▇▇▇▇▇ ▇▇▇▇▇ with respect to which there is not 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 such liabilities and obligations (collectively, the “Assumed "Excluded Liabilities”): (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”"); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.

Assumption of Liabilities. As of Upon the Effective Timeterms and subject to the conditions contained herein, SEARHC at the Closing, Buyer shall assume and agree to pay, dischargedischarge or perform, as appropriate, only the obligations of Seller accruing, arising out of or related to the Assumed Contracts(the "Assumed Liabilities"). It is specifically agreed and understood that any liabilities, obligations or commitments of any kind or nature that are not specifically included in the Assumed Liabilities, whether accrued or unaccrued, whether known or unknown, and perform according to their termswhether now existing or hereafter arising from the operations of Seller, the following Liabilities of the City (collectivelytransactions contemplated hereby or otherwise, the “Assumed Liabilities”):including without limitation, liabilities, obligations or commitments: (a) All Liabilities arising under for any Assumed Contracts taxes of Seller for any period and any liabilities for any taxes levied or imposed upon the Real Property Leases from and after the Effective Time, Assets for any period (or any portion of any period) ending on or prior to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective TimeClosing; (b) All Liabilities arising of Seller to its employees incurred or made in connection with their employment with Seller (except as specified in the Transition Plan (as defined in Section 5.5 of this Agreement)), including under any Licenses from the Benefit Plans (as defined in Section 2.8 of this Agreement), the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and after the Effective TimeConsolidated Omnibus Budget Reconciliation Act of 1985, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; andas amended ("COBRA") (except as provided in Section 5.6(d) below); (c) Notwithstanding Section 1.4(e) and Section 1.4(f) arising from the breach or performance of any contract, commitment, agreement or understanding of any kind, or from the use of the Assets by Seller that occurred prior to the contrary, Liabilities of the City Closing; (d) relating to workers' compensation claims in existence as of the Effective Time for any accrued unused paid time off as provided for and described in Closing Date or arising from facts or events that occur on or before the Hospital’s general Paid Time Off Policy and/or individual employee agreements Closing Date; or (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, e) relating to product warranty or otherwise, whether provided for by Law, policy and contract liability claims arising with respect to pay) that are attributable products produced prior to the Transferred Employees, subject Closing Date; or (f) relating to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO any liens or encumbrances on the Closing Date in an account Assets; are excluded from the Assumed Liabilities and shall remain liabilities of SEARHC the Seller to be satisfied by Seller (the “PTO Funding”"Excluded Liabilities"); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.

Assumption of Liabilities. As of (a) At the Effective TimeClosing, SEARHC Buyer shall assume and agree to pay, dischargedischarge or perform, and perform according to their termsas appropriate, when due only the following Liabilities of the City Seller specifically identified below in this subsection (collectively, a) (the “Assumed Liabilities”): (ai) All any post-Closing executory obligations under the Contracts, but only to the extent that any such obligation relates to an event that occurs after the Closing Date; (ii) all Liabilities of Seller arising in the ordinary course of business after the Closing Date related solely to the operation of the Purchased Assets, and with respect to such Liabilities arising under or related to any Assumed Contracts and the Real Property Leases from and after the Effective TimeLaws, including Environmental Laws, only to the extent such Liabilities relate solely arise from or are related to SEARHCany event that occurs after the Closing Date; and (iii) the Seller’s use or ownership obligations to pay to each Transferred Employee after the Closing Date any sick pay and any vacation pay attributable to such Transferred Employee which as of the Assumed Contracts Closing Date is accrued, earned and unpaid and relates to the Real Property Leases period commencing January 1, 2008 and operation of ending on the Business after the Effective Time;Closing Date. (b) All Liabilities arising Notwithstanding subsection (a) above or any other provision of this Agreement, Buyer is not assuming under this Agreement or any Licenses from and after the Effective Timeother Transaction Document any Liability that is not specifically identified as an Assumed Liability under subsection (a) above, to the extent such Liabilities relate solely to SEARHC’s use regardless of when made or ownership asserted, including any of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and following (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contraryeach, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the an “Accrued PTOUnassumed Liability”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay ): (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or undisclosed Liabilities; (ii) any other employee product or service liability or 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 Seller, or alleged to have been made by Seller, 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 Seller on or prior to the Closing, whether or not billed as of the City Closing Date; (iii) any Federal, state or local income or other Tax payable with respect to the Hospital Business, the Purchased Assets, or other properties or operations of Seller or any Person that was an affiliate of Seller for a period prior to the Closing Date; (iv) any form Liabilities under or in connection with any Excluded Assets; (v) any Liabilities arising prior to the Closing Date or as a result of the Closing relating to Seller’s employment of Persons, including any Liabilities with respect to any employee wages, salaries, benefits or withholding taxes, workers compensation claim or any other Liability of Seller to its respective employees relating in any way to their employment by Seller (other than Liabilities accrued unused paid in respect thereof on the Closing Balance Sheet); (vi) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the Transactions, including any Liability to any broker or finder retained by or on behalf of Seller in connection with the Transactions; (vii) any Environmental Liability; (viii) Liabilities arising from or related to governmental fines or penalties arising out of or based upon or incurred during the period prior to the Closing Date; (ix) any Liabilities for money borrowed, whether direct or contingent; (x) any Liability of Seller owing to any Person holding an equity interest in Seller, (xi) any proceeding commenced by any Person claiming that such Person is or was at any time offthe holder of any equity interest in Seller, and (xii) any Liabilities arising prior to the Closing Date or as a result of the Closing relating to the infringement, misappropriation, dilution or other violation of the confidential information, proprietary information or intellectual property of any Person.

Assumption of Liabilities. As Upon the sale and purchase of the Effective TimePurchased Assets, SEARHC MAXIMUS shall assume and agree to pay, discharge, pay or discharge when due only those liabilities and perform according obligations of Seller described on Schedule 1.2 that are to their terms, be performed after the following Liabilities of Closing Date (the City (collectively, the “"Assumed Liabilities”): "). Except as otherwise specifically provided in this Section 1.2: (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use MAXIMUS shall not assume or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time be liable for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements obligation or liability of Seller of any kind or nature, known, unknown, contingent or otherwise (thus excluding any other forms of paid leaveeach, an "Excluded Liability"), including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay limitation: (i) any Transferred Employee liability of Seller incurred in connection with this Agreement and the value transactions provided for herein, including brokerage, accounting and counsel fees, transfer and other taxes, and expenses pertaining to the performance by Seller of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or its respective obligations hereunder; (ii) any litigation, proceeding, claim by any person or entity or other obligation of Seller relating to the Business or operations of Seller or otherwise relating to the Purchased 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; (iii) any liability or obligation (x) for any Tax (as defined in Section 2.5) of Seller with respect to any taxable period (or portion thereof), whether before or after the Closing Date, (y) for any Tax resulting from or attributable to the consummation of the transactions contemplated by this Agreement, or (z) for the Taxes of any person other than Seller under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise (each, a "Tax Liability"); (iv) any claim made by an employee or former employee of the City Seller (including any employees of Seller who are subsequently hired by MAXIMUS) arising out of or the Hospital otherwise in respect of his or her employment with or termination by, Seller; and (v) any obligations of Seller under any Law or Regulation (as defined in Section 2.7 below); and (b) Seller shall be solely responsible for any form and all liabilities and obligations of accrued unused paid time offSeller not included within the Assumed Liabilities. The assumption of the Assumed Liabilities by MAXIMUS hereunder shall be treated as independent of its existing business and shall not enlarge any rights of third parties under contracts or arrangements with MAXIMUS or Seller. Nothing herein shall prevent MAXIMUS from contesting in good faith any of the Assumed Liabilities.

Assumption of Liabilities. As (a) Buyer does not hereby and will not assume or become liable for and shall not be obligated to pay or satisfy any obligation, debt or Liability whatsoever, whether fixed, contingent or otherwise, of Asset Seller or arising out of, related to, or in connection with Asset Seller’s ownership or operation of the Landmark Assets prior to the Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities of the City Time (collectively, the “Assumed Excluded Liabilities”): (a) All ). For the avoidance of doubt the Excluded Liabilities arising under any Assumed Contracts shall include the Specifically Excluded Liabilities. The Excluded Liabilities shall remain the responsibility and obligation of Asset Seller after Closing, and the Real Property Leases from Asset Seller shall, and after the Effective TimeAsset Seller Owners shall cause Asset Seller to, to the extent pay and discharge all such Excluded Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts as and the Real Property Leases and operation of the Business after the Effective Time;when due in accordance with their respective terms. (b) All 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 Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) Environmental Law to the extent the City deposits 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 amount payable Closing Date; (viii) for any claims made for injury to persons or damage to property, whether made in product Liability, tort, breach of warranty or otherwise, arising out of or in any way relating to or resulting from any act or omission of Asset Seller, its agents, representatives or employees; (ix) for Taxes (A) of Asset Seller for any taxable period, and (B) in respect of the Transferred Employees conduct of Asset Seller’s business, the Landmark Assets for such Accrued PTO any Pre-Closing Period or the portion of a Straddle Period ending on the Closing Date (apportioned in an account of SEARHC (the “PTO Funding”accordance with Section 9.2(b)); provided(x) with respect to any of the Asset Seller Excluded Assets; (xi) to indemnify, that 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 City shall remain responsible for distribution of all or any part of the consideration received hereunder and any Liability of Asset Seller arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as a result of the Effective Time, as well as exercise by any other forms of paid leave as discussed above its securityholders of such securityholder’s right (if any) to dissent from the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offtransactions contemplated hereby and seek appraisal rights.

Assumption of Liabilities. As On and subject to the terms and conditions of this Agreement, from and after the Effective TimeClosing Date, SEARHC Buyer shall assume and agree undertake to pay, discharge, discharge and perform according to their terms, when due solely the following obligations and Liabilities of the City Sellers under the Purchased Licenses and Assumed Contracts that arise from and after the Closing (collectivelyother than by virtue of a breach, default or violation of any Assumed Contract occurring at or prior to the Closing) and relate to periods from and after the Closing and are by their terms to be observed, paid, discharged, and performed as the case may be, from and after the Closing Date (the “Assumed Liabilities”): ). Notwithstanding anything to the contrary in this Agreement, Buyer shall not assume or otherwise be responsible for any obligations or Liabilities of the Sellers or any Affiliate of the Sellers of whatever nature, whether presently in existence or arising hereafter, that are not Assumed Liabilities specifically set forth in the preceding sentence, including, without limitation: (ai) All any Liabilities arising under any Contract that is not an Assumed Contracts and the Real Property Leases from and after the Effective TimeContract, to the extent such (ii) any Liabilities relate solely to SEARHC’s use or ownership of under the Assumed Contracts and Purchased Licenses relating to the Real Property Leases period prior to the Closing Date, (iii) any Action relating to the Stations and operation the Purchased Assets prior to the Closing, (iv) any Liabilities of any Seller arising under capitalized leases, financing arrangements or indebtedness, (v) any Liabilities of any Seller under any employee pension, retirement, health and welfare or other benefit plan or collective bargaining agreement and any Liabilities arising from any alleged or actual misclassification of employees or independent contractors, (vi) any obligation to any employee or independent contractor of any 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 Business after the Effective Time; (b) All Liabilities arising under any Licenses from transactions contemplated by this Agreement or otherwise due and after the Effective Time, payable on or prior to the extent such Liabilities relate solely Closing, (vii) any Liability under or with respect to SEARHC’s use any Governmental Order to be discharged prior to the Closing, (viii) any Tax Liability of a Seller or ownership (ix) any Liability relating to or arising out of any of the Acquired Excluded Assets (the Liabilities listed in Clauses (i) through (ix) above and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leaveLiability that is not an Assumed Liability, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO FundingExcluded Liabilities”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.

Assumption of Liabilities. As Effective as of the Effective TimeClosing Date, SEARHC shall the Assignee will assume and agree to pay, perform and discharge, as and perform according to their termswhen due, and indemnify and hold the following Liabilities Assignor harmless from and against, (i) each liability listed in Schedule 1.3, (ii) each obligation of the City Assignor to be performed after the Closing Date with respect to the Transferred Assets and the Assigned Contracts and (iii) each other liability of the 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 the Assignee (or any of the Assignee's affiliates (other than the Assignor), representatives or agents) after the Closing Date (collectively, the “"Assumed Liabilities”): (a) All Liabilities arising under "). The Assignee shall not assume, and shall not be obligated to pay, perform or discharge, any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use liability or ownership obligation of the Assignor other than the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; Liabilities (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use whether or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable not related to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee Assets or Business) (collectively, the “Accrued PTO”"Excluded Liabilities"), and shall not be obligated for any other claim, loss or liability relating to any act, omission or breach by the Assignor with respect to the Business, the Transferred Assets or the Assigned Contracts, for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignor shall remain obligated to pay, perform and discharge and to indemnify and hold the Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from the matters described in the prospectus attached hereto (the "Prospectus") under the caption "Legal Proceedings", shall be Excluded Liabilities except to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date expressly assumed as provided in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offSchedule 1.3.

Assumption of Liabilities. As At the Closing, MFC shall, by execution ------------------------- and delivery of an Instrument of Assumption of Liabilities substantially in the Effective Timeform of Exhibit A, SEARHC shall assume and agree to pay, discharge, pay or discharge when due the liabilities --------- and perform according obligations of BLI described on Schedule 1.2 which are to their terms, be performed after ------------ the following Closing Date (the "Assumed ------- Liabilities"). The liabilities identified on Schedule 1.2 as "Subordinated Note ----------- ------------ Advances" shall not exceed $1,700,000 and such amount shall be paid by MFC in full at the Closing (the "Subordinated Note Advance Payment"). The Assumed --------------------------------- Liabilities of the City (collectively, the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Timewill include, to the extent such Liabilities relate solely to SEARHC’s use or ownership included on Schedule 1.2, the obligations of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising BLI under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described loans originated in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms ordinary course of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy BLI's business and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO outstanding on the Closing Date and commitments to make such loans. MFC shall not assume or agree to perform, pay or discharge, or have any liability for, and BLI shall remain unconditionally liable for and shall discharge, all obligations, liabilities and commitments of BLI, of any kind or nature, known or unknown, fixed or contingent, other than the Assumed Liabilities, including, without limitation: (a) any liability of BLI incurred in an account connection with this Agreement and the transactions provided for herein, including brokerage, accounting and counsel fees, transfer and other taxes, and expenses pertaining to its liquidation or the performance by BLI of SEARHC its obligations hereunder, (b) any liability or obligation of BLI arising out of any contract or agreement, (c) any obligations to BLI's employees, including without limitation, any pension, retirement, or profit-sharing plan or trust and any severance payment obligation, (d) any litigation, proceeding, claim by any person or entity or other obligation of BLI relating to its business or operations or to the Purchased Assets, whether or not such litigation, proceeding, claim or obligation is pending, threatened, or asserted before, on, or after the Closing Date, (e) Taxes (as defined in Section 2.9) whether relating to periods before or after the Closing Date, (f) liabilities or obligations to the U.S. Small Business Administration (the “PTO Funding”); provided"SBA") or the State --- of Connecticut Department of Banking (the "CDOB") other than as described on ---- Schedule 1.2, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay and (ig) any Transferred Employee the value of obligations under any such accrued unused paid time off such employee may have in excess of 80 hours as law, including but not limited to antitrust, civil rights, health, safety, labor, discrimination and environmental laws, and any rules, regulations, policies and procedures of the Effective Time, as well as any other forms of paid leave as discussed above (SBA or the “Excess PTO Liability”), or (ii) any other employee CDOB. The assumption of the City Assumed Liabilities by MFC hereunder shall not enlarge any rights of third parties under contracts or arrangements with MFC or BLI. Nothing herein shall prevent MFC from contesting in good faith any of the Hospital for any form of accrued unused paid time offAssumed Liabilities.

