Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. (a) At the Closing, Purchaser shall assume and shall become responsible for the payment, performance and satisfaction of all of the following Liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, pursuant to the Sale Order, Purchaser will assume, effective as of the Closing, and will timely perform and discharge in accordance with their respective terms, the following Liabilities (collectively, the “Assumed Liabilities”): (a) At all Liabilities of any kind or character to the extent resulting from or arising out of or in connection with Purchaser’s or its Affiliates’ use, operation, possession or ownership of or interest in the Purchased Assets and/or the Business, in each case, following the Closing, ; (b) any Assumed Cure Costs that Purchaser shall assume and shall become responsible for the payment, performance and satisfaction of is required to pay pursuant to Section 2.5; (c) all of the following Liabilities of Sellers under the SCT Sellers:Purchased Contracts that arise on or after the Closing Date; (d) all Liabilities of Sellers arising out of or relating to (i) the Transferred Permits/Licenses, including such Liabilities with respect thereunder arising out of or relating to any Purchased Asset; all Reclamation and (ii) the post-mining Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to or the Purchased Assets and Assumed Liabilities. (b) All such Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) thereunder arising with respect to accrued vacation paythe Interim Period, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee mine operation or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not safety compliance matters related to the condition of the Purchased Assets or the mining areas of the Business, but excluding any Excluded Pre-Closing Fines, (iii) the Purchased Assets’ or the Business’s compliance with Environmental Laws, and (iv) any conditions arising from a spill, emission, release or disposal into the environment of, or human exposure to, hazardous materials resulting from the operation of the Business or Purchased Assets; (e) any Transfer Taxes; (f) all Trade Payables arising after the Petition Date that remain unpaid in the Ordinary Course of Business of Sellers as of the Closing Date (the “Assumed Payables”); and (g) all Liabilities listed on Schedule 2.3(g).

Assumption of Liabilities. (a) At Upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties and agreements herein set forth, Buyer agrees, effective at the time of Closing, Purchaser shall assume to assume, timely perform and shall become responsible for the payment, performance and satisfaction of all of timely discharge only the following Liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; the Business and the Transferred Assets (iicollectively, the “Assumed Liabilities”): (a) all executory obligations of QS under, or arising after the Liabilities reflected Closing out of, the Assumed Contracts, including those necessary to enable Buyer to recognize the unearned revenue identified on the Balance SheetSheet (“Unearned Revenue”); (b) all obligations of QS with respect to product warranties and service contracts related to the Assumed Contracts (collectively, the “Assumed Warranties”); (c) all Liabilities of the Business relating to the Transferred Assets (other than Excluded Liabilities) to the extent not satisfied prior resulting from events or conditions occurring or arising on or after the Closing Date; and (d) all Liabilities of QS related to ClosingAccounts Payable, Accrued Commissions, Accrued Payroll, Employee vacation pay, and any Liabilities occurring Unearned Revenue to the extent such accruals are set forth in the ordinary course of Closing Balance Sheet. (e) Notwithstanding the Business from and after foregoing, in the date of the Balance Sheet as reflected on event that the Closing Balance Sheet (collectivelyshall reflect current assets and property, the "Assumed Liabilities"). Notwithstanding the assumption plant and equipment of less than $190,000, current liabilities of more than $262,500 or unearned revenue of less than $1,760,000, then the Assumed Liabilities shall be reduced by Purchaseran amount sufficient to ensure that the total dollar amount of Assumed Liabilities, net of the value of the Transferred Assets, shall not exceed $2,050,000 (such amount being the “Liability Adjustment”); provided that no such adjustment shall be required in the event that the amount of the Liability Adjustment so calculated shall be less than $50,000. For the avoidance of doubt, Buyer and Sellers agree that they in the event the Liability Adjustment is equal to or exceeds $50,000, one or more liabilities in the amount of Liability Adjustment and previously included as an Assumed Liability shall be retained by Sellers and shall become an Excluded Liability; provided, however, Sellers shall in no event be obligated to retain any Assumed Liability that consists solely of a performance obligation as opposed to an obligation to pay money (a “Performance Liability”). In the event the Assumed Liabilities other than Performance Liabilities are responsible insufficient to indemnify Purchaser for its Losses pursuant effect the adjustment contemplated by this Section, the Buyers shall be entitled to a set-off against the terms of Section 10 hereof for breaches of representations and warranties relating to Promissory Note in the Purchased Assets and Assumed Liabilities. (b) All Liabilities amount of the Liability Adjustment not eligible to be retained by Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) in accordance with the preceding sentence, which set off shall be referred applied to herein as "Excluded Liabilities," which shall include (i) except as otherwise payments under the Promissory Note in the manner provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date9.12. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement and the Sale Order, effective as of the Closing, the Purchaser shall assume from the Sellers (and thereafter pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall irrevocably convey, transfer and assign to Purchaser, the following Liabilities (collectively, the “Assumed Liabilities”): (a) At all Liabilities and obligations under the Closing, Purchaser shall assume and shall become responsible for the payment, performance and satisfaction of all Assigned Contracts (other than those which are not assignable under Section 365 of the following Liabilities Bankruptcy Code or as to which Consent is required to be obtained from any Person in order to permit the sale or transfer of the SCT Sellers: (iAssigned Contract) arising out of the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course conduct of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities.Date; (b) All any Liabilities arising out of the Sellers not specifically assumed conduct of the Business or the ownership of the Purchased Assets, in each case, from and after the Closing Date; (c) open purchase orders arising out of the conduct of the Business, including inventory held at NXP set forth on Schedule 1.3(c) (the “NXP Purchase Orders”); (d) all Taxes related to the operation of the Business by Purchaser pursuant attributable to Section 2.2(aperiods or portions thereof beginning on or after the Closing Date, including, without limitation, Liabilities for Taxes attributable to the ownership of the Purchased Assets from and after the Closing Date; (e) shall the obligation to credit to all Transferred Employees all vacation or other paid time off accrued or vested for each such Transferred Employee as of the Closing Date (“Assumed PTO”); (f) all Liabilities relating to amounts required to be referred to herein as "Excluded Liabilities," which shall include paid by Purchaser under this Agreement; and (g) all Liabilities and transfer charges arising from third party licenses set forth on Schedule 1.3(g) (h) all Liabilities arising from the customer prepaid wafer starts from Philips Consumer Lifestyle B.V. and ▇▇▇▇-Werke GmbH & Co KG; (i) except as otherwise provided in Section 5.13(eall Liabilities arising under the MSA; (j) cost and expenses associated with storage, transportation, and related taxes of acquired Business tangible assets held at sites other than where employees were transferred from; (k) with respect to accrued vacation paythe Liabilities listed on Schedule 1.3(k), the parties will each pay 50% of the total costs; and (l) all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Planset forth on Schedule 1.3(l); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At On the terms and subject to the conditions set forth in this Agreement and the Sale Order, effective as of the Closing, Purchaser or a Designated Purchaser shall assume from Sellers (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and Sellers shall become responsible for the paymentirrevocably convey, performance transfer and satisfaction of all of assign to Purchaser or a Designated Purchaser, the following Liabilities of (and only the SCT Sellers: (ifollowing Liabilities) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "“Assumed Liabilities"). Notwithstanding ”): (a) all Liabilities of Sellers arising from the assumption ownership and operation of the Assumed Purchased Assets, arising after the Closing Date; (b) all Liabilities by Purchaser, the and obligations of Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to under the Purchased Assets and Assumed Liabilities. under the Assigned Contracts, including, without limitation, (bi) All Liabilities of the Sellers not specifically assumed by Purchaser all pre-petition cure costs required to be paid pursuant to Section 2.2(a365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts including the cost of obtaining consents in respect of the Assigned Contracts (such pre-petition cure costs are, collectively, the “Cure Costs”) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the post-Closing Date.liabilities thereunder; (c) all (i) accrued trade and non-trade payables, (ii) open purchase orders set forth on Schedule 1.3(c) and (iii) Liabilities arising under drafts or checks outstanding at Closing, in each case, to the extent (A) relating to the Business and (B) incurred in the Ordinary Course of Business; (d) the Senior DIP NM Term Loan Obligations under the Senior DIP Facility; (e) the obligations to provide benefits or payments under the Assumed Plans, including the QIP; (f) the obligations under the Key Employee Retention Plan; (g) all payroll liabilities arising in the Ordinary Course of Business and otherwise in accordance with Section 8.1 during the payroll period including the Closing Date (the “Straddle Payroll”); (h) the amount of transfer taxes required to be paid by Purchaser in consummating this Agreement, as set forth in Section 11.1(a); and (i) all Liabilities, if any, set forth on Schedule 1.3(i). The assumption by Purchaser of the Assumed Liabilities shall not assume or become liable for not, in any Liability way, enlarge the rights of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assetsthird parties relating thereto.

Assumption of Liabilities. Upon the terms and subject to the conditions hereinafter set forth, Seller agrees to assign, and Buyer agrees to assume liability on the Closing Date for: (a) At the ClosingAll deposit accounts, Purchaser shall assume of every kind and shall become responsible description, maintained at or for the payment, performance and satisfaction of all of Branch Offices as the following Liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected same shall exist on the Closing Balance Sheet (collectivelyDate, as defined in Article VI hereof, together with interest accrued thereon through the "Assumed Closing Date" ("Liabilities"). Notwithstanding Said Liabilities total approximately $99.0 million as of April 30, 2000 and are more fully identified on Exhibit B and Exhibit B-1 hereto (Seller shall within five (5) days from the date of this Agreement provide a more detailed listing of the Liabilities as of April 30, 2000, to be assumed.) Exhibit B and Exhibit B-1 shall be updated as of a date agreed upon by the parties within ten (10) business days prior to the Closing Date (the "Cut-Off Date") and which updated Exhibit B shall be delivered by Seller to Buyer on the Closing Date. Exhibit B and Exhibit ▇-▇ shall be further updated as of the Closing Date and delivered by Seller to Buyer within fifteen (15) days after the Closing Date. In connection with the assumption by Buyer of the Assumed Liabilities by PurchaserLiabilities, Seller shall transfer and deliver to Buyer as of the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to Closing Date the terms originals of Section 10 hereof for breaches of representations all records, documents and warranties information relating to the Purchased Assets and Assumed Liabilities, including such as shall be necessary to enable Buyer to comply with any applicable tax withholding requirements relating to the Liabilities. (b) All Liabilities Contractual obligations assumable by Buyer without penalty and related to the operation of the Sellers Branch Offices and any other obligations assumed by Buyer associated with the Assets, as defined below, and which are described on Exhibit C hereto. Exhibit C shall also include any other agreements not otherwise assumed affecting the occupancy of the Branch Offices or which restrict the use of the Branch Offices. Seller shall, within five business (5) days from the date of this Agreement, provide copies of the Contracts identified on Exhibit C. Exhibit C shall be further updated as of the Closing Date and delivered by Seller to Buyer at Closing. (c) Except for the liabilities specifically assumed as set forth in Section 11(a) and (b) of this Agreement, Buyer is not assuming any other liabilities or obligations, whether or not the same is in any way involved, either directly or indirectly, with the operation by Purchaser pursuant Seller of its business or to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include Seller may have become a party or liable by reason of its business. Liabilities not assumed include, but are not limited to, the following: (i) except Excluded Deposits (as otherwise provided described in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit PlanExhibit B); and ; (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insuranceSeller's cashier checks, reimbursement or other benefits payable by reason of any charges incurred money orders, interest checks and expense checks issued prior to the Closing Date., consignments of U.S. Government bonds, if any, and any and all traveler's checks; (ciii) Purchaser shall not assume liabilities or become liable for obligations of Seller with respect to any Liability litigation, suits, claims, demands or governmental proceedings existing at the time of any SCT Seller or arising out of or relating to acts, events or omissions to act that is not an Assumed Liability, whether occurred at or not related prior to the Purchased AssetsClosing Date; (iv) liabilities of Seller for or under any data processing contracts; and (v) other equipment leases not assumed by Buyer.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall assume, pay, perform and discharge in due course all Liabilities of the Sellers relating to the Industrial Power Transmission Assets and the Industrial Power Transmission Business, whether or not accruing, arising out of or relating to events or occurrences happening before, on or after the Closing Date (the "ASSUMED LIABILITIES"), other than the Retained Liabilities, including, without limitation, the following: (a) At all accounts payable relating to the Closing, Purchaser shall assume and shall become responsible for the payment, performance and satisfaction of all of the following Liabilities of the SCT Sellers:Industrial Power Transmission Business; (ib) the all Liabilities with respect to the performance of all Industrial Power Transmission Contracts and under all Permits constituting Industrial Power Transmission Assets under this Agreement; (c) all Liabilities arising out of, relating to or in connection with any Purchased Asset; environmental matters, including without limitation any Liabilities under any Environmental, Occupational Safety and Health Laws, applicable to or involving the Facilities, the Industrial Power Transmission Business or the Industrial Power Transmission Assets; (d) all (i) Liabilities under any retention or "stay-bonus" agreements or arrangements in existence on or prior to the Closing Date with respect to Transferred Employees, which are set forth on SCHEDULE 2.2(d)(i), the amount of which is $275,000, (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) severance with respect to any Transferred Employee, including, but not limited to, those Liabilities set forth on SCHEDULE 2.2(d)(ii), (iii) Liabilities for incentive bonuses and vacation pay accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by through the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable Closing Date with respect to any such Employee Benefit Plan); Transferred Employees and (iiiv) Liabilities for deferred compensation related to the individual set forth on SCHEDULE 2.2(d)(iv), the amount of which is $150,000; (e) all products Liabilities, including without limitation all product warranty or guaranty Liabilities and Liabilities for product recall or replacement, with respect to any claim by a Hired Employee product manufactured, sold or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred distributed (including prior to the Closing Date. ) by or on behalf of the Industrial Power Transmission Business (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related any Claim therefor shall have been made or be pending as of the Closing Date); (f) all Liabilities for capital expenditures set forth on SCHEDULE 2.2(f) hereof; and (g) all Liabilities arising out of, relating to or in connection with any pending or threatened Action involving the Purchased Industrial Power Transmission Business or the Industrial Power Transmission Assets. Buyer shall take, or cause to be taken, all actions necessary within Buyer's control to cause the assumption on the Closing Date by Buyer of the Assumed Liabilities, including without limitation the execution and delivery at the Closing of the Assumption Agreement. The assumption by Buyer of the Assumed Liabilities shall not enlarge any rights of any person. Nothing herein shall prevent Buyer from contesting any of the Assumed Liabilities with any third party obligee.

Assumption of Liabilities. (a) At Subject to the Closingterms and conditions of this Agreement, at and as of the Effective Time, the Purchaser shall assume and shall become responsible for the paymentagree to pay, performance perform, discharge and satisfaction of all of satisfy when due in accordance with their terms the following Liabilities of the SCT SellersLiabilities: (i) all Liabilities to the Liabilities extent arising out of, incurred in connection with respect or relating in any way to any Purchased Asset; and the ownership of the Transferred Assets on or following the Closing Date or the operation of the Business by the Purchaser on or following the Closing Date; (ii) Liabilities under any of the Designated Contracts accruing, or arising out of or relating to performance by the Purchaser thereunder, after the Effective Time; (iii) all amounts which may be payable according to the Sale Order or other order of the Bankruptcy Court entered pursuant to Sections 365(b) of the Bankruptcy Code to cure defaults in connection with the assumption and assignment of the Designated Contracts ("Cure Costs"); (iv) any Liabilities for unpaid salaries, severance benefits and any other accrued but unpaid benefits (including, but not limited to, accrued vacation) payable to Eligible Employees who are hired by the Purchaser at the Effective Time (other than retention bonuses and severance obligations relating to key employees approved by the Bankruptcy Court in the Bankruptcy Cases), or any other accruals, in each case to the extent reflected on in Closing Date Net Working Capital; (v) any post-Petition Date accounts payable to the Balance Sheetextent reflected in Closing Date Net Working Capital; (vi) Liabilities for Taxes to the extent reflected in the Closing Date Net Working Capital as determined pursuant to Section 2.6(c) below; (vii) insured health care expenses incurred by Eligible Employees who are hired by the Purchaser at or after the Effective Time that have been reported but not yet paid or for which claims have not been submitted as of the Closing Date ("IBNR Claims"); and (viii) Liabilities incurred by the Purchaser arising under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for Eligible Employees who are not hired by the Purchaser at the Effective Time if and only if applicable regulations under COBRA would obligate the Purchaser to satisfy such Liabilities (notwithstanding that such Liabilities are otherwise Excluded Liabilities hereunder), to the extent not satisfied prior to Closing, and any Liabilities occurring reflected in the ordinary course of Closing Date Net Working Capital ("COBRA Liabilities"). (The Liabilities described in the Business from foregoing clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and after the date of the Balance Sheet (viii) are collectively defined herein as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities".). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of From the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to date hereof through the Closing Date. , Sellers shall use commercially reasonable efforts to obtain settlements or stipulations (cbut without any obligation of Sellers to pay any material amount in respect of such settlements) Purchaser shall not assume or become liable for with any Liability of any SCT Seller party that is not an Assumed Liability, whether or not related objects to the Purchased Assetsassumption and assignment of a Designated Contract or any related cure amount.

Assumption of Liabilities. A. The only liabilities assumed by Purchaser hereunder (a"Assumed Liabilities") At the Closing, Purchaser shall assume and shall become responsible for the payment, performance and satisfaction of all of the following Liabilities of the SCT Sellersare: (1) the rights and obligations of Seller and Coul▇▇▇ ▇▇▇er (i) the Liabilities with respect 19 Scheduled Contracts specifically set forth in Appendix 2.1(B)(9) to any Purchased Asset; the Seller's Disclosure Letter to the extent the Scheduled Contracts have not been performed at the Effective Time of Closing and (ii) the Liabilities reflected on Scheduled Leases specifically set forth in Appendix 2.1(B)(8) to the Balance Sheet, Seller's Disclosure Letter to the extent not satisfied prior the Scheduled Leases remain in effect at the Effective Time of Closing; (2) the accounts payable of Seller and Coul▇▇▇ ▇▇ the Effective Time of Closing; (3) the liabilities of Seller and Coul▇▇▇, ▇▇ any, represented by accrued expenses (including, without limitation, accrued expenses for utilities, professional fees (other than fees related to Closingthe Transaction, and any Liabilities occurring which shall be subject to Section 8.3), in each case to the extent that such accrued expense items are (i) reflected in the April Balance Sheet or (ii) incurred in the ordinary course of the Business from and after business between the date of the April Balance Sheet as reflected on and the Effective Time of Closing Balance Sheet (collectively, and are not paid at the "Assumed Liabilities"). Notwithstanding the assumption Effective Time of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities.Closing; (b4) All Liabilities of the Sellers not specifically assumed by Purchaser ad valorem or similar Taxes to be prorated pursuant to Section 2.2(a2.4(C); and (5) shall be referred any and all obligations related to herein as "Excluded Liabilities," which shall include (i) except or arising from the return of products or merchandise of Seller or Coul▇▇▇ ▇▇ customers, whether or not such products or merchandise were defective and regardless of fault, provided the cost of replacing such products or merchandise or refunding the cost thereof is not in excess of $200,000 in the aggregate per calendar year. B. Except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay2.4(A), all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall does not assume or become liable agree to pay, perform or discharge, and shall not be responsible for, any other liabilities or obligations of Seller whether accrued, absolute, contingent or otherwise. C. Seller and Purchaser shall each pay its respective pro rata portion of all 1997 ad valorem or similar Taxes under any Real Property or Scheduled Lease included in the Assets. Seller shall pay to Purchaser at the Closing estimated ad valorem or similar Taxes for the current year (based on the prior year's Taxes) prorated to the date of the Closing. Seller shall make available to Purchaser copies of all statements and assessments reflecting such prior year's Taxes. Purchaser shall pay such sums to the appropriate taxing authorities when due, prior to becoming delinquent. Purchaser shall promptly forward to Seller after receipt by Purchaser copies of all 1997 Tax assessments under any Liability such property or lease. If the 1997 Taxes shall be readjusted such that the amounts payable are greater than the prior year's Taxes, Seller shall pay its pro rata share of any SCT difference promptly upon notice of such Taxes having been paid by Purchaser. If such 1997 Taxes shall be readjusted such that the amounts payable are less than the prior years' Taxes, Purchaser shall refund to Seller that is not an Assumed Liabilityits pro rata share of such 20 reduction upon notice of such Taxes having been paid by Purchaser. Except as provided in this Agreement, whether Purchaser shall have no other liability for Taxes payable by Seller (including income Taxes) relating to Business or not related to the Purchased AssetsTransaction.

Assumption of Liabilities. (a) At the Closing, Closing the Purchaser shall will assume and shall become responsible for for, and will thereafter pay, perform and discharge when due, the payment, performance and satisfaction of all following liabilities of the following Liabilities Business, or arising from the use of the SCT Sellers:Purchased Assets or the operation of the Business after the Closing Date whether accrued, absolute, contingent or otherwise (collectively, the "ASSUMED LIABILITIES"): (i) all of the Liabilities with respect to any Purchased Asset; obligations and (ii) the Liabilities liabilities reflected on the Balance Sheet, Reference Statement (excluding obligations and liabilities of TFS (Thailand) Limited) which have not been satisfied on or prior to the extent not satisfied prior Closing Date and all of the obligations and liabilities of the Seller relating to Closing, and any Liabilities occurring the Business arising in the ordinary course of the Business from business and after consistent with past practice between the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations Reference Statement and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (cii) those liabilities and obligations of the Seller under the Contracts listed on Schedule 2.3(a)(ii) (the "ASSUMED CONTRACTS"). (iii) those liabilities and obligations of the Seller with respect to the Employees which the Purchaser shall has expressly agreed to assume pursuant to this Agreement; and (iv) all other debts, liabilities and obligations arising out of or relating to events or transactions after the Closing Date in connection with the operation of the Business or use of the Purchased Assets by the Purchaser. (b) The Purchaser will not assume assume, and will not be deemed to have assumed, any other obligation or become liable liability of the Seller or any of its Affiliates whatsoever other than as set forth in Section 2.3(a) (collectively, the "EXCLUDED LIABILITIES"), including, without limitation: (i) any liabilities or obligations of TFS (Thailand) Limited; (ii) any liabilities or obligations of the Seller under the Seller Plans, except to the extent reflected on the Closing Statement; (iii) any liabilities or obligations of the Seller with respect to Taxes arising from the operation of the Business prior to the Closing, except to the extent accrued on the Closing Statement; (iv) any liabilities of the Seller for any Liability bonus, commission or other incentive compensation payable to the employees of the Business with respect to periods prior to the Closing; (v) subject to Section 10.6 hereof, any SCT liabilities or obligations of the Seller that is not an Assumed Liability, whether under Environmental Laws which were either caused by the Seller's operation of the Business prior to the Closing or not which are attributable to events which occurred or conditions which arose prior to the Closing; and (vi) any claims based on products liability related to products manufactured by the Purchased AssetsSeller at any time prior to the Closing and (i) sold by the Seller prior to the Closing or (ii) sold by the Purchaser subsequent to the Closing to the extent (A) such claims do not arise from product modifications by the Purchaser, (B) such products are sold by the Purchaser for use as intended originally by Seller, and (C) such products are sent out by the Purchaser into the stream of commerce in a commercially reasonable manner.

Assumption of Liabilities. (a) At the ClosingExcept as provided in SECTION 4.1, Purchaser Salem shall not assume or become obligated to perform any debt, liability or obligation of Cox or RRC whatsoever, and Cox and RRC shall not assume or become responsible for the paymentobligated to perform any debt, performance and satisfaction liability or obligation of all of the following Liabilities of the SCT Sellers: Salem whatsoever, including (i) any obligations or liabilities under any contract, lease or agreement other than the Liabilities with respect to any Purchased AssetCox Real Property Leases, the RRC Real Property Leases or the Salem Real Property Leases, as the case may be; and (ii) any obligations or liabilities under the Liabilities reflected Cox Real Property Leases, the RRC Real Property Leases or the Salem Real Property Leases relating to the period prior to the Closing; (iii) any claims or pending litigation or proceedings relating to the operation of the Stations prior to the Closing; (iv) any insurance policies of Salem, Cox, or RRC; (v) any obligations or liabilities arising under capitalized leases or other financing agreements; (vi) any obligations or liabilities of Cox, RRC, or Salem under any employee pension, retirement, health and welfare or other benefit plans and under any employment agreements or collective bargaining agreements; (vii) any obligation to any employee of the Stations for severance benefits, vacation time, sick leave or any other employment-related liability; (viii) any liability for any taxes attributable to the Cox Assets or the RRC Assets or the operations of the Cox Stations or the RRC Station on or prior to the Balance SheetClosing Date, except to the extent not satisfied the amount of such taxes is included in the Cox Proration Schedule; (ix) any liability for taxes attributable to the Salem Assets or the operations of the Salem Station on or prior to Closingthe Closing Date, and any Liabilities occurring except to the extent that the amount of such taxes is included in the ordinary course Salem Proration Schedule; or (x) any obligations or liabilities caused by, arising out of, or resulting from any action or omission of the Business from and after the date of the Balance Sheet as reflected on Cox, RRC, or Salem prior to the Closing Balance Sheet (collectively, the "Assumed Excluded Liabilities"). Notwithstanding All such Excluded Liabilities shall remain and be the assumption obligations and liabilities solely of Cox and RRC or Salem, as the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilitiescase may be. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. The Purchaser hereby agrees, subject to Section 1.6 hereof and the other terms and conditions of this Agreement, that on and after the Closing Date it shall assume and fully and timely perform, discharge and pay, in accordance with their respective terms, all of the liabilities and obligations of the Seller relating to: (a) At the Closingdeposit accounts attributed to the Branches as of the close of business on the day immediately preceding the Closing Date (including, Purchaser without limitation, all checking, savings, certificate of deposit, individual retirement, Keogh, money market, time deposit, repurcha▇▇ ▇▇reements and sweep accounts; provided, however, that it shall assume not include those certain swap account listed on Exhibit 1.5(a)(i) hereto) together with all accrued interest relating to such deposit accounts, such deposit accounts as of July 18, 2005, being listed on Exhibit 1.5(a)(ii) hereto (which Exhibit shall be updated to reflect new deposits made and deposits withdrawn or paid between the date of this Agreement and the Closing Date) and shall become responsible be delivered to the Purchaser at the Closing (collectively, the "Deposit Liabilities"); (b) the Loans; (c) all obligations relating to all escrow funds and dealer reserves under the Loans listed on Exhibit 1.5(d); (d) the leases, equipment leases and operating contracts listed on Exhibit 1.3(e); (e) all safe deposit boxes and all rental agreements and contracts for the payment, performance and satisfaction of all safe deposit boxes located at the Branches as of the following Liabilities Closing Date; (f) the operation from and after the Closing Date of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring Branches in the ordinary course of business, including, without limitation, the Business payment or provision of salary, compensation and employee benefits to the Employees (as hereinafter defined) arising from and after the date Closing Date; (g) the obligations of the Balance Sheet Seller to pay the remaining two (2) installments each in the amount of Ten Thousand Dollars ($10,000.00) to the Economic Development Corporation of Clarksville, Tennessee; and (h) all liabilities or obligations which are expressly identified elsewhere in this Agreement as reflected on being assumed, performed, discharged or paid by the Closing Balance Sheet (collectivelyPurchaser. The liabilities and obligations described in this Section 1.5 that the Purchaser hereby agrees to assume and fully and timely perform, discharge and pay are referred to collectively in this Agreement as the "Assumed Liabilities"). Notwithstanding On and after the assumption of the Assumed Liabilities by PurchaserClosing Date, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant Seller shall have no duties, responsibilities, liabilities or obligations under or with respect to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall (or shall cause its designated Affiliate or Affiliates to) assume and acquire, effective as of the Closing, the following liabilities of Seller and its Subsidiaries (collectively, the “Assumed Liabilities”), subject to adjustment under Section 3.3: (a) At all Liabilities under the ClosingPurchased Contracts and Backlog if any (except to the extent such Backlog is rejected by Purchaser in accordance with this Agreement) and under the Purchased Intellectual Property Licenses, Purchaser shall assume that arise from facts or circumstances occurring after the Closing or that under their terms are required to be performed after the Closing Date, including, without limitation, all warranty, support and shall become responsible for maintenance obligations arising under the paymentPurchased Contracts which are required to be performed after the Closing Date, performance and satisfaction of all of the following Liabilities of the SCT Sellers: (i) the Liabilities including with respect to any Purchased Asset; products and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied services delivered by Seller prior to Closing, and any all delivery and performance obligations arising in connection with the purchased Backlog; (b) all Liabilities occurring of Seller or its Subsidiaries set forth in the ordinary course of the Business from and after the date of the Balance Sheet Signing Statement in such amounts as reflected on the shall be adjusted for Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms Closing Statement and in accordance with Section 3.3(a); (c) all Liabilities relating to any Purchased Assets, including, without limitation, the Purchased Equipment, the Purchased Personal Property Leases, Purchased Intellectual Property Licenses, Transferred Patents and Transferred Trademarks, that arise from facts or circumstances occurring after the Closing; all Liabilities that arise from use by Purchaser of Section 10 hereof the Joint Intellectual Property after Closing; and all Liabilities that arise from use by Purchaser of the Licensed Patent, the Licensed Modules, the Licensed Trade Secrets or the Licensed Trademarks after the Closing; (d) any Liabilities for breaches of representations and warranties relating Taxes that relate to the Purchased Assets and or the Assumed Liabilities.Liabilities arising after Closing (not including such Liabilities pending or undisclosed prior to Closing); and (be) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent obligations under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased AssetsProposals.

Assumption of Liabilities. Buyer hereby assumes and agrees to pay, discharge, perform, or otherwise satisfy in due course in accordance with their respective terms all of the following: (a) At all liabilities and obligations of any Seller, Pearson, Viacom or any of their respective Affiliates for all royalties due authors and other proprietors under the ClosingAssigned Contracts and applicable to shipments made on or after the Closing Date and all other obligations under such contracts arising on or after the Closing Date, Purchaser and (b) all liabilities and obligations of any Seller, Pearson, Viacom or any of their respective Affiliates with respect to all other Purchased Assets (including, without limitation, development, production and manufacturing costs and costs of services and materials) arising on or after the Closing Date. Notwithstanding the foregoing, it is understood that Sellers shall assume be liable to the providers thereof for all services actually performed and shall become responsible for all deliveries of materials and Inventory for the paymentTitles actually received, performance in each case prior to the Closing Date and satisfaction that Buyer shall be liable to the providers thereof for all services actually performed and for all deliveries of all materials and Inventory for the Titles actually received, in each case on or after the Closing Date. For the avoidance of doubt, where production materials are produced pursuant to a third party production agreement and the following Liabilities of resulting materials are delivered on or after the SCT Sellers: Closing Date, the Sellers shall remain liable for the underlying services performed prior to the Closing Date and the Buyer shall be liable for the underlying services performed on or after the Closing Date. Except as expressly set forth in this Section 1.2, Buyer shall not assume, or in any way be responsible for: (i) the Liabilities with respect to any Purchased Asset; liabilities or obligations of Pearson, Viacom, any Seller or any of their respective Affiliates under any Assigned Contract that (1) is not listed on Schedule 4.6 and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses should have been so listed pursuant to the terms of Section 10 hereof for breaches 4.6, or is not a permission, and (2) requires payments by Buyer in any given year in excess of representations $5,000 and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers cannot specifically assumed be cancelled by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored Buyer without penalty or maintained by the Company, any Seller further payment; or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim liability or obligation arising out of a breach or default by a Hired Employee Seller, Viacom, Pearson or an eligible dependent any of their respective Affiliates under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred Assigned Contract that arises prior to the Closing Date. ; or (ciii) Purchaser shall any liability or obligation relating to any Retained Title that does not assume cease to be a Retained Title on or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related prior to the Purchased AssetsOutside Consent Date.