Assumption of Liabilities. As Upon the Closing, each Purchaser will assume its respective Proportionate Share of, and will pay, perform and discharge when due (in accordance with each Purchaser'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 Effective Time, SEARHC shall assume and agree following to pay, discharge, and perform according the extent relating to their terms, the following Liabilities any of the City Purchased Assets, except for the Excluded Liabilities (in respect of each Purchaser, as to its respective Proportionate Share, collectively, the “"Assumed Liabilities”"): (a) All Liabilities arising Except for the payment obligations prorated to Seller under any Assumed Section 3.4, all liabilities and obligations under all contracts, agreements, arrangements, commitments, undertakings, and licenses assigned to a Purchaser under this Agreement, including the Generation Facility Contracts and the Real Property Leases from and after the Effective TimeTransferable Permits, except in each case to the extent such Liabilities relate solely liabilities and obligations, but for a material breach or default by Seller or a related waiver or extension obtained by Seller, would have been paid, performed or otherwise discharged on or prior to SEARHC’s use the Closing Date or ownership to the extent the same arise out of any such material breach or default by Seller or obtained related waiver or extension obtained by Seller; provided that, for purposes of the Assumed Contracts and 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 Real Property Leases and operation STP Owners in common or by the Operating Agent acting on behalf of the Business after the Effective Timeany STP Owner, including Seller; (b) All Liabilities liabilities or obligations of Seller arising under or relating to the following: (i) the costs for corrective actions associated with any Licenses from and 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 Effective TimeClosing 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 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 Liabilities relate solely to SEARHC’s use Hazardous Substances have migrated from the Purchased Assets) or ownership in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at any of the Acquired 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 in 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); (c) Any liabilities or obligations of Seller in respect of Decommissioning and the Decommissioning costs related thereto, whether arising prior to, on or after the Closing Date; (d) Subject to the proration provisions of Section 3.4, all liabilities and obligations for any Department 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, whether assessed with respect to any period occurring prior to, on or after the Closing 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 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 Closing 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 Business Purchased Assets prior to, on or after the Closing Date; (ii) all liabilities and SEARHC’s use obligations arising out of such Licensesor resulting from the transportation, treatment, storage or disposal of any Nuclear Materials; and (ciii) Notwithstanding Section 1.4(eall 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) and Section 1.4(f) to at the contraryGeneration Facility, Liabilities or any other licensed nuclear reactor site in the United States, or in the course of the City as 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 applicable NRC or industry retrospective rating plan or insurance policy, including any mutual insurance pools established in compliance with the requirements imposed under Section 170 of the Effective Time for any accrued unused paid time off as provided for Atomic Energy Act and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, 10 C.F.R. Part 140 or otherwise, whether provided for by Law, policy and contract to pay10 C.F.R. ss. 50.54(w) that are attributable to the Transferred Employeesand, subject to a maximum Section 3.4, all liabilities and obligations of 80 hours Seller for each such Transferred Employee retrospective premium obligations under the Generation Facility Insurance Policies; (collectively, the “Accrued PTO”f) Any and all liabilities and obligations respecting any changes or improvements needed to the extent Purchased Assets, if any, for them to be in material compliance with respect to safety, building, fire, land use, access (including the City deposits Americans With Disabilities Act) or similar Laws respecting the amount payable to physical condition of the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to payPurchased Assets; (ig) Without limiting the representations and warranties of Seller contained herein or a Purchaser's rights for a breach thereof, any Transferred Employee 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 value ownership, possession, use or operation of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective TimePurchased Assets before or after the Closing, as well as including any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City foregoing arising out of or resulting from any change in Law or decision or order of any Governmental Authority; and (h) All other liabilities or obligations expressly allocated to a Purchaser in this Agreement or in any of the Hospital for any form of accrued unused paid time offAncillary Agreements.

Assumption of Liabilities. As 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 TimeDate, SEARHC shall assume and agree including but not limited to payobligations to (a) furnish makeup gas and/or settle imbalances according to the terms of applicable gas sales, dischargeprocessing, 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 according all obligations applicable to their termsor imposed on the lessee, owner, or operator under the following Liabilities 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 City (collectivelyexclusions below, herein being referred to as the “Assumed Liabilities”): (a) All Liabilities arising under ); provided, however, that the Company does not assume any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use obligations or ownership liabilities of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee Contributor (collectively, the “Accrued PTORetained Liabilities”) to the extent that they are: (i) attributable to or arise out of the City deposits ownership, use or operation of the amount payable 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 Transferred Employees limitations of Section 6.4) is required to indemnify the Company under Section 6.1; (iii) third party claims for such Accrued PTO 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 Closing 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 an account suspense as of SEARHC the Closing, (B) included in the “PTO Funding”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 the City shall remain responsible for any Liability arising under Law, policy have not been paid or contract subject to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours a Claim as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee second anniversary of the City or Closing Date, and the Hospital for any form classification thereof as Retained Liabilities, shall terminate on the second anniversary of accrued unused paid time offthe Closing Date.

Assumption of Liabilities. As of Upon the Effective Timeterms and subject to the conditions contained herein: (a) At the Final Closing, SEARHC the Company shall assume and agree to thereafter pay, discharge, perform or otherwise satisfy in accordance with their respective terms and perform according be responsible for the liabilities and obligations of the Sellers listed on Schedule 2.3 hereto (the "Assumed Liabilities"). Each of the Sellers shall remain liable for, and hold the Company harmless against, all of their respective liabilities other than the Assumed Liabilities and for the other liabilities indemnified herein (e.g. liabilities under the Sony Agreement arising prior to their termsthe Final Closing or under the Network Production Agreement even though assumed by Buyers). Except for the Assumed Liabilities, the following Liabilities Company does not assume and shall not be liable or responsible for any liabilities or obligations of either Seller or any of its predecessors, constituent partners, joint venturers, Related Persons or Affiliates, whether now or hereafter due, including liabilities or obligations incurred in connection with, in any way arising out of, or related to, the execution of this Agreement, the purchase of the City (collectivelyBusiness, the “Assumed Liabilities”): (a) All Liabilities arising under ownership or use of any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and Assets or the Real Property Leases and operation conduct of the Business after prior to the Effective Time;Final Closing (the "Non-Assumed Liabilities"). (b) All Liabilities 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 under out of or relating to any Licenses from and after claims, controversies, litigation or administrative proceedings whether pending, threatened or existing on or prior to the Effective TimeFinal 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 environmental law relating to the Assets to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.foregoing is associated with

Assumption of Liabilities. As Except for the liabilities and obligations to be assumed by Buyer pursuant to Section 1.4, Buyer will not assume and will not be liable for any liabilities of Seller, known or unknown, contingent or absolute, accrued or other, and the Purchased Assets shall be free of all liabilities, obligations, and Liens other than Permitted Liens. Without limiting the generality of the Effective Timeforegoing and except as otherwise provided above, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, Buyer will not be responsible for any of the following Liabilities of the City (collectively, the “Assumed Retained Liabilities”): (a) All Liabilities arising under any Assumed Contracts liabilities, obligations or debts of Seller, whether fixed, contingent or mixed and the Real Property Leases from and whether based on events occurring before or after the Effective TimeClosing, including without limitation those based on tort, contract, statutory or other claims or involving fines or penalties payable to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Timeany governmental authority; (b) All Liabilities arising under liabilities, obligations or debts of Seller for any Licenses Taxes; (c) liabilities or obligations of Seller to employees for salaries, bonuses or health and welfare benefits or with respect to any profit sharing, stock bonus, pension, retirement, stock purchase, option, bonus or deferred compensation plan or for any other benefits or compensation (including without limitation accrued vacation); (d) liabilities or obligations of Seller for employee severance payments or arrangements resulting from and after termination of Seller’s employees; (e) liabilities or obligations of Seller relating to issuances of securities; (f) liabilities or obligations of Seller incurred in connection with distributions to shareholders or in connection with the Effective Time, liquidation of Seller; (g) any obligation of Seller to the extent such Liabilities relate solely to SEARHC’s use or ownership indemnify any Person (including any Seller Stockholders) by reason of the Acquired Assets fact that such Person was a director, officer, employee, or agent of Seller or any of its Subsidiaries or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and operation of the Business and SEARHC’s use of whether such Licensesindemnification is pursuant to any statute, charter document, bylaw, agreement or otherwise); and (ch) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities liabilities or obligations of the City as of the Effective Time for Seller under any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Environmental Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.

Assumption of Liabilities. As (a) Subject to and upon all of the Effective Timeterms and conditions of this Agreement, SEARHC at the Closing, Purchaser shall assume and agree to pay, discharge, perform and perform according to their terms, discharge the following Liabilities obligations and liabilities of Seller (the City (collectively, "Assumed Obligations") under the “Assumed Liabilities”): (aterms of those Scheduled Contracts specifically set forth on Schedule 2.6(a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, hereto to the extent that such Liabilities relate solely to SEARHC’s use or ownership Scheduled Contracts have not been performed at the time of the Assumed Contracts Closing and the Real Property Leases and operation of the Business after the Effective Timeare not in default; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off Except as provided for in Section 2.6(a), Purchaser will not assume or agree to pay, perform or discharge, and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding shall not be responsible for, any other forms liabilities or obligations of paid leaveSeller, whether accrued, absolute, contingent or otherwise, including without limitation for sick leavelimitation, holidaysliabilities or obligations based on, attendance at continuing medical education programsarising out of, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to payconnection with: (i) any Transferred Employee expenses incurred by Seller or its Affiliates in connection with the value of any such accrued unused paid time off such employee may have in excess of 80 hours as negotiation, preparation, execution and performance of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or Transactions; (ii) any other employee events or circumstances occurring prior to the Closing Date, including, without limitation, any obligation or liability of Seller or its Affiliates arising out of or relating to the Assumed Liabilities which are payable or performable prior to Closing; (iii) any Taxes which are attributable or relate to the Assets or the Business or Seller, for any periods ending on or before the Closing Date, or which may be applicable because of Seller's sale of the City 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 intellectual property rights; (vi) any note, account payable or other obligation to any person, entity or Governmental Body, except to the extent expressly assumed herein; (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 Hospital for any form of accrued unused paid time offBusiness or Seller or its Affiliates.

Assumption of Liabilities. As Upon the terms and subject to the conditions of this Agreement, and in reliance on the representations, warranties, covenants and agreements made by Watco herein, effective as of the Effective TimeClosing, SEARHC the Joint Venture and the Operating Subsidiary shall assume and agree be obligated pursuant to paythis Agreement to pay when due, perform, or discharge, and perform according to their termsas applicable, the following Liabilities of Watco and the City other members of the Watco Group arising under the Watco Assigned Contracts of Watco and/or such other member of the Watco Group, as applicable, at any time after the Closing Date relating to periods after the Closing Date (collectively, the “Watco Assumed Liabilities”): (a) All ); provided that the Watco Assumed Liabilities arising under any Assumed Contracts will include the obligation of the Joint Venture and the Real Property Leases from and after the Effective Time, Operating Subsidiary to complete all WIP sold to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, Joint Venture pursuant to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets Watco Inventory Sale Agreement and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City all construction in progress as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO set forth on the Closing Date in an account of SEARHC (the “PTO Funding”Schedule 2.1(c); provided, further, that in no event shall the City Watco Assumed Liabilities include, and the Joint Venture and the Operating Subsidiary shall remain responsible for not assume or be obligated pursuant to this Agreement or otherwise for, any Liability Liabilities arising under Law, policy out of or contract with respect to pay any of the following: (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Timebreach of, as well as any other forms of paid leave as discussed above default under (the “Excess PTO Liability”including a payment default), or failure to perform or comply with any of the terms of, any of the Watco Assigned Contracts occurring on or prior to the Closing Date, (ii) any illegal, void or voidable Watco Assigned Contract or portion thereof, (iii) any acts of negligence or other employee torts occurring on or prior to the Closing Date, (iv) any violations of Law occurring on or prior to the City Closing Date, or (v) any obligations for warranty and related obligations resulting from any work performed on or prior to the Hospital for any form of accrued unused paid time offClosing Date, including on WIP on or prior to the Closing Date.