Assumption of Liabilities. (a) At The Purchaser agrees that as of the Closingclose of business on the Closing Date, subject to the terms and conditions of this Agreement and as consideration for the aforesaid transfer, conveyance and delivery of the Assets to the Purchaser by the Seller, the Purchaser shall (by documentation reasonably satisfactory as to form and substance to Purchaser) pay, perform and assume and shall become responsible for the payment, performance and satisfaction of all of the following Liabilities duties, responsibilities, obligations and liabilities (and none other) of Seller (the SCT Sellers: (i"Liabilities") that are to be paid or performed by the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business Seller from and after the date close of the Balance Sheet as reflected business on the Closing Balance Sheet Date: (collectivelya) all liabilities and obligations of the Seller relating to the deposit accounts (which shall include but not be limited to public fund accounts and deposit accounts of customers held in IRAs or ▇▇▇▇▇ accounts) that are identified to the Branches as of the close of business on the Closing Date, including any related sweep accounts, whether represented by collected or uncollected funds, including, without limitation, all savings, NOW accounts, checking, money market accounts and certificate accounts together with accrued but unpaid interest payable, attributed on the records of the Branches (the "Assumed Deposit Liabilities"). Notwithstanding , provided, however, that in the assumption event the total amount of the Assumed Deposit Liabilities exceed $74,000,000, Seller shall remove Time deposit accounts as mutually agreed upon by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities.parties; (b) All Liabilities all of the Sellers not specifically liabilities and obligations of the Seller under the Loans purchased by Purchaser under this Agreement arising after the close of business on the Closing Date, including funding commitments under the Loans and servicing obligations with respect to the Loans; (c) all of the liabilities and obligations of the Seller arising after the close of business on the Closing Date under the Leases, IRAs and ▇▇▇▇▇ accounts assumed by Purchaser pursuant to Section 2.2(aunder this Agreement; (d) shall be referred to herein all safe deposit contracts and leases for the safe deposit boxes located at the Branches as "Excluded Liabilities," of the close of business on the Closing Date; (e) all of the liabilities and obligations of the Seller respecting the Real Property; (f) all accrued liabilities, if any, described by Schedule 1.4(f) attached hereto and made a part hereof; and (g) taxes for which shall include (i) except as otherwise provided in Section 5.13(e) the Purchaser is responsible under this Agreement and taxes with respect to accrued vacation pay, all Liabilities of the Assets or the Branches for any Employee Benefit Plan heretofore sponsored taxable period (or maintained by the Company, any Seller portion thereof) that begins on or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to after the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At the Closing, Seller shall sell, transfer, assign and convey to Purchaser, and Purchaser shall assume assume, effective as of the Closing, and shall become responsible for the paymenttimely perform, performance pay and satisfaction of all of discharge in accordance with their respective terms, the following Liabilities of Seller (collectively, the SCT Sellers:“Assumed Liabilities”): (ia) Liabilities of Seller to all customers and advertisers of the System for any advance payments or deposits for which Purchaser shall have received a credit pursuant to Section 3.4; (b) Liabilities with respect to any the Business, the Purchased Asset; and (ii) Assets, the Liabilities reflected on Transferred Employees arising after the Balance SheetClosing, to the extent not satisfied prior such Liabilities arise from or are related to Closing, and any Liabilities occurring in the ordinary course of the Business from and event that occurs on or after the date of the Balance Sheet as reflected on the Closing Balance Sheet Date; (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant c) all Taxes applicable to the terms transfer of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed pursuant to this Agreement that are required to be paid by Purchaser pursuant to Section 2.2(a11.1(b) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (iic); (d) any claim by a Hired Employee Liabilities for Taxes relating to the Business, the Purchased Assets, the Transferred Employees for all taxable periods (or an eligible dependent under such Employee Benefit Plan for insuranceportions thereof) beginning after the Closing Date; (e) all accrued expenses and trade accounts payable to the extent arising out of the Business, reimbursement or other benefits payable by reason of any charges incurred the Purchased Assets, the Transferred Employees prior to the Closing Date.that are outstanding as of 12:01 a.m. on the Closing Date and are taken into account in adjusting the Base Purchase Price pursuant to Section 3.4(d) (i), (ii) and (iii); and (cf) Liabilities relating to amounts required to be paid by Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assetshereunder.

Assumption of Liabilities. (a) At Subject to the terms and conditions set forth in this Agreement, at the Closing, in consideration for the assignment, conveyance, transfer and delivery of the Acquired Assets to Purchaser or the Purchaser Designees, Purchaser or the Purchaser Designees shall assume and shall become responsible for the payment, performance and satisfaction of all of the following Liabilities (collectively, the “Assumed Liabilities”): a. the Liabilities and executory obligations of Sellers under the Assigned Contracts (specifically excluding the Excluded Assets) that arise after, or relate to the period from and after, Closing; b. the Liabilities arising in connection with the use and operation of the SCT Sellers:Owned Real Property from and after the Closing Date; (i) c. the Liabilities with respect to any Purchased Asset; Cure Costs (including for Undisputed Cure Costs and Disputed Cure Costs) relating to Assigned Contracts set forth on Schedule 2.3(c) (ii) subject to adjustment pursuant to, and in accordance with, Section 2.7 and Section 2.8); d. the Liabilities reflected on and obligations relating to or arising from the Balance Sheet, Acquired Assets or the operation of the Business relating to or arising from the period commencing after the Closing Date; e. the Liabilities of Sellers for Property Taxes to the extent not satisfied prior specifically allocated to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred 11.1(b); f. the Liabilities of Sellers for all accrued and unpaid wages and accrued and unused vacation, time-off, bonus, commissions, severance, sick days, and personal days with respect to herein the Transferred Employees as "Excluded Liabilities," which shall include of the Closing Date; g. the Liabilities and obligations relating to or arising from the Assumed Plans or the Assumed Plan Related Matters; h. the Liabilities arising out of or relating to the Acquired Permits, including (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation payall reclamation Liabilities, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) obligations to replace bonds associated with the Acquired Permits, and (iii) regulatory violations and obligations on or in relation to the Acquired Assets or the Acquired Permits arising post-Closing; and i. the Liabilities assumed pursuant to Section 7.3 and Section 7.1. j. Notwithstanding anything in this Agreement to the contrary, Sellers hereby acknowledge and agree that Purchaser and the Purchaser Designees are not assuming from Sellers, nor is in any claim way responsible for, the Excluded Liabilities. The transactions contemplated by a Hired Employee this Agreement shall in no way expand the rights or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason remedies of any charges incurred prior third party against any of Purchaser, the Purchaser Designees, or Sellers as compared to the Closing Date. (c) rights and remedies that such third party would have had against Sellers absent the Chapter 11 Cases had Purchaser or the Purchaser’s Designees not assumed such Assumed Liabilities as set out above. Other than the Assumed Liabilities assumed by Purchaser or the Purchaser Designees, Purchaser and the Purchaser Designees are not assuming and shall not assume or become be liable for any Liability liabilities or obligations of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased AssetsSellers.

Assumption of Liabilities. (a) At the Closing, Purchaser shall assume and shall become responsible for (a) all Liabilities first arising on or after the payment, performance and satisfaction of Effective Date relating to the Election Business or the Purchased Assets; (b) all accounts payable of the following Liabilities Election Business; (c) all accrued liabilities of the SCT Sellers: Election Business including, but not limited to, accrued liability for bill▇▇▇▇ ▇▇ excess of the amount earned according to percentage of completion accounting on all Assigned Contracts and properly accrued ad valorem property taxes; (id) all Liabilities and costs, including accrued liabilities for vacation pay, accrued but unpaid salary, bonuses, commissions, employment-related taxes and the Liabilities like, of Seller to or with respect to Seller's Employees, other than costs, liabilities or expenses of Seller associated with Seller's Employee Benefit Plans or any Purchased Assetof Seller's Liabilities to Employees governed by any workers compensation or similar laws; (e) all Liabilities under the [ ] Agreements whether arising before, on or after the Closing Date; and (iif) the subject to Section 2.4, all Liabilities reflected on the Balance Sheet, relating to the extent not satisfied prior to Closing, Assigned Contracts and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet Restricted Interests (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of ; provided, however, the Assumed Liabilities by Purchasershall not include any Retained Liabilities. The foregoing notwithstanding, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms in lieu of Section 10 hereof for breaches of representations and warranties paying directly any Liabilities relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically Berkeley Facility, Purchaser may, at its option, reimburse Seller for all expenses paid by Seller that would otherwise be assumed by Purchaser pursuant to this Section 2.2(a) 2.5. The parties acknowledge and agree that responsibility for Liabilities relating to the operation of the Berkeley Facility first arising after the Closing shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for Sequoia Agreement and the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing DateOperating Agreement. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At On the terms and subject to the conditions and limitations set forth in this Agreement, at the Closing, immediately upon the consummation of the transactions provided in Section 3.4(b), Purchaser shall assume assume, effective as of the Closing, and shall become responsible for the paymenttimely perform and discharge in accordance with their respective terms, performance and satisfaction of all of the following Liabilities (without duplication) existing as of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, immediately prior to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding ) and no others: (a) all Liabilities of Sellers under the assumption of Purchased Contracts that arise on or after the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant Closing Date or arise prior to the terms of Section 10 hereof for breaches of representations and warranties relating Closing Date to the Purchased Assets and Assumed Liabilities.extent requiring performance after the Closing Date; (b) All Liabilities of the Sellers not specifically assumed by any cure amounts that Purchaser is required to pay pursuant to Section 2.2(a2.5; (c) shall be referred all Liabilities arising from the sale of Products in the Ordinary Course of Business pursuant to herein product warranties, products returns, customer programs and rebates, including Liabilities arising in the Ordinary Course of Business that would have been recorded as "Excluded Customer Accommodations" in the line item "Accrued Liabilities," which shall include in a consolidated balance sheet of the Business prepared in accordance with GAAP and using the same accounting principles, policies and practices used in the preparation of the September Balance Sheet; (id) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities arising in the Ordinary Course of any Employee Benefit Plan heretofore sponsored Business on or maintained by after the Company, any Seller or any ERISA Affiliate for the Hired Employees (Petition Date and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason existing as of any charges incurred immediately prior to the Closing Date.that do not constitute Excluded Liabilities and would be included in the line item for "Accounts Payable" in a consolidated balance sheet of the Business as of immediately prior to the Closing prepared in accordance with GAAP and using the same accounting policies, principles and practices as were used in preparing the September Balance Sheet; (ce) Purchaser shall all Liabilities of Sellers for pre-petition sales and use, gross receipts, payroll and similar Taxes which, if not assume or become liable paid by a Seller, would constitute a Liability for any Liability current director, officer or employee of a Seller; (f) all Transfer Taxes; (g) all Liabilities of Sellers arising under the Consolidated Omnibus Budget Reconciliation Act (COBRA) in respect of employees of a Seller terminated post-petition; (h) any payments for accrued but unused vacation of any SCT Seller Employees; (i) any Assumed Employment Agreements; (j) all Priority Claims arising from the Wind-Up; (k) all professional fees that is not an Assumed Liability, whether or not related constitute Priority Claims; (l) all Liabilities pursuant to the Purchased AssetsKERP Program; (m) all Liabilities for pre-petition property Taxes to the extent allowed in the Bankruptcy Case with priority over the lien of the First Lien Lenders or the Second Lien Lenders; and (n) subject to Section 2.4, to the extent not included in the foregoing Sections 2.3(a) through (m), all Priority Claims.

Assumption of Liabilities. (a) At Upon the Closingterms and subject to the conditions hereof, Purchaser shall at Closing AWS will, or will cause the applicable AWS Entity (or a wholly-owned subsidiary of AWS designated by AWS) to, assume and shall become responsible for from each of the applicable USCC Entities, as of the Closing Date, the payment, discharge and performance and satisfaction of all of the following liabilities and obligations (collectively, the "USCC Assumed Liabilities"): (i) all Current Liabilities of each USCC Entity as of the SCT SellersClosing Date to the extent included in the calculation of the Closing Date Working Capital Amount; (ii) all liabilities and obligations (including Taxes and liabilities and obligations in connection with the matters disclosed in items 1 and 2 on Schedule 4.27) arising out of the use, ownership or operation after the Closing Date of the USCC Business or the use, ownership or operation after the Closing Date of the USCC Systems, the USCC Assigned Licenses or USCC Assets, including the USCC System Contracts (other than any Non-Assigned Contracts), the Real Property Leases, the Transferred Intellectual Property and the System Permits; (iii) all liabilities and obligations of AWS as provided in Article 6 with respect to Transitioned Employees; (iv) all liabilities and obligations arising with respect to deposits or prepayments by subscribers for service on the USCC Systems; (v) all liabilities and obligations (including, in connection with the matters disclosed on Schedule 4.6(d)) arising after the Closing Date out of any Law of the FCC or any other Governmental Authority to which the USCC Assigned Licenses, USCC Systems and USCC Assets are subject; and (vi) the non-current liabilities of the USCC Entities specified on Schedule 1.2(a). (b) Neither AWS nor any of its Affiliates shall assume or undertake in any way to perform, pay, satisfy or discharge any liability or obligation of USCC or any of its Affiliates of any nature whatsoever, whether known or unknown, determined or undetermined, liquidated or unliquidated, direct or indirect, contingent or accrued, matured or unmatured, and whether or not relating to the USCC Assets, the USCC Systems or the USCC Business, other than the USCC Assumed Liabilities (each such liability being a "USCC Excluded Liability"), including the following: (i) any liabilities and obligations (including Taxes and liabilities and obligations in connection with the Liabilities with respect to any Purchased Asset; matters disclosed on Schedule 4.8(e) and (iiin items 1 and 2 on Schedule 4.27) arising out of the Liabilities reflected on the Balance Sheet, operation prior to the extent not satisfied Closing Date of the USCC Business or the use, ownership or operation prior to Closing, and any Liabilities occurring in the ordinary course Closing Date of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectivelyUSCC Systems, the "Assumed Liabilities"). Notwithstanding USCC Assigned Licenses or USCC Assets, including the assumption of the Assumed Liabilities by PurchaserUSCC System Contracts, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to Real Property Leases, the terms of Section 10 hereof for breaches of representations Transferred Intellectual Property and warranties relating to the Purchased Assets and Assumed Liabilities.System Permits; (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred liabilities and obligations (including in connection with the matters disclosed on Schedule 4.6(d)) arising prior to the Closing Date.Date out of any Law of the FCC or any other Governmental Authority to which the USCC Assigned Licenses, USCC Systems and USCC Assets are subject; (ciii) Purchaser shall any non-current liabilities of the USCC Entities that are not assume or become liable for specified in Section 1.2(a); (iv) any Liability liabilities and obligations arising at any time out of the matters disclosed in items 3 and 4 on Schedule 4.27; or (v) any liabilities and obligations arising at any time out of any SCT Seller that is not an Assumed Liability, whether breach by any USCC Entity under this Agreement or not related to the Purchased Assetsany USCC System Contract.

Assumption of Liabilities. (a) At On the terms and subject to the conditions set forth herein, at the Closing, Purchaser shall agrees to assume and shall become responsible for discharge or perform when due, the payment, performance liabilities and satisfaction obligations set forth in (a) through (h) of all of this paragraph 2.4 (the following Liabilities of the SCT Sellers:"Assumed Liabilities") and no others. (ia) the Liabilities with respect All liabilities and obligations under each Executory Contract and Non-executory Contract, that accrue and are required to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business be performed from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities.has assumed such Executory Contract or Non-executory Contract; (b) All Liabilities liabilities and obligations that accrue and are required to be performed after the Closing Date pursuant to the Assigned Leases and the Nonexecutory Contracts; (c) Sellers' obligation to provide paid vacation, sick leave and personal floating holidays or, in lieu thereof (at Purchaser's option), to make payments to employees of Sellers listed on the Sellers not specifically assumed by Purchaser Schedule to be provided pursuant to Section 2.2(a) shall be referred 5.13 who are employed by Sellers on the Closing Date and by Purchaser immediately following the Closing Date (each such employee, a "Covered Employee"), in amounts up to herein but not exceeding the amounts as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any are set forth for each such Covered Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate on such Schedule plus ordinary course accruals for the Hired Employees period thereafter and prior to Closing for accrued vacation, sick leave and personal floating holidays; (d) All liabilities and any amount attributable obligations that accrue and are required to any such Employee Benefit Plan)be performed after the Closing Date to the extent related to or arising out of the ownership or operation of the Transferred Assets by Purchaser after the Closing Date; (e) All Assumed Administrative Expenses; (f) All liabilities of Sellers arising from the issuance or sale by Sellers within 30 days prior to the Closing Date of gift certificates; or (g) All return, rebate and layaway liabilities of Sellers arising from sales of Inventory made within 30 days (ii33 days in the case of returns) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (ch) The Purchaser shall not assume make the payments and satisfy the obligations required to be made or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assetssatisfied by it under Section 2.7 and 2.8.

Assumption of Liabilities. (a) At Upon the Closing, Purchaser shall assume sale and shall become responsible for the payment, performance and satisfaction of all purchase of the following Liabilities Purchased Assets, the Buyer shall assume, pay, perform or discharge those liabilities and obligations of the SCT SellersSeller set forth below to the extent exclusively related to the Business or the Purchased Assets existing as of the Closing or arising subsequent thereto (the “Assumed Liabilities”). The Assumed Liabilities shall consist only of the following: (i) those liabilities and obligations of the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities Seller reflected or reserved against on the Base Balance Sheet, to the extent and only to the extent that the same have not satisfied been paid or discharged on or prior to Closingthe Closing Date, and any Liabilities occurring specifically excluding those obligations and liabilities referred to in Section 1.4 hereof as Retained Liabilities; (ii) those liabilities and obligations of the Seller which have arisen or which may arise in the ordinary course of the Business from and after March 5, 2006, the date of the Base Balance Sheet, to the Closing Date to the extent that the same shall be reflected or reserved against on the Closing Balance Sheet (as defined in Section 2.3 hereof), have not been paid or discharged on or prior to the Closing Date and specifically excluding those obligations and liabilities referred to in Section 1.4 hereof as Retained Liabilities; (iii) those liabilities and obligations arising out of any employment relationship between the Buyer and its employees, including, without limitation, the Transferred Employees, including, but not limited to, liabilities and obligations for wages, including vacation, bonuses and commission accrued on or prior to the Closing Date but only to the extent that the same shall be reflected on the Closing Balance Sheet and including any severance obligations under the agreements set forth on Schedule 4.13 (collectivelyexcluding, the "Assumed however, liabilities and obligations under those Contracts which are specifically identified as Excluded Assets and any liabilities and obligations which are specifically identified as Retained Liabilities"). Notwithstanding the assumption ; (iv) those liabilities and obligations of the Assumed Liabilities by PurchaserSeller arising after the Closing Date under those Contracts included among the Purchased Assets, including those Contracts listed on Schedules 4.10(i), 4.10(ii), 4.11(i), 4.11(ii), 4.11(iii) and 4.12 hereto (excluding, however, those Contracts which are specifically identified as Excluded Assets), but only the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant extent (A) accruing and relating solely to the terms period after the Closing Date and (B) the corresponding benefits therefrom are validly assigned to or otherwise realized by the Buyer hereunder; (v) those liabilities and obligations of the Seller arising after the Closing Date under the operating leases set forth on Schedule 1.3(v) but only to the extent (A) accruing and relating solely to the period after the Closing Date and (B) the corresponding benefits therefrom are validly assigned to or otherwise realized by the Buyer hereunder; (vi) all liabilities and obligations of the Seller as required with respect to the Release (as defined in Section 10 hereof for breaches 4.15) of representations Hazardous Substances (as defined in Section 4.15) into the soil and groundwater on the real property known and numbered as ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ that has been reported to the Massachusetts Department of Environmental Protection as DEP Release Tracking Number 3-16519; (vii) those liabilities and obligations arising after the Closing Date under or with respect to (A) the third-party warranties relating to included among the Purchased Assets pursuant to clause (vii) of Section 1.1, or (B) the permits, licenses, order, ratings and Assumed Liabilities.approvals validly assigned to the Buyer and included among the Purchased Assets pursuant to clause (viii) of Section 1; and (bviii) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) all liabilities and obligations arising with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored the transfer or maintained use by the Company, any Seller or any ERISA Affiliate for Buyer of the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing DateSeller’s personnel records. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At Upon the terms and subject to the conditions of this Agreement, P▇▇▇▇▇▇▇▇ agrees, effective at the Closing, Purchaser shall to assume and shall become responsible for to satisfy and discharge when due the paymentLiabilities of Seller (other than the Retained Liabilities), performance and satisfaction of specifically set forth below (all of such Liabilities and other than the following Retained Liabilities of being herein collectively referred to as the SCT Sellers:“Assumed Liabilities”): (i) all Liabilities arising from the Exploitation of any Products after the Closing Date, including Liabilities for returns, rebates and chargebacks related to any of the Products shipped after the Closing Date; (ii) all Liabilities for Taxes relating to the Purchased Assets or the Products with respect to any a Post-Closing Tax Period, including those allocated in accordance with Section 11.8(b); (iii) all Liabilities for materials and services relating to the Purchased Asset; Assets contracted for in the ordinary course of business prior to the Closing pursuant to an Assumed Contract, but scheduled to be delivered or provided thereafter, and (ii) the all Liabilities reflected on the Balance Sheetto customers under purchase orders for Products that have not yet been shipped at Closing, in each case to the extent not satisfied related to any breach of Seller occurring prior to the Closing, and any ; (iv) all Liabilities occurring under Assumed Contracts (including Liabilities to customers under purchase orders made in the ordinary course of the Business sale and marketing of the Products consistent with past practice for any Product that has not been shipped prior to the Closing) relating to the period following the Closing Date, other than any Liabilities to the extent arising out of, or resulting from, a breach of any such Assumed Contract by Seller prior to the Closing Date; (v) all Liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury to any Person or property that resulted from and the use or misuse of the Products on or after the date Closing Date or otherwise relates to the Products sold (including any Proceeding relating to any such Liabilities) on or after the Closing Date, which, in the case of the Balance Sheet as reflected any split lots of Product, shall be determined based on the percentage of any such lot sold on or after the Closing Balance Sheet Date; (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed vi) all other Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets or the Products, or Purchaser’s use thereof, solely to the extent that such are not Retained Liabilities, including to any Governmental Authority, and Assumed Liabilities.all fees arising from or related to any Product Registrations and Intellectual Property included in the Purchased Assets, but only to the extent not related to or arising out of any act, omission or event occurring prior to the Closing; and (bvii) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by for branded prescription drug fees allocable to the Company, any Seller or any ERISA Affiliate for the Hired Employees (period on and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to after the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. Subject to the terms and conditions of this Agreement, on the Closing Date, as hereinafter defined, Seller shall assign to Purchaser, and Purchaser shall, except as set forth in Section 2.2 below, assume and agree to perform and discharge the following liabilities and obligations of Seller and/or the Business: (a) At obligations of the Closing, Purchaser shall assume and shall become responsible Business for the payment, performance sale and satisfaction delivery of all products not shipped prior to the close of the following Liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected business on the Balance SheetClosing Date under open sales orders, to open bids and sales contracts included in the extent not satisfied prior to ClosingAssigned Contracts, and any Liabilities occurring which were accepted or made in the ordinary course of business of the Business from and after prior to the date close of the Balance Sheet as reflected business on the Closing Balance Sheet Date; (collectivelyb) obligations of the Business for the purchase of raw materials, supplies and repair and maintenance materials not received prior to the close of business on the Closing Date and not included in the Purchased Inventory under open supply contracts, purchase orders and commitments included in the Assigned Contracts, which were given or made in the ordinary course of business of the Business; (c) liabilities and obligations arising under the Assigned Contracts in accordance with their respective terms, excluding (A) payables owed by the Business to Seller or any of its Affiliates on the Closing Date, (B) any liability or obligation which arises from the Closing of the transaction contemplated hereby or (C) any Retained Liability, except to the extent that (B) or (C) are reflected in the Reference Statement of Net Assets); (d) except with respect to Seller's environmental covenants contained in Section 13.6 hereto, liabilities arising in connection with environmental matters relating to the Business; provided, however, that this provision shall not affect Purchaser's rights to indemnifications as set forth in Article XVI hereof, (e) liabilities and covenants arising from obligations to employees and former employees of the Business to the extent specifically assumed by Purchaser in Article XII of this Agreement; (f) liability for suits, claims, proceedings and actions made or commenced after the Closing Date resulting from actual or alleged harm, injury or damage to persons, property or business by products manufactured, sold or shipped by the Business ("Products") on or after the Closing Date; (g) liability for express or implied warranties of the Business, including obligations to repair, replace, rework or to make refunds of amounts paid for Products regardless of when such Products were manufactured, sold or distributed or when defects became or become apparent; (h) liability for the recall, notification, retrofit or other post- manufacture remedial or corrective actions relating to Products, regardless of when such Products were manufactured, sold or shipped; and (i) any other liabilities of the Business not specifically set forth as Retained Liabilities under Section 2.2 below. The foregoing liabilities and obligations of Seller being assumed by Purchaser hereunder shall be collectively referred to as the "Assumed Liabilities"). Notwithstanding In addition to the assumption foregoing, the parties acknowledge and agree that except as specifically set forth in Section 2.2 below, Purchaser assumes all liabilities of the Assumed Liabilities Purchased Subsidiaries by Purchaser, virtue of the Sellers agree fact that they are responsible to indemnify Purchaser for its Losses pursuant to is acquiring the terms shares of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed LiabilitiesSubsidiaries. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At On and subject to the Closingterms and conditions of this Agreement, Purchaser as of and after the Effective Time, Buyer shall assume the following liabilities and obligations (the “Assumed Liabilities”): (i) the normal course accounts payable of the Business, excluding any Debt, existing at the Effective Time and included in the calculation of the Closing Working Capital; (ii) all liabilities and obligations of Seller under the Assumed Contracts and purchase orders issued in the ordinary course of business to the extent first arising on or after the Effective Time, including obligations to purchase inventory held on consignment as of the Effective Time, but excluding any warranty claims relating to products sold or services provided by Seller prior to the Effective Time; (iii) the accrued liabilities of the Business included in the calculation of the Closing Working Capital; and (iv) all Taxes with respect to the ownership, operation or conduct of the Business or the Acquired Assets for any Post-Closing Period. (b) Except as expressly provided in Section 2.4(a) above, Buyer shall become not assume or be liable for any other liabilities, obligations or duties of Seller (collectively, the “Excluded Liabilities”. Without limiting the preceding sentence, Buyer will not assume or be responsible for the payment, performance and satisfaction of all any of the following Liabilities of the SCT Sellersfollowing: (i) any liability arising in connection with Seller’s conduct of a business other than the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities.Business; (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim liability of Seller for Income Taxes, whether or not accrued; (iii) any liability associated with or arising out of any Excluded Asset; (iv) any liability for warranty claims relating to products sold or services provided by a Hired Employee Seller prior to the Effective Time; (v) any liability of Seller to indemnify any Person in connection with products sold or an eligible dependent under such Employee Benefit Plan for insuranceservices provided by Seller prior to the Effective Time; (vi) any accrued payroll, reimbursement payroll Taxes and related expenses existing at the Effective Time; (vii) any bonuses, commissions or profit sharing or other benefits payable incentive payments due to employees of the Business existing at the Effective Time; (viii) any liability of Seller relating to intercompany obligations or other obligations between Seller and any current or former member or Affiliate of Seller; (ix) Debt of Seller or any Guarantee by reason Seller; (x) accrued workers’ compensation and medical insurance liabilities for any period prior to the Effective Time; (xi) any liability of Seller under any charges Contract, other than liabilities arising under the Assumed Contracts which Buyer has expressly agreed to assume pursuant to Section 2.4(a)(ii); (xii) liabilities to any Governmental Authority, other than accrued property Taxes included in the calculation of Closing Working Capital; (xiii) tort liabilities of Seller; (xiv) criminal claims against Seller; (xv) any liability of Seller for costs and expenses incurred in connection with the transactions contemplated by this Agreement; (xvi) any pending or threatened claims or litigation relating to the Acquired Assets prior to the Closing Date or the conduct of the Business prior to the Closing Date., regardless of when such claims are asserted or such litigation commenced; (cxvii) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liabilityliability related to Environmental Requirements, whether or not related known or identified as of the Closing Date, resulting from ownership or operation of the Business prior to the Purchased AssetsClosing Date; (xviii) any other liabilities of Seller not expressly assumed hereunder; or (xix) any liability of Seller under this Agreement.

Assumption of Liabilities. (a) At the ClosingCompletion, Purchaser shall assume and shall become responsible for agree to pay and perform and discharge the payment, performance following obligations and satisfaction liabilities of all Limited as of the following Liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance SheetCompletion Date, but only to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet specifically set forth below (collectively, the "Assumed Liabilities"). Notwithstanding ): (a) Those current trade payables of Limited set forth on Schedule 2.2(a) in an aggregate amount not to exceed US$529,066.95, which shall exclude, for the assumption avoidance of doubt, (i) any rent payable to Oxford and City Holdings Limited (the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses "Landlord") pursuant to the terms of Section 10 hereof real estate lease (the "London Lease") between Limited and the Landlord for breaches of representations and warranties relating to premises located at 33 Cavendish Square, London (the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation payPremises"), all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or trade payab▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ [***]; (b) Accrued liabilities with regard to rent due under the London Lease for the month of March, 2006 in an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior amount not to the Closing Date.exceed US$40,000; (c) Those accrued liabilities of Limited set forth on Schedule 2.2(c) with respect to current employees of Limited in the International Business for (i) unpaid wages and employee benefits for the pay period after March 31, 2006, (ii) payroll taxes relating to payroll for the months of February and March, 2006 (it being understood that such amounts for payroll taxes will be escrowed at Completion and paid directly to the relevant taxing authorities upon receipt by the Purchaser of the relevant completed tax return or other documentation or substantiation of the amount due) and (iii) any accrued vacations, unpaid guaranteed bonuses, submitted but unreimbursed travel and entertainment expenses for the month of February, 2006 and commissions earned prior to March 17, 2006, in an aggregate amount not to exceed US$530,000, not including an unliquidated amount for (x) employee travel and entertainment expenses for the month of March, 2006, (y) commissions earned on or after March 17, 2006 or (z) any post-Completion employee-related costs; (d) Liabilities to make monthly cash contributions to each Employee's Pension Plan in accordance with the terms of the contracts of employment of the Employees up to an aggregate amount of US$25,000 but, for the avoidance of doubt, the Purchaser shall not assume any obligation to make payments or become liable contribute to any individual employee contribution plan or other plan (other than the Pension Plan) currently providing for or which has previously provided benefits to Employees of which any Employee or former employee of Limited is a member (including any amount accrued but unpaid by Limited as at the Completion Date); (e) Current liabilities of Limited for VAT and corporation tax in an aggregate amount not in excess of US$300,000, it being understood that such amounts will be escrowed at Completion and paid directly to the relevant taxing authorities upon receipt by the Purchaser of the relevant completed VAT return of Limited and a remittance statement from the Inland Revenue in respect of the corporation tax due in accordance with Section 5.3(a) hereof; and (f) All liabilities under the London Lease that solely relate to periods following the Completion Date, provided, however, that Purchaser shall not be required to pay and discharge any liability for rent payable under the London Lease relating to any period from or after the Completion Date until Purchaser has received the duly executed Landlord's Consent in accordance with Section 2.5(a). Notwithstanding anything else set forth herein, nothing in this Agreement shall pass to the Purchaser, or shall be construed as acceptance by the Purchaser of, any Liability of any SCT Seller that (including, without limitation the Excluded Liabilities) which otherwise is not an specifically assumed by the Purchaser under this Agreement (including Assumed Liability, whether Liabilities) or not related required to be assumed by the Purchased AssetsPurchaser by law.

Assumption of Liabilities. (a) At the Closing, Purchaser shall assume and shall become responsible for the payment, performance and satisfaction of all In partial payment of the Purchase Price, the Buyer shall assume, and hereby covenants and agrees to timely perform, pay or discharge, only the following Liabilities of obligations, liabilities and commitments, and no other obligations, liabilities or commitments whatsoever (collectively, the SCT Sellers:“Assumed Liabilities”): (i) all of the Liabilities with respect to any Purchased Asset; obligations, liabilities and (ii) commitments of the Liabilities reflected on Sellers and the Balance SheetHealth Center Operator under the Transferred Contracts, but only to the extent not satisfied prior that such obligations, liabilities and commitments relate to Closing, and any Liabilities occurring in the ordinary course of the Business period from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant Date or to the terms of Section 10 hereof for breaches of representations and warranties relating to extent that Buyer receives a credit therefor against the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser Purchase Price pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay2.6, all Liabilities of and specifically excluding any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate liability arising thereunder for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred breach thereof that occurred prior to the Closing Date.; (cii) Purchaser shall not assume or become liable for any Liability all of any SCT Seller that is not an Assumed Liabilitythe obligations, whether or not liabilities and commitments of the Sellers arising under the Sellers’ Personal Income Protection Plan (“▇▇▇▇”), but in the case of ▇▇▇▇ deposit liabilities, only to the extent set forth on Schedule 4.8(d) (as updated through the Closing Date); (iii) all of the obligations, liabilities and commitments of the Sellers related to or otherwise in respect of the Purchased AssetsFreedom Village Master Trusts, but in the case of refund liabilities secured by the Freedom Village Master Trusts, only to the extent set forth on Schedules 4.8(a) (as updated through the Closing Date); (iv) all of the obligations, liabilities and commitments of the Sellers to refund the entrance fees or deposits under the Life Care Contracts that are listed on Schedule 4.8 (as updated through the Closing Date) that are terminated on or after the Closing Date; (v) all Straddle Entrance Fee Refunds; (vi) all liability for the amount of all accrued (vested or unvested) vacation, personal time, time off, holiday or sick leave as of the Closing Date for Transferred Employees (which shall be assumed by Buyer’s manager or lessee), but only to the extent that Buyer receives a credit therefor against the Purchase Price pursuant to Section 2.6(b); and (vii) to the extent not otherwise described in clauses (i) through (vi) of this Section 2.2, any specifically identified payment obligation(s) of the Sellers or the Health Center Operator for which the Buyer receives a corresponding credit(s) against the Purchase Price pursuant to Section 2.6.

Assumption of Liabilities. On the Closing Date, Purchaser shall, by execution and delivery of the Assumption Agreement, assume and thereafter pay, perform and discharge each of the following (collectively referred to herein as the "Assumed Liabilities"): (a) At all of Seller's obligations, liabilities and commitments under the Contracts and the "Non-Transferable Contracts" (as this term is defined in Section 5.2 below), attributable to the period subsequent to the Closing, Purchaser shall assume and shall become responsible for the payment, performance and satisfaction of ; (b) all of the following Liabilities total current liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance SheetSeller, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Date Balance Sheet Sheet; (collectivelyc) all state and local sales, the "Assumed Liabilities"). Notwithstanding the assumption use and franchise taxes, or their equivalents, payable as a consequence of the Assumed Liabilities by sale of the Assets under this Agreement and "Purchaser, 's Escrow Costs" (as this term is used in the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities.Escrow Agreement); (bd) All Liabilities sponsorship and adoption of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(aPension Plans described in Schedule 3.10(A), including, without limitation, all obligations and liabilities of Seller and the Newspaper (whether arising before or after Closing) shall be referred to herein as "Excluded Liabilities," which shall include under or in respect of the Pension Plans described in Schedule 3.10 annexed hereto, including, without limitation, all liabilities for benefits for each participant or former participant in the Pension Plans, (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation paywho was an employee of the Newspaper on the Closing Date, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee who retired or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement otherwise terminated his or other benefits payable by reason of any charges incurred her employment prior to the Closing Date., with a right (whether immediate or deferred) to receive payments from the Pension Plans, or (iii) who was otherwise receiving payments from the Pension Plans as of the Closing Date; (ce) all liabilities and obligations associated with the employment or termination upon or after the Closing of all "Continuing Employees" (as this term is used in Section 5.5(a) below), including, without limitation, (i) all such obligations of Seller for salaries, vacation and holiday benefits, severance payments, bonuses, retirement benefits, welfare benefits and other forms of compensation, benefits or other payments, (ii) all obligations of Seller under the Retention Agreements with respect to the payment of the "Retention Bonuses" and the "Separation Pay" referred to therein, and (iii) all other obligations of Purchaser shall not assume referred to in Section 5.5(a); (f) all liabilities, costs and expenses (including all costs of defense thereof and judgments rendered therein) relating to all litigation, proceedings, actions, causes of action, demands, claims and assessments, administrative or become liable for any Liability otherwise, involving the Newspaper, the Newspaper Business or the Assets commenced or asserted after the Closing which derive from transactions or states of fact occurring after the Closing Date, or which otherwise accrue after the Closing; (g) all obligations, liabilities and costs and expenses (including attorneys fees) arising out of Purchaser's use of any SCT Seller that is not an Assumed Liabilityand all names, whether logos or not related to symbols or any variant thereof employing the Purchased Assets.names or words "▇▇▇▇▇" or "Tower" in any respect after the Closing Date, as more specifically provided in Section 1.20(d) above; and

Assumption of Liabilities. (a) At Subject to the Closingsatisfaction or waiver of the conditions set forth in this Agreement, at the Closing and as of the Closing Date, the Buyer shall or shall cause the applicable Designated Purchaser to assume and agree to pay, discharge or perform when due only the following Liabilities (except to the extent that such Liabilities constitute Liabilities of the Transferred Subsidiaries which shall be assumed by the Buyer and/or the Designated Purchaser by operation of law through its purchase of the Transferred Shares pursuant to Section 2.1): (i) all Liabilities related to the Consumables Business and reflected on the balance sheet of the Consumables Business dated as of December 31, 2004, which is contained in Section 4.1(g)(i) of the Company Disclosure Schedule (the “Consumables Business Balance Sheet”), other than any Excluded Liabilities; (ii) all other Liabilities related to the Consumables Business incurred after the date of the Consumables Business Balance Sheet not in violation of the terms of this Agreement which would have been required to be reflected on the Consumables Business Balance Sheet under GAAP if such Liabilities were incurred on or prior to the date of the Consumables Business Balance Sheet, other than any Excluded Liabilities; (iii) all Liabilities arising under the Contracts (other than with respect to any Seller Plans) to the extent such Liabilities (A) arise in the ordinary course of business consistent with past practice pursuant to the terms of such Contracts, (B) were not due to have been satisfied or discharged prior to the Closing Date, and (C) have not arisen as a result of a default or breach of such Contract by the Company or its Subsidiaries; (iv) all warranty Liabilities to the extent such Liabilities (A) arise in the ordinary course of business consistent with past practice under the terms of the Contracts or under the Uniform Commercial Code and (B) were not due to have been satisfied or discharged prior to the Closing Date; (v) all customer service and support obligations following the Closing relating to the products manufactured by the Process Business to the extent such obligations (A) arise in the ordinary course of business consistent with past practice under the terms of the Contracts related to the Process Business or under the Uniform Commercial Code and (B) were not due to have been satisfied or discharged prior to the Closing Date; (vi) all accounts payable arising out of the operation of the Process Business prior to the Closing Date and accrued in the ordinary course of business on the balance sheet of the Process Business under GAAP as of the Closing Date; provided, however, that the aggregate amount of such accounts payable shall not exceed $350,000; (vii) all Liabilities arising as a result of the post-Closing operation of the Consumables Business or the Transferred Process Operations or the post-Closing ownership or use by the Buyer and its Subsidiaries of the Transferred Assets; and (viii) all Liabilities for all earned but unpaid base salary, bonuses, vacation, sick leave and unreimbursed business expenses that are accrued in the ordinary course of business consistent with past practice and reflected on the balance sheet of the Consumables Business or the Process Business, as the case may be, under GAAP as of the Closing Date, and which are not incurred in violation of Section 5.2 and are payable to Closing Date Employees. The Liabilities assumed by Buyer and/or the Designated Purchaser pursuant to this Section 2.3(a), along with the Liabilities which shall be assumed by Buyer and/or the Designated Purchaser through the purchase of the Transferred Shares pursuant to Section 2.1, shall collectively be referred to herein as the “Assumed Liabilities.” (b) Neither the Buyer nor any Designated Purchaser shall assume and shall become responsible for pursuant to this Agreement or the payment, performance and satisfaction of all of the following transactions contemplated hereby any Liabilities of the SCT SellersCompany or any of its Subsidiaries other than the Assumed Liabilities, and the Company and its Subsidiaries shall retain all such other Liabilities, including: (i) any claim or Liabilities related to or arising out of the Liabilities with respect to use or ownership of any Purchased Asset; and Excluded Assets; (ii) Liabilities, whether of the Transferred Subsidiaries or otherwise, to the Company or any other Subsidiary or Affiliate of the Company; (iii) any Liabilities reflected of the Company and the Transferred Subsidiaries, whether arising prior to, on or after the Balance SheetClosing Date, to the extent arising from or as a result of the conduct of any business of the Company or such Transferred Subsidiaries other than the Consumables Business, other than those expressly contemplated in Section 2.3(a) (iii) through (viii); (iv) claims or Liabilities arising out of or otherwise with respect to or in connection with the Reorganization; (v) Liabilities relating to any Consumables Business Employee or Process Business Employee, whether or not satisfied arising under or in respect of any Company Plan, other than those expressly assumed by the Buyer and/or the applicable Designated Purchaser as set forth in Section 2.3(a) (viii) and Section 5.9(a); (vi) any Liability of the Company or any Affiliate (other than the Transferred Subsidiaries) of the Company for Taxes relating to any Pre-Closing Tax Period; (vii) Liabilities under or relating to Environmental Laws to the extent relating to events or conditions existing as of, or prior to Closingto, and any Liabilities occurring the Closing Date, other than routine maintenance or similar obligations in the ordinary course of the Business from and after the date business; (viii) any Liability of the Balance Sheet as reflected Company or its Subsidiaries to any broker, finder or agent, including ▇▇ ▇▇▇▇▇ & Co., LLC, for any investment banking or brokerage fees, finder’s fees or commission with respect to the transactions contemplated by this Agreement; (ix) any Liability with respect to a claim for personal injury (including wrongful death) and/or property damage arising out of pre-Closing occurrences and based on product liability, strict liability or other similar theories of recovery, whether arising in contract or tort or otherwise; (x) any Liability with respect to the Closing Balance Sheet wrongful discharge claim in France by the Company’s former employee, which employee was an employee of Argonaut Technologies, A.G.; (collectively, xi) any Liability with respect to the "Assumed Liabilities"). Notwithstanding the assumption mass spectrometer referred to in Section 4.1(f)(1) of the Assumed Liabilities by Purchaser, Company Disclosure Schedule; (xii) any other Liability which the Sellers agree that they are responsible Company has expressly agreed to indemnify Purchaser for its Losses retain pursuant to the terms provisions of this Agreement other than this Article II; and (xiii) except to the extent expressly set forth in Section 10 hereof for breaches of representations and warranties 2.3(a) or elsewhere in this Agreement, Liabilities relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities Acquired Businesses, the Transferred Assets, the Transferred Subsidiaries, the Transferred Shares, the Process Business, the Process Business Employees or the Consumables Business Employees or arising out of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided operation or ownership of the Acquired Businesses, the Transferred Subsidiaries or the Transferred Shares or the employment of the Consumables Business Employees or the Process Business Employees, in Section 5.13(e) with respect to accrued vacation payeach case, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. The Liabilities retained by the Company and its Subsidiaries pursuant to this Section 2.3(b) are referred to herein as the “Excluded Liabilities”). (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At Subject to Section 2.2(b), in partial consideration of the transfer to Purchaser of the Acquired Assets, Purchaser, at the Closing, Purchaser shall assume assume, and shall become responsible for the paymentthereafter pay, performance and satisfaction of fulfill, perform or otherwise discharge when due, all of the following Liabilities liabilities and obligations of the SCT Sellers: (i) the Liabilities with respect Sellers relating to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, or attributable to the extent not satisfied prior to ClosingAcquired Businesses or the Acquired Assets as of the Closing Date, whether actual or contingent, liquidated or unliquidated, known or unknown, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet no others (collectively, the "Assumed Liabilities"). Notwithstanding ): (i) all liabilities and obligations relating to the assumption period on and after the Closing Date under the Assumed Contracts and the Real Property Leases which are validly assigned to Purchaser whether or not there are any written contracts or agreements with respect thereto; (ii) all liabilities and obligations relating to the period on and after the Closing Date under the Permits held by or on behalf of Sellers, which are validly assigned to Purchaser; (iii) all liabilities and obligations relating to the period on and after the Closing Date under or arising from the Permitted Liens; (iv) those certain liabilities and obligations to or for the benefit of the Assumed Liabilities by PurchaserTransferred Employees provided in Article VII (including, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms extent deducted in computing Non-Cash Working Capital, accrued vacation); (v) in respect of sales of Products on and after the Closing Date, all obligations and liabilities with respect to billbacks, promotions, coupons or other marketing programs or initiatives instituted by Sellers that are in effect at Closing (collectively, "Promotions"); (vi) subject to Purchaser's rights under Article X with respect to Section 10 hereof 3.14, all refunds, returns, replacement, deductions, warranty claims, obligations and liabilities (A) relating to Products sold or manufactured by the Acquired Businesses prior to the Closing, including without limitation, any such liabilities or obligations deducted in computing Non-Cash Working Capital or (B) which arise from Inventory held on the Closing Date; (vii) subject to Purchaser's rights under Article X with respect to Section 3.14, any liability or obligation relating to, resulting from or arising out of claims for breaches personal injury of any kind or death or property damage related to the use of or exposure to Products manufactured by the Acquired Businesses prior to the Closing Date, including without limitation, any such liabilities or obligations deducted in computing Non-Cash Working Capital; (viii) subject to Purchaser's rights under Article X with respect to Section 3.11 and Section 3.22, any liability or obligation relating to, resulting from or arising out of claims (A) that the Acquired Businesses were operated prior to the Closing in violation of, or that the use, operation or condition of any of the Acquired Assets failed to comply with, any statute, law, rule, regulation, ordinance, decree or order applicable thereto or (B) that are within the scope of the representations and warranties relating set forth in Section 3.22; and (ix) the accrued expenses described in Schedule 1.0 to the Purchased Assets and Assumed Liabilitiesextent such expenses are included in the computation of Non-Cash Working Capital. (b) All Liabilities Notwithstanding anything to the contrary in Section 2.2(a), neither Purchaser nor Holdings shall assume, or in any way be liable or responsible for, any of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as following liabilities and obligations of Sellers, whether actual or contingent, liquidated or unliquidated, known or unknown (the "Excluded Liabilities," which shall include "): (i) except as otherwise any profit or loss of Sellers derived from the sale provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained for by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and this Agreement; (ii) any claim liabilities or obligations of Sellers other than those relating to the Acquired Businesses; (iii) any liability or obligation under Contracts or Permits of Sellers or Real Property Leases that are not validly assigned to Purchaser; (iv) except to the extent deducted in computing Non-Cash Working Capital as contemplated by a Hired Employee Sections 2.2(a) (iv), (vi) and (vii), any accounts payable or an eligible dependent under such Employee Benefit Plan accrued expenses of, or relating to, the Acquired Businesses for insurance, reimbursement any period prior to the Closing Date; (v) any intercompany debt or other benefits payable liability or obligation between the Acquired Businesses and any of the Sellers or any Affiliate of Sellers; (vi) subject to Article VII, any liability or obligation of Star-▇▇▇▇ to Transferred Employees arising prior to the Closing Date which is not deducted in computing Non-Cash Working Capital; (vii) in respect of sales of Products prior to and including the Closing Date, all obligations and liabilities with respect to Promotions instituted by reason Sellers not deducted in computing Non-Cash Working Capital; (viii) except as provided in Sections 2.6(e) and 11.15, any liability of Sellers or Heinz (including any charges obligation to contribute to the payment of a Tax determined on a consolidated, combined or unitary tax basis with respect to a group of persons that includes or included Sellers or Heinz), for any Taxes, whether incurred, accrued or assessed prior to, on, or after the Closing Date; (ix) any liability of Sellers arising out of activities undertaken by Sellers or incurred by Sellers subsequent to the Closing Date; (x) all liabilities and obligations relating to the Excluded Assets; (xi) all liability with respect to any of the matters set forth on Schedule 3.10; (xii) any liability pertaining to an event which occurred on or before the Closing Date to the extent of payments actually received by Sellers from Seller's insurance net of costs and expenses incurred by Sellers in connection therewith; or (xiii) except as provided in Section 2.6(e) and 11.15, any tax liability of Sellers or their Affiliates whether or not relating to the use or ownership of the Acquired Assets or the operation of the Acquired Businesses for periods ending on or prior to the Closing Date. (c) After the Closing, Purchaser shall not assume be solely responsible for (i) except as is otherwise set forth in Article VII, any liability or become liable for obligation to Transferred Employees arising from Purchaser's hiring or termination of such employees and (ii) any Liability other liability or obligation arising from its or Holding's use or operation of any SCT Seller that is not an Assumed Liability, whether the Acquired Businesses or not related to the Purchased Acquired Assets.

Assumption of Liabilities. (a) At On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume assume, effective as of the Closing, and from and after the Closing, Purchaser shall become responsible for the paymenttimely perform and discharge in accordance with their respective terms, performance and satisfaction of all of the following Liabilities of Sellers (collectively, the SCT Sellers“Assumed Liabilities”), and no other Liabilities: (a) all Liabilities of Sellers under the Purchased Contracts arising after Closing other than Liabilities arising out of an act or omission of Sellers that occurred prior to the Closing; (b) Liabilities arising from the sale of Products in the Ordinary Course of Business after Closing pursuant to product warranties, product returns and rebates, Liabilities arising from damages sustained by Products when in transit or during the installation process, whether sold before, on, or after the Closing Date, that are not a result of a manufacturer’s defect, and the obligations of Sellers to hang screens on windows previously sold, whether before or after Closing; (c) trade accounts payable incurred in the Ordinary Course of Business existing on the Closing Date (including, for the avoidance of doubt, (i) the Liabilities with respect to any Purchased Asset; invoiced accounts payable and (ii) the Liabilities reflected on the Balance Sheet, accrued but uninvoiced accounts payable) to the extent not satisfied prior to Closing, and any Liabilities occurring included in the ordinary course calculation of the Business from Closing Working Capital; (d) all liabilities and obligations for (i) all transfer taxes and all other Taxes applicable to the transfer of the Purchased Assets pursuant to this Agreement and (ii) Taxes that arise after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Business, the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically or any liability or obligation assumed by Purchaser pursuant to this Section 2.2(a2.3; (e) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) all other Liabilities with respect to accrued vacation pay, the Purchased Assets or the Transferred Employees arising after the Closing; (f) all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Planset forth on Schedule 2.3(f); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date.and (cg) all Liabilities relating to amounts required to be paid by Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assetshereunder.

Assumption of Liabilities. 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 foregoing and except as otherwise provided above, except for the liabilities and obligations to be assumed by Buyer pursuant to Section 1.4, Buyer will not be responsible for any of the following (collectively, the “Retained Liabilities”): (a) At liabilities, obligations or debts of Seller, whether fixed, contingent or mixed and whether based on events occurring before or after the Closing, Purchaser shall assume including without limitation those based on tort, contract, statutory or other claims or involving fines or penalties payable to any governmental authority; (b) liabilities, obligations or debts of Seller and shall become responsible its Subsidiaries (other than the Foreign Subsidiaries) for any 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 termination of Seller’s employees or any other liability imposed on Buyer under a successor liability theory under ERISA or other applicable Law with respect to pre-closing activities or liabilities of Seller; (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 payment, performance and satisfaction liquidation of all Seller; (g) any obligation of Seller to indemnify any Person (including any Seller Stockholders) by reason of the following Liabilities fact that such Person was a director, officer, employee, or agent of Seller or any of its Subsidiaries or was serving at the SCT Sellers: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 whether such indemnification is pursuant to any statute, charter document, bylaw, agreement or otherwise); and (h) all costs and expenses of Seller with respect to the Agreement and the transactions contemplated thereby; (i) liabilities or obligations of Seller under any Environmental Law; and (j) liabilities or obligations of Seller to pay any fee, commission or broker’s of finder’s fees in connection with this Agreement or any of the Liabilities with respect transactions contemplated hereby to any Purchased Asset; and (ii) agent, broker, Person or firm acting on behalf of Seller, including without limitation the Liabilities reflected on the Balance Sheetfees payable to Seller’s investment bankers, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed LiabilitiesThinkEquity Partners LLC. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At On and after the ClosingClosing Date, Purchaser the Buyer shall be responsible for and hereby assumes and agrees to perform, pay and discharge the following liabilities, obligations and commitments of the Seller relating to the Business (the "Assumed Liabilities"): (i) all trade accounts payable and accrued expenses of the Seller relating to the Business incurred in the ordinary course of business through the Closing Date, other than liabilities and liens for Taxes or deferred Taxes, accounts payable which are outstanding for more than three (3) months as of the Closing Date and accounts payable that are contingent or are not fixed in amount as of the Closing Date; (ii) all obligations of the Seller relating to the Business continuing after the Closing under the Assumed Contracts set forth in Part 3.17(a) of the Disclosure Schedule; (iii) all other liabilities and obligations of the Seller specifically set forth in Part 2.2 of the Disclosure Schedule; and (iv) any liability in respect of product liability, product warranty and other claims and obligations respecting products and services as contemplated in Section 2.3(a). (b) The Buyer shall not at the Closing assume or agree to perform, pay or discharge, and the Seller shall remain unconditionally liable for, all obligations, liabilities and commitments, fixed or contingent, of the Seller other than the Assumed Liabilities including, but not limited to, all pre-Closing Date obligations and liabilities of the Seller, of any nature whatsoever. (c) Notwithstanding any provision herein to the contrary, the Buyer shall be solely liable for the prompt and full discharge of the Assumed Liabilities and also for any liabilities arising from, or in connection with the Assets acquired by the Buyer after the consummation of the transactions contemplated hereby. (d) For greater certainty, and without limiting the generality of Section 2.2(b), Seller shall remain liable for and shall become responsible for pay, satisfy, discharge, perform and fulfill, all other obligations and liabilities of Seller which are not Assumed Liabilities existing, accrued or accruing (whether direct or indirect, known or unknown) as at the paymentClosing (the "Excluded Liabilities"), performance and satisfaction of all of including, without limitation, the following Liabilities of the SCT Sellersobligations and liabilities: (i) any liability for Taxes payable, collectible or remittable by the Liabilities with Seller in respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date Assets in respect of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred period prior to the Closing Date, and, for greater certainty real property and other similar Taxes levied with respect to the Assets for a taxable period that includes but does not end on the Closing Date shall be apportioned between the Seller and the Buyer such that the Seller shall be liable for the amount determined by multiplying the Taxes to be apportioned by a fraction, the numerator of which is the number of days in the taxable period up to and including the Closing Date and the denominator of which is the total number of days in the period, and the Buyer shall be liable for the balance. (cii) Purchaser shall any liability owing to any lender of the Seller, including without limitation, any bank overdrafts or bank indebtedness and any indebtedness or liabilities owing under any trust indenture, mortgage, promissory note, loan agreement, guaranty or other contract for the borrowing of money; (iii) any liability in respect of a Contract not assume disclosed in this Agreement; (iv) any liability of Seller owing to Buyer or become liable for any Liability Affiliate of Buyer; (v) any SCT Seller that is not an Assumed Liability, whether liability or not related obligation in respect of the causes of action and grievances described in the Disclosure Schedules; (vi) any liability or obligation relating to the Purchased Excluded Assets; and (vii) any intercompany payables from Seller to any Affiliate of Seller.

Assumption of Liabilities. (a) At Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and effective as of the Closing, Purchaser Buyer shall assume assume, and shall become responsible for the paymentagree to pay, performance perform and satisfaction of all of discharge when due, the following Liabilities of Seller (collectively, the SCT Sellers:“Assumed Liabilities”): (ia) The obligations under purchase orders and sales orders relating to the Business either actually known to M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or set forth on Section 1.3(a) of the Seller Disclosure Schedule, except for any liabilities arising out of (A) the Liabilities failure of Seller or any of its affiliates to comply with the terms of any such orders during the period prior to Closing; (B) indemnity obligations of Seller and its affiliates under orders arising primarily out of events occurring prior to the Closing; or (C) purchase orders for any portion of the inventory included in the calculation of Inventory Value which is included in the Purchase Price; (b) obligations under the Los Angeles Lease with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business period from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date.Closing; (c) Purchaser shall not assume or the accrued vacation, sick pay and paid time off owing to the employees of Seller located in Seller’s Los Angeles facility covered by the Los Angeles Lease (the “LA Employees”) and located in Seller’s San Francisco facility (the “SF Employees”), in each case, who become liable Transferred Employees as set forth on Section 1.3(c) of the Seller Disclosure Schedule for each such Transferred Employee; (d) the obligations of Seller under the Business Contracts, but only to the extent such obligations arise from and after the Closing; and (e) any Liability of any SCT Seller that is not an Assumed LiabilityBuyer which relates to, whether or not related to arises out of, directly or indirectly, the Purchased Assetsoperation of the Business or Buyer’s use of the Assets from and after the Closing.

Assumption of Liabilities. (a) At From and after the Closing, Purchaser the Buyer shall assume and shall become responsible for the paymentBuyer hereby agrees to pay, performance perform and satisfaction of discharge when due, all of the following Liabilities liabilities and obligations of the SCT Sellers: Seller, other than the Excluded Liabilities (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations including but not limited to: (a) all trade payables and warranties relating to the Purchased Assets and Assumed Liabilities.accruals; (b) All Liabilities all administrative expenses incurred during the Bankruptcy Case; (c) all liabilities, obligations and duties arising under any and all Assumed Executory Contracts; (d) all obligations and liabilities of the Sellers not specifically assumed by Purchaser pursuant Seller with respect to Section 2.2(a) shall be referred Transferred Employees and Employees to herein as "Excluded Liabilities," which shall include (i) except as otherwise the extent provided in Section 5.13(e) 9 of this Agreement and all obligations and liabilities of the Seller with respect to accrued commissions and bonuses; (e) any wages, salary, severance, bonuses, commissions, vacation or holiday pay, post retirement medical benefits, fringe benefits, long-term disability benefits, life insurance benefits, any duties, obligations or liabilities arising under any employee benefit plan, policy or practice, whether defined by Section 3(3), ERISA or otherwise, relating to Employees or other amounts due to any Employees or former employees of the Business (the Seller shall transfer to the Buyer all Liabilities benefit plans, policies or practices, along with all associated funding vehicles, including but not limited to all reserves, trusts and insurance contracts, and take all actions necessary to effect such transfers from the Seller to the Buyer); (f) all liabilities for damages to Persons or property arising out of any Employee Benefit Plan heretofore sponsored or maintained alleged defects in Products manufactured by the CompanySeller, or arising under warranties issued by the Seller; (g) all liabilities to repair or replace, or to refund the sales price (plus commercially reasonable related expenses) of, Products manufactured by the Seller which any customer claims to be defective; (h) all obligations and liabilities with respect to equipment and machinery owned by any customer of the Seller or any ERISA Affiliate for other third party and in the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason possession of any charges incurred prior to the Closing Date.Seller; (ci) Purchaser shall not assume all liabilities relating to or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assetsarising under Environmental Laws; (j) all Transaction Fees; (k) all Taxes other than U.S. federal income Taxes; and (l) all Accepted Affiliate Payables.

Assumption of Liabilities. (a) At On the ClosingClosing Date, Purchaser the Buyer shall assume and shall become responsible for thereafter pay, perform and discharge when due and payable or required to be performed or discharged the payment, performance following (and satisfaction of all only the following) liabilities and obligations of the following Liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, Seller relating to the extent not satisfied prior to Closing, Business Product Lines and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet Transferred Assets (collectively, the "“Assumed Liabilities"). Notwithstanding the assumption ”): (a) all obligations, liabilities and commitments of the Assumed Liabilities Seller under the Transferred Contracts, excluding any liability, obligation or commitment incurred by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant Seller arising from any breach thereof by the Seller prior to the terms Closing Date or the occurrence of Section 10 hereof for breaches of representations and warranties relating any event prior to the Purchased Assets and Assumed Liabilities.Closing Date which but for the giving of notice or lapse of time or both would constitute a breach or default thereof by the Seller; (b) All Liabilities all obligations and liabilities arising from the operation of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities Business Product Lines or the ownership of any Employee Benefit Plan heretofore sponsored the Transferred Assets arising on or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to after the Closing Date.; (c) Purchaser shall not assume or become liable for any Liability all obligations required to be assumed by the Buyer under Article 8 of any SCT Seller that is not an Assumed Liability, whether or not this Agreement; (d) all Taxes related to the Purchased AssetsBusiness Product Lines arising on or after the Closing Date; (e) all product liability claims asserted on or after the Closing Date or obligations associated with Product returns made on or after the Closing Date, in each case solely to the extent related to Products manufactured on or after the Closing Date; (f) warranty claims arising on or after the Closing Date for Products manufactured or sold on or after the Closing Date; and (g) all obligations regarding payment of customer rebates, discounts, allowances and other similar payments related to sales of Products, but only to the extent such obligations relate to commitments made by Buyer on or after the Closing Date. Notwithstanding the foregoing, nothing in this Section 1.3 shall limit Buyer’s rights to indemnification from Seller under this Agreement based upon a breach by Seller of its representations, warranties or covenants set forth in this Agreement or any other Transaction Document.

Assumption of Liabilities. (a) At On the terms and subject to the conditions set forth in this Agreement and the Sale Order, effective as of the Closing, Purchaser shall assume from the Sellers (and pay, perform, discharge or otherwise satisfy in accordance with their respective terms), and the Sellers shall become responsible for the paymentirrevocably convey, performance transfer and satisfaction of all of assign to Purchaser, the following Liabilities of (and only the SCT Sellers: (ifollowing Liabilities) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "“Assumed Liabilities"). Notwithstanding ”): (a) all Liabilities of Sellers arising from the assumption ownership of the Assumed Purchased Assets, arising after the Closing Date; (b) all Liabilities by Purchaser, the and obligations of Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to under the Purchased Assets and Assumed Liabilities. under the Assigned Contracts, including, without limitation, (bi) All Liabilities of the Sellers not specifically assumed by Purchaser all pre-petition cure costs required to be paid pursuant to Section 2.2(a365 of the Bankruptcy Code in connection with the assumption and assignment of the Assigned Contracts (such pre-petition cure costs are, collectively, the “Cure Costs”) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the post-Closing Date.liabilities; (c) Purchaser shall any Liabilities for trade payables arising out of the conduct of the Business and incurred after the Petition Date but on or before the Closing Date, each as listed on Schedule 1.3(c); (d) all open purchase orders set forth on Schedule 1.3(d) arising out of the conduct of the Business and Liabilities arising under drafts or checks outstanding at the Closing incurred in the Ordinary Course of Business; (e) the obligations to provide benefits or payments under the Assumed Plans; (f) all Liabilities for trade payables arising out of the conduct of the Business incurred on or prior to the Petition Date, set forth on Schedule 1.3(f), including, but not assume or become liable limited to, liability for any Liability goods under Section 503(b)(9) of the Bankruptcy Code; (g) 50% of the amount approved by the Bankruptcy Court to be paid by the Sellers to their employees pursuant to the Motion of the Debtors and Debtors in Possession for an Order Authorizing and Approving Performance-Based Incentives for Key Employees, up to a maximum of $1.6 million; and (h) 50% of the first $250,000 of Taxes owed by Sellers and arising in connection with the consummation of the transactions contemplated by this Agreement and 100% of any SCT Seller that is not an such amount above $250,000. The assumption by Purchaser of the Assumed LiabilityLiabilities shall not, whether or not related to in any way, enlarge the Purchased Assetsrights of any third parties relating thereto.