Assumption of Liabilities. As of At the Effective TimeClosing Date, SEARHC Buyer shall assume only the obligations and agree to pay, discharge, and perform according to their terms, the following Liabilities liabilities of the City Seller (collectively, the “"Assumed Liabilities”): (a") All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, Closing Date pursuant to (i) the extent such Liabilities relate solely to SEARHC’s use or ownership Assigned Contracts set forth on Schedule 2.11 and (ii) any Contracts which are entered into in the ordinary course of the Assumed Contracts and the Real Property Leases and operation of the Business business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, date of this Agreement relating to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) "Subsequent Contracts"); provided that such Subsequent Contracts are both consistent as to nature and scope with the extent Assigned Contracts and do not have an economic value in excess of $25,000. Buyer shall not assume any liabilities or obligations of Seller except for the City deposits Assumed Liabilities. Without limiting the amount payable to foregoing, it is expressly agreed that Buyer shall not assume, and shall have no liability for, any liabilities or obligations of the Transferred Employees for such Accrued PTO Seller not specifically set forth on Schedule 2.11, including, without limitation, the Closing Date in an account of SEARHC following (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay"Excluded Liabilities"): (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as liability or obligation of the Effective TimeSeller for any Federal, as well as state, local or foreign income, sales, use, employment, property, withholding, capital gains or franchise taxes or taxes on capital (including, without limitation, any deferred income tax liability and any penalties and interest thereon) or other forms of paid leave as discussed above (the “Excess PTO Liability”), taxes incurred or accrued by Seller; (ii) any liability or obligation for expenses incurred by, or for claims made against, the Seller in connection with or resulting from or attributable to this Agreement or the transactions contemplated hereby, if any; (iii) any liability or obligation for any investment banking, brokerage or similar charge or commission, or any attorneys' or accountants' fees and expenses, payable or incurred by the Seller in connection with the preparation, negotiation, execution or delivery of this Agreement or the transactions contemplated hereby; (iv) any liability or obligation of the Seller to Buyer arising out of any misrepresentation or breach of any warranty of the Seller contained in this Agreement or any of the schedules or exhibits hereto or in any certificate, agreement, instrument or other document delivered pursuant hereto or out of the failure of the Seller to perform any of its agreements or covenants contained herein or therein or to perform or satisfy any of the Excluded Liabilities; (v) any liability or obligation to or in respect of employees including, without limitation, liabilities and obligations in respect of payroll, compensation, benefits, annual, semi-annual and other bonuses, change of control, accrued vacation and severance and any liability or obligation under any employee pension, benefit, 401(k) or other plan that were incurred or accrued prior to the Closing Date, except for stay or retention bonuses paid, or similar inducements given, by Buyer to any employee of Seller; (vi) any liability or obligation for or in respect of indebtedness of Seller for borrowed money; (vii) any liability or obligation for or in respect of outstanding accounts payables, including without limitation any and all liabilities or obligations to the City or Seller's creditors who are owed the Hospital for any form amounts set forth in Column VI of accrued unused paid time off.SCHEDULE 2.23(a); and

Assumption of Liabilities. As of a. At the Effective TimeClosing, SEARHC shall Purchaser will assume and agree to pay, dischargedischarge or perform, as the case may be, when due, only (i) the executory obligations, which arise after the Closing Date in the ordinary course of business, under the Assumed Contracts, and perform according to their terms, (ii) the following Liabilities of the City specifically identified on Schedule 2.3(a) hereto (collectively, the “Assumed Liabilities”):). b. Notwithstanding subsection (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use above or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms provision of paid leavethis Agreement, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to payPurchaser is not assuming under this Agreement any Liability that is not specifically identified as an Assumed Liability in subsection (a) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee above (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO FundingExcluded Liabilities”); provided, that including, without limitation, any of the City shall remain responsible for any Liability arising under Law, policy or contract to pay following: (i) any Transferred and all Liabilities of the Seller or Equityholder arising from or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby; (ii) the Seller Employee Liabilities; (iii) any Tax payable with respect to the value Business, the Assets or other properties or assets of the Seller or Equityholder for a period on or prior to the Closing Date, including any Taxes resulting from the transactions contemplated hereby; (iv) any Liabilities of Seller arising under Environmental Laws to the extent arising from any condition in existence on or prior to the Closing Date; (v) any and all Liabilities with respect to worker's compensation claims, regardless of when made or asserted, related to any event, condition, fact or circumstance existing or arising, on or prior to the Closing Date; (vi) any product Liability or similar claim for injury to 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 the Seller, or alleged to have been made by the Seller, 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 the Seller on or prior to the Closing (for purposes of clarification, the Liabilities set forth under this subsentence (vi) are expressly excluded from the definition of “Warranty Obligations” hereunder) ; (vii) Liabilities arising out of or related to any Default by the Seller of any such accrued unused paid time off such employee may have in excess provision of 80 hours as any Contract or under any Law; (viii) Liabilities of the Effective TimeSeller or Equityholder arising out of any administrative sanctions and other administrative proceedings, as well as any threatened fraud and abuse proceedings respecting the Business as it was conducted on or prior to the Closing Date; (ix) any Liabilities with respect to any litigation claims relating to any period on or prior to the Closing Date; (x) any Liabilities arising out of or related to any Employee Plans or Multiemployer Plan; (xi) any Liability under or in connection with any Excluded Assets; (xii) except for Warranty Obligations relating to products sold to MS Aerospace by the Seller, all such other forms Liabilities arising out of paid leave or relating to any transactions or dealings between Seller and MS Aerospace as it relates to MS Aerospace Purchase Order 105330, as identified and further discussed above on Schedule 5.20 (the “Excess PTO LiabilityMS Aerospace Liabilities”), (xiii) any and all damages or losses claimed by State Rubber or its Affiliate relating to operation of the Business prior to the Closing relating to State Rubber Claim No. 800672, as identified and further discussed on Schedule 5.10 (iithe “State Rubber Liabilities”), and (xiv) any other employee Liabilities, regardless of the City when made or the Hospital for any form of accrued unused paid time offasserted, that are not specifically assumed by Purchaser hereunder.

Assumption of Liabilities. As further consideration of the Effective Timecontribution, SEARHC shall assume assignment, transfer and agree to pay, discharge, and perform according to their terms, the following Liabilities conveyance of the City (collectivelyAssets to StudioBuzz, the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City effective as of the Effective Time Date, StudioBuzz hereby assumes and agrees to pay and perform all of the Liabilities. Notwithstanding anything to the contrary set forth herein, StudioBuzz shall not assume nor be liable for any accrued unused paid time off as provided of the following liabilities or obligations of MediaChase: a. all Liabilities of MediaChase which pertain primarily to its assets other than the Assets; b. any of MediaChase's Liabilities for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms income taxes of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, any nature now or otherwise, whether provided for hereafter owed by Law, policy and contract to pay) that are MediaChase or attributable to the Transferred EmployeesAssets; c. any taxes or expenses or fees incurred by MediaChase incident to or arising out of the negotiation, subject 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 accountant's fees; d. any Liabilities now or hereafter arising by reason of any willful and Knowing breach of contract prior to a maximum the Effective Date or any of 80 hours 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 of MediaChase's Liabilities 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 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 MediaChase 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 each such Transferred Employee clarification all other claims relating to past or current employees or consultants are being assumed by StudioBuzz (collectivelye.g., the “Accrued PTO”claims for compensation or benefits) to the extent relating to services provided in connection with the City deposits the amount payable Assets except as otherwise expressly provided herein; and g. any Liabilities now or hereafter arising by reason of any willful and Knowing violation by MediaChase, prior to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); providedEffective Date, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any law or order (other than Environmental Laws and labor laws (including, without limitation, those giving rise to Labor Claims) which matters are covered above, and other than laws relating to intellectual property matters as StudioBuzz is agreeing to assume such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”Liabilities), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.

Assumption of Liabilities. As Effective as of the Effective TimeClosing, SEARHC none of Atmel, Atmel France or the Selling Subsidiaries or any of Atmel’s or the Selling Subsidiaries’ respective directors, shareholders, officers, employees, agents, consultants, representatives, Affiliates, successors or assigns shall have any liability or obligation with respect to, and Buyer shall absolutely and irrevocably assume and agree to be solely liable and responsible for, and thereafter pay, dischargeperform and discharge when due, all liabilities, duties and obligations of Atmel and the Selling Subsidiaries, to the extent related to or arising from, the Assets and/or the Business, and perform according to their terms, the following Liabilities of the City Transferred Entities (including all and any liability for or in relation to Taxes, whenever arising), other than the Excluded Liabilities, as set forth below (collectively, the “Assumed Liabilities”): (a) All 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 any Assumed the Transferred Contracts; (ii) all obligations and liabilities under Contracts and the Real Property Leases from and entered into after the Effective Time, Closing Date; (iii) all obligations and liabilities under Open Purchase Orders and related Contracts; (iv) all obligations and liabilities with respect to the extent such Liabilities relate solely 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 SEARHC’s use 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 ownership arising out of the Assumed Contracts 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 Real Property Leases and operation terms of the Business plan, program or arrangement under which such options, restricted stock units or rights were granted, after the Effective Time;Closing Date; and (v) all other liabilities set forth on the Audited Balance Sheet. (b) All The Assumed Liabilities shall include, without limitation the following obligations and liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to payClosing: (i) any Transferred Employee liabilities relating to the value of Business in connection with any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or Litigation; (ii) any other employee liabilities arising under Environmental Law and relating to or arising out of the City ownership or operation of the Business or the Hospital 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 form 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 accrued unused paid time offany product made, used, sold, purchased or distributed in the Business, including those related to product warranty or quality.

Assumption of Liabilities. As of On the Effective Timeterms and subject to the conditions set forth herein, SEARHC at the Closing, ▇▇▇▇▇ shall assume and agree agrees to pay, discharge, and discharge or perform according to their terms, when due the following Liabilities of Liabilities, but only to the City extent relating to the period after the Closing and arising after the Closing (collectively, the “Assumed Liabilities”): (a) All all Liabilities arising of Seller under any Assumed or primarily relating to the Transferred Assets, including all obligations under the Assigned Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities obligations are required to be performed after the Closing and to the extent such obligations relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business Transferred Assets arising after the Effective TimeClosing; 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) All any Liabilities for (i) Taxes with respect to the Program and/or the Transferred Assets for any taxable period (or portion thereof) beginning after the Closing Date, (ii) Transfer Taxes for which Buyer is responsible pursuant to Section 5.4(a), and (iii) Taxes for any Straddle Period for which Buyer is responsible pursuant to Section 5.4(c); (c) all Liabilities arising under any Licenses from and out of or relating to the acquisition or maintenance of the Transferred Intellectual Property arising after the Effective TimeClosing; (d) all research, to the extent such Liabilities relate solely to SEARHC’s use Development, manufacturing, registration, commercialization, use, handling, holding, marketing, storage, sale, offer for sale, distribution, import, export or ownership other disposition or exploitation of the Acquired Assets Products after the Closing, and operation of the Business and SEARHC’s use of such Licensesall Liabilities arising therefrom; and (ce) Notwithstanding 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 case of (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 any Assigned Contract by Seller or any of its Affiliates before the Closing and/or (ii) 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 1.4(e) 2.3 and Section 1.4(f) notwithstanding anything to the contrary, Buyer shall not assume, in connection with the Transaction or the transactions contemplated by the Ancillary Agreements, any Liability of Seller whatsoever, whether known or unknown, disclosed or undisclosed, accrued or hereafter arising, absolute or contingent, and Seller shall retain responsibility for all such Liabilities. For clarity, ▇▇▇▇▇’s assumption of Liabilities under this Section 2.3 shall be considered part of the City as of the Effective Time consideration paid for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offAssets.

Assumption of Liabilities. As (a) On the terms and subject to the conditions of this Agreement, effective as of the Effective TimeClosing and without further action, SEARHC the Purchaser shall assume and agree to pay, dischargeperform, satisfy and perform according to their termsdischarge when due, the following Liabilities all obligations and liabilities (other than Excluded Liabilities) of the City (collectivelywhatever kind and nature, the “Assumed Liabilities”): (a) All Liabilities primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising under any Assumed Contracts and the Real Property Leases from and before, on or after the Effective TimeClosing Date, to the extent such Liabilities relate solely to SEARHC’s use relating to, resulting from or ownership of the Assumed Contracts and the Real Property Leases and operation 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 Effective Time;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 any Transferred Employee (as defined in SECTION 7.1(a)) arising prior to the Closing Date or on or after the Closing Date, including any compensation, severance, workers compensation or employee benefit obligations. (b) All Liabilities arising under any Licenses from and after the Effective TimeNotwithstanding SECTION 1.3(a), to the extent such Liabilities relate solely to SEARHC’s use or ownership for purposes of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectivelythis Agreement, the “Accrued PTO”) to term "ASSUMED LIABILITIES" will not include any Excluded Liabilities. For purposes of this Agreement, the extent term "EXCLUDED LIABILITIES" means the City deposits the amount payable to the Transferred Employees for such Accrued PTO obligations or liabilities expressly retained by ATS as identified on the Closing Date in an account of SEARHC (the “PTO Funding”SCHEDULE 1.3(b); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.

Assumption of Liabilities. As (a) In connection with the acquisition by Buyer of the Assets as of the Effective Time, SEARHC Buyer shall assume only those liabilities that first arise after the Effective Time under the contracts of Seller that are expressly identified on the attached Exhibit B (the "Assumed Contracts"). Buyer does not hereby, and agree to will not at any time be required to, assume, pay, dischargeperform or discharge any other obligations, and perform according to their termsclaims, the following Liabilities liabilities, costs or expenses of Seller, including without limitation any of the City following: (collectivelyi) any liability in respect of separation or severance pay to any person employed by Seller; (ii) any liability under any plan, fund, program, policy or arrangement under which any persons are provided or promised pensions, retirement income, deferred compensation or profit-sharing; (iii) any liability under any plan, fund, program or arrangement under which any persons are provided or promised bonuses, incentive pay, severance pay, vacations or vacation pay, sick pay, salary continuation, medical, vision, or dental insurance or benefits, savings benefits, stock options, life insurance or death benefits, travel or accident benefits or unemployment benefits or disability benefits; (iv) any liability for workers compensation or for occupational health and safety or environmental matters; (v) any liability of Seller (including without limitation any liability or potential liability with respect to any consolidated return filed or to be filed by any person) for federal, state or local income or other taxes or penalties or interest thereon; (vi) any pending or threatened litigation against Seller or any affiliate of Seller; (vii) any intercompany loans, advances or other obligations owed by Seller to any affiliate of Seller; and (viii) liability of any kind, direct or indirect, fixed or contingent, arising out of, resulting from or relating to actions taken or omitted to be taken by Seller prior to, at or after the “Assumed Liabilities”):Effective Time. (ab) All Liabilities arising Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment hereunder of any Assumed Contract shall require the consent of any other party (or in the event that any of the same shall be non-assignable), neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an agreement to assign is such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution thereof; provided, however, that in each such case, Seller and the Shareholders shall use their best efforts to obtain the consent of such other party to an assignment to Buyer. If such consent is not obtained and is waived by Buyer prior to the Closing, Seller and the Shareholders shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits under any Assumed Contracts such contract as of and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.

Assumption of Liabilities. As of At the Effective TimeClosing, SEARHC the Company shall assume assume, and shall agree to pay, discharge, perform and perform discharge according to their termsrespective terms (if any), the following Liabilities (and only the following) liabilities and obligations of IMA and its Subsidiaries arising primarily from or related primarily to the Contributed US CD Business, and no other liabilities or obligations of IMA or its Subsidiaries (liabilities to be assumed by the Company pursuant to this Section 1.4 being collectively referred to as the "Assumed Liabilities"): (i) all obligations of IMA or its Subsidiaries under the Business Contracts (other than Excluded Contracts) that are part of the City Contributed US CD Business that, by the terms of such Business Contracts, arise after the Closing Date, relate to periods following the Closing Date, and are to be observed, paid, discharged, or performed, as the case may be, in each case at any time after the Closing Date; (ii) except to the extent arising out of any Retained Inventory, any product warranty, product liability or product returns, rebates, coupons, allowances or other discounting and promotional commitments arising from any product line produced or sold by the Contributed US CD Business that has not been discontinued prior to the date hereof; (iii) except as set forth in Section 1.4(iii) of the Disclosure Schedule or with respect to any matter involving Taxes or Excluded Assets, any liability, obligation, cost or expense of IMA or any of its Subsidiaries arising out of or relating to any investigation, claim, action, suit, complaint, dispute, audit, demand, litigation or judicial, administrative or arbitration proceeding (collectively, the “Assumed Liabilities”): (a"Legal Proceeding") All Liabilities arising under any Assumed Contracts as and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely it arose or arises from the Contributed US CD Business to SEARHC’s use which IMA or ownership any of the Assumed Contracts and the Real Property Leases and operation of the Business its Subsidiaries is or was a party whether it relates to any time prior to, at or after the Effective TimeClosing (regardless of whether the Legal Proceeding is commenced before or after the Closing); (biv) All Liabilities any liability, obligation or expense arising under any Licenses from and the Business Trademarks after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such LicensesClosing Date; and (cv) Notwithstanding Section 1.4(e) and Section 1.4(f) to any liability or obligation arising from the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programsconduct of, or otherwise, whether provided for by Law, policy and contract relating to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectivelyor arising from, the “Accrued PTO”Contributed US CD Business (other than liabilities or obligations related to Product Registrations, the Retained Inventory, the Retained Accounts Receivable, the Accounts Payable or the Transition Assets) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on after the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offDate.

Assumption of Liabilities. As of (a) On and after the Effective TimeClosing Date, SEARHC the Buyer shall assume assume, and agree agrees and undertakes to pay, perform and discharge, as and perform according when due, each of the obligations, responsibilities, liabilities and debts with respect to their termsthe Business which are specifically described in Schedule 2.3 hereto and the obligations under the Assumed Contracts being assigned to Buyer referred to in Schedule 2.1 hereof (all of which are hereinafter referred to collectively as the "Assumed Liabilities"). (b) Notwithstanding anything to the contrary contained herein, Assumed Liabilities shall not include any liability which is not identified as an Assumed Liablity in Schedule 2.3, including, without limitation, the following Liabilities of liabilities which shall be retained by the City Company (collectively, the “Assumed "Retained Liabilities”"): (ai) All Liabilities arising under any Assumed Contracts and legal, accounting, brokerage, finder's fee, taxes or other expenses incurred by the Real Property Leases from and Company in connection with this Agreement or the consummation of the transactions contemplated hereby; (ii) liabilities or obligations incurred by the Company after the Effective TimeClosing; (iii) any obligations or liability relating to any litigation, actions, grievances, arbitrations, suits, proceedings, investigations or claims arising out of or relating to the extent such Liabilities relate solely to SEARHC’s use or ownership any of the Assumed Contracts and Company's activities or any of the Real Property Leases and Company's operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use 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 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 period prior to the 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 Employee Plans sponsored by any of the Company or a Common Control Entity (as determined under Section 414(b) or (c) of the Code) either before or after the Closing; (vii) all liabilities 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 and SEARHC’s use of such Licensesprior to the Closing Date, except those accounts payable specifically assumed by the Buyer as set forth in Schedule 2.3 hereto; and (cxi) Notwithstanding Section 1.4(e) and Section 1.4(f) any liabilities or obligations of the Company or relating to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City Business or the Hospital for any form of accrued unused paid time offAcquired Assets not expressly assumed by the Buyer as set forth in Schedule 2.3 hereto.

Assumption of Liabilities. As Upon the sale and purchase of the Effective TimeSubject Assets, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, with the following Liabilities exception of the City those matters listed in Schedule 1.2 (collectively, the “Assumed Liabilities”): ), Buyer shall not assume and shall not be liable for any debt, obligation, responsibility or liability of Seller, or any Affiliate (a) All Liabilities arising under as defined below), or any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership claim against any of the Assumed Contracts and foregoing or against the Real Property Leases and operation Subject Assets of the Business after arising prior to Closing, whether known or unknown, contingent or absolute, asserted or unasserted, or otherwise. Without limiting the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Timeforegoing sentence, Buyer shall have no responsibility with respect to the extent such Liabilities relate solely to SEARHC’s use following, whether or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described not disclosed in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leaveBase Balance Sheet or a Schedule hereto, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to paylimitation: (i) any Transferred Employee liabilities and obligations related to or arising from the value 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 accrued unused paid time off 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 may have in excess benefit plans, or obligations related to or resulting from severance of 80 hours as employment by Seller; (v) workmen’s liens on any of the Effective TimeSubject Assets; (vi) liabilities incurred by Seller or Shareholder in connection with this Agreement and the transactions provided for herein, as well as 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 other forms disposal or use of paid leave as discussed above 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 (“Excess PTO LiabilityOSHA”), or any other similarly applicable state law, and liabilities for healthcare expenses incurred prior to Closing; (iiix) 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 employee liabilities arising out of facts or circumstances existing prior to the City Closing or the Hospital for any form operation of accrued unused paid time offSeller’s Business prior to the Closing.

Assumption of Liabilities. As Notwithstanding anything to the contrary set forth herein, in no event shall Purchaser assume or incur any liability or obligation under this Agreement or otherwise become responsible in respect of the Effective Time, SEARHC shall assume and agree following (hereinafter collectively referred to pay, discharge, and perform according to their terms, as the following Liabilities of the City (collectively, the “Assumed "Excluded Liabilities”"): (a) All Liabilities arising under Any liability or obligation of any Assumed Contracts and nature whatsoever which arises out of or is related to any action, suit, claim or legal, administrative, arbitration, governmental or other proceeding or investigation now pending or hereafter instituted relating to the Real Property Leases from and after the Effective Time, Business or Assets to the extent such Liabilities relate solely the principal event giving rise thereto occurred prior to SEARHC’s use the Closing Date or which results from or arises out of any action or inaction prior to the Closing Date of Seller or any affiliate, officer, director, employee, agent, representative or subcontractor of Seller; (b) Any federal, state or local income, sales, use, excise, ad valorem, intangibles or other tax and any and all penalties and interest relating thereto (i) payable with respect to the business, assets, properties or operations (including, but not limited to, the Business or Assets) of Seller, any member of any affiliated group of which Seller is a member or any other person for whose taxes Seller may be liable for any period prior to the Closing, or (ii) incident to or arising as a consequence of the negotiations or consummation by Seller or any member of any affiliated group of which Seller is a member of this Agreement and the transactions contemplated hereby; (c) Any liability or obligation arising under or relating to any of the Excluded Assets; (d) Any liability or obligation of any nature whatsoever arising prior to or as a result of the Closing to any employee, agent or independent contractor of the Seller, whether or not employed by Purchaser after the Closing, or under any benefit plan or arrangement with respect thereto, including, but not limited to, severance obligations and accruals for vacation pay, sick pay and similar accruals other than liabilities expressly assumed by Purchaser pursuant to Section 2.4(e); (e) Any liability or obligation of Seller arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants or other experts of Seller or any of its affiliates; (f) Any liabilities or obligations of either Seller or any subsidiary under any debts, notes, negotiable instruments and written or oral commitments to repay indebtedness, including, without limitation, any intercompany debt; or (g) Any mortgage, security interest, lien or encumbrance of Seller or any subsidiary of any kind. In addition to hiring those persons set forth on Schedule 7.1, Purchaser shall assume on the Closing Date, subject to the terms and conditions of this Agreement: (a) all duties and obligations required to be performed after the Closing Date pursuant to the Contracts (including, without limitation, all warranty liabilities); (b) all trade payables (which, for the purposes of identification only, were [$77,997] on June 30, 1995 minus any amount representing legal fees incurred by Seller in connection with the DOD subpoena referenced in Schedule 4.5 ($30,136 as of June 30, 1995)); (c) except as otherwise set forth in this Agreement, all liabilities of whatsoever type or nature arising out of or associated with the ownership of the Assumed Contracts and Assets or the Real Property Leases and operation of the Business after the Effective TimeClosing. Without limiting the foregoing, Purchaser shall be liable for all product liability claims for products shipped after the Closing by Purchaser and workers' compensation claims relating to the Business for occurrences taking place after the Closing Date; (bd) All Liabilities arising under any Licenses from and after the Effective Time, liability associated with customer deposits to the extent such Liabilities relate solely to SEARHC’s use or ownership accrued on Seller's books (which, for the purposes of the Acquired Assets and operation of the Business and SEARHC’s use of such Licensesidentification only, were $360,000 on June 30, 1995); and (ce) Notwithstanding Section 1.4(e) any liability relating to accruals for vacation pay, sick pay and Section 1.4(f) to the contrarysimilar accruals for those employees listed in Schedule 7.1 arising from and after July 1, Liabilities of the City as of the Effective Time 1995 and, for any accrued unused paid time off as provided all employees accepting employment with Purchaser, all liability for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees severance payments for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offemployees.

Assumption of Liabilities. As of (a) On and after the Effective TimeClosing Date, SEARHC the Buyer shall assume assume, and agree agrees and undertakes to pay, perform and discharge, as and perform according to their termswhen due, the following Liabilities each of the City obligations, responsibilities, liabilities and debts with respect to the Business (collectively, other than Retained Liabilities) which are specifically described in Schedule 2.3 hereto (all of which are hereinafter referred to collectively as the “"Assumed Liabilities”):"). (ab) All Notwithstanding anything to the contrary contained herein, Assumed Liabilities arising under shall not include any Assumed Contracts of the following, all of which shall be retained by the Sellers and are hereinafter referred to as "Retained Liabilities": (i) legal, accounting, brokerage, finder's fee, taxes or other expenses incurred by the Real Property Leases from and Sellers in connection with this Agreement or the consummation of the transactions contemplated hereby; (ii) liabilities or obligations incurred by the Sellers after the Effective TimeClosing; (iii) any obligations or liability relating to any litigation, actions, grievances, arbitrations, suits, proceedings, investigations or claims arising out of or relating to the extent such Liabilities relate solely to SEARHC’s use or ownership any of the Assumed Contracts and Sellers' activities or any of the Real Property Leases and Sellers' operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership or use of the Acquired Assets 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 of the Sellers prior to the Closing, or as a consequence of the transactions contemplated hereby; (v) all liabilities to employees of KSG 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 period prior to the 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 Employee Plans sponsored by any of the Sellers or a Common Control Entity (as determined under Section 414(b) or (c) of the Code) either before or after the Closing; (vii) all liabilities 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 Sellers arising prior to or after the Closing Date; (ix) all liabilities for severance obligations, if any, to any employee of KSG 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 Sellers' activities and the operation of the Business and SEARHC’s use of such Licensesprior to the Closing Date, except those accounts payable specifically assumed by the Buyer as set forth in Schedule 2.3 hereto; and (cxi) Notwithstanding Section 1.4(e) and Section 1.4(f) any liabilities or obligations of the Sellers or relating to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City Business or the Hospital for any form of accrued unused paid time offAcquired Assets not expressly assumed by the Buyer as set forth in Schedule 2.3 hereto.

Assumption of Liabilities. As Buyer does not hereby and shall not at any time assume any liabilities or obligations of Seller of any nature whatsoever except as may be specifically set forth herein (the Effective Time"Excluded Liabilities"). Without limiting the foregoing, SEARHC Excluded Liabilities shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”):include: (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Timeliability of Seller for Taxes, including, but not limited to, all liabilities for or in respect of any Taxes for all periods ending on or prior to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective TimeClosing Date; (b) All Liabilities any liability for product liability claims arising under from the manufacture, sale, use or production of any Licenses from and after the Effective TimeAcquired Asset or other product or service produced, imported, sold or provided by Seller or its Predecessors in Interest prior to the extent such Liabilities relate solely to SEARHC’s Closing; (c) any liability for infringement claims arising from any product or service produced by or as a result of the use or ownership of the Acquired Assets prior to the Closing; (d) any liability of Seller or its Predecessors in Interest under this Agreement or any other Ancillary Agreements; (e) any liability for legal, accounting and operation audit fees and any other expenses incurred by Seller or its Predecessors in Interest in connection with this Agreement or any other Ancillary Agreements; (f) any liability of Seller or its Predecessors in Interest relating primarily or exclusively to any asset of Seller or its Affiliates other than the Acquired Assets; (g) all liabilities relating to the ownership or use of the Business and SEARHC’s use Acquired Assets or the Alachua Facility by any person or entity at or before the Closing; (h) all liabilities relating to the tax collector of such LicensesAlachua County (the "Alachua County Tax Collector"), or to any Ad Valorem taxes for tax years prior to calendar year 2006, or to the claims or rights of any holders of any tax certificates issued for any tax year prior to calendar year 2006, or to any obligation of any debtors or the Seller under any motion, order or approved action within the Bankruptcy Case, including any payment or performance obligation required to remove any liens or encumbrances on the Acquired Assets; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee liabilities or legal responsibility whatsoever, express or implied, to any Person or Governmental Authority, whether known or unknown, including but not limited to statutory, regulatory, contract, consent or common law, of Seller or its Predecessors in Interest, regarding the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of Property, Acquired Assets or the Effective TimeAlachua Facility including response action, as well as a Potentially Responsible Party, for an actual or threatened release of a hazardous material or any other forms of paid leave as discussed above (Pre-Existing Environmental Conditions in existence prior to the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offClosing Date.