Assumption of Liabilities. (a) At On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall will assume or will cause one or more of its designees to assume, effective as of the Closing, and shall become responsible for the paymentwill timely perform and discharge in accordance with their respective terms, performance and satisfaction of all of only the following Liabilities existing as of the SCT Sellers:Closing Date and no other Liabilities of Sellers or any of their Affiliates (other than, for the avoidance of doubt, the Liabilities of the Acquired Entities that shall remain the Liabilities of the Acquired Entities (as Subsidiaries of Purchaser) from and after the Closing Date) (collectively, the “Assumed Liabilities”): (a) all Liabilities from the ownership or operation of the Purchased Assets or the Business by Purchaser solely to the extent such Liabilities first arise after the Closing; (b) any Assumed Cure Costs that Purchaser is required to pay pursuant to Section 2.5; (c) all Liabilities of Sellers under the Purchased Contracts that become due or are to be performed on or after, or in respect of periods following, the Closing Date, in each case excluding any Liabilities of Sellers resulting from, caused by or arising out of, or which relate to, directly or indirectly, the conduct of any Seller (or any of their current or former Representatives), or other actions, omissions or events occurring prior to the Closing which (i) the Liabilities with respect constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of any Law or (ii) relate to any Purchased Asset; Legal Proceeding against any Sellers or their predecessors or Affiliates whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened in each case under the preceding clauses (i) and (ii) that are not discharged by payment of the Assumed Cure Costs attributable to such Liability or that relate to events arising out of the Bankruptcy Cases; (d) all Liabilities reflected of the Sellers for accounts payable and other commercial or operating obligations to the extent such commercial or operating obligations would properly be recorded in the applicable line items set forth on the Balance SheetExhibit A, to the extent not satisfied incurred in the Ordinary Course of Business and first arising from and after the Petition Date to the extent unpaid prior to the Closing (the “Assumed Accounts Payable”); (e) all (i) Liabilities of the Assumed Benefit Plans, (ii) Liabilities for accrued but unpaid wages, salaries and benefits under Seller’s car allowance program and phone allowance program of Transferred Employees as of the Closing, and (iii) Liabilities in respect of wages, salaries and other compensation of Transferred Employees to the extent first arising after the Closing Date (collectively, the “Assumed Employee Liabilities”); (f) any and all Liabilities for Taxes related to or arising from or with respect to the operation of the Business, the Assumed Liabilities or the Purchased Assets for any Post-Closing Tax Period, in each case excluding any (i) Transfer Taxes or Mexican Taxes for which any Seller is responsible pursuant to Section 10.1 or (ii) Taxes attributable to the Excluded Assets or otherwise constituting Excluded Liabilities; (g) all Transfer Taxes for which Purchaser is responsible pursuant to Section 10.1; and (h) all Collective Bargaining Agreements to which any Seller is a party, together with any and all ancillary and related agreements, and any Liabilities occurring in the ordinary course of the Business arising from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties or relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing DateCollective Bargaining Agreements. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. Purchaser agrees that on and after the Closing Date, subject to Section 1.5 and the other terms and conditions of this Agreement and as consideration for the aforesaid transfer, conveyance and delivery: (a) At the Closing, Purchaser shall it will assume and shall become responsible for the payment, performance discharge and satisfaction pay all liabilities and obligations of all of the following Liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties Seller relating to the Purchased Assets deposits (as defined in 12 U.S.C. Section 1813(l)) which are booked to the Branches, and Assumed the related deposit accounts located at the Branches, including any related sweep accounts, whether represented by collected or uncollected funds, including, without limitation, all savings, checking and certificate accounts together with accrued interest, attributed on the records of Seller to the Branches as of the Closing Date (the “Deposits” or “Deposit Liabilities.”), the exact balances and accrued interest on which shall be certified by the Controller of Seller or his/her designee as of the Closing Date; (b) All Liabilities it will assume and thereafter fully and timely perform and discharge, in accordance with their terms, all of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities liabilities and obligations of any Employee Benefit Plan heretofore sponsored or maintained by Seller under the Company, any Seller or any ERISA Affiliate for the Hired Employees (Loans arising on and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to after the Closing Date.; (c) Purchaser shall not it will assume and thereafter fully and timely perform and discharge, in accordance with their terms, all of the liabilities and obligations of Seller under the Leases arising on and after the Closing Date; (d) it will assume and thereafter fully and timely perform and discharge, in accordance with their terms all safe deposit contracts and leases for the safe deposit boxes located at the Branches as of the Closing Date; (e) it will assume and thereafter fully and timely perform and discharge, in accordance with their terms, all of the liabilities and obligations of Seller respecting the Real Property, arising on or become liable for any Liability after the Closing Date; and (f) it will continue the operation of any SCT the Branches. No assurance can be given by Seller that is not an Assumed Liabilitythe present customers of the Branches will become or continue to be customers of Purchaser, whether or not related the same being at the sole discretion of such customers. During the period between execution of this Agreement and the Closing Date, Seller shall continue to conduct the Purchased Assetsbusiness of the Branches, including without limitation, the pricing and rates of the Deposits and the production and administration of the Loans, substantially in the manner as heretofore conducted, as contemplated by Article 5 hereof.

Assumption of Liabilities. 2.8.1. At the Non-License Transfer, Buyer shall assume, and shall agree to pay, perform and discharge as and when the same become due and payable or are required to be performed, (a) At all Liabilities arising on or after, and relating to the period from and after, the Non-License Transfer Date under the Station Contracts, (b) all Liabilities arising out of events occurring on or after the Non-License Transfer Date related to the business or operations of the Station or Buyer's ownership of the Non-License Assets, (c) all Liabilities for which Buyer receives a credit in connection with the calculation of the Proration Amount, and (d) the Assumed Accrued Employee Liabilities; provided, however, that the Assumed Liabilities shall not include any Liability under any Excluded Contract. 2.8.2. To the extent not assumed by Buyer at the Non-License Transfer, at the Closing, Purchaser Buyer shall assume assume, and shall agree to pay, perform and discharge as and when the same become responsible for due and payable or are required to be performed, (a) all Liabilities arising on or after, and relating to the paymentperiod from and after, performance the Closing Date under the Station Contracts and satisfaction the FCC Licenses, (b) all Liabilities arising out of all events occurring on or after the Closing Date related to the business or operations of the following Liabilities Station or Buyer's ownership of the SCT Sellers: Assets, (ic) all Liabilities for which Buyer receives a credit in connection with the calculation of the Proration Amount, and (d) the Liabilities with respect to any Purchased AssetAssumed Accrued Employee Liabilities; and (ii) the Liabilities reflected on the Balance Sheetprovided, to the extent not satisfied prior to Closinghowever, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of that the Assumed Liabilities by Purchaser, shall not include any Liability under any Excluded Contract. 2.8.3. Except for the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Buyer assumes no other Liabilities of any Employee Benefit Plan heretofore sponsored kind or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Datedescription. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At As of the ClosingClosing Date, Purchaser Buyer shall assume and shall become responsible for the paymentpay, performance perform and satisfaction of all of discharge in a timely manner according to their terms only the following Liabilities of Seller (the SCT Sellers:“Assumed Liabilities”): (i) Liabilities of Seller arising under the Liabilities with respect to any Purchased Asset; Assigned Contracts on and after the Closing Date; (ii) the Liabilities reflected of Seller set forth on the Balance SheetEstimated Statement, to as revised by the extent not satisfied prior to ClosingClosing Date Statement, including (A) trade account payables, payroll, payroll related Taxes, 401(k) matching contributions and any other accruals and other current Liabilities occurring of Seller arising in the ordinary course of business that remain unpaid at and are not delinquent as of the Business Closing Date, and (B) the obligation to provide or to perform services relating to ▇▇▇▇▇▇▇▇ in excess of costs or otherwise to be delivered or performed following the Closing; (iii) Liabilities of Seller related to any warranty claims by Seller’s customers with respect to work performed by Seller prior to the Closing Date pursuant to any of the Assigned Contracts (“Seller Warranty Liabilities”); (iv) All immigration-related Liabilities of or with respect to the Continuing Employees and the family members of such Continuing Employees being sponsored by Seller as of the Closing Date, including such family members set forth on Schedule 2.03(a)(iv) (as such schedule may, from and time to time, be amended by Seller after the date Closing to add such family members not reflected on such schedule as of the Balance Sheet as reflected Closing), and any prospective employees hired in accordance with the Transition Services Agreement; and (v) Other Liabilities of Seller, if any, listed on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed LiabilitiesSchedule 2.03. (b) All Liabilities of Notwithstanding anything contained in this Agreement to the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) contrary, except as otherwise provided expressly set forth in Section 5.13(e2.03(a) with respect to accrued vacation payabove, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser Buyer shall not assume or become liable or obligated in any way, and Seller shall retain and remain solely liable for and obligated to pay, perform and discharge all Liabilities of Seller, including all of the following (collectively, the “Excluded Liabilities”): (i) Liabilities under any Excluded Contracts; (ii) Except Seller Warranty Liabilities, Liabilities arising under any Assigned Contracts that relate to the time period prior to the Closing Date or arise out of events occurring prior to the Closing Date; (iii) Any forfeiture, claim or pending litigation or proceeding relating to the Business prior to the Closing Date; (iv) Any Liabilities under any Employee Benefit Plan; (v) Any Liabilities for severance payments or other payments incurred as a result of the termination of the employment of any employee or independent contractor who is not a Continuing Employee or Continuing Independent Contractor; (vi) Any Liabilities relating to a breach, violation or default under any agreement to which an employee of Seller is a party that relates to such employee’s employment by Seller; (vii) Any Liabilities for the broker’s fees, commissions or finder’s fees incurred by either of the Companies in connection with any of the transactions contemplated by this Agreement; and (viii) Any Liabilities for Taxes (A) of Seller for all taxable periods through the Closing Date, (B) which may be applicable to the Business or the Acquired Assets for any Liability of taxable period ending on or before the Closing Date and for any SCT Seller that is not an Assumed Liability, whether or not related taxable period beginning before and ending after the Closing Date to the Purchased Assetsextent allocable to the portion of such taxable period ending on the Closing Date, or (C) for which Seller is responsible pursuant to Section 7.07.

Assumption of Liabilities. (a) At Upon the terms and subject to the conditions of this Agreement, P▇▇▇▇▇▇▇▇ agrees, effective at the Closing, Purchaser shall to assume and shall become responsible for to satisfy and discharge when due the paymentLiabilities of Seller (other than the Retained Liabilities), performance and satisfaction of specifically set forth below (all of such Liabilities and other than the following Retained Liabilities of being herein collectively referred to as the SCT Sellers:“Assumed Liabilities”): (i) all Liabilities arising from the Exploitation of any Product after the Closing Date, including Liabilities for returns, rebates and chargebacks related to any of the Product shipped after the Closing Date; (ii) all Liabilities for Taxes relating to the Purchased Assets or the Product with respect to any a Post-Closing Tax Period, including those allocated in accordance with Section 11.8(b); (iii) all Liabilities for materials and services relating to the Purchased Asset; Assets contracted for in the ordinary course of business prior to the Closing pursuant to an Assumed Contract, but scheduled to be delivered or provided thereafter, and (ii) the all Liabilities reflected on the Balance Sheetto customers under purchase orders for Product that have not yet been shipped at Closing, in each case to the extent not satisfied related to any breach of Seller occurring prior to the Closing, and any ; (iv) all Liabilities occurring under Assumed Contracts (including Liabilities to customers under purchase orders made in the ordinary course of the Business sale and marketing of the Product consistent with past practice for any Product that has not been shipped prior to the Closing) relating to the period following the Closing Date, other than any Liabilities to the extent arising out of, or resulting from, a breach of any such Assumed Contract by Seller prior to the Closing Date; (v) all Liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury to any Person or property that resulted from and the use or misuse of the Product on or after the date Closing Date or otherwise relates to the Product sold (including any Proceeding relating to any such Liabilities) on or after the Closing Date, which, in the case of the Balance Sheet as reflected any split lots of Product, shall be determined based on the percentage of any such lot sold on or after the Closing Balance Sheet Date; and (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed vi) all other Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets or the Product, or Purchaser’s use thereof, solely to the extent that such are not Retained Liabilities, including to any Governmental Authority, and Assumed Liabilities. (b) All Liabilities of all fees arising from or related to any Intellectual Property included in the Sellers Purchased Assets, but only to the extent not specifically assumed by Purchaser pursuant related to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities or arising out of any Employee Benefit Plan heretofore sponsored act, omission or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred event occurring prior to the Closing DateClosing. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the Closing, and shall timely perform, pay and discharge in accordance with their respective terms, all of the Liabilities of Seller set forth below in this Section 2.3 only as set forth on Schedule 2.3 hereto, other than the Excluded Liabilities (collectively, the “Assumed Liabilities”): (a) At Liabilities of Seller under the ClosingPurchased Contracts; (b) Subject to and based upon Seller’s representations in Article V, Purchaser shall assume and shall become responsible Liabilities arising out of, relating to or with respect to any Employee Benefit Plan to the extent provided for in Article VIII; (c) Liabilities constituting or relating to accrued payroll for the paymentTransferred Employees only to the extent set forth on Schedule 2.1(a) hereto; (d) Liabilities constituting, performance and satisfaction or arising in connection with, accounts payable existing on the Closing Date (including, for the avoidance of all of the following Liabilities of the SCT Sellers: doubt, (i) invoiced accounts payable and (ii) accrued but uninvoiced accounts payable and (iii) other amounts that become payable following the Closing Date for which work has been performed for the AVL Business upon the formalization of the contractual relationship with the party performing the work) related to the AVL Business, including, but not limited to, production, sale, and operation of Seller’s SkyGuard and FleetHawk products; (e) all Taxes to be paid by Purchaser, as well as all sale and use taxes payable related to the production, sale and operation of the SkyGuard and FleetHawk products on sales after the Closing Date; (f) other Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance SheetAVL Business, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities.or the Transferred Employees arising after the Closing; and (bg) All Liabilities of the Sellers not specifically assumed relating to amounts required to be paid by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Datehereunder. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At the Closing, Closing hereunder Purchaser shall assume and shall become responsible for the paymentagree to pay, performance and satisfaction of all of discharge or perform, as appropriate, the following Liabilities liabilities and obligations of the SCT SellersSeller: (ia) identified trade payables (as set forth on Exhibit B) in an aggregate amount not to exceed $75,000 (the Liabilities with respect to any Purchased Asset; "Assumed Trade Payables") and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing September 30, 2000 Balance Sheet (collectivelyas defined in Section 3.4), and all liabilities and obligations that first arise on or after the "Assumed Liabilities"). Notwithstanding the assumption Closing Date in respect of the Assumed Liabilities by Purchaser, XET Division Business which remain unpaid and undischarged on the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities.Closing Date; and (b) All Liabilities all liabilities and obligations of Seller in respect of all contracts of Seller which relate to the XET Division Business including all leases for real property and equipment identified on Exhibit C attached hereto, including Seller's obligations as guarantor thereunder, and all obligations to provide normal customer service and warranty obligations to existing accounts for products shipped prior to the Closing Date, except that Seller agrees to reimburse Purchaser for all actual costs incurred by Purchaser in providing normal customer service and warranty obligations to existing accounts for products shipped prior to the Closing Date. In no event, however, shall Purchaser assume or incur any liability or obligation under this Section 1.6 or otherwise in respect of any of the Sellers not specifically assumed following: (o) any contingent liabilities that are alleged or claimed by Purchaser pursuant any third party to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided have arisen from defects in Section 5.13(e) with respect to accrued vacation payproducts, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim component thereof, manufactured by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred Seller prior to the Closing Date. (cp) Purchaser shall not assume any liability whatsoever to ▇▇▇▇▇ Fargo Business Credit, Inc. in relation to debts of Seller or become liable liens against Seller's Assets; (q) any federal, state or local income or other tax (i) payable with respect to the XET Division Business, assets, properties or operations of Seller or any affiliated entity for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related period prior to the Purchased Closing Date, or (ii) incident to or arising as a consequence of the negotiation or consummation by Seller, of this Agreement and the transactions contemplated hereby; (r) any liability or obligation under or in connection with the Excluded Assets; (s) any accrued payables (except as provided in Section 1.6(a) above); (t) any affiliate company inter-company payables; (u) any trade payables other than the Assumed Trade Payables; (v) any accrued expenses; (w) any accrued employee benefits, including vacation pay; (x) any liabilities of Seller to any of its affiliated companies; (y) except for Purchaser's responsibility to pay for its own cost of legal fees incurred to prepare purchase and sale documents, 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 fees and expenses of counsel, accountants and other experts; or (z) any liability or obligation of Seller to pay a brokerage or finder's fee or commission.

Assumption of Liabilities. Subject to the entry by the Bankruptcy Court of the Sale Order as set forth in Article 8 below, effective as of Closing: (a) At PRC-Mississippi and VVI (together, "Debtors") shall assume as their obligations as provided in Section 8.2, and shall assign to Purchaser in writing, all of Sellers' right, title and interest in and to the Closing, Executory Contracts to which they are parties; (b) PBLLC shall assign to the Purchaser all Executory Contracts to which it is a party; (c) Purchaser shall assume the accrued liability of PRC-Mississippi as of Closing to pay the ultimate winnings owed to individuals playing progressive slot machines, games primary progressive reserve, games reserve for top awards, slots reserve for top awards, poker progressive reserve, gift shop certificate liability, lost and found money, customer safekeeping deposits, players club accrual (or other outstanding complimentaries), outstanding chips/tokens and employee benefit accruals for holiday, vacation, personal day, sick day and severance benefits (collectively the "Casino Obligations"). 7 12 The progressive slot liability shall become responsible for the payment, performance be determined by a meter reading by Purchaser and satisfaction of all Seller at Closing. The remainder of the following Liabilities of the SCT Sellers:Casino Obligations shall be determined by Purchaser and Seller at Closing in accordance with good and customary gaming practice. (id) the Liabilities Purchaser shall assume all ordinary course, ongoing liabilities and obligations of PBLLC incurred with respect to any Purchased Asset; the operation of the Tower Hotel and Resort Hotel, including but not limited to the obligations to provide rooms to customers then staying at the hotel or who then have confirmed or unconfirmed reservations, to host meetings, conventions, banquets and other events then in progress or booked for future performance, to process cash payments, credit card and other payments for services rendered prior to and after Closing (iiwith all expenses and receipts to be prorated as provided in Section 2.4), to provide continuing space and/or services to concessionaires, and obligations relating to lost and found, safekeeping deposits, outstanding complimentaries and discounts, and employee benefit accruals for holiday, vacation, personal day, sick day and severance benefits (collectively, the "Hotel Obligations"). (e) Purchaser shall assume all ordinary course, ongoing liabilities and obligations of PBLLC incurred with respect to the Liabilities reflected on operation of the Balance SheetMarina, including but not limited to the obligations to provide temporary or indefinite mooring privileges to customers then having boats at the Marina or who have contracted for future mooring privileges, to process cash payments, credit card and other payments for services rendered prior to and after Closing (with all expenses and receipts to be prorated as provided in Section 2.4), and obligations relating to lost and found, long term storage, boat, motor and lift repairs and maintenance, outstanding discounts, and employee benefit accruals for holiday, vacation, personal day, sick day and severance benefits (collectively, the "Marina Obligations"). (f) Purchaser shall assume all ordinary course, ongoing liabilities and obligations of PBLLC incurred with respect to the operation of the Golf Course, including but not limited to the obligations to provide tee times and fulfill tournament reservations, to process cash payments, credit card and other payments for services rendered prior to and after Closing (with all expenses and receipts to be prorated as provided in Section 2.4), and obligations relating to lost and found, equipment rental, repairs, outstanding discounts, and employee benefit accruals for holiday, vacation, personal day, sick day and severance benefits (collectively, the "Golf Course Obligations," and together with the Casino Obligations, Hotel Obligations and Marina Obligations, the "Business Obligations"). The Purchaser shall execute written instruments of assignment and assumption satisfactory to Sellers, by which Purchaser shall agree to assume as Purchaser's primary obligations, and to timely pay and perform the Business Obligations and all obligations of the Sellers arising under the Executory Contracts, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business such obligations accrue from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding Before the hearing on the Sale Order, Debtors shall take all appropriate action to determine or to contest in good faith the cure amounts required to be paid to the various other parties to the Executory Contracts in order to permit the assumption by Debtors and assignment to Purchaser thereof pursuant to Section 365 of the Bankruptcy Code, and Debtors at their sole option shall either pay all such cure amounts in cash no later than Closing, or shall direct Purchaser in writing to pay such cure amounts out of the Cash Consideration otherwise required by this Agreement to be paid to Sellers at Closing. Other than the Assumed Liabilities by Purchaserand the Permitted Encumbrances, Purchaser is not assuming or, agreeing to pay for any liabilities or obligations of Sellers, or to take the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable subject to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee liability or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Dateencumbrances. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At On the ClosingClosing Date, Purchaser CSI shall assume and shall become responsible for the payment, performance and satisfaction of all of the following Liabilities unpaid accounts payable, debts, salary, wages, employee benefit obligations, paid-time off obligations and other obligations of the SCT Sellers: (i) PainCare Sub in connection with the Liabilities with respect to any Purchased Asset; and (ii) performance of its obligations under the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring Management Services Agreement arising in the ordinary course of business and consistent with past practices that exist as of or arise after the Business from Closing Date, including without limitation those liabilities set forth on those certain financial statements attached hereto as Exhibit 4(a) but excluding any management fees due to PainCare Sub under the Management Services Agreement which do not relate to the reimbursement of expenses paid to third parties on behalf of CSI (e.g., the excluding the Base Management Fee and the Bonus Management Fee) (collectively the “Assumed Liabilities”) and assume the obligations, liabilities, duties and responsibilities, including any liability for payments arising on and after the date Closing Date, under and pursuant to any and all agreements to which CSI or the PainCare Sub is a party with respect to the operation or management of CSI as set forth on Exhibit 4(b) (the “Assumed Contracts”) and such other leases, subleases, assumption of leases and similar arrangements of the Balance Sheet as reflected PainCare Sub related to real property utilized in CSI’s practice operations. CSI shall assume the Assumed Liabilities and the Assumed Contracts and hereby releases the Sellers from any and all continuing and further obligations or liabilities related to or arising from (i) the Assumed Liabilities or (ii) the Assumed Contracts which accrue or become due on or after the Closing Balance Sheet (collectivelyDate. On the Closing Date, the "Assumed Liabilities"Parties shall execute and deliver (i) a General Assumption of Liabilities Agreement in the form attached hereto as Exhibit 4(c). Notwithstanding the , evidencing CSI’s assumption of the Assumed Liabilities by PurchaserLiabilities, (ii) an Assignment and Assumption of Contracts Agreement in the Sellers form attached as Exhibit 4(d), evidencing CSI’s assumption of all of the Assumed Contracts (except for real property leases), and (iii) for the practice location, an Assignment and Assumption of Lease, in the form attached as Exhibit 4(e), evidencing CSI’s assumption of the leases for the CSI locations. The Purchasers hereby further agree that they are responsible shall execute any further documents, assignments or assurances in law or do any other thing that is reasonably necessary, desirable or proper in order for any third party to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of fully release the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided from any further continuing liabilities or obligations in Section 5.13(e) connection with respect to accrued vacation pay, all the Assumed Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing DateAssumed Contracts. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At The Purchaser hereby agrees, subject to Section 1.6 hereof and the Closingother terms and conditions of this Agreement, Purchaser that on and after the Closing Date it shall assume and shall become responsible for the paymentfully and timely perform, performance discharge and satisfaction of pay, in accordance with their respective terms, all of the following Liabilities liabilities and obligations of the SCT Sellers: (i) the Liabilities with respect Seller relating to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "“Assumed Liabilities"). Notwithstanding ”): (a) the assumption deposit accounts shown on the books and records of the Assumed Liabilities by PurchaserBranches as of the close of business on the Closing Date (including, without limitation, all checking, savings, certificate of deposit, individual retirement, ▇▇▇▇▇, money market, time deposit, repurchase agreements and sweep accounts) together with all accrued interest relating to such deposit accounts through the close of business on the Closing Date, all of such deposit accounts being listed on Exhibit 1.5(a) hereto (which Exhibit shall be updated to reflect new deposits made and deposits withdrawn or paid between the date of this Agreement and the Closing Date) and shall be delivered to the Purchaser at the Closing (collectively, the Sellers agree “Deposit Liabilities”); provided, that they are responsible the Purchaser will not assume any Pre-Closing Event Liability related to indemnify Purchaser for its Losses pursuant to the terms or in respect of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed such Deposit Liabilities.; (b) All Liabilities the performance of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation paycontractual obligations arising, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior relating to the period, after the Closing Date.Date under the Loans; (c) the Branch Leases, other than any Pre-Closing Event Liability related to or in respect of such Branch Leases; (d) the Assumed Contracts, other than any Pre-Closing Event Liability related to or in respect of such leases and contracts; (e) all safe deposit boxes and all rental agreements and contracts for the safe deposit boxes located at the Branches as of the Closing Date; (f) pursuant to Section 2.7, liabilities of Purchaser to any Transferred Employees; (g) all obligations of the Seller relating to the Branches in respect of Fiduciary Relationships related to Deposit Liability in respect of IRAs included in the Assumed Liabilities pursuant to Section 2.31; and (h) all liabilities or obligations which are expressly identified elsewhere in this Agreement as being assumed, performed, discharged or paid by the Purchaser. The liabilities and obligations described in this Section 1.5 that the Purchaser hereby agrees to assume and fully and timely perform, discharge and pay are referred to collectively in this Agreement as the “Assumed Liabilities”. Notwithstanding anything to the contrary contained in this Agreement, the Purchaser shall not assume or become liable for be bound by any Liability duties, responsibilities, obligations or liabilities of the Seller relating to the Seller or arising out of the Assets, the Excluded Assets, or the Branches, of any SCT kind or nature and whether known, unknown, contingent or otherwise, on or before the Closing Date, other than the Assumed Liabilities. After the Closing Date, the Seller that is not an Assumed Liabilityshall have no duties, whether responsibilities, liabilities or not related obligations under or with respect to the Purchased AssetsAssumed Liabilities.

Assumption of Liabilities. (a) At Subject to the Closingterms and conditions of this Agreement, on the Closing Date, Purchaser shall agrees to irrevocably assume and shall become exclusively responsible for the payment, performance and satisfaction of all of the following Liabilities of Seller related to the SCT Sellers:Business pursuant to the ▇▇▇▇ of Sale (collectively, the “Assumed Liabilities”): (ia) all Liabilities arising under the Liabilities with respect to any Purchased Asset; Assigned Contracts, the Real Property Leases and (ii) the Liabilities reflected on the Balance SheetPersonal Property Leases, to the extent arising following the close of Business on the Closing Date and which do not satisfied constitute a Liability relating to a breach under such Assigned Contracts, Real Property Leases or Personal Property Leases prior to Closing; (b) without duplication, to the extent owing as of the close of business on the Closing Date, the Accounts Payable listed on Schedule 2.3(b) and any Liabilities occurring other Accounts Payable arising after the date hereof in the ordinary course Ordinary Course of Business; and (c) all other Liabilities arising out of or relating to the operation of the Business from or the ownership of the Purchased Assets by Purchaser on and after the date of Closing Date that do not pertain to the Balance Sheet as reflected on period prior to the Closing Balance Sheet (collectively, Date. All Liabilities of Seller or the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties Business or relating to the Purchased Assets Assets, including, but not limited to (1) any liabilities or obligations associated with the Employee Benefits Plans and Assumed Liabilities. (b) All Liabilities any other employee plans, programs or arrangements maintained or contributed to by Parent or Seller, or as to which Parent or Seller has or could reasonably be expected to have any outstanding liability to or in respect of or obligation under, including but not limited to liabilities arising out of the Sellers establishment of, maintenance of, operation of, withdrawal from or termination of any such Employee Benefit Plans by Parent, Seller or any person with which Parent or Seller is required to be treated as a single employer under Section 4001(b) of ERISA, and (2) that certain Restated Employee Leasing Agreement made as of the 1st day of January, 2008 by and between (A) Century II Staffing, Inc., a Tennessee corporation (“Century II”), and (B) Seller and The Bode Technology Group, Inc. (a division of Parent), collectively (the "Employee Leasing Agreement"), other than the Assumed Liabilities (the “Excluded Liabilities”) are expressly not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Datethis Agreement. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At On the terms and subject to the conditions and limitations set forth in this Agreement, at the Closing, Purchaser shall assume assume, effective as of the Closing, and shall become responsible for the paymenttimely perform and discharge in accordance with their respective terms, performance and satisfaction of all of the following Liabilities (without duplication) existing as of the SCT SellersClosing Date (collectively, the “Assumed Liabilities”) and no others: (a) all Liabilities of Sellers under Leases and Contracts (other than Customer Orders which are provided for in Section 2.3(b)) arising after the Closing Date other than (i) the Liabilities with respect to any Purchased Asset; given Lease, Liabilities arising after the Applicable Lease Marketing Termination Date for such Lease and (ii) the with respect to any given Contract, Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and arising after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilitiessuch Contract is designated an Excluded Contract. (b) All any obligation of Sellers to procure, provide or deliver Inventory or other finished goods, furniture or merchandise in respect of a Customer Order; (c) Cure Costs for Purchased Contracts, Designee Contracts, Purchased Leases and Designee Leases and any rent payment obligations in respect of October 2005 for any Stores that are not Excluded Stores as of the Closing Date, provided, however, that any such amount assumed pursuant to this Section 2.3(c) in excess of $8,274,900.00 in the aggregate shall increase, on a dollar-for-dollar basis, the amounts owed to Purchaser under the DIP Credit Agreement; (d) Liabilities of Sellers for court approved severance to any Retained Employee arising following the Sellers Closing Date not specifically assumed by Purchaser pursuant to Section 2.2(aexceed $1,700,000.00 in the aggregate; (e) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) Such customer service and warranty claims arising after the Closing Date with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (merchandise and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement finished goods sold at Stores or other benefits payable by reason of any charges incurred Locations on or after the Petition Date but prior to the Closing Date as Purchaser may elect in its sole discretion, and obligations to perform warranty repair or replacement arising after the Closing Date with respect to merchandise or finished goods sold (other than in the Store Closing Sales at the Store Closing Locations which shall not be assumed under the Agency Agreement or this Agreement) on or after the Petition Date but prior to the Closing Date.; (cf) Purchaser shall not assume or become liable all Liability for any Liability the Operational Expenses identified in Section 2.5(e)(i); (g) all obligations under the Transition Services Agreement; (h) all Liabilities arising out of any SCT Seller that is not an Assumed Liability, whether or not related to Purchaser’s ownership of the Purchased AssetsAssets after the Closing Date; (i) all obligations of Sellers owed to General Electric Capital Corporation under the DIP Credit Agreement; and (j) all Transfer Taxes.

Assumption of Liabilities. (a) At On the ClosingClosing Date, Purchaser shall Buyer will assume and shall become responsible for the payment, performance and satisfaction of all of agree to discharge the following Liabilities liabilities and obligations of Seller (the SCT Sellers:"Assumed Liabilities"): (i) the Lease obligations arising on or after the Closing Date (specifically excluding any obligations necessary to cure defaults existing as of the date of the filing of the petition with the Bankruptcy Court) arising under the Lease Documents and Tenant Leases described on Schedule 2.1(c); (ii) the obligations arising on or after the Closing Date (specifically excluding any obligations necessary to cure defaults existing as of the date of the filing of the petition with the Bankruptcy Court, any obligations under Medicare, Medicaid, CHAMPUS, FEHBA, and RRRB provider agreements or provider numbers and any Contracts described as an Excluded Asset) arising under the Contracts listed on Schedule 2.1(d) and under all other Contracts entered into in the ordinary course of business and consistent with past practice which involve an aggregate amount payable of $50,000 or less or which terminate or can be canceled by Buyer within one year from the Closing Date without penalty; and (iii) Current Liabilities, to the extent included in or reserved against in the Final Adjustment Report pursuant to Section 3.3 hereof. (b) Buyer will not assume, and will not be liable for, any Liabilities of Seller other than the Assumed Liabilities. Without limiting the generality of the foregoing, Buyer will not assume (i) any Liabilities due to third party payors, including without limitation, private insurers, private pay patients, governmental payors including Medicare, Medicaid, CHAMPUS, FEHBA, RRRB or other third party payors, including cost report reimbursements and settlements, repayments, fines or other liabilities or obligations, to the extent such Liabilities relate to the period prior to the Closing Date; (ii) any Liabilities with respect to curing defaults under any assumed Contracts or Lease Documents pursuant to 11 U.S.C. ss. 365; (iii) any Liabilities resulting from the rejection of any Contracts or Lease Documents pursuant to 11 U.S.C. ss. 365; (iv) any Liabilities of Seller to the Noteholders, pursuant to the Senior Notes or otherwise, to the holders of Vendell Common Stock or other capital stock, or to the holders of options to purchase Vendell Common Stock; (v) any Liabilities under any Contracts pursuant to which the performance by Buyer or Seller thereunder would be in violation of Law; (vi) any Liabilities associated with the administration of the bankruptcy estate of Vendell; (vii) any Liabilities to employees of Seller, whether pursuant to employee benefit plans, employment contracts, bonus plans or otherwise except for accrued vacation pay, sick pay, paid time off and unpaid health insurance claims to the extent included in the Final Adjustment Report pursuant to Section 3.3 hereof; (viii) any Liabilities associated with the closing or sale of one or more of the Marketed Hospitals or associated with facilities closed prior to the date hereof; or (ix) any Liabilities with respect to any Purchased Asset; and (iiEmployee Benefit Plans. Buyer will accept no assignment of any Medicare, Medicaid, CHAMPUS, FEHBA or RRRB provider agreements or provider numbers. Liabilities described in this Section 3.6(b) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as the "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets."