Assumption of Liabilities. As 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 Effective TimeHIG Group, SEARHC shall assume as appropriate, any and agree all Liabilities of such Person of any kind or character to paythe extent relating to or arising from the ownership or use of the Transferred Assets or the Employee Group, dischargeincluding Transferred Employees and Non-Transferred Employees, and perform according to their termsas such Liabilities exist as of the Closing, but excluding all Excluded Liabilities, regardless of when such Liabilities may be discovered or reported ("Assumed Liabilities"), including the following Liabilities of the City (collectively, the “Assumed Liabilities”):: (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective TimeLiability relating to any failure or alleged failure to comply with, or any violation or alleged violation of, any Applicable Law to the extent such Liabilities relate solely relating to SEARHC’s use or ownership of the Assumed Contracts Transferred Assets, the Employee Group, including any Transferred Employees and the Real Property Leases and operation of the Business after the Effective Timeany Non-Transferred Employees; (b) All Liabilities any Liability to the 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, including any Transferred Employee or any Non-Transferred Employee, including any Liability to the extent relating to (i) any employee benefit plan or employee benefits 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 with respect to any employee within the 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 Employee Group, including any Transferred Employee or any Non-Transferred Employee, (iv) the termination of employment of any employee within the Employee Group, including any Transferred Employee or any Non-Transferred Employee, including, any termination of any such Person deemed to have occurred upon the consummation of the transactions contemplated by this Agreement or the Stock Purchase Agreement, or (v) any "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; 115 (d) any Liability arising under any Licenses from and after the Effective Time, Producer Agreement or to the extent relating to the Producer under any such Liabilities relate solely to SEARHC’s use Producer Agreement or ownership of the Acquired Assets and operation of the Business and SEARHC’s use activities of such LicensesProducer under such Producer Agreement; (e) 50% of any Other Liability; and (cf) Notwithstanding Section 1.4(e) and Section 1.4(f) any Liability for Taxes relating to or arising from the contrary, Liabilities ownership or use of the City as Transferred Assets, or any of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leaveEmployee Group, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on and the Non-Transferred Employees prior to the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offDate.

Assumption of Liabilities. As Upon the Closing, each Purchaser will assume its respective Proportionate Share of, and will pay, perform and discharge when due (in accordance with each Purchaser'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 Effective Time, SEARHC shall assume and agree following to pay, discharge, and perform according the extent relating to their terms, the following Liabilities any of the City Purchased Assets, except for the Excluded Liabilities (in respect of each Purchaser, as to its respective Proportionate Share, collectively, the “"Assumed Liabilities”"): (a) All Liabilities arising Except for the payment obligations prorated to Seller under any Assumed Section 3.4, all liabilities and obligations under all contracts, agreements, arrangements, commitments, undertakings, and licenses assigned to a Purchaser under this Agreement, including the Generation Facility Contracts and the Real Property Leases from and after the Effective TimeTransferable Permits, except in each case to the extent such Liabilities relate solely liabilities and obligations, but for a material breach or default by Seller or a related waiver or extension obtained by Seller, would have been paid, performed or otherwise discharged on or prior to SEARHC’s use the Closing Date or ownership to the extent the same arise out of any such material breach or default by Seller or obtained related waiver or extension obtained by Seller; provided that, for purposes of the Assumed Contracts and 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 Real Property Leases and operation STP Owners in common or by the Operating Agent acting on behalf of the Business after the Effective Timeany STP Owner, including Seller; (b) All Liabilities liabilities or obligations of Seller arising under or relating to the following: (i) the costs for corrective actions associated with any Licenses from and 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 Effective TimeClosing 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 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 Liabilities relate solely to SEARHC’s use Hazardous Substances have migrated from the Purchased Assets) or ownership in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at any of the Acquired 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 in 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); (c) Any liabilities or obligations of Seller in respect of Decommissioning and the Decommissioning costs related thereto, whether arising prior to, on or after the Closing Date; (d) Subject to the proration provisions of Section 3.4, all liabilities and obligations for any Department 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, whether assessed with respect to any period occurring prior to, on or after the Closing 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 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 Closing 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 Business Purchased Assets prior to, on or after the Closing Date; (ii) all liabilities and SEARHC’s use obligations arising out of such Licensesor resulting from the transportation, treatment, storage or disposal of any Nuclear Materials; and (ciii) Notwithstanding Section 1.4(eall 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) and Section 1.4(f) to at the contraryGeneration Facility, Liabilities or any other licensed nuclear reactor site in the United States, or in the course of the City as 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 applicable NRC or industry retrospective rating plan or insurance policy, including any mutual insurance pools established in compliance with the requirements imposed under Section 170 of the Effective Time for any accrued unused paid time off as provided for Atomic Energy Act and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, 10 C.F.R. Part 140 or otherwise, whether provided for by Law, policy and contract to pay10 C.F.R. Section 50.54(w) that are attributable to the Transferred Employeesand, subject to a maximum Section 3.4, all liabilities and obligations of 80 hours Seller for each such Transferred Employee retrospective premium obligations under the Generation Facility Insurance Policies; (collectively, the “Accrued PTO”f) Any and all liabilities and obligations respecting any changes or improvements needed to the extent Purchased Assets, if any, for them to be in material compliance with respect to safety, building, fire, land use, access (including the City deposits Americans With Disabilities Act) or similar Laws respecting the amount payable to physical condition of the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to payPurchased Assets; (ig) Without limiting the representations and warranties of Seller contained herein or a Purchaser's rights for a breach thereof, any Transferred Employee 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 value ownership, possession, use or operation of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective TimePurchased Assets before or after the Closing, as well as including any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City foregoing arising out of or resulting from any change in Law or decision or order of any Governmental Authority; and (h) All other liabilities or obligations expressly allocated to a Purchaser in this Agreement or in any of the Hospital for any form of accrued unused paid time offAncillary Agreements.

Assumption of Liabilities. As At the Closing, the Buyer shall assume all liabilities of each Seller of any nature, known or unknown, fixed, contingent or otherwise, arising out of or relating primarily to the Business (the "Assumed Liabilities"). Notwithstanding the foregoing, the Buyer shall not assume any liabilities or obligations of the Effective TimeSellers of any nature, SEARHC known or unknown, fixed, contingent or otherwise arising out of or relating to the following, all of which shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities remain obligations of the City Sellers (collectively, the “Assumed "Excluded Liabilities”): "): (a) All Liabilities arising under for any Assumed Contracts and Taxes resulting from the Real Property Leases from and after conduct of the Effective Time, business of the Sellers on or prior to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; Closing Date (b) All Liabilities arising under any Licenses from Plans listed on EXHIBIT B and after any Plans maintained at any time by the Effective Time, to Stockholder for the extent such Liabilities relate solely to SEARHC’s use or ownership benefit of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and Sellers' employees (c) Notwithstanding Section 1.4(eunder any Contracts listed on EXHIBIT B, (d) relating to any Excluded Assets, (e) any liabilities or obligations imposed on any Seller by virtue of being a member of a group of affiliated companies that includes the Stockholder or another Affiliate thereof, including, for example, joint and Section 1.4(fseveral liability under the Code or ERISA, (f) for any product liability claims resulting from occurrences on or prior to the contraryClosing Date regardless of whether such claim is brought before or after the Closing Date, Liabilities (g) for any claims or obligations relating to the Proceedings listed on Part 3.13 of the City as Disclosure Letter, (h) resulting from any claim by a stockholder or former stockholder of any Seller, or any other Person, seeking to assert, or based upon ownership or rights of ownership of any shares of capital stock or securities of, or equity interest in, any Seller, or any rights under any Organizational Documents of any Seller, (i) costs, expenses, obligations and liabilities incurred or accrued by the Sellers in connection with this Agreement or the Contemplated Transactions but excluding any costs, expenses, obligations and liabilities arising out of the Effective Time failure to obtain any consents or waivers with respect to Contracts to be assigned to the Buyer hereunder, (j) all indebtedness for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, borrowed money including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy the Sellers' loan agreements and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO subordinated debt agreements listed on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as Part 3.29 of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offDisclosure Letter.

Assumption of Liabilities. As Buyer shall assume on the Date of Closing all obligations, duties and liabilities arising under or with respect to any of the Effective Time, SEARHC shall assume Assumed Obligations. Seller and Buyer acknowledge and agree that Buyer has not agreed to pay, discharge, assume any of Seller's liabilities and perform according to their terms, obligations except for the following Liabilities Assumed Obligations. The assumption of the City (collectivelyAssumedObligations by Buyer 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. Except as expressly provided herein, Buyer does not and shall not assume any liabilities or obligations of the “Assumed Liabilities”): (a) All Liabilities arising under Seller or any Assumed Contracts and other person, corporation, partnership, or entity, incurred as a consequence of the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and Assets or as a consequence of the Real Property Leases and operation of the Business Restaurant or as a consequence of this Agreement or the sale, assignment and transfer contemplated hereunder. Without limiting the generality of the foregoing, it is understood and agreed that Buyer shall not assume and shall not pay any of the following liabilities: Liabilities incurred by Seller in connection with this Agreement and the transactions provided for herein (including, without limitation, counsel and accountant's fees, and expenses pertaining to the performance by Seller of its obligations hereunder). Except as provided in Section 14.8 below, Taxes of Seller (whether relating to periods before or after the Effective Time; Date of Closing), including any liability for Taxes arising out of any transferee liability. 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. Liabilities in connection with or relating to all actions, suits, claims, proceedings, demands, assessments and judgments, costs, losses, liabilities, damages, deficiencies and expenses (b) All Liabilities whether or not arising under out of third-party claims), including, without limitation, interest, penalties, reasonable attorneys' and accountants' fees and all amounts paid in investigation, defense or settlement of any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offforegoing.

Assumption of Liabilities. (a) As of the Effective TimeClosing Date, SEARHC shall Buyer shall, without any further action on the part of Buyer or Seller, assume and agree to pay, dischargeperform and discharge when due, and, subject to Article XVI, indemnify, defend and perform according hold the Seller Indemnitees harmless from all Claims and Damages to their terms, the extent arising from or related to each of the following Liabilities of the City liabilities or obligations (collectively, the “Assumed Liabilities”):), provided, that the Assumed Liabilities shall not include the Excluded Liabilities: (ai) All Liabilities arising Obligations of Seller that (A) arise under any Assumed the Assigned Contracts and the Real Property Leases in connection with goods or services received by or on behalf of Buyer from and after the Effective Time, to Time or (B) first become performable under the extent such Liabilities relate solely to SEARHC’s use Assigned Contracts on or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time;, excluding any Obligations arising from any event, matter or circumstance occurring prior to Closing; and Pages 5 of 38 Pages (bii) All Liabilities arising under any Licenses Obligations of Seller attributable or relating to the period from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Time under any Permit constituting Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; andAssets. (cb) Notwithstanding Section 1.4(e) and Section 1.4(f) anything in this Agreement to the contrary, Liabilities 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 Acquired Assets or the operation of the City as of the Effective Time for any Biodiesel Business), whether known or unknown, asserted or unasserted, accrued unused paid time off as provided for or unaccrued, absolute or contingent, liquidated or unliquidated, due or to become due, and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leavewhether contractual, including without limitation for sick leave, holidays, attendance at continuing medical education programs, statutory or otherwise, whether except as expressly provided in this Section 3.6 or as otherwise expressly provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City this Agreement or the Hospital for any form of accrued unused paid time offRelated Agreements.

Assumption of Liabilities. As (a) In connection with the acquisition by Buyer of the Assets as of the Effective Time, SEARHC Buyer shall assume only those liabilities under the Material Contracts (as defined herein) of Seller that are expressly identified on the attached Exhibit B. Buyer does not hereby, and agree to will not at any time be required to, assume, pay, dischargeperform or discharge any other obligations, and perform according to their termsclaims, the following Liabilities liabilities, costs or expenses of Seller, including without limitation any of the City following: (collectivelyi) any liability in respect of separation or severance pay to any person employed by Seller; (ii) any liability under any plan, fund, program, policy or arrangement under which any persons are provided or promised pensions, retirement income, deferred compensation or profit- sharing; (iii) any liability under any plan, fund, program or arrangement under which any persons are provided or promised bonuses, incentive pay, severance pay, vacations or vacation pay, salary continuation, medical insurance or benefits, savings benefits, stock options, life insurance or death benefits, travel or accident benefits or unemployment benefits; (iv) any liability for occupational health and safety or environmental matters; (v) any liability of Seller (including without limitation any liability or potential liability with respect to any consolidated return filed or to be filed by any person) for federal, state or local income or other taxes or penalties or interest thereon; (vi) any pending or threatened litigation against Seller or any affiliate of Seller; (vii) any intercompany loans, advances or other obligations owed by Seller to any affiliate of Seller; and (viii) liability of any kind, direct or indirect, fixed or contingent, arising out of, resulting from or relating to actions taken or omitted to be taken by Seller prior to, on or after the “Assumed Liabilities”):Closing Date. (ab) All Liabilities arising Notwithstanding anything to the contrary in this Agreement, to the extent that the assignment hereunder of any Material Contract shall require the consent of any other party (or in the event that any of the same shall be non-assignable), neither this Agreement nor any action taken pursuant to its provisions shall constitute an assignment or an agreement to assign if such assignment or attempted assignment would constitute a breach thereof or result in the loss or diminution thereof; provided, however, that in each such case, Seller and the Stockholder shall use their best efforts to obtain the consent of such other party to an assignment to Buyer. If such consent is not obtained and is waived by Buyer prior to the Closing, Seller and the Stockholder shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits under any Assumed Contracts and the Real Property Leases such contract from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.

Assumption of Liabilities. As Buyer shall assume, agree to perform, and discharge when due only those obligations of Seller arising out of the Effective Timesubscriptions listed on Schedule 2 with respect to the period from and after the Closing Date (the Assumed Liabilities"). Seller and Buyer agree that, SEARHC shall other than the Assumed Liabilities, Buyer does not agree to assume and agree to pay, discharge, and perform according to their terms, the following Liabilities shall have no responsibility for any of the City debts, obligations or liabilities of Seller (collectivelythe "Excluded Liabilities"), all of which shall remain the “Assumed Liabilities”):sole responsibility of and shall be paid and discharged by Seller as they become due. The Excluded Liabilities include without limitation all of the following: (a) All Liabilities 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 under any Assumed Contracts and out of or in connection with this Agreement or the Real Property Leases from and after the Effective Timetransactions contemplated hereby. (b) Any liability or obligation of Seller whether incurred prior to, at or subsequent to the extent such Liabilities relate solely Closing Date for any amounts due or which may become due to SEARHC’s use any person or ownership 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 Closing Date, including without limitation all obligations to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (including the payment for termination of the Assumed Contracts contract with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇), ▇▇▇▇▇▇-▇▇▇▇▇, and the Real Property Leases and NW Aero. (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 after prior to the Effective Time;Closing Date. (be) All Liabilities arising under any Licenses from and after the Effective TimeAny claim, to the extent such Liabilities relate solely to SEARHC’s use liability or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contraryobligation, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leaveknown or unknown, including without limitation for sick leave, holidays, attendance at continuing medical education programs, contingent or otherwise, whether provided for by Lawthe existence of which is a breach of, policy and contract to pay) that are attributable to the Transferred Employeesor inconsistent with, subject to a maximum any representation, warranty or covenant of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date Seller set forth in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to paythis Agreement. (if) any Transferred Employee the value of any such accrued unused paid time off such employee may have Any liability or obligation specifically stated in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City this Agreement or the Hospital for any form of accrued unused paid time offSchedules hereto as not to be assumed by Buyer.

Assumption of Liabilities. As (A) Except as otherwise expressly set forth herein or in the Interim Servicing Agreement, on the Closing Date, Purchaser shall assume and, thereafter, discharge fully only the following liabilities of Seller to be performed after the Cut-off Time: (i) all of the Effective 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, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”): except for those charges: (a) All Liabilities arising under from Seller’s violation on or before the Cut-off Time of any Assumed Contracts 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 Real Property Leases 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 and or related to the operation of the Seller’s Business prior to or after the Effective 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 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 (iii) it will be responsible for all expenses related to the extent such Liabilities relate solely Accounts and activity thereon prior to SEARHCthe Cut-off Time. Seller will be responsible for all expenses charged by Seller’s use or ownership Card Processor for the Closing and for the conversion of the Assumed Contracts 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 Seller’s Card Processor pass through costs and expenses. Seller will also be responsible for any fees or 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 penalties, termination fees, or similar expenses payable because of the Real Property Leases and termination of Seller’s agreement with Seller’s Card Processor. (C) Seller shall be liable for any Tax that relates to its operation of the Business on or prior to the Cut-off Time. Purchaser shall be liable for any Tax that relates to its operation of the Business after the Effective Cut-off Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.

Assumption of Liabilities. As of (a) Subject to the Effective Timeterms and conditions set forth in this Agreement, SEARHC at the Closing, Purchaser shall assume and agree to assume, pay, dischargeperform and discharge all duties, and perform according responsibilities, obligations or liabilities of Seller (whether accrued, contingent or otherwise) to their termsbe discharged, performed, satisfied or paid on or after the Closing Date (or the Transfer Date with respect to a Transferred Employee), with respect to the following Liabilities of the City (collectively, the “Assumed Liabilities”): (ai) All Liabilities arising under any Assumed Contracts the Deposits, including Deposits in IRAs and related account agreements; (ii) the Personal Property and the Real Property Leases Property, excluding any duty, responsibility, obligation or liability arising from and after the Effective Time, or relating to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and (A) the Real Property Leases and or (B) in whole or in part with respect to an Environmental Condition migrating to or from the Real Property, if any claim, demand or proceeding, or any notice of the foregoing arising from or relating to (A) or (B) of this Section 2.2(a)(ii) is made or commenced prior to the Closing or if any such duty, obligation or liability relates to a period prior to the Closing; (iii) the Safe Deposit Agreements; (iv) the Loans; (v) liabilities to any Transferred Employee in respect of his or her employment with Purchaser on or after the Transfer Date, including as set forth in Section 8.7; and (vi) liabilities for Taxes of, or relating to, the Assets, the Assumed Liabilities or the business or operation of the Business after the Effective Time;Branches (other than Excluded Taxes). (b) All Liabilities arising under any Licenses from and after the Effective Time, Notwithstanding anything to the extent such Liabilities relate solely to SEARHC’s use contrary in this Agreement, Purchaser shall not assume or ownership be bound by any duties, responsibilities, obligations or liabilities, of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contraryany kind or nature, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leaveknown, including without limitation for sick leaveunknown, holidays, attendance at continuing medical education programs, contingent or otherwise, whether provided for by Lawof Seller or any of its Affiliates, policy other than the Assumed Liabilities or as otherwise expressly assumed hereunder (all duties, responsibilities, obligations and contract to pay) that are attributable to liabilities of Seller or any of its Affiliates, other than the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectivelyAssumed Liabilities or other obligations expressly assumed hereunder, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO FundingExcluded Liabilities”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.

Assumption of Liabilities. As of the Effective Timeadditional consideration hereunder, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective TimeClosing Date Buyer shall assume and discharge the Assumed Liabilities. Except as provided in the preceding sentence, and notwithstanding anything else to the extent 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 Liabilities relate solely a breach, default or penalty, whether or not such Contract is being assigned to SEARHC’s use and assumed by Buyer pursuant to this Agreement; (iv) the existence of which would conflict with or ownership constitute a breach of any representation, warranty or agreement of Seller contained herein; (v) relating to or in any way arising out of the Assumed Contracts 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 Real Property Leases 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 after business of Seller, prior to the Effective Time; Closing Date; and (bxii) All Liabilities of Seller arising under or pursuant to this Agreement; and provided further, that Buyer shall have the right not to assume any Licenses from and after the Effective Time, Contract if any party to the extent such Liabilities relate solely to SEARHC’s use Contract is in breach thereof or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City default thereunder as of the Effective Time for Closing Date or there has occurred any accrued unused paid event which with the passage of time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms or after giving of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programsnotice, or otherwiseboth, whether provided for would become such a breach or default. Buyer shall not assume or be bound by Lawany Liabilities of Seller, policy and contract except as expressly assumed by it pursuant to pay) that are attributable to the Transferred Employeesthis Agreement. Nothing contained in this Section 2.5 shall relieve or release Seller from any obligations under covenants, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date warranties or agreements contained in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offthis Agreement.

Assumption of Liabilities. As Subject to the terms and conditions of this Agreement, at the Effective TimeClosing, SEARHC Buyer shall assume and agree to payperform, dischargepay or discharge the liabilities and obligations of the Seller and the Company related to the Business set forth on Schedule 1.5 including all liabilities associated with the Contracts and all accounts payable set forth on the Adjusted Closing Date Balance Sheet (as defined below) (the "Assumed Liabilities"). Except as set forth in this Section 1.5, Buyer shall not assume 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 perform according obligations relating to their termsthe Business, other than the Assumed Liabilities, that arose or relate to events occurring prior to the Closing, including (i) all claims relating to products sold or distributed 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 (Protection of Employment) Regulations 1981, as amended. Other than the Assumed Liabilities, the following 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 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 City (collectively, business not purchased by the “Assumed Liabilities”): (a) All Liabilities arising under 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 Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation asset of the Business after the Effective Time; (b) not transferred under this Agreement. All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use amounts payable or ownership of the Acquired Assets and operation receivable in respect of the Business which are of a periodical nature including rents, rates, insurance premiums, petrol, gas, water, electricity and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) telephone charges, royalties and Section 1.4(f) other outgoings or receipts relating to the contrary, Liabilities of Business shall (unless otherwise expressly agreed) be apportioned between the City Seller and the Buyer as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO Closing on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract day to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offday basis.

Assumption of Liabilities. As of the Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts and On the Real Property Leases from terms set forth herein, on and after the Effective TimeClosing Date, to the extent such Liabilities relate solely to SEARHC’s use or ownership of Buyer shall assume, perform and pay the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time;Liabilities. (b) All 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, whether presently in existence or arising under hereafter (the “Retained Liabilities”) and Buyer does not assume and shall in no event be liable for any Licenses from and after the Effective Timesuch Retained Liabilities, including, but not limited to: (i) all liabilities to the extent such Liabilities relate solely arising out of or relating to SEARHC’s use the operation or ownership 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 Acquired Assets 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 operation commitments relating to current or former employees of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leaveSeller 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 leavepay, holidaysand (b) any liabilities under any employment, attendance at continuing medical education programsconsulting or non-competition agreement, change of control agreement, indemnity agreement, any retention or performance-based bonus or other compensation agreement, and any similar agreements, whether written or oral, and any 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 otherwisefollowing, whether provided consummation of the transactions contemplated by the Documents executed or delivered pursuant to this Agreement; (iv) all debt of Seller or its Affiliates for by Lawborrowed money; (v) all liabilities to any broker, policy and contract to pay) that are attributable finder or agent or similar intermediary for any broker’s fee, finders fee or similar fee or commission relating to the Transferred Employeestransactions contemplated by this Agreement for which the Seller or its Affiliates is responsible pursuant to Section 3.22; (vi) all liabilities of Seller and its Affiliates with respect to any Environmental Law or environmental conditions, subject events, or circumstances, including with respect to a maximum any release of 80 hours for each such Transferred Employee (collectively, Hazardous Substances after the “Accrued PTO”) Closing Date to the extent said liabilities arise from or in connection with conditions, events or circumstances occurring on or before the City deposits Closing Date, including without limitation the amount payable migration of Hazardous Substances which were released on or prior to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to payDate; (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (iivii) any other employee liabilities of the City Seller or current or former Affiliates thereof, including without limitation Exeter Hong Kong Ltd., if any, other than the Hospital for any form of accrued unused paid time offAssumed Liabilities.

Assumption of Liabilities. As of the Effective TimeClosing Date, SEARHC Buyer shall assume and agree undertake to pay, discharge, discharge and perform according to their terms, the following all obligations and Liabilities of each Seller under the City Licenses owned by such Seller and included in the Purchased Assets and the Assumed Contracts to which such Seller is a party insofar as they relate to the time on or after the Closing Date or arise out of events occurring on or after the Closing Date (collectively, the “"Assumed Liabilities”): "). Buyer shall not assume any other Liability of any 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, (ai) All any Liabilities arising under any Contract not included in the Assumed Contracts and the Real Property Leases from and after the Effective TimeContracts, to the extent such (ii) any Liabilities relate solely to SEARHC’s use or ownership of under the Assumed Contracts and Licenses relating to the Real Property Leases period prior to the Closing Date, (iii) any Action relating to the Stations and operation the Purchased Assets prior to the Closing, (iv) any Liabilities of each Seller arising under capitalized leases, financing arrangements or indebtedness, (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 Business after the Effective Time; (b) All Liabilities arising under any Licenses from transactions contemplated by this Agreement or otherwise due and after the Effective Time, payable prior to the extent such Liabilities relate solely Closing, (vii) any Liability under or with respect to SEARHC’s use any Governmental Order to be discharged prior to the Closing, (viii) any Tax Liability of a Seller or ownership (ix) any Liability relating to or arising out of any of the Acquired Excluded Assets (the Liabilities listed in Clauses (i) through (ix) above and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leaveLiability that is not an Assumed Liability, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”"Excluded Liabilities"); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.

Assumption of Liabilities. As of At the Effective TimeClosing, SEARHC the Company shall assign to the Purchaser, and the Purchaser shall assume and agree to pay, perform and discharge, from and perform according to their termsafter the Closing, only the following Liabilities of the City Company (collectivelyall such Liabilities, the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts Any account payable (other than in respect of amounts owed to ▇▇▇▇▇▇ & ▇▇▇▇▇▇, legal counsel to the Company, and amounts owed to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, patent counsel to the Real Property Leases from and Company, in connection with the transactions contemplated hereby (the “Excluded Payables”)) either (i) reflected on the Interim Balance Sheet or (ii) incurred after the Effective Timedate of the Interim Balance Sheet in the ordinary course of business that, in the case of either of clause (i) or clause (ii), remains unpaid at and is not delinquent immediately prior to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective TimeClosing; (b) All Liabilities Any Liability arising under any Licenses from and after the Effective Timeoccurrence of the Closing under the Assigned Contracts (other than any Liability under the Assigned Contracts arising out of or relating to a breach or violation of, or non-compliance with, any of the covenants, obligations, representations, warranties or other provisions of any such Assigned Contract that relates to periods prior to the occurrence of the Closing or to the extent that such Liabilities relate solely to SEARHC’s use Liability would constitute a breach or ownership violation of, or non-compliance with, any covenant, obligations, representation, warranty or other provision of the Acquired Assets and operation of the Business and SEARHC’s use of such Licensesthis Agreement or any Ancillary Agreement); and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) Any Liability arising after the occurrence of the Closing under the Assigned Governmental Authorizations (other than any Liability under the Assigned Governmental Authorizations arising out of or relating to a breach or violation of, or non-compliance with, any of the Company’s obligations under any such Assigned Governmental Authorization that relates to periods prior to the contrary, Liabilities occurrence of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, Closing or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for that such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy would constitute a breach or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”)violation of, or (ii) non-compliance with, any covenant, obligation, representation, warranty or other employee provision of the City this Agreement or the Hospital for any form of accrued unused paid time offAncillary Agreement).