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement at the Closing, Buyer shall assume, pay, perform and discharge in due course the following (and only the following) Liabilities (the “Assumed Liabilities”): (a) At All Liabilities of Seller with respect to the ClosingLease, Purchaser shall assume Sublease and shall become responsible for the payment, Tenant Improvement Settlement Agreement that arise from and after the Closing Date; (b) all Liabilities of Seller with respect to the performance and satisfaction of all of the following Liabilities of Transferred Contracts to the SCT Sellers: extent accruing after Closing and not related to a breach by Seller prior to Closing (i) the except for those Retained Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"Client Acquisition Agreement). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date.; (c) Purchaser shall not assume the payment of up to $150.00 per month per space for parking spaces for ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇, for so long as each of the aforementioned individuals is employed by or become liable consulting for any Liability Buyer; (d) all Liabilities of any SCT Seller that is not an Assumed Liability, whether or not related with respect to the Purchased AssetsAmerican Express and Chase credit cards held by ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ accruing from December 2006 forward. For the avoidance of doubt, Seller shall be responsible for paying the statements for each card in full with a payment due date in December 2006. Buyer is responsible for payment of all statements with a payment due date in January, 2007 and all statements thereafter. (e) monthly cell phone bills of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ for as long as each is a full-time employee (as defined in their respective consulting and employment agreements). IN NO EVENT SHALL THE ASSUMPTION BY BUYER OF THE ASSUMED LIABILITIES IMPEDE BUYER’S RIGHT TO SEEK INDEMNIFICATION FROM SELLER WITH RESPECT TO ANY CLAIM OR LIABILITY CONSTITUTING A BREACH OF ANY REPRESENTATION OR WARRANTY MADE BY SELLER HEREUNDER. Buyer shall take, or cause to be taken, all actions necessary to cause the assumption on the Closing Date by Buyer of the Assumed Liabilities, including without limitation the execution and delivery at the Closing of the Assignment and Assumption Agreement.

Assumption of Liabilities. (a) At On the terms and subject to the conditions set forth in this Agreement, at the Closing, pursuant to the Sale Order, Purchaser shall assume will assume, effective as of the Closing, and shall become responsible for the paymentwill timely perform and discharge in accordance with their respective terms, performance and satisfaction of all of the following Liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding ): (a) all Liabilities of any kind or character to the assumption extent resulting from or arising out of or in connection with Purchaser's or its Affiliates' use, operation, possession or ownership of or interest in the Purchased Assets and/or the Business, in each case, following the Closing; (b) any Assumed Cure Costs that Purchaser is required to pay pursuant to Section 2.5; (c) all Liabilities of Sellers under the Purchased Contracts that arise on or after the Closing Date; (d) all Liabilities of Sellers arising out of or relating to (i) the Transferred Permits/Licenses, including such Liabilities thereunder arising out of or relating to all Reclamation and post-mining Liabilities of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to Business or the Purchased Assets and Assumed Liabilities. (b) All such Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) thereunder arising with respect to accrued vacation paythe Interim Period, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee mine operation or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not safety compliance matters related to the condition of the Purchased Assets or the mining areas of the Business, but excluding any Excluded Pre-Closing Fines, (iii) the Purchased Assets' or the Business's compliance with Environmental Laws, and (iv) any conditions arising from a spill, emission, release or disposal into the environment of, or human exposure to, hazardous materials resulting from the operation of the Business or Purchased Assets; (e) any Transfer Taxes; (f) all Trade Payables arising after the Petition Date that remain unpaid in the Ordinary Course of Business of Sellers as of the Closing Date (the "Assumed Payables"); and (g) all Liabilities listed on Schedule 2.3(g).

Assumption of Liabilities. (a) At the ClosingClosing Time and subject to Section 4.3, Purchaser the Service Provider shall assume assume, and be solely and exclusively liable for, and shall become responsible for the paymentpay, performance perform and satisfaction of discharge when due, all of the following Liabilities of Liabilities, other than the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance SheetExcluded Liabilities, to the extent not satisfied prior to Closingthat they are related to, or in connection with, the Purchased Assets or the Subject Gaming Sites and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet whether direct or indirect, known or unknown, fixed or contingent (collectively, the "“Assumed Liabilities"”). Notwithstanding the assumption of the Assumed , including: (a) save and except as otherwise provided herein, all such Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets or the Subject Gaming Sites, including under the Real Property Leases, the CN Licence, the Parking Licence, the Kent Street Parking Licence, the Fallsview Retail Subleases and Assumed Liabilities.the Contracts, arising from or relating to events or matters (i) occurring or becoming due and payable prior to the Closing Time, to the extent that the Service Provider receives a credit for such Liabilities in accordance with Section 4.3(f), or (ii) occurring or becoming due or payable after the Closing Time; (b) All all such Liabilities of the Sellers relating to amounts that are, or become, due and payable but which have not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include been paid for (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation paygoods ordered but not delivered, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee services ordered but not rendered, in each case, in the Ordinary Course to the Subject Gaming Sites prior to the Closing; (c) all such Liabilities relating to maintenance of the IT Hardware, arising from or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement relating to events or other benefits matters (i) occurring or becoming due or payable by reason of any charges incurred prior to the Closing Date., to the extent that the Service Provider receives a credit for such Liabilities in accordance with Section 4.3(f), or (ii) occurring or becoming due or payable on or after the Closing Date; (cd) Purchaser all such Liabilities relating to the Existing Operator Customer Loyalty Program, including the obligation to ensure the continuation of the honouring of all benefits and rewards accrued to Players thereunder on and subject to the terms and conditions under which such benefits were earned or received; (e) all such Liabilities relating to the Site Gift Certificates, including the obligation to ensure the continuation of the honouring of all Site Gift Certificates on and subject to the terms and conditions under which such Site Gift Certificates were issued; and (f) all such Liabilities relating to the reservations and bookings described in the Forward-Looking Historical Non-Gaming Information. The Service Provider acknowledges that, subject to Section 14.1(a)(vi), from and after the Closing, the Employee Holdco will remain solely and exclusively liable for, and shall not assume or become liable for any Liability pay, perform and discharge when due, all of any SCT Seller that is not an Assumed Liabilityits Liabilities, whether direct or not related to the Purchased Assetsindirect, known or unknown, fixed or contingent.

Assumption of Liabilities. (a) At On the Closingterms and subject to the conditions set forth in this Agreement and the Sale Order, on the Closing Date, the Purchaser shall assume and shall become responsible for the payment, performance and satisfaction of all of only the following Liabilities of Sellers (collectively, but in all cases excluding the SCT Sellers:Excluded Liabilities, the “Assumed Liabilities”): (a) any and all Liabilities of Sellers under each Assigned Contract; (b) the obligation to pay the amounts owed (and no other Liabilities) for goods or services received by Sellers in the Ordinary Course of Business in respect of any trade and vendor accounts payable arising prior to, on or after the Petition Date, including, without limitation, the critical trade and vendor payables listed on Schedule 2.3(b) (such critical payables, the “Critical Payables”); (c) any and all Liabilities arising under any Assumed Plan (to the extent transferable in accordance with the existing terms and conditions of the applicable Assumed Plan); (d) all outstanding obligations under the DIP Loan Documents, which shall be paid in full on the Closing; (e) all unpaid payables to Critical Payables or permitted under the Budget, as defined in the DIP Loan Agreement and not paid as of the Closing; (f) all Liabilities under the AARP Agreement and the obligation to deliver a substitute letter of credit to the AARP on the Closing Date to collaterally secure the Purchaser’s performance under such Contract; (g) all Liabilities arising out of the conduct of the Business or ownership of the Purchased Assets on or after the Closing Date; (h) any amounts owing to HEARx West LLC by any Seller, including, without limitation, the obligation to pay to HEARx West LLC any and all amounts due from Sellers to HEARx West LLC, plus accrued interest thereon at the rate designated by HEARx West LLC, at the Closing under this Agreement to repay any and all loans made by HEARx West LLC to any Seller; (i) the Liabilities with respect promissory notes issued by Sellers to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, certain companies which sold assets or businesses to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date.Petition Date as listed on Schedule 2.3(i), (and Seller has informed Purchaser that certain of the promissory notes delivered by Seller which are listed on such Schedule 2.3(i) are related to certain covenants not to compete issued to Sellers by such payees); (cj) Purchaser shall not assume or become liable for all Liabilities arising under the Siemens Litigation; and (k) any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assetsadditional Liabilities set forth on Schedule 2.3(k).

Assumption of Liabilities. The Purchaser hereby agrees, subject to Section 1.6 hereof and the other terms and conditions of this Agreement, that on and after the Closing Date it shall assume and fully and timely perform, discharge and pay, in accordance with their respective terms, all of the liabilities and obligations of the Seller relating to: (a) At the Closingdeposit accounts attributed to the Branch as of the close of business on the day immediately preceding the Closing Date (including, Purchaser without limitation, all checking, savings, certificate of deposit, individual retirement, ▇▇▇▇▇, money market, time deposit, repurchase agreements and sweep accounts) together with all accrued interest relating to such deposit accounts, all of such deposit accounts being listed on Exhibit 1.5(a) hereto (which Exhibit shall assume be updated to reflect new deposits made and deposits withdrawn or paid between the date of this Agreement and the Closing Date) and shall become responsible be delivered to the Purchaser at the Closing (collectively, the “Deposit Liabilities”); (b) the Real Property; (c) all safe deposit boxes and all rental agreements and contracts for the payment, performance and satisfaction of all safe deposit boxes located at the Branch as of the following Liabilities Closing Date; (d) the operation from and after the Closing Date of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring Branch in the ordinary course of business, including, without limitation, the Business payment or provision of salary, compensation and employee benefits to the Employees (as hereinafter defined) arising from and after the date of Closing Date; and (e) all liabilities or obligations which are expressly identified elsewhere in this Agreement as being assumed, performed, discharged or paid by the Balance Sheet Purchaser. The liabilities and obligations described in this Section 1.5 that the Purchaser hereby agrees to assume and fully and timely perform, discharge and pay are referred to collectively in this Agreement as reflected on the “Assumed Liabilities”. On and after the Closing Balance Sheet (collectivelyDate, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by PurchaserSeller shall have no duties, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant responsibilities, liabilities or obligations under or with respect to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. Without limiting the rights of Buyer under Article 14 for breaches of any representations or warranties of Seller made in Article 4, at the Closing, Buyer shall assume, and Buyer shall hereafter pay, perform and discharge when due, the following liabilities and obligations of Seller and no others (collectively, the “Assumed Liabilities”): (a) At all liabilities and obligations of Seller arising after the ClosingEffective Time under the Assigned Contracts, Purchaser shall assume along with Buyer Cure Cost Obligations; (b) all liabilities and shall become responsible obligations arising after the Effective Time under the Permits of Seller; (c) all liabilities and obligations relating to or arising out of those Mitigation Commitments set forth on the Mitigation Plan that have not been completed prior to the Effective Time, are ongoing, or are required to be implemented after the Effective Time, which liabilities and obligations, to the Knowledge of Seller, are listed on Schedule 1.3(c); (d) all liabilities and obligations of Seller for Transaction Taxes payable in connection with the paymenttransactions contemplated by this Agreement; (e) all liabilities and obligations of Seller arising under or relating to any environmental, performance health or safety matter (including any liability or obligation arising under any Environmental Law); (f) all liabilities and satisfaction obligations assumed by or agreed to be performed by Buyer or any of its Affiliates pursuant to this Agreement or any Ancillary Agreement; (g) all liabilities and obligations of Seller relating to or arising from the operation of the following Liabilities Business or the ownership of the SCT Sellers:Acquired Assets, on and after the Effective Time; (h) all liabilities and obligations of Seller to store, terminal or ship petroleum products of third parties; and (i) Buyer’s portion of prorated Taxes, fees and expenses set forth in Article 11. Other than the Assumed Liabilities with respect to and the Permitted Encumbrances, the sale of the Acquired Assets shall be free and clear of any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, all Encumbrances to the extent not satisfied prior to Closing, provided by the Bankruptcy Code (including Sections 105 and any Liabilities occurring in the ordinary course 363(f) thereof) or by order of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed LiabilitiesBankruptcy Court. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At On the ClosingClosing Date, Purchaser Buyer shall assume the liabilities which accrue under the Contracts on and shall become responsible for after the payment, performance and satisfaction of all closing of the following Liabilities transactions contemplated herein (the "Closing"), and the liabilities which result from the operation of the SCT Sellers: Stations by Buyer after Closing. Buyer shall not assume or undertake to pay, satisfy or discharge any other liabilities, obligations, commitments or responsibilities of Seller, including, without limitation, (i) any obligations or liabilities under any contract, agreement or lease not included in the Liabilities Contracts, (ii) any obligations or liabilities under the Contracts relating to the period prior to the Closing except for those obligations or liabilities arising out of the Trade Agreements or Barter Agreements assumed by Buyer and subject to adjustment pursuant to Article IV, (iii) any obligations or liabilities relating to or arising out of any claims or pending litigation proceedings, (iv) any obligations or liabilities of Seller under any agreement or arrangement, written or oral, with respect salaried or non-salaried employees of the Stations, other than those obligations or liabilities of Seller under the employment agreements set forth on Schedule 1.3 and agreements or arrangements with employees of the Stations that Buyer has identified pursuant to Section 8.10(b) as agreements or arrangements that Buyer will assume from Seller and provided further, that Buyer actually hires such employees pursuant to such agreements or arrangements (as opposed to entering into new employee agreements or arrangements with such employees), (v) any Employee Plan and (vi) any obligations or liabilities to any Purchased Asset; employee of the Stations for accrued commissions, vacation time or sick leave, and all such obligations and liabilities shall remain and be the obligations and liabilities of Seller. If any Contract requires the consent of third parties for assignment, but (i) such consent has not been obtained as of the Closing Date, as required by Section 9.2.7, and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course case of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectivelyMaterial Contracts, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any Buyer waives such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior condition precedent to the Closing Datein its sole discretion, then Buyer shall assume Seller's obligations under such Contract only for the period after Closing during which Buyer receives the benefits to which Seller is currently entitled under such Contract (unless consent is subsequently obtained and such delay has not prejudiced Buyer, and unless the failure of Buyer to receive benefits under such Contract is due to Buyer's failure to perform Seller's obligations thereunder after Closing). (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At On the terms and subject to the conditions set forth in this Agreement, at the applicable Closing, Purchaser NB Group shall assume cause the Corresponding NB Trust Company to assume, effective as of such Closing, and shall become responsible for the payment(subject to and in accordance with Section 7.16) to timely perform and discharge in accordance with their respective terms, performance and satisfaction of all of only the following Liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet Assignors (collectively, the "“Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities.”): (ba) All all Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(aapplicable Assignor under the Transferred Contracts, but excluding any Liabilities (including any Liabilities for breaches thereof) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored arising or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable relating to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee period ending on or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date.; (b) all Liabilities of the applicable Assignor under the Transferred Real Property Leases, but excluding any Liabilities (including any Liabilities for breaches thereof) arising or relating to any period ending on or prior to the Closing Date; (c) Purchaser shall not assume at the New York Closing, Liabilities of ▇▇▇▇▇▇ National Bank TC relating to or become liable for any Liability arising out of any SCT Seller that is not an Assumed LiabilityNew York Succeeded Relationship, whether including any Liabilities arising from or not in connection with the transfer of any such Relationships to NB National Bank TC; (d) at the Delaware Closing, Liabilities of ▇▇▇▇▇▇ Delaware TC relating to or arising out of any Delaware Succeeded Relationship, in each case to the extent arising from facts, events or circumstances occurring after the date such Relationship becomes a Delaware Succeeded Relationship, and including any Liabilities arising from or in connection with the transfer of any such Relationships to NB Delaware TC; (e) Liabilities of Assignors related to the Purchased Assetsemployment or termination of employment of any Transferred Employee, in each case to the extent arising from events and circumstances occurring after the Closing, including any liabilities with respect to the payment of the guaranteed bonuses to employees named on Schedule 7.2(b)(iv), in the amounts set forth on a schedule that was previously provided to NB Group, but excluding in all cases any Liabilities with regard to the Benefit Plans; and (f) All those current Assumed Liabilities which are included in the calculation of New York Closing Net Working Capital or Delaware Closing Net Working Capital. For the avoidance of doubt, Assumed Liabilities shall not include any Excluded Liabilities.

Assumption of Liabilities. ​ (a) At Upon the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at the Closing, Purchaser shall to assume and shall become responsible for to satisfy and discharge when due the paymentLiabilities of Seller (other than the Retained Liabilities), performance and satisfaction of specifically set forth below (all of such Liabilities and other than the following Retained Liabilities of being herein collectively referred to as the SCT Sellers:“Assumed Liabilities”): ​ (i) all Liabilities arising from the Exploitation of any Product after the Closing Date, including Liabilities for returns, rebates and chargebacks related to any of the Product shipped after the Closing Date; ​ (ii) all Liabilities for Taxes relating to the Purchased Assets or the Product with respect to any a Post-Closing Tax Period, including those allocated in accordance with Section 11.8(b); (iii) all Liabilities for materials and services relating to the Purchased Asset; Assets contracted for in the ordinary course of business prior to the Closing pursuant to an Assumed Contract, but scheduled to be delivered or provided thereafter, and (ii) the all Liabilities reflected on the Balance Sheetto customers under purchase orders for Product that have not yet been shipped at Closing, in each case to the extent not satisfied related to any breach of Seller occurring prior to the Closing, and any ; ​ (iv) all Liabilities occurring under Assumed Contracts (including Liabilities to customers under purchase orders made in the ordinary course of the Business sale and marketing of the Product consistent with past practice for any Product that has not been shipped prior to the Closing) relating to the period following the Closing Date, other than any Liabilities to the extent arising out of, or resulting from, a breach of any such Assumed Contract by Seller prior to the Closing Date; ​ (v) all Liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury to any Person or property that resulted from and the use or misuse of the Product on or after the date Closing Date or otherwise relates to the Product sold (including any Proceeding relating to any such Liabilities) on or after the Closing Date, which, in the case of the Balance Sheet as reflected any split lots of Product, shall be determined based on the percentage of any such lot sold on or after the Closing Balance Sheet Date; ​ (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed vi) all other Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets or the Product, or Purchaser’s use thereof, solely to the extent that such are not Retained Liabilities, including to any Governmental Authority, and Assumed Liabilities. (b) All Liabilities of all fees arising from or related to any Product Registrations and Intellectual Property included in the Sellers Purchased Assets, but only to the extent not specifically assumed by Purchaser pursuant related to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities or arising out of any Employee Benefit Plan heretofore sponsored act, omission or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred event occurring prior to the Closing Date.Closing; and ​ (cvii) all Liabilities for branded prescription drug fees occurring after January 1, 2017, it being understood and agreed, for the avoidance of doubt, that Purchaser shall not assume or become liable for any Liability will report ownership of any SCT Seller that is not an Assumed Liability, whether or not related to Product NDCs on IRS Form 8947 beginning with the Purchased Assets.2017 reporting year (due November 2018). ​

Assumption of Liabilities. (a) At Subject to the terms and conditions set forth herein, from and after the Closing, Purchaser shall assume and shall become responsible for agree to satisfy, perform, pay and discharge when due solely the paymentfollowing liabilities and obligations of Seller (paragraphs (a), performance (b), (c) and satisfaction (d) below, collectively, the “Assumed Liabilities”): (a) liabilities and obligations of all Seller under Included Contracts included in the Assets that, by the terms of such Included Contracts, arise after the Closing (other than by virtue of a default or violation of any Included Contract occurring prior to the Closing), relate to periods following the Closing and are to be observed, paid, discharged, or performed as the case may be, at any time after the Closing; (b) Seller’s obligations to its customers under its standard Warranty Policy, as described in Section 2.3(b) of the following Liabilities of the SCT Sellers: Disclosure Schedule (i“Warranty Obligations”) the Liabilities with respect to any Purchased Assetproducts sold prior to (or after) the Closing and relating to Assets or the Divisions; (c) accounts payable, customer deposits and accrued expenses of each of the Divisions as of the Closing Date, in each case as identified on Section 2.3(c) of the Disclosure Schedule (the “Payables Schedule”), provided that the Seller shall update the Payables Schedule within thirty (30) days after the Closing to reflect any additions to accounts payable, customer deposits and accrued expenses as of the Closing Date; and provided, further that Purchaser shall not assume accounts payable which have been outstanding and are past due for longer than sixty (ii60) the Liabilities reflected on the Balance Sheet, days prior to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities.Date; and (bd) All Liabilities of the Sellers not specifically liabilities and obligations expressly assumed by Purchaser pursuant to Section 2.2(aArticle IX. (e) shall be referred to herein as "Excluded Liabilities," which shall include Within thirty (i30) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to days after the Closing Date. , Seller shall prepare and deliver to Purchaser a schedule identifying the accounts receivable acquired by the Purchaser pursuant to this Agreement, and the accounts payable and the purchases which will result in accounts payable (c“Purchases Clearing”) assumed by the Purchaser pursuant to this Agreement (the “Payables Adjustment Schedule”). The Payables Adjustment Schedule will include a determination of the amount by which such accounts receivable exceeds such accounts payable and Purchases Clearing (the “Closing Date Net Receivables”). If the Closing Date Net Receivables is less than $ , Seller shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related retain such accounts payable relating to the Purchased AssetsDivisions and the Assets so that the Closing Date Net Receivables equals or exceeds $250,000. For purposes of the Payables Adjustment Schedule, accounts receivable excludes prepaid expenses relating to the Assets and the Divisions and accounts payable and Purchases Clearing excludes unpaid commissions, accrued expenses and customer deposits relating to the Assets and the Divisions.

Assumption of Liabilities. (a) At the Closing, Purchaser Buyer shall assume and shall become responsible for the payment, performance and satisfaction of all of the following Liabilities liabilities and obligations of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, Sellers to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and existing after the date of the Balance Sheet as reflected on the Closing Balance Sheet Date (collectively, the "Assumed Liabilities"). Notwithstanding ): (i) all liabilities and obligations of Sellers to Piaget Swiss under the assumption Distributorship Agreements, the Boutique Agreement and the Consignment Agreement arising after the Closing Date; (ii) all liabilities and obligations of the Sellers under the Lease Agreement and the Assumed Liabilities Contracts accrued as of the Closing Date, which shall be set forth on the Closing Statement, or arising after the Closing Date; (iii) the after-sales service and warranty obligations of Sellers as set forth on warranty cards provided by Purchaser, the PISA to Sellers agree that they are responsible with each such item relating to indemnify Purchaser for its Losses Watches and Jewelry sold by Sellers pursuant to their rights under the Distributorship Agreements and the Boutique Agreement; (iv) the accounts payable of Sellers with respect to the Piaget Business, which are set forth on the Closing Statement, including, all amounts payable pursuant to any retail incentive program associated with the U.S. Distributorship Assets, the terms of Section 10 hereof which are set forth on Schedule 2.1.2(iv); (v) the New York City Rent or Occupancy Tax in respect of the space utilized by the Piaget Boutique accrued through the Closing Date, which shall be set forth on the Closing Statement; (vi) the amounts payable with respect to co-op advertising set forth on the Closing Statement as an accrual for breaches the liability for co-op advertising; and (vii) the amounts payable of representations and warranties Sellers with respect to gift certificates relating to the Purchased Assets and Assumed LiabilitiesPiaget Boutique, which shall be set forth on the Closing Statement. (b) All Liabilities of Anything in this Agreement to the Sellers contrary notwithstanding, Buyer does not specifically assumed by Purchaser pursuant to Section 2.2(a) assume, and shall not in any way be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored liable or maintained by the Companyresponsible for, any Seller liabilities or any ERISA Affiliate for obligations of Sellers other than the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing DateAssumed Liabilities. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall assume and agree to discharge only the following liabilities and obligations of Seller (the "Assumed Liabilities") pursuant to section 363(f) of the Bankruptcy Code and the Assignment and Assumption Agreement substantially in the form of Exhibit 3.2(e) attached hereto: (a) At all payment and performance obligations arising after the Closing, Purchaser shall assume Closing Date under the Acquired Contracts and shall become responsible for Acquired Real Property Leases (assuming the payment, performance Acquired Contracts and satisfaction of all Acquired Real Property Leases have been cured pursuant to section 365 of the following Liabilities of Bankruptcy Code and other than any liability or obligation arising prior to the SCT Sellers:Closing Date); (ib) the Liabilities all unpaid post petition accounts payables incurred by Seller with respect to any Purchased Asset; and (ii) the Liabilities reflected Acquired Operations on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and or after the date of the Balance Sheet filing for protection under the Bankruptcy Code, and arising or accruing in the ordinary course (or as reflected on required or approved by the Closing Balance Sheet Bankruptcy Court), but excluding any fees of professionals, financial advisors, or other similar Persons required to be approved by the Bankruptcy Court, and excluding any liability incurred pursuant to a key employee retention program, that are credited to the account of the Buyer in reduction of the Purchase Price pursuant to Section 3.4 (collectively"Acquired Payables"); (c) all liabilities for Assumed Taxes that are credited to the account of the Buyer in reduction of the Purchase Price or prorated pursuant to Section 3.4; (d) all Assumed Employee Liabilities that are credited to the account of the Buyer in reduction of the Purchase Price pursuant to Section 3.4; (e) all liabilities and obligations under Seller's gift card or gift certificate programs relating to the Acquired Operations, excluding any discount programs, tour bus vouchers, and various local cafeteria marketing programs (the "Assumed Gift Card Liabilities") that are proportionately credited to the account of the Buyer in reduction of the Purchase Price pursuant to Section 3.4 (the Buyer shall assume 100% of the Assumed Gift Card Liabilities notwithstanding that it receives only a 75% credit therefor); and (f) all liabilities and obligations arising as a result of Buyer's operation of the Acquired Assets after the Closing Date. Notwithstanding the Buyer's assumption of the Assumed Liabilities by Purchaser, shall in no way expand the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant rights or remedies of third parties against Buyer as compared to the terms of Section 10 hereof for breaches of representations rights and warranties relating to the Purchased Assets and Assumed Liabilitiesremedies which such parties would have had against Seller had this Agreement not been consummated. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At the Closing, Purchaser the Buyer shall assume and shall become responsible for the paymentagree to pay, performance perform and satisfaction of discharge, or cause to be paid, performed and discharged, when due all of the following Liabilities obligations and liabilities of the SCT Sellers: (i) Seller and its Subsidiaries incurred in connection with the Liabilities with respect to any Purchased Asset; Seller's marine electronics division and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business (other than those obligations and liabilities excluded from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet assumption pursuant to Section 1.05) (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser including without limitation: (a) The Seller's and its Subsidiaries' liabilities and obligations for its Losses pursuant to the terms of Section 10 hereof accounts payable, accrued expenses and for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities.sales commissions; (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued The Seller's and its Subsidiaries' liabilities and obligations for severance, wage and salary, vacation pay, and all Liabilities other employee claims, payments and benefits of any Employee Benefit Plan heretofore sponsored or maintained by the Companywhatever nature, any Seller or any ERISA Affiliate for the Hired Employees (including without limitation, severance obligations to Messrs. Kraft, Alexanderson, Sviokla, ▇▇▇▇▇▇▇▇▇▇ and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date.▇▇▇▇▇▇▇▇; (c) Purchaser shall not assume The Seller's and its Subsidiaries' liabilities and obligations to be performed or become liable discharged pursuant to purchase orders, contracts, agreements, leases, permits, approvals, and other documents, commitments, arrangements, undertakings, practices and authorizations included in the Assets; (d) The Seller's and its Subsidiaries' liabilities and obligations for any Liability of any SCT payroll, sales and other taxes; (e) The Seller's liabilities and obligations in connection with the Seller's marine electronics division and under that certain Asset Purchase Agreement dated June 11, 1996 between Seller that is not an Assumed Liabilityand Northern Airborne Technology Inc.; (f) The Seller's and its Subsidiaries' liabilities and obligations with respect to Seller's and its Subsidiaries' product warranty obligations and product liability claims; and (g) Such other liabilities and obligations, whether or not related to the Purchased Assetsif any, as are listed on Schedule 1.04.