Assumption of Liabilities. As (a) At the Closing, the Buyer shall execute and deliver an Instrument of Assumption of Liabilities (the Effective Time"Assumption Agreement") substantially in the form attached hereto as Exhibit B, SEARHC pursuant to which it shall assume and agree to payfully assume, perform, pay and discharge: (i) all those liabilities, claims and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”):obligations set forth on Schedule 1.3 (a) All Liabilities attached hereto, with respect to the Assets that are outstanding on or arising under any Assumed Contracts and the Real Property Leases from and after the Effective Timedate hereof (the obligations set forth in this sub-section 1.3(a)(i) are collectively, the "Assumed Current Liabilities"); (ii) those liabilities, claims, or obligations outstanding on or arising after the date hereof under the Contract Rights, including, without limitation, the License Agreements; and (iii) those liabilities, claims or obligations outstanding on or arising after the date hereof from any agreement, contract, commitment or other contract documents which the Buyer has requested be transferred to it pursuant to Section 1.1 (a) but which has not been so transferred due to the extent such Liabilities relate solely to SEARHC’s use or ownership failure of the Seller to obtain the consent or approval required for such transfer, provided that the Buyer has received substantially the same economic benefit of such contract as if such consent or approval had been obtained and (iv) any liabilities, claims, or obligations resulting from or arising out of any matters set forth on any Schedule hereto or disclosed in any other writing to, and accepted by, the Buyer (the obligations set forth in (i), (ii), (iii) and (iv) are, collectively, the "Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time;Liabilities"). (b) All Liabilities Except as otherwise provided herein or on any Schedule hereto, the Buyer shall not assume any of the liabilities of the Selling Parties and shall purchase the Assets free and clear of all liens, mortgages, security interests, encumbrances and claims. Without limiting the foregoing, the Buyer shall not at the Closing assume or agree to perform, pay or discharge, any obligations, liabilities and commitments, fixed or contingent, of the Selling Parties other than the Assumed Liabilities, including but not limited to: (i) severance, termination or other payments or benefits (including but not limited to post-retirement benefits) including but not limited to those owing under the Seller's severance policy or any employment agreement to any employees (union or non-union), sales agents or independent contractors employed by the Seller prior to the Closing (collectively, "Seller's Employees"), liabilities arising under any Licenses from federal, state, local or foreign "plant closing law", liabilities accruing under the Seller's employee benefit plans, vacation pay plans or programs, retirement plans, and liabilities for any Employee Plan (as defined in Section 2.17) except those liabilities to Seller's Employees who become employees of the Buyer after the Effective TimeClosing relating solely to and arising solely out of their term of employment with the Buyer; (ii) worker's compensation claims arising from events prior to the Closing; (iii) stock option or other stock-based awards made to Seller's Employees; (iv) liabilities for any federal, state, local or foreign income taxes (including interest, penalties and additions to such taxes) or any deferred income taxes of the Selling Parties; (v) liabilities for any payroll taxes (including interest, penalties and additions to such taxes), except those liabilities to Seller's Employees who become employees of the Buyer after the Closing relating solely to and arising solely out of their term of employment with the Buyer; (vi) liabilities incurred for violations of occupational safety, wage, health, welfare, employee benefit or environmental laws or regulations prior to the date hereof; (vii) except as otherwise agreed to between the parties, liabilities to the extent such Liabilities relate related solely to SEARHC’s use the Excluded Assets; (viii) except as provided in Section 11 hereof, any tax (including but not limited to any federal, state, local or ownership foreign income, franchise, single business, value added, excise, customs, intangible, sales, transfer, recording, documentary or other tax) imposed upon, or incurred by, the Selling Parties, if any, in connection with or related to this Agreement or the transactions contemplated hereby (including interest, penalties and additions to such taxes); (ix) liabilities for any commercial rent taxes to the extent accrued but not paid prior to the date hereof; (x) other than the Assumed Liabilities, any liabilities of the Acquired Assets and operation Seller to third parties arising out of the Business and SEARHC’s use failure of the Seller to obtain any necessary consents to the assignment to the Buyer of contracts or leases to which the Seller is a party (including damages asserted by third parties for breach of such Licensescontracts or leases due to the failure to obtain such consents); (xi) liabilities, contingent or otherwise, which are not disclosed on Schedule 1.3(a); (xii) liabilities for borrowed money or liabilities, contingent or otherwise, to creditors of the Selling Parties, other than the Assumed Liabilities; (xiii) liabilities of the Seller for any state franchise taxes or annual license or other fees relating to qualification as a foreign corporation or authorization to do business in such states (including interest, penalties and additions to such taxes and fees); and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (iixiv) any other employee liabilities of any kind or nature whether now in existence or arising hereafter not expressly assumed by the City or the Hospital for any form of accrued unused paid time offBuyer under Section 1.3(a) hereof.

Assumption of Liabilities. As of the Effective TimeIntellijet hereby assumes, SEARHC shall assume and agree agrees to pay, dischargeobserve and perform all of the duties, obligations, terms, provisions and covenants of, all of Company's burdens, debts, obligations and liabilities of every nature and kind, whether liquidated or contingent, choate or inchoate, known or u▇▇▇▇▇▇, including but not limited to Company's accounts payable, vendor claims, notes payable, obligations under any contracts, agreement, instruments, licenses and leases, accrued salaries and benefits, taxes of any kind or nature, filings made with any regulatory agencies, fines and penalties, accrued expenses, employment matters and benefits, employment contracts, debt, subordinated debt, claims made by any past or current holders of the Company's securities, warranties and other customer claims, actions and proceedings, pending or threatened, and perform according liabilities, obligations or claims, whether or not presently asserted, arising out of, relating to their termsor connection with the Company's Assets or any business heretofore conducted by the Company or any of its affiliates and subsidiaries at any time prior to the closing of that certain Securities Purchase Agreement ("Purchase Agreement") between Jordan and Keating Reverse Merger Fund, L▇▇ ("▇▇M Fund") dated January 11, 2005 ("Closing") (the following Liabilities of the City (collectively, the “"Assumed Liabilities”): (a) All "). The Assumed Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Timeshall include, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay but not be limited to: (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as all of the Effective TimeCompany's liabilities and obligations under any license agreements including all obligations for the payment of past, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), current or future royalties payable thereunder; (ii) any other employee claims by past or present stockholders, debt holders, warrant holders, or option holders of the City Company on account of actions or events occurring prior to the Hospital for Closing, including the Distribution, (iii) each of the liabilities set forth on the Schedule attached hereto, each of which shall be paid in full at or prior to Closing, and (iv) any form and all obligations of accrued unused paid time offthe Company with respect to the 2004 stock option plan of the Company, the registration statement filed with the SEC with respect thereto, and any and all shares issued under such plan or registration statement ("Option Plan").

Assumption of Liabilities. As of On the Effective Timeterms and subject to the conditions set forth in this Agreement, SEARHC at the Closing, Buyer shall assume and agree to pay, discharge, and perform according to their terms, only the following Liabilities liabilities of Seller described in Schedule 1.2 hereto (the City (collectively, the “"Assumed Liabilities”): (a) All Liabilities "). Buyer shall not assume 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 Assumed Contracts other basis. Seller will indemnify and the Real Property Leases hold Buyer harmless from and after the Effective Timeagainst 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 the extent such Liabilities relate solely to SEARHC’s use or ownership arising out of the Assumed Contracts and the Real Property Leases and operation any liabilities or obligations of the Business after the Effective Time; (b) All Liabilities arising under Seller or any Licenses from and after the Effective Timeof Seller's stockholders, to the extent such Liabilities relate solely to SEARHC’s use affiliates or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) successors, except for those obligations expressly assumed by Buyer in this Section 1.2. Notwithstanding Section 1.4(e) and Section 1.4(f) anything contained in this Agreement to the contrary, Liabilities it is expressly agreed that Buyer shall not assume or have any responsibility with respect to any of the City as of following liabilities or obligations and the Effective Time 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 unused paid time off as provided by Seller for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms period or any liability for Taxes of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, any person or otherwise, whether provided for by Law, policy and contract to pay) that are entity attributable to the Transferred Employees, subject to a maximum Assets for any period or portion of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) any period ending on or prior to the extent Closing; (2) any liability or obligation of Seller as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done, suffered to be done, or omitted to be done by 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 City deposits the amount payable return of Seller's products from customers or any other person or entity for any period or portion of any period ending on or prior to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC Closing; or (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i4) any Transferred Employee liability or obligation resulting from the value liquidation or dissolution of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective TimeSeller, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital except for any form of accrued unused paid time offAssumed Liabilities and express obligations to Seller hereunder.

Assumption of Liabilities. As of the Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts The Buyer shall acquire the Assets free and clear of all liens (with the exception of UCC liens relating to the Company's Factoring Agreement (the "Finova Agreement") with Finova Capital Corporation ("Finova") and the Real Property Leases from Company's lease agreement with IBM Credit Corporation listed on Schedule 2.16 hereto), claims, charges, encumbrances, liabilities, obligations and after the Effective Timedebts, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts known and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Timeunknown, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrarywhether absolute, Liabilities of the City as of the Effective Time for any contingent, accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Lawincluding, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to paybut not limited to: (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as and all obligations, commitments or liabilities of the Effective Time, Company or the Shareholder under the promissory note attached as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or Exhibit A hereto; (ii) any and all obligations, commitments or liabilities of the Company or the Shareholder pursuant to that certain Purchase and Sale Agreement (the "Stock Purchase Agreement") entered into as of July 1, 1995 by and among Jack ▇▇▇▇▇▇▇▇ ▇▇▇ Beat▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ trustees of the Duch▇▇▇▇ ▇▇▇ily Trust of 1982 (the "Duchownys"), the Company and the Shareholder, including, but not limited to, the promise of the Shareholder thereunder to pay to the Duchownys the sum of $200,000 plus interest; (iii) any and all obligations, commitments or liabilities of or claims against the Company or the Shareholder to or for any claims made by Pretty, Schr▇▇▇▇▇ & ▇opl▇▇▇▇▇, ▇▇r non-payment of professional fees or for costs and expenses, including attorneys fees, of defending any litigation brought for such non-payment of legal fees; (iv) any and all obligations, commitments or liabilities of or claims against the Company or the Shareholder to or for any claims made by Grobstein & Company or their successors in interest for non-payment of professional fees or for costs and expenses, including attorneys fees, of defending any litigation brought for such non-payment of legal fees; (v) any and all obligations, commitments or liabilities of or claims against the Company or the Shareholder arising out of or in connection with, the transfer and sale of the Assets hereunder, including, but not limited to, the payment of any and all broker's fees; (vi) any and all liabilities for employment, transfer, sales or federal, state or local income taxes arising from the business or operations of the Company prior to the Closing Date or resulting from the sale and transfer of the Assets hereunder; (vii) any and all liabilities for any default in the performance of or breach of any contract, agreement, lease, commitment or obligation by the Company or the Shareholder prior to the Closing Date; (viii) any liability or obligation (whether absolute, contingent or otherwise) of the Company or the Shareholder arising out of any litigation that is pending or threatened as of the Closing Date, whether or not listed on Schedule 2.8; (ix) any liability or obligation arising out of defects in, or damages to persons or property arising out of defects in, products manufactured or sold by the Company on or prior to the Closing Date to the extent such liabilities or obligations exceed any reserves set forth on the books and records of the Company as of the Closing Date; (x) any other liabilities or obligations of the Company existing on the Closing Date which should have been accrued on the books and records of the Company in accordance with the accounting principles utilized in preparing such books and records but which were not so accrued; (xi) any liabilities or obligations (whether absolute, contingent or otherwise) relating to workers' compensation or severance claims made by any employee or former employee of the City Company (whether filed or presented before or after the Closing Date) in connection with claims arising on or before the Closing Date to the extent such liabilities or obligations exceed the reserve for workers' compensation set forth on the books and records of the Company as of the Closing Date; (xii) any liabilities or obligations (whether absolute, contingent or otherwise) arising out of any violation of any Environmental Law (as hereinafter defined) by the Company (including fees and penalties for continuing violations) or arising out of the presence of Hazardous Materials (as hereinafter defined) at any of the Company's properties or facilities to the extent existing on or prior to the Closing Date, whether or not listed on any schedules hereto; and (xiii) any other liability or obligation of the Company or the Hospital Shareholder whatsoever not expressly assumed by the Buyer pursuant to Section 1.3(b) below. (b) Notwithstanding anything to the contrary contained herein, the Buyer shall assume the Company's and the Shareholder's obligations: (i) under the promissory notes attached as Exhibits B and C hereto; (ii) for the accounts payable of the Company existing on the Closing Date and which are listed on Schedule 1.2(b) hereto, which Schedule 1.2(b) shall be provided by the Company to the Buyer at the close of business on the business day immediately preceding the Closing Date; and (iii) arising after the Closing Date under the contracts and agreements listed on Schedule 2.16 hereto. The Buyer agrees that, upon its assumption of the Company's obligations under the promissory notes attached as Exhibits B and C hereto, Buyer shall make monthly interest payments on such notes at the rate of interest stated therein, including any form accrued and unpaid interest thereon. The obligations of accrued unused paid time offthe Company and the Shareholder which are being assumed by the Buyer pursuant to this Section 1.2(b) shall be referred to herein as the "Assumed Liabilities" or as an "Assumed Liability," as the context may require.

Assumption of Liabilities. As of the Effective Time, SEARHC shall assume Buyer hereby assumes and agree agrees to pay, dischargeperform and discharge when due all obligations, debts and perform according liabilities (other than liabilities for which RETEC and Seller are obligated to their terms, the following Liabilities indemnify Buyer and TETRA) of the City LLC or its successors (collectivelythe "LLC Liabilities"), or upon demand of Seller or RETEC cause the “Assumed Liabilities”): (a) All Liabilities LLC or its successors to do so, whether PAGE arising under any Assumed Contracts and the Real Property Leases from and or incurred before or after the Effective Timedate hereof, including but not limited to the extent such Liabilities relate solely to SEARHC’s use or ownership following: (i) liabilities arising out of the Assumed Contracts and release of any materials of environmental concern resulting from or relating to the Real Property Leases and operation of the Business after business of the Effective Time; LLC or any predecessor business or company of the LLC (bincluding without limitation the transportation of materials of environmental concern or the storage, treatment, reclamation, recycling or disposal thereof); (ii) All Liabilities any violation of any environmental law or regulation by the LLC or any predecessor business or company of the LLC; (iii) any liability for taxes relating to operations of the LLC; (iv) all contracts and commitments for the sale, lease or servicing of products or services of the LLC and for the purchase or lease of materials, equipment, supplies, or services; (v) all payables for materials, equipment or services owed by the LLC; (vi) all warranty and indemnity obligations in respect of the operations, products, services and business of the LLC; (vii) the defense of all litigation and claims made arising under out of the operation, services, products and business of the LLC, including all claims that the products or services of the LLC infringe the patent, copyright, trade secret, trademark, tradename or other intellectual property rights of third parties, and the payment of any Licenses judgments resulting from such claims, or settlement of such claims; (viii) all bank and after the Effective Time, other loans made to the extent such Liabilities relate solely LLC, whether or not guaranteed to SEARHC’s use any party hereto. Buyer further agrees to defend RETEC and Seller, or ownership upon demand of RETEC or Seller cause the Acquired Assets LLC to defend RETEC and operation Seller, against any claim, demand or cause of the Business and SEARHC’s use of such Licenses; and (c) action made by a third party demanding that RETEC or Seller pay or is obligated to pay an LLC Liability. Notwithstanding Section 1.4(e) and Section 1.4(f) anything contained in this Agreement to the contrary, Liabilities Buyer does not indemnify or assume any liability of Seller for taxes imposed on the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable Seller related to the Transferred EmployeesLLC's assets, subject to a maximum of 80 hours business or operation for each such Transferred Employee (collectively, taxable periods or portions thereof ending on or before the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offdate hereof.

Assumption of Liabilities. As of the Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”): (a) All Liabilities Buyer expressly is not assuming any obligations or liabilities, whether accrued, absolute, contingent, matured, unmatured or other, of Seller, the Shareholders or their respective affiliates. To the extent that Buyer assumes any agreement required to be set forth in Section 2.7 of the Seller Schedule ("Assignable Contracts"), which assumption shall be at Buyer's sole option exercisable within 90 days of the Closing Date (subject 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 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 Assumed Contracts Losses (as defined in Section 6.2(a)) resulting from such performance. Subject to Article VI, Seller and the Real Property Leases Shareholders will severally indemnify and hold Buyer harmless from and after against any and all losses, costs, expenses, claims, liabilities, deficiencies, judgments and damages (including reasonable attorneys' fees) incurred or suffered by Buyer related to or arising out of any liabilities or obligations to third parties of Seller or any of Seller's stockholders, affiliates or successors, including without limitation the Effective Time, 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 extent such Liabilities relate solely Assets for any period or portion of any period ending on or prior to SEARHC’s use the Closing Date; (2) any liability or ownership obligation of Seller 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 the Assumed Contracts and 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 Real Property Leases and operation return of the Business after the Effective Time;Seller's products from customers or any other person or entity. (b) All Liabilities arising under any Licenses Subject to Article VI, Buyer will indemnify and hold Seller and Shareholders harmless from and after the Effective Timeagainst 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 the extent such Liabilities relate solely or arising out of any liabilities or obligations to SEARHC’s use or ownership third parties of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leaveBuyer, including without limitation the following liabilities or obligations: (1) any liability or obligation for sick leave, holidays, attendance at continuing medical education programs, any Taxes accrued by Buyer for any period or otherwise, whether provided any liability for by Law, policy and contract to pay) that are Taxes of any person or entity attributable to the Transferred Employees, subject to a maximum Assets for any period or portion of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on any period commencing after the Closing Date in an account of SEARHC Date; (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i2) any Transferred Employee the value liability or obligation of Buyer as a result of any such accrued unused paid legal or equitable action or judicial or administrative proceeding initiated at any time off such employee may have in excess respect of 80 hours as anything done or suffered to be done by Buyer or any of its directors, officers, shareholders, employees or agents after the Effective TimeClosing Date; or (3) 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., as well as motor vehicles), inventory provided by Seller under the Inventory Agreement or the return of any product from customers or any other forms of paid leave as discussed above (the “Excess PTO Liability”), person or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time offentity.

Assumption of Liabilities. As Subject to the terms and conditions of this Agreement, on the Closing Date, Buyer shall assume as of the Effective Time, SEARHC shall assume and agree to pay, discharge, and perform according to their termsClosing, the following Liabilities liabilities and obligations of the City Seller and of Banshee (collectively, the “"Assumed Liabilities”"): (a) All Liabilities arising under any Assumed Contracts and trade payable reflected on the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time;Closing Balance Sheet; and (b) All Liabilities arising 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 Buyer assume or otherwise be bound by or responsible for (x) any liability, duty or obligation of Seller or of Banshee under any Licenses from Indebtedness Contract or of any Seller Contract which is in excess or more burdensome than disclosed in writing to Buyer prior to the execution hereof (which disclosure may be made by delivery to Buyer of true and complete copies of the Seller Contracts and all amendments thereto), or which is incurred by Seller or Banshee after the Effective Timedate hereof in violation of this Agreement; (y) any amount payable (including fines, penalties, premiums and interest) to any Person under any of the Seller Contracts relating solely to periods on or prior to the Closing Date or to goods delivered or services rendered or performed prior to the Closing Date, unless reflected as a current liability on the Closing Balance Sheet and then only to the extent such Liabilities relate solely to SEARHC’s use reflected on the Closing Balance Sheet, or ownership (z) any liability, duty or obligation arising out of the Acquired Assets and operation a breach, violation or default by Seller or Banshee of or under, or any failure of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) or the Assets to be in compliance with the requirements of, any Seller Contract, prior to the contraryClosing Date (including any event, Liabilities fact or circumstance existing or occurring as of or prior to the City 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 Effective Time for any accrued unused paid time off Closing, provided Buyer gives Seller written notice as provided for below and described 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 the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding writing. Any election of Buyer not to assume any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract Seller Contract pursuant to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or clause (ii) any other employee of this Section 2.3 shall be made by written notice to Seller at least 2 days prior to the City or the Hospital for any form of accrued unused paid time offClosing.

Assumption of Liabilities. As (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall irrevocably assume, effective as of the Effective TimeClosing, SEARHC and from and after the Closing, Purchaser shall assume and agree to pay, discharge, perform and perform according to their terms, discharge when due the following Liabilities obligations, liabilities and commitments of the City 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 become due: (ai) All Liabilities all obligations, liabilities and commitments arising out of, relating to or otherwise in any way in respect of any of the Transferred Assets, 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 Claims relating to such products, and (B) all service obligations and warranty obligations of Seller or any Seller Subsidiary to repair or replace defective goods or services sold by the Business under the terms of any Assumed Contracts written contract, commitment or sale transaction entered into in the 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 Leases from and on or after the Effective TimeClosing 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 the extent such Liabilities relate solely to SEARHC’s use or ownership 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 Contracts Tax Liabilities”); (vii) all obligations, liabilities and commitments under Environmental Laws and Environmental Permits arising out of the Real Property Leases and operation conduct of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and Closing Date or conditions related to the Transferred Assets where such conditions first come into existence after the Effective Time, Closing or to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licensesany pre-Closing conditions are exacerbated after Closing; and (cviii) Notwithstanding Section 1.4(e) all obligations, liabilities and Section 1.4(f) commitments with respect to the contrary, Liabilities of the City Business Employees (as of the Effective Time for any accrued unused paid time off as provided for and described defined in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to paySection 3.12(a)) that are attributable (A) Purchaser has specifically agreed to the Transferred Employees, subject assume pursuant to a maximum of 80 hours for each such Transferred Employee Article VI or (B) that transfer automatically to Purchaser or its affiliates under Applicable Law (collectively, the “Accrued PTOCovered Employee Liabilities”). (b) Notwithstanding any other provision of this Agreement to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account contrary, Purchaser shall not assume any Retained Liabilities, each of SEARHC (the “PTO Funding”); providedwhich shall be retained and shall be paid, that the City shall remain responsible for any Liability arising under Law, policy performed and discharged when due by Seller or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Timea Seller Subsidiary, as well as any other forms of paid leave as discussed above (the applicable. The term “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.Retained Liabilities” means:

Assumption of Liabilities. As 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 Effective TimeSellers unless specifically referenced as an assumed liability by the express terms of this Agreement, SEARHC shall assume and agree to payincluding, discharge, and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay but not limited to: (i) any Transferred Employee the value liability which may be incurred by reason of any breach of or default under such accrued unused paid time off such employee may have in excess contracts, leases, commitments or obligations which occurred prior to the close of 80 hours as of business on the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or Closing Date; (ii) any other employee liability of the City 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, 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 the close of business on the Closing 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 close of business on the Closing Date; (vii) 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 close of business on the Closing Date; (viii) any liability or obligation of any Business with respect to any taxes, 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 or default of any obligation under any Employee Benefit Plan of any Seller; (x) any liability with respect to the accounts receivable of any Seller including, 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 Hospital Sellers 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 form liability which does not relate in any way to the ownership, management, or operation of accrued unused paid time off.the Businesses. Except as limited by the

Assumption of Liabilities. As Buyer shall assume, agree to perform, and discharge when due those obligations of Seller with respect to the period from and after the Closing Date (i) 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"); provided, however, the provision of such warranty services and materials under each contract identified in Schedule 3(i) shall not begin 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, other than the Assumed Liabilities, Buyer does not agree to assume 2 -161- and shall have no responsibility for any of the Effective Timedebts, SEARHC obligations or liabilities of Seller (the "Excluded Liabilities"), all of which shall assume remain the sole responsibility of and agree to pay, discharge, shall be paid and perform according to their terms, the following discharged by Seller as they become due. The Excluded Liabilities include without limitation all of the City (collectively, the “Assumed Liabilities”):following: (a) All Liabilities 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 under 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 Contracts and the Real Property Leases from and after the Effective TimeLiabilities) whether incurred prior to, at or subsequent to the extent such Liabilities relate solely to SEARHC’s use or ownership Closing Date, arising out of Seller's operation of the Assumed Contracts and the Real Property Leases and 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 after prior to the Effective Time;Closing Date. (bd) All Liabilities arising under any Licenses from and after the Effective TimeAny claim, to the extent such Liabilities relate solely to SEARHC’s use liability or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contraryobligation, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leaveknown or unknown, including without limitation for sick leave, holidays, attendance at continuing medical education programs, contingent or otherwise, whether provided for by Lawthe existence of which is a breach of, policy and contract to pay) that are attributable to the Transferred Employeesor inconsistent with, subject to a maximum any representation, warranty or covenant of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date Seller set forth in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to paythis Agreement. (ie) any Transferred Employee the value of any such accrued unused paid time off such employee may have Any liability or obligation specifically stated in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City this Agreement or the Hospital for any form of accrued unused paid time offSchedules hereto as not to be assumed by Buyer.

Assumption of Liabilities. 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 Effective TimeTransaction Documents, SEARHC shall assume 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 not assume, agree to pay, dischargeperform or discharge or in any way be responsible for any Liabilities (the “Excluded Liabilities”), and perform according to their termsexcept that Buyer will assume following the Closing the obligations arising under the Assumed Contracts, including any royalties that are due there under after the following Liabilities of the City Closing (collectively, the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Assumed Contracts and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities arising under any Licenses from and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, however, that the City shall remain responsible for any Liability relating to or arising under Lawfrom any breach, policy or contract 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 for any Transferred Employee period (or portion thereof) ending on or before the value Closing Date, (v) all Liabilities relating to or arising out of any such accrued unused paid time off such employee may have in excess of 80 hours as of transaction contemplated by this Agreement or the Effective TimeTransaction Documents, as well as (vi) any other forms of paid leave as discussed above (the “Excess PTO Liability”)Liabilities with respect to any Products, or (iivii) any other employee liabilities or obligations associated with the ownership of the City Assets on or prior to Closing or the Hospital for stockholders of the Company at any form of accrued unused paid time offtime.

Assumption of Liabilities. As (a) Upon the terms and subject to the conditions of this Agreement, Purchaser shall assume, effective as of the Effective TimeClosing, SEARHC and shall assume and agree to pay, discharge, perform and perform according to their termsdischarge when due, the following Liabilities of the City Company (collectivelyexcluding any Retained Liabilities, the “Assumed Liabilities”):), in each case, without further recourse to the Company: (ai) All all Liabilities under or otherwise arising under any Assumed Contracts and out of or relating to the Real Property Leases from and Transferred Contracts, whether arising prior to, on or after the Effective TimeClosing 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 Transferred Permits, whether arising prior to, on or after the Closing Date; (iv) all Liabilities in respect of any Proceedings to which the Company is a party, whether arising prior to, on or after the Closing Date (including any Liabilities relating to any product liability, consumer protection, consumer fraud, breach of warranty or similar claim for injury to person or property); (v) all Liabilities to the extent such 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 the Company, whether arising prior to, on or after the Closing Date; (vi) one-half of all Transfer Taxes; (vii) all Liabilities relate solely with respect to SEARHC’s use the Transferred Employees (or ownership 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 Assumed Contracts date hereof described in Exhibits C or D of the Company Disclosure Schedule; (viii) all Liabilities related to the Transferred Benefit Plans and the Real Property Leases and operation Rejected Offer Liabilities; (ix) all Change in Control Payments; and (x) all other Liabilities of the Business Company, or otherwise arising out of or relating to the Transferred Assets or the ownership or operation thereof, whether arising prior to, on or after the Effective Time;Closing Date, including, for the avoidance of doubt, all Liabilities included in the calculation of Current Liabilities, subject to adjustment as provided in Section 2.02. (b) All Liabilities arising under Notwithstanding any Licenses from and after other provision of this Agreement, Purchaser shall not assume any Retained Liability. The term “Retained Liabilities” means the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, following Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”); provided, that the City shall remain responsible for any Liability arising under Law, policy or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as of the Effective Time, as well as any other forms of paid leave as discussed above (the “Excess PTO Liability”), or (ii) any other employee of the City or the Hospital for any form of accrued unused paid time off.Company:

Assumption of Liabilities. As of the Effective TimeCutoff Date, SEARHC Drive shall assume the Assumed Liabilities, as set out in Schedule 1.1(b) hereto, and the Parties hereby confirm and agree to pay, discharge, and perform according to their terms, the following Liabilities of the City (collectively, the “Assumed Liabilities”): (a) All Liabilities arising under any Assumed Contracts and the Real Property Leases from that on and after the Effective TimeCutoff Date, Drive shall assume all duties, obligations, and liabilities or claims against Auto related to the extent such Liabilities relate solely to SEARHC’s use securitization transactions or ownership the FCAR - Bank of the Assumed Contracts America warehouse facility (excluding those duties, obligations and the Real Property Leases and operation of the Business after the Effective Time; (b) All Liabilities liabilities or claims arising under any Licenses from the Master Purchase Agreement dated March 30, 1999, as amended, among Auto, FirstCity Consumer Finance Corporation, and after the Effective Time, to the extent such Liabilities relate solely to SEARHC’s use or ownership of the Acquired Assets and operation of the Business and SEARHC’s use of such Licenses; and (c) Notwithstanding Section 1.4(e) and Section 1.4(f) to the contrary, Liabilities of the City as of the Effective Time for any accrued unused paid time off as provided for and described in the Hospital’s general Paid Time Off Policy and/or individual employee agreements (thus excluding any other forms of paid leave, including without limitation for sick leave, holidays, attendance at continuing medical education programs, or otherwise, whether provided for by Law, policy and contract to pay) that are attributable to the Transferred Employees, subject to a maximum of 80 hours for each such Transferred Employee (collectively, the “Accrued PTO”) to the extent the City deposits the amount payable to the Transferred Employees for such Accrued PTO on the Closing Date in an account of SEARHC (the “PTO Funding”FCAR Receivables L.L.C.); providedprovided however, that the City Drive shall remain not assume or otherwise be responsible for any Liability arising obligations, known or unknown, contingent or direct, asserted or unasserted that arise before the Cutoff Date with respect to the securitization transactions or the FCAR - Bank of America warehouse facility, except as set forth in Schedule 1.1(b), nor any duties, obligations and liabilities of, or claims nor against, Auto or any of its Affiliates (or their respective employees, agents, officers, directors, trustees, representatives, subsidiaries, past or present shareholders, or Affiliates or any predecessor entities), including, without limitation, any obligations to cure existing defaults (known or unknown or asserted or unasserted) and any responsibility for any act, error or 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 Law, policy this Section 2.4 shall not constitute a release by Auto or contract to pay (i) any Transferred Employee the value of any such accrued unused paid time off such employee may have in excess of 80 hours as its Affiliates of the Effective Timeduties, as well as any other forms obligations, and responsibilities of paid leave as discussed above (Auto or its Affiliates under the “Excess PTO Liability”), or (ii) any other employee basic documents of the City or securitization transactions and the Hospital for any form FCAR - Bank of accrued unused paid time offAmerica warehouse facility.