Assumption of Liabilities. (a) At Subject to the Closingsatisfaction or waiver of the conditions set forth in this Agreement, at the Closing and as of the Closing Date, the Purchaser shall assume and shall become responsible for agree to pay, discharge or perform when due, only the payment, performance and satisfaction of all of the following Liabilities of the SCT Sellersexpressly set forth below: (i) subject to Section 2.4 hereof, all Liabilities arising under the Liabilities with respect Transferred Contracts relating to any Purchased Asset; and (ii) periods after the Liabilities reflected on the Balance SheetClosing, to the extent such Liabilities have not satisfied arisen as a result of a default or breach of any such Transferred Contract by the Company; (ii) all accrued and unpaid Liabilities related to compensation and Benefit Plans for the Transferred Employees relating to periods on or prior to the Closing Date as set forth on Schedule 2.2(a)(ii) attached hereto (the “Transferred Employee Liabilities”); (iii) all Liabilities related to the Transferred Assets to the extent relating to periods after the Closing, including arising out of the Purchaser’s use or ownership of the Transferred Assets relating to periods after the Closing; (iv) all Liabilities relating to any fees and expenses of the Purchaser or any of its Affiliates incurred in connection with this Agreement, the Acquisition or the transactions contemplated hereby or thereby, including any fees or expenses of counsel to, or any accountants, brokers, financial advisors or comparable other Persons, including Cantor ▇▇▇▇▇▇▇▇▇▇ & Co., retained or employed by, the Purchaser or any of its Affiliates; (v) all Liabilities occurring specified in Schedule 2.2(a)(v) attached hereto; (vi) all accounts payable of the Company, including all accounts payable relating to the Transferred Assets and the Business incurred by the Company prior to or at the Closing, but excluding the Company Transaction Expenses; and (vii) all Liabilities related to the Assumed Benefit Plans. ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 The Liabilities assumed by the Purchaser pursuant to this Section 2.2(a) shall collectively be referred to herein as the “Assumed Liabilities”. (b) Except as otherwise expressly provided in this Agreement or any Ancillary Agreement to which the Company is a party, the Company shall retain, and hereby covenants that it shall retain, all Liabilities other than the Assumed Liabilities, including: (i) all Liabilities related to or arising out of the Company’s use or ownership of the Excluded Assets; (ii) all Liabilities related to dividends, distributions, redemptions or otherwise related to Company Capital Stock or other securities including the dividends accrued on Company Series A Preferred Stock; (iii) all Indebtedness; (iv) all Excluded Taxes; (v) all Liabilities (other than Liabilities related to the Assumed Benefit Plans) related to (A) the Transferred Employees to the extent relating to periods on or prior to the Closing Date (including severance obligations, obligations related to stock options granted by the Company, or other rights under any Benefit Plan, but excluding the Transferred Employee Liabilities) and (B) all employees or other service providers of the Company who are not Transferred Employees; (vi) all Liabilities relating to any fees and expenses of the Company or its Affiliates incurred in connection with this Agreement, the Acquisition or the transactions contemplated hereby or thereby, including any fees or expenses of counsel to, or any accountants, brokers, financial advisors or comparable other Persons, including ▇▇▇▇▇▇▇ LLC, retained or employed by, the Company or its Affiliates (the “Company Transaction Expenses”); (vii) all transfer, assumption or assignment fees or expenses or other amounts or obligations paid or incurred in connection with or by reason of assigning or transferring the Transferred Contracts or other Transferred Assets and Assumed Liabilities to the Purchaser; (viii) with the exception of any Contracts included in the ordinary course Transferred Assets and terminated or cancelled by the Purchaser after Closing, any termination fee payable by the Company, the Purchaser or any of their respective Affiliates under any Contract as a result of the Business from and after Acquisition or the date of other transactions to be consummated at the Balance Sheet as reflected on Closing, including any Contract not transferable to the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches such Contract or assignable only upon the consent of representations the respective third party to such Contract and warranties such third party does not consent to the assignment to the Purchaser of such Contract pursuant to this Agreement; (ix) all Liabilities with respect to the Transferred Assets and the Leased Real Property arising pursuant to Environmental and Safety Laws to the extent relating to periods prior to or at the Purchased Assets Closing; ** ** Text Omitted and Assumed Liabilities.Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (bx) subject to Section 2.4 hereof, all Liabilities arising under or related to (A) the Contracts relating to periods prior to or at the Closing or (B) the Excluded Contracts regardless of time period; (xi) all Liabilities related to the Transferred Assets to the extent relating to periods prior to the Closing, including arising out of the Company’s use or ownership of the Transferred Assets relating to periods prior to or at the Closing; and (xii) all Liabilities related to Permitted Encumbrances to the extent arising prior to or at the Closing. All of the Liabilities of the Sellers not specifically assumed by Purchaser Company other than the Assumed Liabilities, which the Company covenants to retain pursuant to this Section 2.2(a) shall be 2.2(b), are referred to herein as "the “Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date”. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At On the Closingterms and subject to the conditions set forth in this Agreement and the Sale Order, on the Closing Date, the Purchaser shall assume and shall become responsible for the payment, performance and satisfaction of all of only the following Liabilities of the SCT Sellers (collectively, but in all cases excluding the Excluded Liabilities, the “Assumed Liabilities”): (a) any and all Liabilities of Sellers under each Assigned Contract; (b) the obligation to pay the amounts owed (and no other Liabilities) for goods or services received by Sellers in the Ordinary Course of Business in respect of any trade and vendor accounts payable arising prior to, on or after the Petition Date (other than the Siemens Agreements), including, without limitation, the critical trade and vendor payables listed on Schedule 2.3(b) (such critical payables, the “Critical Payables”); (c) any and all Liabilities arising under any Assumed Plan (to the extent transferable in accordance with the existing terms and conditions of the applicable Assumed Plan); (d) all Liabilities arising under the DIP Loan Documents (if the Purchaser or the Purchaser’s designee is the DIP Lender, all amounts due on the DIP Loan, and if the Purchaser or the Purchaser’s designee is not the DIP Lender, then, the DIP Loan shall be paid in full at the Closing); (e) all unpaid payables to Critical Payables or permitted under the Budget, as defined in the DIP Loan Agreement, and not paid as of the Closing. (f) the assumption of the Contract between the AARP and the Sellers and the obligation to deliver a substitute letter of credit to the AARP on the Closing Date to collaterally secure the Purchaser’s performance under such Contract; (g) all Liabilities arising out of the conduct of the Business or ownership of the Purchased Assets on or after the Closing Date; (h) any amounts owing to HEARx West, LLC by any of the Sellers:, including, without limitation, the obligation to pay to HEARx West, LLC any and all amounts due from Sellers to HEARx West, LLC, plus accrued interest thereon at the rate designated by HEARx West, LLC, at the Closing under this Agreement to repay any and all loans made by HEARx West, LLC to any of the Sellers; (i) the Liabilities with respect promissory notes issued by Sellers to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, certain companies which sold assets or businesses to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date.Petition Date as listed on Schedule 2.3(i), (and Seller has informed Purchaser that certain of the promissory notes delivered by Seller which are listed on such Schedule 2.3(i) are related to certain covenants not to compete issued to Sellers by such payees); and (cj) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assetsadditional Liabilities set forth on Schedule 2.3(j).

Assumption of Liabilities. (a) At the ClosingClosing hereunder and except as otherwise specifically provided in Section 1.8(e), Purchaser PRG shall assume and shall become responsible for the paymenttimely pay, performance discharge or perform, as appropriate, without duplication, each and satisfaction of all of the following Liabilities liabilities and obligations of Seller (collectively the "Assumed Liabilities") but no others: (a) all liabilities and obligations of Seller in respect of the SCT Sellers:Business if and to the extent that the same were reflected on the 1998 Balance Sheet and remain unpaid and undischarged on the Closing Date; (b) the indebtedness or other obligation of Seller to ▇▇▇▇▇▇ Bank pursuant to a line of credit or other loan in a maximum aggregate amount not to exceed $2,500,000 (payoff letters from ▇▇▇▇▇▇ Bank are attached as Schedule 1.8(b) hereto). (c) all liabilities and obligations of Seller arising in the regular and ordinary course of the Business from the 1998 Balance Sheet Date through the Closing Date, to the extent that the same remain unpaid and undischarged on the Closing Date, including all accrued payroll taxes, advanced ▇▇▇▇▇▇▇▇ to customers, accounts payable, wages and vacation payable, accrued state income and sales taxes and real estate taxes, jobs in progress as of the Closing Date, and all warranty work required to be performed by Seller in the ordinary course of business; and (d) all liabilities and obligations of Seller in respect of the agreements, contracts, commitments and leases which are specifically identified in any schedule required by and attached to this Agreement including those set forth on Schedule 1.8(d). (e) In no event, however, shall PRG assume or incur any liability or obligation under this Section 1.8 or otherwise in respect of any of the following liabilities or existing as of the 1998 Balance Sheet Date and which under GAAP should have been reflected on the 1998 Balance Sheet or the notes thereto as a liability or obligation, if and to the extent that the same were neither reflected on the 1998 Balance Sheet nor referenced on Schedule 1.8(e): (i) liabilities or obligations arising out of any breach by Seller of any provision of any agreement, contract, commitment or lease, including but not limited to liabilities or obligations arising out of Seller's failure to perform any agreement, contract, commitment or lease in accordance with its terms prior to the Liabilities Closing, except for warranty work in the ordinary course of business. (ii) except as set forth in Section 1.8(b), any indebtedness for borrowed money, including without limitation, any indebtedness arising under any note, debenture, bond, letter of credit agreement, loan agreement or other contract or commitment for the borrowing or lending of money relating to the Business or agreement or arrangement for a line of credit, or any guaranties, in any manner, whether directly or indirectly, of any indebtedness, dividend or other obligation of any other Person relating to the Business (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection); (iii) 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 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 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; (iv) any federal, state or local income or other Tax imposed on Seller or any Shareholder (i) payable with respect to the business, assets, properties or operations of Seller or any Purchased Asset; and Shareholder or any member of any affiliated group of which Seller or any Shareholder is a member for any period prior to the Closing Date, or (ii) incident to or arising as a consequence of the Liabilities reflected on negotiation or consummation by Seller or Shareholders of this Agreement and the Balance Sheet, to transactions contemplated hereby; (v) any liability or obligation under or in connection with the extent not satisfied Excluded Assets; (vi) any liability or obligation arising prior to or as a result of the Closing to any employees, agents or independent contractors of Seller, whether or not employed by PRG after the Closing, and or under any Liabilities occurring benefit arrangement with respect thereto, except for obligations incurred in the ordinary course of the Business from Business; (vii) any liability or obligation of Seller or any Shareholder arising or incurred in connection with the negotiation, preparation and after execution of this Agreement and the date consummation of the Balance Sheet as reflected on the Closing Balance Sheet transactions contemplated hereby (collectivelyincluding without limitation fees and expenses of counsel, the "Assumed Liabilities"accountants and other experts). Notwithstanding the assumption ; (viii) any liability or obligation of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible Seller or any Shareholder to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties or relating to the Purchased Assets and Assumed Liabilities.any Person affiliated with Seller; and (bix) All Liabilities of the Sellers any liability or obligation relating to any employee benefit plan not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) PRG, except as otherwise specifically provided above. The parties hereby acknowledge and agree that nothing contained in Section 5.13(e) with respect this Agreement shall be construed to accrued vacation payobligate PRG to continue any compensation, all Liabilities commission or similar arrangement following the Closing for the benefit of any Employee Benefit Plan heretofore sponsored or maintained of ANCHA's employees hired by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing DatePRG. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At the Closing, Purchaser the parties shall assume cause the Partnership to assume, and after Closing the Partnership shall become responsible for pay as and when due (subject to the paymentright, performance and satisfaction of all of in good faith, to contest amounts due) the following Liabilities of the SCT Sellers: following: (i) the Liabilities obligations of KBLP under the Existing Indebtedness (other than the KBHA Indebtedness and the PLT Indebtedness) pursuant to the applicable Existing Indebtedness Documents (with respect the liability of the Partnership being limited to any Purchased Asset; and the same extent, if any, as KBLP's liability is limited thereunder), (ii) the Liabilities reflected on liabilities and obligations of KBLP under the Balance Sheet, other Contracts (with the liability of the Partnership being limited to the extent not satisfied prior same extent, if any, as KBLP's liability is limited thereunder), (iii) environmental liabilities relating to Closingthe ownership, use, management or operation of the Property, (iv) real property, sales, occupancy, use and any Liabilities occurring other taxes and assessments relating to the ownership, use, management or operation of the Property (other than taxes in the ordinary course nature of income taxes of KBLP or any of its constituent partners), (v) the liabilities set forth on Schedule 2.2(a), (vi) the Asset Management Fee; and (vii) all other liabilities of KBLP relating to the use, management or operation of the Business from and after Property other than the date of the Balance Sheet as reflected on the Closing Balance Sheet KBLP Liabilities (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities Except as otherwise herein expressly provided, the Partnership shall not by virtue of the Sellers not specifically consummation of the Transactions be deemed to have assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as any KBLP Liabilities. "Excluded KBLP Liabilities," which shall include means (i) except as otherwise provided in Section 5.13(e) with respect any liabilities or obligations of KBLP that do not relate to accrued vacation paythe use, all Liabilities management or operation of any Employee Benefit Plan heretofore sponsored the Property, or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) the KBHA Indebtedness or the PLT Indebtedness, or (iii) any claim by a Hired Employee liabilities or an eligible dependent under such Employee Benefit Plan for insuranceobligations to Affiliates of KBLP (other than the Asset Management Fee), reimbursement or other benefits payable by reason regardless of whether any charges incurred prior of the same otherwise relate to the Closing Date. Property, and KBLP shall pay the KBLP Liabilities as and when they become due (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related subject to the Purchased Assetsright, in good faith, to contest amounts due).

Assumption of Liabilities. At the Closing: (a) At the Closing, Purchaser AMFM STATION. AMFM shall assume and shall become responsible for the payment, performance and satisfaction of assign to Bison all of its rights and privileges under all Time Sales Agreements, Trade Agreements and Miscellaneous Agreements relating to the following Liabilities AMFM Station and under the Contracts listed on Schedule 4.14 of the SCT Sellers: AMFM Disclosure Schedules (ibut excluding any Contract identified as a AMFM Excluded Asset) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed LiabilitiesAMFM Contracts"). Notwithstanding , and Bison shall assume and undertake to pay, discharge and perform all of AMFM's obligations and liabilities under the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that AMFM Contracts insofar as they are responsible to indemnify Purchaser for its Losses pursuant relate to the terms time on and after the Closing Date and arise out of Section 10 hereof for breaches events which occur after the Closing Date. Except as expressly provided in this Agreement, Bison shall not assume or become obligated to perform any debt, liability or obligation of representations and warranties relating AMFM whatsoever, including but not limited to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation payany obligations or liabilities under any Contract other than the AMFM Contracts, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee obligations or an eligible dependent liabilities under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred the AMFM Contracts relating to the period prior to the Closing Date. , (ciii) Purchaser shall not assume any claims or become liable pending litigation or proceedings relating to the operation of the AMFM Station prior to the Closing Date, (iv) any insurance policies of AMFM, (v) any obligations or liabilities of AMFM arising under capitalized leases or other financing agreements except as set forth on Schedule 4.14 of the AMFM Disclosure Schedules, (vi) any obligations or liabilities of AMFM under any employee pension, retirement, health and welfare or other benefit plans or collective bargaining agreements, (vii) any obligation to any employee of the AMFM Station for severance benefits, vacation time, or sick leave, (viii) any liability for any Liability taxes attributable to the KSKY Assets or the operations of the AMFM Station on or prior to the Closing Date, (ix) any SCT Seller that is not an Assumed Liabilityobligations or liabilities relating to the AMFM Excluded Assets, whether or not (x) any obligations or liabilities (A) arising out of or related to activities, events or transactions occurring, or conditions existing, on or prior to the Purchased AssetsClosing Date, or (B) caused by, arising out of, or resulting from any action or omission of AMFM on or prior to the Closing Date. All such obligations and liabilities shall remain and be the obligations and liabilities solely of AMFM.

Assumption of Liabilities. (a) At the Closing, Purchaser the Buyer shall assume the following (and shall become responsible for only the payment, performance following) liabilities and satisfaction of all obligations of the following Liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, Seller to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected existing on the Closing Balance Sheet Date, and no other liabilities or obligations of the Seller (collectively, the "specific liabilities to be assumed by the Buyer pursuant to this Section 2.3 being collectively referred to as the “Assumed Liabilities"). Notwithstanding the assumption ”): (a) all obligations of the Assumed Liabilities Seller under the Conveyed Leases and Scheduled Contracts that, by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations such Conveyed Leases and warranties relating Scheduled Contracts, relate solely to periods following the Purchased Assets and Assumed Liabilities.Closing or are to be observed, paid, discharged, or performed, as the case may be, in each case at any time after the Closing Date; (b) All Liabilities all unpaid ordinary course, regular trade accounts payable of the Sellers Business as of the Closing Date (other than payables to Affiliates of the Seller), up to the amount included on the Closing Statement (the “Assumed Accounts Payable”); and (c) all obligations of the Seller to pay for Current Inventory that would have constituted Conveyed Inventory as of the Closing Date were they not specifically assumed by Purchaser pursuant to Section 2.2(agoods-in-transit for which the Seller has not made full payment as of the Closing Date; (d) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect all liabilities of the Seller or Seller’s Affiliates related to accrued but unused vacation pay, of the Transferred Employees as of the Closing Date (the “Accrued Vacation Liabilities”) and all Liabilities severance liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate Seller’s Affiliates under the Seller’s or Seller’s Affiliates’ severance practice or plan described on Schedule 4.18(f) for the Hired Employees each Business Employee who becomes a Transferred Employee; and (and any amount attributable to any such Employee Benefit Plan); and (iie) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason all Accrued Expenses that are outstanding as of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser or a member of the Purchaser Group (as designated by Purchaser) shall assume, effective as of the Closing, and shall timely perform, pay and discharge in accordance with their respective terms, all Liabilities of Seller to the extent relating to the Purchased Assets other than the Excluded Liabilities (collectively, the “Assumed Liabilities”), including the following Liabilities: (a) At Liabilities of Seller under the Purchased Contracts; (b) Liabilities arising out of, relating to or with respect to (i) the employment or performance of services of any Transferred Employee with Seller or any of its Affiliates (including Liabilities for accrued and unpaid wages and accrued and unpaid vacation or other paid time off as of the Closing Date, to the extent included as a Current Liability or an adjustment to a Current Asset in the calculation of Net Working Capital), except to the extent constituting Excluded Employee Liabilities; (ii) all obligations to provide health care coverage continuation in accordance with COBRA to all Transferred Employees located in the United States and their qualified beneficiaries who incur or incurred a qualifying event at any time; and (iii) workers’ compensation or occupational health claims of any Transferred Employee; (c) Liabilities in respect of the sale of Products pursuant to product warranties, product returns and rebates; (d) accounts payable of Seller relating to the Business or the Purchased Assets (including, for the avoidance of doubt, (i) invoiced accounts payable and (ii) accrued but uninvoiced accounts payable); (e) all Liabilities with respect to the Business or the Purchased Assets first arising after the Closing, Purchaser shall assume and shall become responsible for the payment, performance and satisfaction of all ; (f) sponsorship of the following Purchased Subsidiary Benefit Plans and related trusts, insurance policies and third-party administrator contracts; provided, that any and all Liabilities under the Retained Pension Plans shall constitute Excluded Employee Liabilities; (g) sponsorship of the SCT Sellers:Transferred Benefit Plans and related trusts, insurance policies and third-party administrator contracts, except to the extent constituting Excluded Employee Liabilities or agreed in the Transition Services Agreement; (h) Liabilities for (i) Taxes to the extent included as a Current Liability or an adjustment to a Current Asset in the calculation of Net Working Capital, (ii) one-half of any Transfer Taxes, and (iii) all Taxes relating to the Purchased Assets or the Business for a PostClosing Tax Period and the portion of any Straddle Period beginning after the Closing Date (in the case of a Straddle Period, determined in a manner consistent with Section 10.2(f)) (collectively “Assumed Taxes”); and (i) the Liabilities with respect to Assumed Intercompany Obligations (it being understood that, for the avoidance of doubt, any Purchased Asset; and Assumed Intercompany Obligations set forth in clause (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course definition thereof shall be indirectly assumed by Purchaser or a member of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses Group pursuant to the terms purchase of Section 10 hereof for breaches the Purchased Equity). The Assumed Liabilities shall be assumed by the same member of representations and warranties relating to the Purchaser Group that acquired the Purchased Assets and corresponding to such Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At On the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall assume and shall become responsible for the paymentassume, performance and satisfaction of all effective as of the following Liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring shall timely perform and discharge in accordance with their respective terms, only the ordinary course specific liabilities of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet Sellers set forth below (collectively, the "Assumed Liabilities"): (i) Current accruals and related Cure Costs for those Accepted Contracts (including Accepted Real Property Leases and Accepted Intellectual Property Licenses) which Purchaser directed Sellers to accept pursuant to Section 8.12 for which Purchaser has not changed its direction prior to the Closing, or as to any Accepted Contract which Purchaser directed Sellers to accept pursuant to Section 8.12 where the hearing to determine the amount of Cure Costs is not held until after the Closing Date, current accruals and Cure Costs for such Accepted Contracts will be paid by Purchaser to the applicable counterparty promptly after an Order determining the amount of such Cure Costs is entered by the Bankruptcy Court (unless Purchaser has changed its direction to assume prior to entry of such Order). Notwithstanding ; (ii) Current wages, salary and commissions for Employees payable by Sellers (provided, however, Assumed Liabilities shall be deemed to not include any other obligation to, or benefits for, Employees including any severance, continuation, bonuses or benefits payable in connection with change of control provisions or otherwise, except to the assumption extent specifically assumed pursuant to Sections 2.3(a)(iii), 2.3(a)(iv), and 2.3(a)(v)); (iii) Up to $438,000 in Current bonuses payable pursuant to incentive plans for sales employees and retail store employees existing as of the Assumed Liabilities date hereof; (iv) accrued vacation costs for the Continuing Employees to the extent accrued on Seller's books and records as of the Closing; (v) costs for reimbursement claims of Continuing Employees submitted after the Closing and related to medical and dental costs incurred by Purchaser, the Continuing Employees prior to Closing; (vi) Current premiums under insurance policies that are Purchased Assets; (vii) Current payroll Taxes payable by the Sellers agree that they are responsible to indemnify Purchaser for in connection with the operation of its Losses pursuant Business on or prior to the terms Closing Date; (viii) Current Trade Payables existing on the Closing Date (including accrued but unbilled Trade Payables); (ix) quarterly U.S. Trustee fees accrued and unpaid through the Closing Date; (x) real and personal property taxes and any miscellaneous secured claims related to Purchased Assets allowed in the Bankruptcy Case with priority over the liens of Section 10 hereof for breaches the First Lien Lenders and the Second Lien Lenders; (xi) Transfer Taxes applicable to the transfer of representations and warranties relating to the Purchased Assets pursuant to this Agreement to the extent not exempt under Section 1146(c) of the Bankruptcy Code or otherwise; (xii) Current sales and Assumed use Taxes and similar Taxes including gross receipts Taxes plus up to an additional $645,000 of sales and use Taxes and similar Taxes including gross receipts Taxes (including, solely for this purpose, the Michigan Single Business Tax) whether incurred before or after the Petition Date; (xiii) any other accrued and unpaid expenses or obligations incurred by the Sellers prior to the Closing Date that Purchaser expressly agrees to assume in a writing signed by an executive officer of Purchaser that specifically refers to this Section 2.3(a)(xiii) delivered to the Company prior to the Closing Date; (xiv) up to $25,000,000 of Liabilities arising after the Petition Date in the Ordinary Course of Business that would have been recorded as "Customer Accommodations" in the line item "Accrued Liabilities" in a consolidated balance sheet of the Business prepared in accordance with GAAP and using the same accounting principles, policies and practices used in the preparation of the December Financial Statements; and (xv) up to an aggregate of $3,000,000 in Winddown Costs, to be paid by Purchaser upon presentation by Debtors of invoices reflecting the payee, the amounts due and other reasonable documentation. (b) All Liabilities Nothing in this Section 2.3 shall prohibit Purchaser from asserting or pursuing any claims or offsets it may have against any Person related to any Assumed Liability or contesting any Assumed Liability, whether pursuant to any agreement or contract, under Law or in equity. (c) To the extent that any Liability under any clause of Section 2.3(a) exceeds the Sellers not aggregate amount of such Liability specifically assumed by Purchaser pursuant to Section 2.2(a) such clause, Purchaser shall, in its sole and absolute discretion, select which of such Liabilities it shall assume pursuant to such clause. Any such Liability under any such clause shall be referred deemed selected to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained be assumed by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent Purchaser under such Employee Benefit Plan for insurance, reimbursement clause if Purchaser makes payment or other benefits payable by reason otherwise satisfied such Liability. In no event will Purchaser be required to or deemed to assume any Liability under any clause of any charges incurred prior Section 2.3(a) to the Closing Dateextent it exceeds any dollar limitation in such clause or is otherwise outside any other limitation in such clause. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At On the ClosingClosing Date, Purchaser shall assume and shall become responsible for the timely payment, performance and satisfaction of all of the following Liabilities of the SCT Sellers:Business (other than the Excluded Liabilities) listed below (collectively, the “Assumed Liabilities“): (i) the Liabilities with respect to any Purchased Asset; of Seller and its Related Persons under the Real Property Leases set forth on Schedule 3.12(a) of the Disclosure Schedules, for all periods upon and following the Closing; (ii) the Liabilities reflected on the Balance Sheet, of Seller relating to the extent not satisfied prior to ClosingEquipment and Leasehold Improvements, including service contracts and any Liabilities occurring in the ordinary course leases, set forth on Schedule 1.1(b) of the Business from Disclosure Schedules, for all periods upon and after following the date Closing; (iii) the Liabilities of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to Seller under the terms of Section 10 hereof for breaches and relating to all the Mortgage Loans set forth on Schedule 1.1(c) of representations the Disclosure Schedules (whether or not funds have been disbursed or unexercised borrower rights of rescission exist as of such time), including any Liabilities to brokers, FedEx or other third parties or vendors, and, in the case of Mortgage Loans held subject to flow agreements with Chase Manhattan Mortgage Corporation or its affiliates or others, all Liabilities in connection with the mortgage servicing rights related to such Mortgage Loans; (iv) the Liabilities of Seller under the terms of and warranties relating to all the Pipeline Loans set forth on Schedule 1.1(d) of the Disclosure Schedules (whether or not funds have been disbursed to the customer and whether or not unexercised borrower rights of rescission exist as of such time), including any Liabilities to brokers, FedEx or other third parties or vendors; and (v) the Liabilities of Seller under the terms of and relating to the Purchased Assets Acquired Contracts set forth on Schedule 1.1(e) of the Disclosure Schedules; (vi) all Liabilities and rights of Seller under the terms of or relating to existing delivery commitments, forward delivery, flow and hedging contracts including those relating to the sale of Mortgage Loans set forth on Schedule 1.1(c) of the Disclosure Schedules and/or to the Pipeline Loans set forth on Schedule 1.1(d) of the Disclosure Schedules as such Schedules are delivered as of the close of business on the last Business Day prior to the Closing Date, and servicing and servicing rights, including the commitments set forth on Schedule 1.3(a)(vi) of the Disclosure Schedules as such Schedule is delivered as of the close of business on the last Business Day prior to the Closing Date; and (vii) all Liabilities and delivery and pair-off obligations to be performed, in whole or in part, upon or after the Closing, relating to the Acquired Contracts between Seller and ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac; provided, however, that in the event any of the Liabilities or related performance obligations described above are not assignable or Purchaser is unable to assume such Liabilities or related performance obligations in accordance with their terms, in each case where the Seller is not relieved of its obligations in connection therewith, Purchaser shall make Seller whole for any amounts actually expended or incurred by or on behalf of Seller in connection with Seller’s performance, payment or incurrence of such Liabilities or the termination of such Liabilities or obligations or any related agreements. For purposes of this Agreement, any such make whole payments shall be included in the term Assumed Liabilities. (b) All Liabilities In the event Purchaser is unable to timely assume or take an assignment of any Real Property Lease or the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) Equipment, FirstBank shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities the assignee of any Employee Benefit Plan heretofore sponsored or maintained by such Real Property Lease and shall acquire the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing DateEquipment from Seller. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. On the terms and subject to the conditions of this Agreement, on and effective as of the Closing Date, Seller Group shall assign to Purchaser, and Purchaser (a) At the Closingshall, Purchaser shall except as set forth in Section 2.2, assume and shall become responsible for the payment, performance agree to perform and satisfaction of discharge all of the following Liabilities liabilities and obligations relating to the Business (which liabilities and obligations being assumed by Purchaser shall include any guarantees of liabilities and obligations relating to the Business) of Seller Group, and (b) acknowledges that unless otherwise provided by the terms of this Agreement the Purchased Subsidiaries remain responsible for their respective liabilities and obligations. Without limiting the generality of the SCT Sellersforegoing, the liabilities and obligations retained by the Purchased Subsidiaries and/or assumed by Purchaser include, without limitation, the following: (ia) all obligations for the Liabilities with respect to any Purchased Asset; sale and (ii) the Liabilities reflected on the Balance Sheet, delivery of products not shipped prior to the extent not satisfied prior to ClosingClosing Date under open sales orders, open bids and any Liabilities occurring sales contracts included in the Assigned Contracts or otherwise, which were accepted or made in the ordinary course of business of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date.; (b) all obligations for the purchase of raw materials, supplies and repair and maintenance materials not received prior to the Closing Date or received prior to the Closing Date and not paid for prior to the Closing Date under open supply contracts, purchase orders and commitments included in the Assigned Contracts or otherwise, which were given or made in the ordinary course of business of the Business; (c) all liabilities and obligations arising under the Assigned Contracts in accordance with their respective terms, including, without limitation, payables owed by the Business to Seller or any of its Affiliates on the Closing Date for goods sold and delivered in the ordinary course; (d) all liabilities and obligations that are made the responsibility of Purchaser shall not assume and its Affiliates under Article XII of this Agreement; (e) all liabilities for suits, claims, proceedings and actions made or commenced on or after the Closing Date resulting from actual or alleged harm, injury or damage to persons, properties or businesses by products shipped or sold by the Business ("Products") on or after the Closing Date; (f) all liabilities for express or implied warranties of the Business, including obligations to repair, replace, rework or to make refunds of amounts paid for Products regardless of when such Products were manufactured, sold or distributed or when defects became or become liable apparent; (g) all liabilities and obligations for any Liability the recall, notification, retrofit or other post-manufacture remedial or corrective actions relating to Products, regardless of any SCT Seller that is not an Assumed Liabilitywhen such Products were manufactured, whether sold or not related shipped; (h) all liabilities and obligations for all other claims, actions, suits, proceedings or investigations arising out of events occurring after the Closing Date involving the operations of the Business; and (i) all liabilities and obligations arising out of or resulting from the conduct of the Business occurring subsequent to the Purchased AssetsClosing Date, including without limitation, liabilities and obligations arising under Environmental Laws. The foregoing liabilities and obligations of Seller and Seller Group being assumed by Purchaser hereunder shall be collectively referred to as the "Assumed Liabilities."

Assumption of Liabilities. (a) At Subject to the terms and conditions of this Agreement, as of the Closing Date, the Acquiror agrees to assume, satisfy, perform, pay and discharge each of the following Liabilities (the "Assumed Liabilities"): (i) all Liabilities arising out of any product liability, breach of warranty or similar claim for injury to person or property asserted on or after the Closing Date, which resulted from the use or misuse of the Product sold on or after the Closing Date (including all proceedings relating to any such liabilities); (ii) all Liabilities of the Elan Companies under the Assumed Contracts, but only to the extent such Liabilities arise from any event, circumstance or condition occurring in a period (or portion thereof) after the Closing; (iii) all Liabilities arising out of the return of the Product sold on or after the Closing Date, Purchaser which are claimed on or after the Closing Date; (iv) all Liabilities arising out of any Chargebacks, Medicaid Rebates, Price Protection Payments or any other post-sale rebates, refunds, price adjustments or other similar credits or liabilities relating to the Product either (A) sold on or prior to the Closing Date which are claimed on or after the Closing Date, and that are based on practices introduced on or after the Closing Date or (B) sold after the Closing Date; (v) all Liabilities for Taxes arising out of or relating to, directly or indirectly, the Purchased Assets (including the Product) or the ownership, sale or lease of any of the Purchased Assets, other than the Excluded Tax Liabilities, and other than all liabilities for transfer Taxes for which the Acquiror is responsible pursuant to Section 4.03; (vi) all Liabilities arising out of user or other similar fees payable to the FDA or other Governmental or Regulatory Authority to the extent that such fees are payable on account of the operation of the Business on or after the Closing Date (and to the extent that the Elan Companies have paid any such fee prior to the Closing Date, the Acquiror shall assume promptly reimburse Elan Companies for such payment); and (vii) all other Liabilities arising out of or relating to, directly or indirectly, the Purchased Assets (including the Product), the ownership, sale or lease of any of the Purchased Assets, or any Assumed Liabilities, but only to the extent such Liabilities arise from any event, circumstance or condition occurring in a period (or portion thereof) after the Closing. (b) Subject to the terms and conditions of this Agreement, the Acquiror also agrees to assume, satisfy, perform, pay and discharge each of the following Liabilities (the "Plant Liabilities," which shall become also constitute Assumed Liabilities): (i) all Liabilities of the Elan Companies under the Plant Contracts and the Supply Contracts, but only to the extent such Liabilities arise from any event, circumstances or condition occurring in a period (or portion thereof) after the Closing; (ii) all Liabilities for Taxes directly arising out of or relating to the Plant Assets (including the Plant) or the ownership, sale or lease of any of the Plant Assets, other than the Excluded Tax Liabilities and other than all Liabilities for transfer Taxes for which the Elan Companies are responsible for pursuant to Section 4.03; and (iii) all other Liabilities arising out of or relating to, directly or indirectly, the paymentPlant Assets (including the Plant), performance the ownership, sale or lease of any of the Plant Assets, or any of the Plant Liabilities, but only to the extent such Liabilities arise from or with respect to any event, circumstance or condition occurring in a period (or portion thereof) after the Closing. (c) Notwithstanding anything contained in this Agreement to the contrary, from and satisfaction of after the Closing Date, the Elan Companies shall retain all of the following Liabilities of the SCT Sellers:("Excluded Liabilities"): (i) accounts payable and Liabilities of the Liabilities Elan Companies or any of their respective Affiliates for materials and services with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course manufacture of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored Product or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges Current Product Improvement incurred prior to the Closing Date.; (cii) Purchaser shall not assume any Tax payable with respect to any business, assets, property or become liable operation of the Elan Companies or any member of any affiliated group of which the Elan Companies are a member (including any Taxes relating to or arising out of the Purchased Assets or the operation of the Business) for any Pre-Closing Tax Period, other than any transfer Tax for which the Acquiror is responsible pursuant to Section 4.03 ("Excluded Tax Liability"); (iii) any Liability of the Elan Companies or any SCT Seller of their respective Affiliates arising out of or relating to any Excluded Asset; (iv) all Liabilities arising out of any product liability, patent infringement, breach of warranty or similar claim for injury to person or property which resulted from the use or misuse of the Product sold prior to the Closing Date (including all proceedings relating to any such liabilities); (v) all Liabilities arising out of the return, government seizures, field corrections, withdrawals or recalls of the Product sold prior to the Closing Date, which are claimed prior to, on or after the Closing Date; (vi) all Liabilities arising out of any Chargebacks, Medicaid Rebates, Price Protection Payments or any other post-sale rebates, refunds, price adjustments or other similar credits or Liabilities relating to the Product, which are claimed prior to, on or after the Closing Date and based on practices introduced prior to the Closing Date; (vii) any federal, state, local or foreign income or other Tax payable with respect to the Business, the Purchased Assets or other properties or operations of the Elan Companies or any member of any affiliated group of which the Elan Companies are, or have been, a member for a period prior to the Closing Date; (viii) Liabilities arising from or pursuant to any Contracts as to which an Elan Third Party Consent is not obtained by the Closing Date regardless of whether the Acquiror waives delivery of such Elan Third Party Consent; (ix) any Liabilities to give credits or take other remedial actions for defective goods or services based upon Product sold prior to the Closing Date; (x) any Liabilities with respect to any litigation or other claims to the extent arising from any event, circumstance or condition occurring or alleged to have occurred on or before the Closing Date; (xi) any Liability with respect to the employees or independent contractors of the Elan Companies or their Affiliates, including any Liability with respect to the Employee Benefit Plans and any Liability with respect to the employment of Business Employees or the Canadian Sales Force Employees by the Elan Companies or any of their Affiliates; (xii) any Liabilities for severance or other obligations arising out of the termination of Business Employees, Canadian Sales Force Employees or any other former employees of the Elan Companies or their Affiliates by the Elan Companies or their Affiliates; (xiii) all Liabilities arising out of user or other similar fees payable to the FDA or other Governmental or Regulatory Authority to the extent that such fees are payable on account of the operation of the Business prior to the Closing Date; and (xiv) any other Liability of the Elan Companies or any of their Affiliates that is not specifically listed as an Assumed Liability, whether or not related to the Purchased AssetsLiability under this Section 3.01.

Assumption of Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer shall, effective at the time of the Closing, assume and agree to discharge and perform when due, the Liabilities of Seller (and only those Liabilities of Seller) which are enumerated in this Section 2.3 (the “Assumed Liabilities”). The following Liabilities of Seller (and only the following Liabilities) shall constitute the Assumed Liabilities: (a) At all Cure Amounts due and owing under any Assumed Contracts; (b) all of Seller’s Liabilities under the Assumed Contracts; (c) current liabilities consisting of accounts payable to vendors (other than current liabilities to vendors arising from Seller’s operations at the Montezuma Site) that were incurred from and after the Petition Date through the Closing in connection with goods purchased by, and services provided to, Seller during such period; provided, however, that the aggregate amount of such current liabilities that shall be Assumed Liabilities pursuant to this Section 2.3 shall not exceed $1,000,000 (the “Post Petition Vendor Payables”); and for the avoidance of doubt, Seller shall remain solely responsible for all such current liabilities incurred or accrued in excess of $1,000,000; (d) all Liabilities arising out of the operation or ownership of the Acquired Assets or the Business first arising during, and related to, any period following the Closing Date; (e) those specific Liabilities of Seller (if any) identified on Schedule 2.3(e) attached hereto; (f) all Tax liabilities relating to the Acquired Assets or the Business for a Tax period (or portion thereof) beginning on or after the Closing Date, but excluding all income Tax liabilities of Seller for any Tax period; (g) ordinary accruals for earned and unpaid vacation days and sick days of the Transferred Employees that accrued in the Ordinary Course of Business through the Closing, Purchaser provided, however, that the aggregate amount of such accruals that shall assume and be Assumed Liabilities pursuant to this Section 2.3(g) shall become responsible not exceed the amount that would have been accrued for the paymentTransferred Employees under Buyer’s vacation and sick leave policies for non-bargaining unit employees, performance and satisfaction of all of the following Liabilities of the SCT Sellers: had: (i) the Liabilities Transferred Employees been employed by Buyer rather than Seller before the Closing; (ii) their periods of service with respect to any Purchased Assetand their compensation from Seller before Closing been with and from Buyer; and (iiiii) their use of vacation days and sick days before Closing been the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet same under Buyer’s policies as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan)under Seller’s; and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.and

Assumption of Liabilities. (a) At and as of each applicable Effective Time, the Closing, Purchaser shall assume and shall become responsible for the paymentagree to pay, performance perform, discharge and satisfaction of all of satisfy when due in accordance with their respective terms the following Liabilities (the “Assumed Liabilities”): (a) the Liabilities described on Schedule 2.3(a); (b) the Liabilities and commitments of the SCT Sellers: Seller or any Seller Party (i) under all Assigned Contracts, the Liabilities with respect to any Purchased Asset; Real Property Leases and the Tenant Leases assigned at such Effective Time and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to connection with the Purchased Assets and Assumed Liabilities. the operation of the Business at the Transferred Facility, in each case with respect to foregoing clauses (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (iib) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to arising on and after the Closing Date.applicable Effective Time; (c) Purchaser shall not assume all Liabilities of the Seller or become liable for any Liability Seller Party under the terms and conditions of any SCT Seller that is not an Assumed Liability, whether or not the Assigned Licenses arising with respect to the period on and after the applicable Effective Time; (d) all obligations under the collective bargaining agreements listed on Schedule 4.11(b) of the Disclosure Schedules related to the Purchased Assetsperiod on and after the applicable Effective Time and all other Liabilities assumed by the Purchaser pursuant to the provisions of Section 6.6 and Section 6.7; (e) any Taxes with respect to the operation of the Business at the Transferred Facility for any periods (or portions thereof) beginning on and after the applicable Effective Time and, in accordance with Section 6.2(d), one-half of all Transfer Taxes; and (f) to the extent included in Working Capital, all Accounts Payable and all accrued expenses related exclusively to the operation of the Business at the Transferred Facility (including all accrued wages, accrued bonuses, vacation and paid time off entitlement for the Purchaser Employees and any other accrued amounts payable to Purchaser Employees).

Assumption of Liabilities. The Purchaser hereby agrees, subject to Section 1.6 hereof and the other terms and conditions of this Agreement, that on and after the Closing Date it shall assume and fully and timely perform, discharge and pay, in accordance with their respective terms, all of the liabilities and obligations of the Seller relating to: (a) At the Closingdeposit accounts attributed to the Branches as of the close of business on the day immediately preceding the Closing Date (including, Purchaser without limitation, all checking, savings, certificate of deposit, individual retirement, ▇▇▇▇▇, money market, time deposit, repurchase agreements and sweep accounts; provided, however, that it shall assume not include those certain swap account listed on Exhibit 1.5(a)(i) hereto) together with all accrued interest relating to such deposit accounts, such deposit accounts as of July 18, 2005, being listed on Exhibit 1.5(a)(ii) hereto (which Exhibit shall be updated to reflect new deposits made and deposits withdrawn or paid between the date of this Agreement and the Closing Date) and shall become responsible be delivered to the Purchaser at the Closing (collectively, the “Deposit Liabilities”); (b) the Loans; (c) all obligations relating to all escrow funds and dealer reserves under the Loans listed on Exhibit 1.5(d); (d) the leases, equipment leases and operating contracts listed on Exhibit 1.3(e); (e) all safe deposit boxes and all rental agreements and contracts for the payment, performance and satisfaction of all safe deposit boxes located at the Branches as of the following Liabilities Closing Date; (f) the operation from and after the Closing Date of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring Branches in the ordinary course of business, including, without limitation, the Business payment or provision of salary, compensation and employee benefits to the Employees (as hereinafter defined) arising from and after the date Closing Date; (g) the obligations of the Balance Sheet Seller to pay the remaining two (2) installments each in the amount of Ten Thousand Dollars ($10,000.00) to the Economic Development Corporation of Clarksville, Tennessee; and (h) all liabilities or obligations which are expressly identified elsewhere in this Agreement as reflected on being assumed, performed, discharged or paid by the Purchaser. The liabilities and obligations described in this Section 1.5 that the Purchaser hereby agrees to assume and fully and timely perform, discharge and pay are referred to collectively in this Agreement as the “Assumed Liabilities”. On and after the Closing Balance Sheet (collectivelyDate, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by PurchaserSeller shall have no duties, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant responsibilities, liabilities or obligations under or with respect to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At Subject to the Closingterms of this Assignment, Purchaser shall assume Assignee assumes and shall become responsible for the paymentagrees to pay, performance perform, and satisfaction of all of discharge the following Liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheetduties, to the extent not satisfied prior to Closingobligations, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet liabilities (collectively, the "Assumed Liabilities"). Notwithstanding ): (a) the assumption performance of the Assumed Liabilities by Purchaserterms, conditions, and covenants of, and the discharge of the share attributable to the Assigned Interests of the duties, obligations, and liabilities arising under the terms of, the Sellers agree Leases and the Contracts for the period from and after the Effective Time, including, without limitation, the share attributable to the Assigned Interests of the duties, obligations and liabilities of Assignor arising under that they are responsible to indemnify Purchaser for its Losses pursuant certain Exploration Agreement dated April 7, 2006, by and among Source Rock Resources, Inc., Aurora Energy, Ltd., and Assignor, and that certain Exploration Agreement dated January 27, 2006, but effective November 1, 2005, by and between Aurora Energy, Ltd., and Assignor; (b) subject to the terms of Section 10 hereof the Redemption Agreement, all obligations and liabilities of Assignor for breaches the payment of representations money with respect to the Assigned Interests (including, without limitation, the payment of all costs and warranties expenses incurred in connection with the Assigned Interests and the payment of the share attributable to the Assigned Interests of all royalties, overriding royalties, and other similar burdens on production, as well as all rentals, shut-in well payments, minimum royalties, and other lease maintenance payments under the terms of the Leases) for the period from and after the Effective Time, including, without limitation, all obligations and liabilities of Assignor for the payment of money with respect to the Assigned Interests arising under that certain Exploration Agreement dated April 7, 2006, by and among Source Rock Resources, Inc., Aurora Energy, Ltd., and Assignor, and that certain Exploration Agreement dated January 27, 2006, but effective November 1, 2005, by and between Aurora Energy, Ltd., and Assignor; (c) the share attributable to the Assigned Interests of all obligations regarding the plugging and abandonment of all Wells and Personal Property and the performance of all related salvage, sit▇ ▇▇▇arance, and surface restoration operations from and after the Effective Time; (d) the share attributable to the Assigned Interests of all liabilities for injury to or death of any person or other living thing, or loss or destruction of or damage to property affecting or relating to the Purchased Assets Leases, Wells, and Assumed Liabilities. (b) All Liabilities of Personal Property to the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation payextent that such liability, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Companyacts, any Seller ▇▇▇ssions, events, or any ERISA Affiliate for conditions giving rise thereto, arise, occur, or exist at or after the Hired Employees (and any amount attributable to any such Employee Benefit Plan)Effective Time; and (iie) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insuranceall other duties, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liabilityobligations, liabilities, and claims, whether in contract, in tort, or not related to arising by operation of law, accruing or resulting from, arising out of, or otherwise associated with the Purchased Assetsownership, operation, development, production, and maintenance of the Assigned Interests and the marketing of Hydrocarbons produced therefrom or allocable thereto for the period from and after the Effective Time.

Assumption of Liabilities. (a) At On the terms and subject to the conditions set forth herein, at the Closing, the Purchaser shall assume the following obligations and shall become responsible for the payment, performance and satisfaction of all liabilities of the following Liabilities of Seller (the SCT Sellers: “Assumed Liabilities”): (i) all Liabilities arising on or after the Closing under the Transferred Contracts (but excluding, for any breach arising in whole or in part on or prior to the Closing Date, that portion of the Liability relating to the pre-Closing breach); (ii) all Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, Taxes arising out of or related to the extent not satisfied operation of the Business or the Transferred Assets after the Closing Date; (iii) all Liabilities with respect to Open Incoming POs entered into (A) on or before the date hereof or (B) otherwise in compliance with this Agreement (but excluding, for any breach arising in whole or in part on or prior to Closingthe Closing Date, and any that portion of the Liability relating to the pre-Closing breach); (iv) all Liabilities occurring with respect to Open Outgoing POs for normal operating expenses entered into by the Seller in the ordinary course of business and in accordance with this Agreement and as listed on Schedule 1.6(a) which shall be delivered by the Seller to the Purchaser seven (7) days prior to the Closing and dated as of such date; (v) all Liabilities for product warranty claims and product liability claims with respect to Seller Products manufactured or sold after the Closing Date; (vi) all Liabilities to the extent arising out of, relating to or in connection with the ownership or operation of the Business from and or the Transferred Assets after the date Closing Date; (vii) all Liabilities for all accrued but unpaid vacation, holiday, flexible time off and sick pay of the Balance Sheet as reflected on Specified Employees, except for the Closing Balance Sheet Specified Employees in Noida, India (collectively, “Vacation Accrual”); and (viii) any Liabilities for Patent infringement with respect to activities conducted by the "Assumed Liabilities")Purchaser after the Closing Date, including the sale of any Seller Products (including any Seller Products included in the Transferred Inventory) after the Closing Date. Notwithstanding For the assumption avoidance of the doubt, Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed shall not include any Excluded Liabilities. (b) All Liabilities At the Closing, the Purchaser shall deliver to the Seller the Assignment and Assumption Agreements. For the avoidance of doubt it is hereby clarified that the Purchaser’s assumption of liabilities under this Section 1.6 shall be considered part of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate consideration paid for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or Transferred Assets. Taxes shall only be an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior Assumed Liability to the Closing Dateextent provided for in this Section 1.6. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At the Closing, Purchaser Buyer shall assume liability for, and shall become responsible for the payment, performance and satisfaction of pay all of the following Liabilities liabilities and other obligations of Seller as (A) exist on the SCT Sellers: Closing Date that were not due and payable prior to the Closing Date, and either (iB) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities are reflected on the Balance SheetFinancial Statements (as defined below), to the extent not satisfied prior to Closing, and any Liabilities occurring or (C) were incurred in the normal and ordinary course of Seller's business and accrued on the Business from and Seller's books after the date of the Balance Sheet as reflected on the Closing Balance Sheet Financial Statements (collectively, the "Assumed Liabilities"). Notwithstanding , including but not limited to the assumption following: (i) Seller's outstanding debt payable to PNC Banc N.A. (the "Bank") in the principal amount of $14,497,911.83 as of December 31, 1997. (ii) Seller's unpaid ordinary course trade accounts payable (the "Trade Payables"), exclusive of Transaction Fees; (iii) Any accrued or other liability to Seller's employees under Seller's existing employee benefit plans. (iv) Other current liabilities; (v) Payroll taxes payable, unemployment taxes, and similar charges; (vi) All sales taxes, use taxes and vehicle transfer costs and taxes pertaining to assets purchased hereunder shall be paid by Buyer; (vii) Accrued expenses; (viii) Any and all liabilities and other obligations of Seller to employees of Seller, as disclosed on Seller's Closing Financial Statements (as defined below), for wages, commissions, salary, accrued vacation pay, sick pay and other leave pay or benefit except as described in Section 1.3(a)(iii) above; (A) Buyer's pro rata portion of any real or personal property taxes with respect to its interest in any of the Assumed Liabilities by PurchaserAssets for the portion of the taxable year after the Closing, and (B) one-half of any transfer, registration, recording or other taxes payable in connection with the Sellers agree transfer of the Real Property hereunder; and (x) The Durr▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇el Co., L.L.C Employee Retirement Plan (the "Pension Plan") and the assets held in its related trust, provided that they are Buyer will only be responsible for contributions and payments to indemnify Purchaser be made thereunder, and for its Losses pursuant compliance with laws, rules and regulations applicable to the terms of Section 10 hereof Pension Plan for breaches of representations benefits accruing and warranties relating to administration occurring after the Purchased Assets and Assumed LiabilitiesClosing Date. (b) All Liabilities Buyer shall not assume, and shall not be deemed by anything contained in this Agreement to have assumed, and Seller shall pay, any Liens, liabilities, obligations, warranties or guarantees of Seller arising prior to Closing (the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a"Unassumed Liabilities") shall be referred to herein as "Excluded Liabilities," which shall include including, without limitation: (i) except as otherwise provided Any liability for any unaccrued federal, state or local taxes, state or local property taxes or other taxes, or payments in Section 5.13(e) with respect to accrued vacation paylieu thereof, all Liabilities of any Employee Benefit Plan heretofore sponsored kind or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and description. (ii) any claim by a Hired Employee Any liability or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement obligation (contingent or other benefits payable by reason otherwise) of Seller arising out of any charges incurred threatened or pending litigation against the Seller as of the Closing Date or arising after the Closing Date but related to the business of the Seller prior to the Closing Date. (ciii) Purchaser shall not assume Any liability, obligation or become liable claim for any Liability fees, costs or expenses incurred by Seller in connection with the transactions contemplated hereby, including, without limitation, attorneys', accountants' and consultants' fees, costs and expenses regardless of any SCT Seller when incurred (collectively, the "Transaction Fees"), it being understood that is not an Assumed Liability, whether or not related to Buyer shall pay the Purchased Assetsfee required in connection with the filing of a Notice under the Hart-▇▇▇▇▇-▇▇▇▇▇▇ ▇▇▇itrust Improvements Act of 1976 ("HSR").

Assumption of Liabilities. (a) At 2.4.1 Effective as of the ClosingTURNOVER POINT, Purchaser MACDERMID shall assume and shall become responsible for the paymentagree to pay, performance perform, discharge and satisfaction of satisfy each and all of the following Liabilities liabilities set forth below in paragraphs (A) through (F) of this Section (collectively the "ASSUMED LIABILITIES") whether the ASSUMED LIABILITIES arise prior to, on or after the TURNOVER POINT but only the ASSUMED LIABILITIES and not any EXCLUDED ITEMS or any other liabilities or obligations. Such assumption by MACDERMID of the SCT Sellers:ASSUMED LIABILITIES shall be in addition to the PURCHASE PRICE paid by MACDERMID. (iA) the Liabilities with respect to any Purchased Asset; All liabilities and obligations as described in Schedule 2.4 (iiincluding those under executory CONTRACTS and standard monthly accrued accounts payable, such as utilities and invoices not yet received) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring incurred in the ordinary course ORDINARY COURSE of the Business from E&PD BUSINESS. (B) All contracts, agreements, arrangements, understandings and commitments to be performed after the date of TURNOVER POINT under the Balance Sheet as reflected on the Closing Balance Sheet PURCHASED ASSETS. (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities C) All employee related liabilities and obligations assumed by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses MACDERMID pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed LiabilitiesHUMAN RESOURCES ANNEX. (bD) All Liabilities liabilities and obligations assumed by MACDERMID pursuant to any provision of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing DateDEFINITIVE AGREEMENTS. (cE) Purchaser shall not assume All claims, obligations, responsibilities and liabilities relating to, arising from or become liable incurred in connection with MACDERMID's ownership, possession or operation of the E&PD BUSINESS ITEMS after the CLOSING, including any closure or shutdown, partial or otherwise, by MACDERMID of all or any part of the E&PD BUSINESS or the PURCHASED ASSETS. 2.4.2 Except for any Liability the ASSUMED LIABILITIES, as of any SCT Seller that the CLOSING, MACDERMID is not an Assumed Liabilityassuming or agreeing to pay, perform, discharge or satisfy, and shall have no responsibility or obligation whatsoever for, any liabilities or obligations, whether known or not related unknown, asserted or unasserted, accrued, absolute, contingent or otherwise, whether due or to become due, of HERCULES or any of its AFFILIATES, or relating to, arising from or incurred in connection with the Purchased AssetsE&PD BUSINESS or the PURCHASED ASSETS, whether arising prior to, on or after the TURNOVER POINT.

Assumption of Liabilities. (a) At No liabilities of Crackle shall be assumed by the Closing, Purchaser shall assume and shall become responsible JV Entity except for the payment, performance and satisfaction of all of following (the following Liabilities of the SCT Sellers: “Crackle Assumed Liabilities”): (i) the Liabilities those liabilities arising in or specifically relating to periods, events or occurrences happening with respect to any Purchased Assetthe Crackle Contributed Assets on or after the Closing Date; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closingaccounts payable selected by CSSE in accordance with Section 1.2(c) below; (iii) those liabilities specifically provided for in Section 5.11, and (iv) any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected liabilities set forth on the Closing Balance Sheet (collectively, the "Assumed Liabilities"Schedule 1.2(a)(iv). Notwithstanding the assumption of the Assumed Liabilities by PurchaserCrackle will retain and pay, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed discharge, perform or otherwise satisfy, when due, all Crackle Excluded Liabilities. (b) All Liabilities of No liabilities related to the Sellers not specifically CSSE VOD Business shall be assumed by Purchaser pursuant the JV Entity except for those arising in or specifically relating to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) periods, events or occurrences happening with respect to accrued vacation the CSSE Contributed Assets on or after the Closing Date (or if such assets is contributed after the Closing Date in accordance with Annex H, on and after the date such asset is contributed to the JV Entity) (the “CSSE Assumed Liabilities”). CSSE will retain and pay, discharge, perform or otherwise satisfy, when due, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing DateCSSE Excluded Liabilities. (c) Purchaser Within three (3) Business Days after the Closing, Crackle shall not assume deliver to CSSE and the JV Entity (i) a schedule of all accounts payable and accrued expenses owed by Crackle to CPE, its Affiliates, or become liable for any Liability its employees as of any SCT Seller that is not an Assumed Liabilitythe Closing Date, whether or not (ii) a schedule of all accounts receivable related to the Purchased AssetsCrackle VOD Business as of the Closing Date, and (iii) a schedule of all programming inventory associated with assigned content licenses included within the Crackle Contributed Assets together with the aggregate dollar amount reflecting the unamortized value of such content rights as of the Closing Date that are either prepaid or to be paid by Crackle or its Affiliates. CSSE shall have three (3) Business Days following delivery of such schedules to select by written notice to Crackle those accounts receivable (by name and amount), if any, and those accounts payable and accrued expenses (by name and amount), if any, to be assumed by the JV Entity; provided that the aggregate amount of the selected accounts receivable shall be equal to the aggregate amount of selected accounts payable and accrued expenses. Concurrently with the delivery of notice of its selections, CSSE shall cause the JV Entity to deliver a duly executed assignment and assumption agreement substantially in the form of Annex G hereto with respect to such selected accounts. The JV Entity will thereafter pay or otherwise satisfy, when and as due, and in any event no later than thirty (30) days of any applicable due date, all accounts payable and accrued expenses selected and assumed pursuant to this Section 1.2(c). The JV Entity shall have ninety (90) days following delivery of the schedules to pay to Crackle in cash by wire transfer of readily available funds an amount equal to the aggregate dollar amount set forth in the programming inventory schedule delivered by Crackle. CSSE hereby agrees to pay, for an on behalf of the JV Entity, all selected accounts payable and accrued expenses and all or any portion of the programming inventory dollar amount, in each case, that are not properly and timely paid by the JV Entity in accordance with this Section 1.2(c).

Assumption of Liabilities. (a) At Upon the terms and subject to the conditions of this Agreement, P▇▇▇▇▇▇▇▇ agrees, effective at the Closing, Purchaser shall to assume and shall become responsible for to satisfy and discharge when due the paymentLiabilities of Seller (other than the Retained Liabilities), performance and satisfaction of specifically set forth below (all of such Liabilities and other than the following Retained Liabilities of being herein collectively referred to as the SCT Sellers:“Assumed Liabilities”): (i) all Liabilities arising from the Exploitation of any Product after the Closing Date, including Liabilities for returns, rebates and chargebacks related to any of the Product shipped after the Closing Date; (ii) all Liabilities for Taxes relating to the Purchased Assets or the Product with respect to any a Post-Closing Tax Period, including those allocated in accordance with Section 11.8(b); (iii) all Liabilities for materials and services relating to the Purchased Asset; Assets contracted for in the ordinary course of business prior to the Closing pursuant to an Assumed Contract, but scheduled to be delivered or provided thereafter, and (ii) the all Liabilities reflected on the Balance Sheetto customers under purchase orders for Product that have not yet been shipped at Closing, in each case to the extent not satisfied related to any breach of Seller occurring prior to the Closing, and any ; (iv) all Liabilities occurring under Assumed Contracts (including Liabilities to customers under purchase orders made in the ordinary course of the Business sale and marketing of the Product consistent with past practice for any Product that has not been shipped prior to the Closing) relating to the period following the Closing Date, other than any Liabilities to the extent arising out of, or resulting from, a breach of any such Assumed Contract by Seller prior to the Closing Date; (v) all Liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury to any Person or property that resulted from and the use or misuse of the Product on or after the date Closing Date or otherwise relates to the Product sold (including any Proceeding relating to any such Liabilities) on or after the Closing Date, which, in the case of the Balance Sheet as reflected any split lots of Product, shall be determined based on the percentage of any such lot sold on or after the Closing Balance Sheet Date; (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed vi) all other Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets or the Product, or Purchaser’s use thereof, solely to the extent that such are not Retained Liabilities, including to any Governmental Authority, and Assumed Liabilities. (b) All Liabilities of all fees arising from or related to any Product Registrations and Intellectual Property included in the Sellers Purchased Assets, but only to the extent not specifically assumed by Purchaser pursuant related to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities or arising out of any Employee Benefit Plan heretofore sponsored act, omission or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred event occurring prior to the Closing Date.Closing; and (cvii) all Liabilities for branded prescription drug fees occurring after January 1, 2017, it being understood and agreed, for the avoidance of doubt, that Purchaser shall not assume or become liable for any Liability will report ownership of any SCT Seller that is not an Assumed Liability, whether or not related to Product NDCs on IRS Form 8947 beginning with the Purchased Assets2017 reporting year (due November 2018).

Assumption of Liabilities. (a) At On the ClosingClosing Date, Purchaser Buyer shall assume and shall become responsible thereafter pay, honor and discharge when due and payable all liabilities and obligations of Seller relating to the Business or the Transferred Assets, of any kind or nature, except for the payment, performance and satisfaction of all of the following Liabilities of the SCT Sellersfollowing: (i) the Liabilities with respect to indebtedness for borrowed money, which shall not include any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as trade accounts payable or other accounts payable reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities.Date Net Working Capital Statement; (bii) All Liabilities obligations and liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate of its Affiliates for the Hired Employees (Income Taxes, and all deficiencies, fines, assessments, charges, interest, additions to such Income Taxes and penalties associated therewith imposed by any amount attributable taxing authority, relating to or accrued in any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred period prior to the Closing Date.; (ciii) Purchaser shall not assume any accounts payable or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether contracts or not other liabilities to the extent related to or arising from the Purchased Assets.Excluded Assets or the Retained Liabilities; (iv) any intercompany accounts payable owing by Seller to any Affiliate of Seller or any other current intercompany liabilities of Seller, other than any trade accounts payable or other accounts payable or other current liabilities reflected on the Closing Date Net Working Capital Statement; (v) those obligations and liabilities related to employment matters that are expressly retained by Seller pursuant to Article VI hereof; (vi) liabilities and obligations relating to the claims and lawsuits described in SCHEDULE 3.12, including the obligations and liabilities of Seller pursuant to (a) with respect to the Harr▇▇▇▇ ▇▇▇ility, ISRA Case #86335/87219 and the two Administrative Orders on Consent titled "In the Matter of Diamond Shamrock Chemicals Company" and "In the Matter of Oxy-Diamond Holding Corporation, Oxy Process Chemicals, Inc.", dated August 29, 1986 and March 27, 1987 respectively; (b) with respect to the Cedartown Facility (1) remediation of surface and groundwater contaminated with ethylene dichloride ("EDC") as specifically set forth in Corrective Action Consent Order No. EPD-HW-1048 between Henk▇▇ Corporation and the Georgia Department of Natural Resources, dated September 21, 1993 and (2) the Diamond Shamrock Landfill Site Administrative Order on Consent, EPA Docket No. ▇▇-▇▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and the United States Environmental Protection

Assumption of Liabilities. (a) At On the Closingterms and subject to the conditions set forth herein, the Purchaser shall assume and shall become responsible for the paymentsatisfy or perform when due, performance and satisfaction of all of the following Liabilities liabilities and obligations of Sellers (the SCT Sellers:"ASSUMED LIABILITIES"): (ia) the Liabilities with respect IRB Debt, if Purchaser, at its option, elects to any Purchased Asset; assume the IRB Debt; (b) all liabilities and (ii) the Liabilities reflected on the Balance Sheet, obligations of Sellers to the extent not satisfied a reserve or accrual has been established on the books of the Sellers as of the Closing Date and such reserve or accrual is reflected as a current liability on the Closing Statement; (c) all Accounts Payable and other current liabilities of Sellers reflected in the Closing Statement and incurred prior to Closing in the ordinary course of business, together with all accounts payable of the Business incurred as of and after the Closing, and any Liabilities occurring ; (d) all Contracts of Sellers entered into in the ordinary course of the Business from and after described on SCHEDULE 2.1 (d); (e) all other contracts of Sellers entered into in the date ordinary course of the Balance Sheet as reflected on the Closing Balance Sheet Business, including: (collectivelyi) all purchase orders, the "Assumed Liabilities"). Notwithstanding the assumption all customer contracts, all equipment contracts and all service contracts; (ii) all warranty obligations of the Assumed Liabilities by PurchaserSellers, subject, however, to the Sellers agree that they are responsible right of Purchaser to indemnify Purchaser reimbursement for its Losses such obligations pursuant to Section 9.4; and (iii) the terms obligations represented by those certain stand-by letters of Section 10 hereof for breaches credit and performance bonds described on Schedule 2.5, including the obligation to obtain the release at Closing of representations Sellers' banks and warranties relating bonding companies pursuant to the Purchased Assets said stand-by letters of credit and Assumed Liabilitiesbonds. (bf) All Liabilities all obligations of Sellers and Purchaser to offer benefits under Sections 601, ET. SEQ. of ERISA, or COBRA (as herein defined) pursuant to Section 5.8(c) with respect to participants and qualified beneficiaries who experience a COBRA qualifying event under any Sellers' Employee Benefit Plan; (g) all obligations to pay the Sellers not specifically assumed amounts required to be paid by Purchaser pursuant to Section 2.2(a5.8 hereof; (h) shall be referred to herein as "Excluded Liabilities," which shall include all post-closing obligations of Sellers under the Sellers' Employee Benefit Plans that Purchaser assumes at Closing, including: (i) except as otherwise provided in Section 5.13(e) duties with respect to accrued vacation payplan administration after the Closing (including filing of forms 5500 for Plan year 1999 and thereafter in the post-closing period, all Liabilities performance of any Employee Benefit Plan heretofore sponsored or maintained by discrimination testing, processing of claims, etc.); (ii) payment of employer premiums due under welfare plans for periods after the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan)Closing; and (iiiii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason payment of any charges incurred prior required contributions to the Closing Date.401(k) plan for periods after the Closing; and (ci) Purchaser shall not assume those other liabilities or become liable for any Liability obligations of any SCT Seller that is not an Assumed Liabilitythe Sellers included on SCHEDULE 2.5 (including the amount of such liabilities), whether or not related but only to the Purchased Assetsextent of the amount of such liabilities described on such schedule.

Assumption of Liabilities. (a) At Subject to the Closingterms and conditions set forth herein, Purchaser shall assume the Buyers will assume, and shall become responsible for the paymentwill thereafter pay, performance perform and satisfaction of all of the following Liabilities of the SCT Sellers: (i) the Liabilities discharge as and when due, and will be liable with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closingfollowing, and any Liabilities occurring in only the ordinary course following, liabilities and obligations of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet Asset Sellers (collectively, the "“Assumed Liabilities"). Notwithstanding the assumption ”): 2.2.1 All Liabilities of the Assumed Liabilities by PurchaserAsset Sellers arising under any Contracts, licenses, permits, leases and other agreements included in the Sellers agree that they are responsible Acquired Assets and assigned or otherwise transferred to indemnify Purchaser for its Losses Buyers or any relevant Buyer Affiliate pursuant to the terms of Section 10 hereof for breaches of representations and warranties this Agreement or the Transfer Agreements, excluding Cure Amounts (if any); 2.2.2 All Liabilities relating to the Purchased Acquired Assets and Assumed Liabilities. (b) All Liabilities arising on or after the Closing, including Claims and other obligations relating to any Buyer’s ownership or use of the Acquired Assets after the Closing; 2.2.3 Accounts Payable incurred after the Petition Date (excluding intercompany trade payables incurred in the Ordinary Course of Business owing to Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein or their Affiliates as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date.); (c) Purchaser shall not assume 2.2.4 All Products Liability for Products manufactured after Closing; 2.2.5 All Product Warranty Liabilities for Products manufactured after Closing; 2.2.6 All deferred revenue obligations set forth on the Final Statement of Adjusted Net Assets, including all obligations to fulfill orders relating to Products of the Business outstanding on the Closing Date; 2.2.7 Any and all Tax Claims, to the extent that they arise out of the period after Closing; 2.2.8 All Liabilities that Buyer Parent or become liable any Buyer specifically assumes or agrees to pay for or be responsible for pursuant to the terms of this Agreement or any Ancillary Agreement; 2.2.9 Any Liability of arising out of, resulting from, or relating to any SCT Seller that is not Proceeding relating to an Assumed Liability, whether including any Proceeding which is pending as of the Closing Date; 2.2.10 Liabilities with respect to Transferred Asset Seller Employees for periods or not related portions thereof commencing on or after the Closing Date; 2.2.11 All Liabilities reflected on the Transferable Balance Sheet (actual amounts of such Liabilities will be as set forth on the Final Statement of Adjusted Net Assets); 2.2.12 All Liabilities otherwise specifically assumed in this Agreement or any Ancillary Agreement; 2.2.13 Any and all Environmental Claims for Environmental Damages with respect to Post-Closing Environmental Contamination and Post-Closing Compliance Matters (the Purchased Assets“Assumed Environmental Liabilities”); and 2.2.14 All Claims made after Closing for Insured Liabilities. 2.2.15 All Liabilities included on Schedule 2.2.15.

Assumption of Liabilities. 2.9.1. At the Closing (unless there shall have occurred the Preliminary Payment Date, in which case the provisions of Section 2.9.3 shall apply, Buyer shall assume, pay, perform, discharge and indemnify and hold Seller harmless from and against (a) At all Liabilities arising out of events occurring on or after the Closing, Purchaser shall assume and shall become responsible for Closing Date related to the payment, performance and satisfaction of all businesses or operations of the following Liabilities Stations or Buyer's ownership of the SCT Sellers: Assets, (ib) all Liabilities arising out of events occurring on or after the Liabilities Closing Date with respect to the FCC Licenses, (c) all Liabilities arising on or after the Closing Date under the Station Contracts (including, without limitation, Trade-out Agreements) pursuant to their terms (except for Liabilities for any Purchased Asset; breaches thereunder by Seller occurring prior to the Closing Date), (d) all Liabilities for which there is a downward adjustment to the Base Purchase Price in connection with the calculation of the Proration Amount, and (iie) all Liabilities of Seller to employees of the Stations to be assumed by Buyer in accordance with Section 8.4 hereof. 2.9.2. If Seller shall have received the Preliminary Payment, Buyer shall, at the Closing for the Stations, assume, pay, perform, discharge and indemnify and hold Seller harmless from and against (a) all Liabilities arising out of events occurring on or after the Preliminary Payment Date related to the businesses or operations of the Stations or the ownership of the Assets related to the Stations, (b) all Liabilities arising out of events occurring on or after the Preliminary Payment Date with respect to FCC Licenses attributable to the Stations, (c) all Liabilities arising on or after the Preliminary Payment Date under the Station Contracts (including, without limitation, Trade-out Agreements) pursuant to their terms (except for Liabilities for any breaches thereunder by Sellers occurring prior to the Preliminary Payment Date), (d) all Liabilities for which there is or would be a downward adjustment to the Preliminary Payment in connection with the calculation of the Proration Amount for the Stations, and (e) all Liabilities of Seller to employees of the Stations to be assumed by Buyer in accordance with Section 8.4 hereof (the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closingdescribed in Sections 2.9.1, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (2.9.2, collectively, the "Assumed Liabilities"). 2.9.3. Notwithstanding the assumption of Except for the Assumed Liabilities by PurchaserLiabilities, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Buyer assumes no other Liabilities of any Employee Benefit Plan heretofore sponsored kind or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Datedescription. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At Subject to the Closingconditions set forth below, Purchaser shall at the Closing the Buyer will assume and shall become responsible for the payment, performance following liabilities and satisfaction of all obligations of the following Liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course Seller arising from operation of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption ) and no others: (a) Liabilities and obligations of the Assumed Liabilities Seller for unpaid accrued vacation benefits recorded in the books and records of the Seller as of the Closing Date plus current year vacation benefits effective March 1, 2001, to the extent accrued in accordance with the Seller's personnel policies, regardless of whether recorded on the books and records of the Seller as of the Closing Date, in each case for employees of Seller hired by PurchaserBuyer. Schedule 1.3(a) is a complete schedule of employees at signing of this Agreement. Buyer shall deliver to Seller, no later than 20 business days after the delivery of such schedule, a schedule of names of employees of Seller to be hired by Buyer. After receipt by Seller of the schedule of names of employees of Seller to be hired by Buyer, Seller shall provide to Buyer, no later than five (5) business days prior to the expected Closing Date, the Sellers agree that they are responsible to indemnify Purchaser value of the accrued vacation benefits determined in accordance with Section 2.8 as of the Closing Date for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities.such employees; (b) All Liabilities and obligations of the Sellers Seller from and after the Closing Date under the contracts and agreements listed on Schedule 1.3(b) which are other than warranty arrangements (but not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored liability or maintained by the Company, obligation resulting from any Seller breach or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee violation thereof on or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to the Closing Date.Closing); (c) Purchaser shall not assume Liabilities and obligations for payment of the remaining amounts due under the capitalized leases set forth on the Closing Statement and listed on Schedule 1.3(c); and (d) Liabilities and obligations of the Seller for "customer pool balances." For the purpose of this Section 1.3(d) "customer pool balances" means precious metal inventories that are owned by customers of Seller at or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related prior to the Purchased Assetstime of Closing, held by the Seller or a third party and listed on Schedule 1.3(d).

Assumption of Liabilities. (ai) At On and subject to the Closingterms and conditions of this Agreement, Purchaser shall 3M agrees to assume and shall become responsible for the payment, performance and satisfaction of all of the following Liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities at the Closing. 3M WILL NOT ASSUME OR HAVE ANY RESPONSIBILITY, HOWEVER, WITH RESPECT TO ANY OTHER OBLIGATION OR LIABILITY OF PACE NOT INCLUDED WITHIN THE DEFINITION OF ASSUMED LIABILITIES. (ii) Within ten (10) Business Days following the Closing Date, PACE will prepare and deliver to 3M a schedule of the accounts receivable transferred to 3M as part of the Acquired Assets and of liabilities assumed by Purchaser3M under clause (a) of the definition of Assumed Liabilities, including the Sellers agree amount of each such receivable and liability. In the event that they are responsible such liabilities exceed the amount of such accounts receivable by more than $100,000, but not more than $125,000, 3M shall be entitled to indemnify Purchaser for its Losses deduct the amount in excess of $100,000 from the Escrow Fund pursuant to the terms Escrow Agreement. In the event such liabilities exceed the amount of Section 10 hereof for breaches such accounts receivable by more than $125,000, PACE shall immediately pay to 3M the amount in excess of representations and warranties relating $125,000. If such amount is not paid by PACE, 3M shall be entitled to deduct the amount of such excess from the Escrow Fund pursuant to the Purchased Assets and Assumed LiabilitiesEscrow Agreement. (iii) Within ten (10) Business Days following the Closing Date, PACE will prepare and deliver to 3M a schedule of the customer deposits and deferred revenues assumed by 3M under clause (b) All Liabilities of the Sellers not specifically assumed by Purchaser definition of Assumed Liabilities. In the event that such customer deposits and deferred revenues exceed One Million Thirty-Seven Thousand Dollars ($1,037,000), 3M will be entitled to deduct the amount of such excess from the Escrow Fund pursuant to Section 2.2(athe Escrow Agreement. (iv) shall be referred At 3M's option and upon written notice to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred PACE prior to the Closing Date. (c) Purchaser , 3M may pay to PACE at the Closing the amount of accrued employee vacation pay and personal needs compensation which would otherwise be included in the Assumed Liabilities. In the event 3M exercises this option and pays to PACE the entire amount of such liabilities, such liabilities shall remain obligations of PACE and shall not assume be included in the Assumed Liabilities. PACE will provide to 3M at or become liable before Closing a schedule showing the amount of accrued vacation pay and personal needs compensation for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assetseach employee.

Assumption of Liabilities. (a) At Subject to the terms and conditions of this Agreement, as of the Closing Date, the Acquiror agrees to assume, satisfy, perform, pay and discharge each of the following Liabilities (the "Assumed Liabilities"): (i) all Liabilities arising out of any product liability, breach of warranty or similar claim for injury to person or property asserted on or after the Closing Date, which resulted from the use or misuse of the Product sold on or after the Closing Date (including all proceedings relating to any such liabilities); (ii) all Liabilities of the Elan Companies under the Assumed Contracts, but only to the extent such Liabilities arise from any event, circumstance or condition occurring in a period (or portion thereof) after the Closing; (iii) all Liabilities arising out of the return of the Product sold on or after the Closing Date, Purchaser which are claimed on or after the Closing Date; (iv) all Liabilities arising out of any Chargebacks, Medicaid Rebates, Price Protection Payments or any other post-sale rebates, refunds, price adjustments or other similar credits or liabilities relating to the Product either (A) sold on or prior to the Closing Date which are claimed on or after the Closing Date, and that are based on practices introduced on or after the Closing Date or (B) sold after the Closing Date; (v) all Liabilities for Taxes arising out of or relating to, directly or indirectly, the Purchased Assets (including the Product) or the ownership, sale or lease of any of the Purchased Assets, other than the Excluded Tax Liabilities, and other than all liabilities for transfer Taxes for which the Acquiror is responsible pursuant to Section 4.03; (vi) all Liabilities arising out of user or other similar fees payable to the FDA or other Governmental or Regulatory Authority to the extent that such fees are payable on account of the operation of the Business on or after the Closing Date (and to the extent that the Elan Companies have paid any such fee prior to the Closing Date, the Acquiror shall assume promptly reimburse Elan Companies for such payment); and (vii) all other Liabilities arising out of or relating to, directly or indirectly, the Purchased Assets (including the Product), the ownership, sale or lease of any of the Purchased Assets, or any Assumed Liabilities, but only to the extent such Liabilities arise from any event, circumstance or condition occurring in a period (or portion thereof) after the Closing. (b) Subject to the terms and conditions of this Agreement, the Acquiror also agrees to assume, satisfy, perform, pay and discharge each of the following Liabilities (the "Plant Liabilities," which shall become also constitute Assumed Liabilities): (i) all Liabilities of the Elan Companies under the Plant Contracts and the Supply Contracts, but only to the extent such Liabilities arise from any event, circumstances or condition occurring in a period (or portion thereof) after the Closing; (ii) all Liabilities for Taxes directly arising out of or relating to the Plant Assets (including the Plant) or the ownership, sale or lease of any of the Plant Assets, other than the Excluded Tax Liabilities and other than all Liabilities for transfer Taxes for which the Elan Companies are responsible for pursuant to Section 4.03; and (iii) all other Liabilities arising out of or relating to, directly or indirectly, the paymentPlant Assets (including the Plant), performance the ownership, sale or lease of any of the Plant Assets, or any of the Plant Liabilities, but only to the extent such Liabilities arise from or with respect to any event, circumstance or condition occurring in a period (or portion thereof) after the Closing. (c) Notwithstanding anything contained in this Agreement to the contrary, from and satisfaction of after the Closing Date, the Elan Companies shall retain all of the following Liabilities of the SCT Sellers:("Excluded Liabilities"): (i) accounts payable and Liabilities of the Liabilities Elan Companies or any of their respective Affiliates for materials and services with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course manufacture of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored Product or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges Current Product Improvement incurred prior to the Closing Date.; (cii) Purchaser shall not assume any Tax payable with respect to any business, assets, property or become liable operation of the Elan Companies or any member of any affiliated group of which the Elan Companies are a member (including any Taxes relating to or arising out of the Purchased Assets or the operation of the Business) for any Pre-Closing Tax Period, other than any transfer Tax for which the Acquiror is responsible pursuant to Section 4.03 ("Excluded Tax Liability"); (iii) any Liability of the Elan Companies or any SCT Seller of their respective Affiliates arising out of or relating to any Excluded Asset; (iv) all Liabilities arising out of any product liability, patent infringement, breach of warranty or similar claim for injury to person or property which resulted from the use or misuse of the Product sold prior to the Closing Date (including all proceedings relating to any such liabilities); (v) all Liabilities arising out of the return, government seizures, field corrections, withdrawals or recalls of the Product sold prior to the Closing Date, which are claimed prior to, on or after the Closing Date; (vi) all Liabilities arising out of any Chargebacks, Medicaid Rebates, Price Protection Payments or any other post-sale rebates, refunds, price adjustments or other similar credits or Liabilities relating to the Product, which are claimed prior to, on or after the Closing Date and based on practices introduced prior to the Closing Date; (vii) any federal, state, local or foreign income or other Tax payable with respect to the Business, the Purchased Assets or other properties or operations of the Elan Companies or any member of any affiliated group of which the Elan Companies are, or have been, a member for a period prior to the Closing Date; (viii) Liabilities arising from or pursuant to any Contracts as to which an Elan Third Party Consent is not obtained by the Closing Date regardless of whether the Acquiror waives delivery of such Elan Third Party Consent; (ix) any Liabilities to give credits or take other remedial actions for defective goods or services based upon Product sold prior to the Closing Date; (x) any Liabilities with respect to any litigation or other claims to the extent arising from any event, circumstance or condition occurring or alleged to have occurred on or before the Closing Date; (xi) any Liability with respect to the employees or independent contractors of the Elan Companies or their Affiliates, including any Liability with respect to the Employee Benefit Plans and any Liability with respect to the employment of Business Employees or the Canadian Sales Force Employees by the Elan Companies or any of their Affiliates; (xii) any Liabilities for severance or other obligations arising out of the termination of Business Employees, Canadian Sales Force Employees or any other former employees of the Elan Companies or their Affiliates by the Elan Companies or their Affiliates; and (xiii) all Liabilities arising out of user or other similar fees payable to the FDA or other Governmental or Regulatory Authority to the extent that such fees are payable on account of the operation of the Business prior to the Closing Date; and (xiv) any other Liability of the Elan Companies or any of their Affiliates that is not specifically listed as an Assumed Liability, whether or not related to the Purchased AssetsLiability under this Section 3.01.

Assumption of Liabilities. (a) At the ClosingClosing and as of the Closing Date, Purchaser the Buyer shall assume and agree to pay, discharge or perform when due the following specific Liabilities related solely to the Business and the Transferred Assets as expressly and to the extent set forth below (the “Assumed Liabilities”): (i) Liabilities accruing after the Closing Date pursuant to the VI License and the Assigned Contracts other than Liabilities associated with any Assigned Contract that by its terms requires Approval unless and until such Approval is obtained; provided that the Buyer shall become responsible be liable for actions taken by the Buyer after the Closing Date under any such Assigned Contract; (ii) Upon receipt from VI of its written consent of the assignment of Section IV Subsections (a)-(c) and Section VII of Schedule One of the VI Transition Services Agreement to the Buyer, Liabilities accruing after the Closing Date pursuant to Section IV Subsections (a)-(c) and Section VII of Schedule One of the VI Transition Services Agreement; (iii) If prior to the Effective Time the Landlord provides its written consent for the paymentBuyer to assume the Texas Facility Lease Agreement, performance and satisfaction of all Liabilities accruing after the Closing Date pursuant to the Texas Facility Lease Agreement; provided, however, in no event shall the Buyer shall assume any liabilities arising under Environmental Laws arising from or related to the Seller’s operation of the following Texas Facility on or prior to the Closing Date; (iv) Liabilities under the Non-Inventory Purchase Orders; (v) Liabilities related to the SerialTek Litigation, including without limitation any and all costs, expenses, and attorneys’ fees that may be incurred by Seller relating to the SerialTek Litigation, excepting only (a) the Seller Phase 1 Expenses and (b) all costs, fees and expenses related to the SerialTek Litigation that were incurred by Seller prior to the Effective Time; and (vi) Warranty Liabilities accruing in accordance with the warranties set forth in Section 4.1(v) of the Disclosure Schedule. (b) Notwithstanding anything set forth in Section 2.2 hereof or in Schedule 2.2(a), the Buyer shall not assume pursuant to this Agreement or the transactions contemplated hereby or otherwise any Liabilities of the SCT SellersSeller or any of the Seller’s Subsidiaries or other Affiliates other than the Assumed Liabilities, and the Seller and its Subsidiaries or other Affiliates shall retain all such other Liabilities, whether arising prior to, on or after the Closing Date, including: (i) Liabilities not related to the Liabilities Business or otherwise arising with respect to any Purchased Asset; and the Excluded Assets; (ii) Liabilities arising from the Liabilities reflected on breach or infringement or alleged breach or alleged infringement of third party intellectual property rights as a result of the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course conduct of the Business from and after or the date Products or the use of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored Transferred IP or maintained Licensed IP by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee of its Subsidiaries or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred Affiliates prior to the Closing Date; (iii) Liabilities arising prior to the Effective Time relating to any Business Employee whether or not arising under or in respect of any Seller Plan; (iv) Liabilities for Taxes with respect to the Pre-Closing Tax Period or related to any Excluded Assets; (v) Liabilities to or with respect to or incurred in connection with any Seller Plan; (vi) Liabilities under or relating to Environmental Laws arising prior to the Closing or related to any Excluded Asset; (vii) Liabilities related to any litigation involving the Business other than related to the SerialTek Litigation; (viii) Liabilities of the Seller or its Subsidiaries or Affiliates to any broker, finder or agent for any investment banking or brokerage fees, finder’s fees or commission with respect to the transactions contemplated by this Agreement; (ix) Liabilities set forth in Schedule 2.2(b); (x) Liabilities related to any return of Inventory or Products that the Seller or the Seller’s Affiliates are required to accept other than those pursuant to Warranty Liabilities; (xi) any Pre-Closing Product Liabilities; (xii) any and all Liabilities related to Contracts, other than Covered Licenses, that are not assigned to Buyer; (xiii) Liability to pay the Seller Phase 1 Expenses; and (xiv) Any other Liabilities, other than the Assumed Liabilities, relating to the Business, the Products, the Transferred Assets or the Business Employees arising out of the operation or ownership of the Business or the employment of the Business Employees, in each case, prior to or as of the Closing Date regardless of when such Liabilities are known by a Person. The Liabilities retained by the Seller and its Subsidiaries and Affiliates pursuant to this Section 2.2(b) are referred to herein as the “Excluded Liabilities.” (c) Purchaser shall not assume or become liable for any Liability of any SCT The Buyer covenants and agrees with the Seller that is not an the Buyer shall be solely responsible for payment of the Assumed Liability, whether or not related to Liabilities effective as of the Purchased AssetsClosing. The Seller covenants and agrees with the Buyer that the Seller shall be solely responsible for the payment of all Excluded Liabilities.

Assumption of Liabilities. On the Closing Date, Buyer shall assume (and indemnify Seller against) the following liabilities and obligations of Seller (collectively the "Assumed Liabilities"): (a) At the Closing, Purchaser shall assume and shall become responsible for the payment, performance and satisfaction of all of the following Liabilities of the SCT Sellers: Seller relating to its business in the Education Market which are shown on the most recent balance sheet of Seller and/or are otherwise known to the Management Group, excepting the following which Seller shall retain (the "Retained Liabilities"): (i) indebtedness and obligations evidenced by certain debentures issued by Seller having a face principal amount of approximately $1.2 million; (ii) any and all obligations and commitments of Seller to its shareholders or directors who are not members of the Management Group or Transferred Employees; and (iii) any other Liabilities with respect of Seller of any kind. (b) Obligations to any Purchased Assetthe existing installed base of Education Market customers for software support and maintenance arising before and after the Closing Date; (c) Royalties owed to third party licensors on account of (i) Seller's sublicensing of Third Party Courseware to its customers in the Education Market before the Closing Date; and (ii) the Liabilities reflected on the Balance Sheet, Buyer's sublicensing of Third Party Courseware to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business its customers from and after the date Closing Date, but specifically excluding Seller's sublicensing of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible Third Party Courseware to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to customers after the Closing Date. (cd) Purchaser All liabilities of Seller with respect to Transferred Employees, including but not limited to accrued wages, accrued vacation, sick leave, employee reimbursements, and severance. Except for the specific Assumed Liabilities identified above, Buyer shall not assume or become in any way be responsible for any liabilities or obligations of Seller, and Seller shall continue to be solely liable for any Liability all of any SCT the Retained Liabilities and all other liabilities and obligations of Seller that is are not an specifically identified above as Assumed Liability, whether or not related to the Purchased AssetsLiabilities.

Assumption of Liabilities. ​ (a) At Upon the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at the Closing, Purchaser shall to assume and shall become responsible for to satisfy and discharge when due the paymentLiabilities of Seller (other than the Retained Liabilities), performance and satisfaction of specifically set forth below (all of such Liabilities and other than the following Retained Liabilities of being herein collectively referred to as the SCT Sellers:“Assumed Liabilities”): ​ (i) all Liabilities arising from the Exploitation of any Product after the Closing Date, including Liabilities for returns, rebates and chargebacks related to any of the Product shipped after the Closing Date; ​ (ii) all Liabilities for Taxes relating to the Purchased Assets or the Product with respect to any a Post-Closing Tax Period, including those allocated in accordance with Section 11.8(b); (iii) all Liabilities for materials and services relating to the Purchased Asset; Assets contracted for in the ordinary course of business prior to the Closing pursuant to an Assumed Contract, but scheduled to be delivered or provided thereafter, and (ii) the all Liabilities reflected on the Balance Sheetto customers under purchase orders for Product that have not yet been shipped at Closing, in each case to the extent not satisfied related to any breach of Seller occurring prior to the Closing, and any ; ​ (iv) all Liabilities occurring under Assumed Contracts (including Liabilities to customers under purchase orders made in the ordinary course of the Business sale and marketing of the Product consistent with past practice for any Product that has not been shipped prior to the Closing) relating to the period following the Closing Date, other than any Liabilities to the extent arising out of, or resulting from, a breach of any such Assumed Contract by Seller prior to the Closing Date; ​ (v) all Liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury to any Person or property that resulted from and the use or misuse of the Product on or after the date Closing Date or otherwise relates to the Product sold (including any Proceeding relating to any such Liabilities) on or after the Closing Date, which, in the case of the Balance Sheet as reflected any split lots of Product, shall be determined based on the percentage of any such lot sold on or after the Closing Balance Sheet Date; and (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed vi) all other Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets or the Product, or Purchaser’s use thereof, solely to the extent that such are not Retained Liabilities, including to any Governmental Authority, and Assumed Liabilities. (b) All Liabilities of all fees arising from or related to any Intellectual Property included in the Sellers Purchased Assets, but only to the extent not specifically assumed by Purchaser pursuant related to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities or arising out of any Employee Benefit Plan heretofore sponsored act, omission or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred event occurring prior to the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.Closing. ​

Assumption of Liabilities. PRGUSA agrees to assume, from and after the Closing Date, only the following liabilities, to the extent disclosed to and accepted by PRGUSA on the Estimated Closing Balance Sheet (as defined herein) or the Schedules attached hereto, subject to Section 2.4(d) hereof (the "Assumed Liabilities"): (a) At normal current (which means trade payables not older than 30 days from the Closing, Purchaser shall assume and shall become responsible date originally invoiced (regardless of any agreements allowing for the payment, performance and satisfaction of all later payments)) trade payables of the following Liabilities Business incurred in the ordinary course of business and outstanding as of the SCT Sellers: Effective Date or incurred in the ordinary course of business thereafter consistent with past practices and the provisions of Section 3.5 hereof, excluding (iA) all Seller Transaction Expenses (as defined in Section 3.13 hereof); (B) non-trade payables (meaning those not directly related to the Liabilities with respect Business to any Purchased Assetbe acquired by PRGUSA pursuant hereto); (C) payables past due as of the Effective Date; and (iiD) all accounts payable or other indebtedness due to the Liabilities reflected Shareholder or EPS or any affiliates of Shareholder or EPS from Seller; (b) commission amounts which will be owed by the Business to its commissioned employees, consultants or independent contractors (but not to Shareholder or EPS) upon collection of Accounts Receivable and Work in Progress outstanding on the Balance SheetEffective Date; (c) all obligations and liabilities of Seller arising from and after the Effective Date under the Assigned Contracts (which shall include all Client Contracts) and the Assigned Leases, to the extent not satisfied prior yet performed by Seller; (d) accrued employee vacation liability as of the Effective Date reflected on the Estimated Closing Balance Sheet to Closing, and any Liabilities occurring in the ordinary course Hired Employees; and (e) accrued bonuses to employees of the Business from and after the date as of the Balance Sheet Effective Date as reflected on the Estimated Closing Balance Sheet (collectively, Sheet. Except for the "Assumed Liabilities", PRGUSA shall not assume any debts or liabilities of Seller of any kind or nature whatsoever. Without limiting the generality of the foregoing, PRGUSA shall not assume any accounts payable (other than the trade payables described in 2.2(a) above), any liabilities for payroll, sick leave or sick pay, bonus, retirement plans and similar payroll expenses (whether or not accrued), loans due to Shareholder, bank debt or other notes payable, or disputed, contingent or unliquidated liabilities of any kind whatsoever (including any liability in respect of any claims made by Information Source Inc., including those related to the lawsuit Information Source, Inc. v. Telecom Services, Ltd., a division of Brite Voice Systems, Inc. in the S▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇w Division, Morr▇▇ ▇▇▇nty, Docket No. L-2972-98). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant Anything to the terms contrary contained herein notwithstanding, PRGUSA shall neither assume nor have any obligations or liabilities whatsoever in respect of any amounts owed by TSL to EPS, Shareholder or those entities identified in Section 10 hereof for breaches 4.29(c) of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein Schedule 4.29 attached hereto, including that item identified as "Excluded Liabilities,Inter L/T Rec" which shall include under the heading Other Assets in the Estimated Closing Balance Sheet, Seller's Taxes (ias hereinafter defined), severance, income tax withholding, payroll and/or unemployment tax, workers' compensation, pension, profit-sharing, health insurance, COBRA (as hereinafter defined) except or any other employee or other benefit liabilities in respect of any Business Employees (as otherwise provided hereinafter defined) or in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored Plans (as hereinafter defined), including any contribution, tax, lien, penalty, cost, interest, claim, loss, action, suit, damage, cost assessment, withdrawal liability, liability to the Pension Benefit Guaranty Corporation (the "PBGC"), liability under Section 412 of the Internal Revenue Code of 1986, as amended (the "Code") or maintained by Section 302(a)(2) of the CompanyEmployee Retirement Income Security Act of 1974, any as amended ("ERISA"), or other similar liability or expense of Seller or any ERISA Affiliate for the Hired Employees (as hereinafter defined), and any amount attributable PRGUSA shall not become a party to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason as a result of any charges incurred prior to of the Closing Datetransactions contemplated by this Agreement. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. (a) At Subject to the terms and conditions set forth herein, from and after the Closing, Purchaser shall assume and shall become responsible for agree to satisfy, perform, pay and discharge when due solely the paymentfollowing liabilities and obligations of Seller (paragraphs (a), performance (b), (c) and satisfaction (d) below, collectively, the “Assumed Liabilities”): (a) liabilities and obligations of all Seller under Included Contracts included in the Assets that, by the terms of such Included Contracts, arise after the Closing (other than by virtue of a default or violation of any Included Contract occurring prior to the Closing), relate to periods following the Closing and are to be observed, paid, discharged, or performed as the case may be, at any time after the Closing; (b) Seller’s obligations to its customers under its standard Warranty Policy, as described in Section 2.3(b) of the following Liabilities of the SCT Sellers: Disclosure Schedule (i“Warranty Obligations”) the Liabilities with respect to any Purchased Assetproducts sold prior to (or after) the Closing and relating to Assets or the Divisions; (c) accounts payable, customer deposits and accrued expenses of each of the Divisions as of the Closing Date, in each case as identified on Section 2.3(c) of the Disclosure Schedule (the “Payables Schedule”), provided that the Seller shall update the Payables Schedule within thirty (30) days after the Closing to reflect any additions to accounts payable, customer deposits and accrued expenses as of the Closing Date; and provided, further that Purchaser shall not assume accounts payable which have been outstanding and are past due for longer than sixty (ii60) the Liabilities reflected on the Balance Sheet, days prior to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities.Date; and (bd) All Liabilities of the Sellers not specifically liabilities and obligations expressly assumed by Purchaser pursuant to Section 2.2(aArticle IX. (e) shall be referred to herein as "Excluded Liabilities," which shall include Within thirty (i30) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to days after the Closing Date. , Seller shall prepare and deliver to Purchaser a schedule identifying the accounts receivable acquired by the Purchaser pursuant to this Agreement, and the accounts payable and the purchases which will result in accounts payable (c“Purchases Clearing”) assumed by the Purchaser pursuant to this Agreement (the “Payables Adjustment Schedule”). The Payables Adjustment Schedule will include a determination of the amount by which such accounts receivable exceeds such accounts payable and Purchases Clearing (the “Closing Date Net Receivables”). If the Closing Date Net Receivables is less than $250,000, Seller shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related retain such accounts payable relating to the Purchased AssetsDivisions and the Assets so that the Closing Date Net Receivables equals or exceeds $250,000. For purposes of the Payables Adjustment Schedule, accounts receivable excludes prepaid expenses relating to the Assets and the Divisions and accounts payable and Purchases Clearing excludes unpaid commissions, accrued expenses and customer deposits relating to the Assets and the Divisions.

Assumption of Liabilities. (a) At Upon the terms and subject to the conditions set forth herein, at the Closing, Purchaser Buyer shall assume and shall agree to pay, honor and discharge promptly as they become responsible for due the paymentfollowing liabilities, performance obligations and satisfaction of all commitments of the following Liabilities of Company and the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet Company Group (collectively, the "“Assumed Liabilities"). Notwithstanding ”): (a) all accounts payable listed on the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities.Final Closing Date Statement; (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) all accrued salaries, wages, bonuses, sales commissions, vacation pay, paid time off and payroll taxes with respect to accrued the Transferred Employees listed on the Final Closing Date Statement; (c) all salaries, wages, bonuses, sales commissions, vacation pay, paid time off, payroll taxes liabilities, severance obligations, and other liabilities, obligations and commitments with respect to the Transferred Employees arising after the Closing Date; (d) all Liabilities obligations of the Business to customers after the Closing Date in respect to unfilled purchase and sale orders, but not including any Employee Benefit Plan heretofore sponsored liability, obligation or maintained commitment of the Company, the OEM Subsidiaries or the Company Group for any breach thereof by the Company, any Seller the OEM Subsidiaries or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by Company Group or a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred predecessor-in-interest occurring prior to the Closing Date.; (ce) Purchaser shall not assume or become liable for any Liability all liabilities, obligations and commitments incurred in the operation of any SCT Seller that is not an Assumed Liabilitythe Business after the Closing Date, whether or not related to and all liabilities, obligations and commitments arising out of the Contracts included in the Purchased Assets, but not including any liability, obligation or commitment of the Company, the OEM Subsidiaries or the Company Group for any breach thereof by the Company, the OEM Subsidiaries or the Company Group or a predecessor-in-interest occurring prior to the Closing Date; (f) all liabilities, obligations and commitments to the customers of the Business under warranty agreements and similar arrangements with customers; and (g) all other liabilities, obligations and commitments to the extent reflected in, reserved against or otherwise described on the Final Closing Date Statement. For the avoidance of doubt, with respect to the OEM Subsidiaries for purposes of this Agreement, the liabilities enumerated in paragraphs (a) – (g) shall be deemed to be Assumed Liabilities and any other liabilities, including those liabilities assigned to the Company and/or the Company Group by the OEM Subsidiaries under the OEM Assignment and Assumption Agreement, of the OEM Subsidiaries shall be deemed to be Excluded Liabilities.

Assumption of Liabilities. (a) At Closing the Closing, Purchaser Successor shall assume and shall become responsible for the paymentagree to pay, performance and satisfaction of all of discharge or perform as appropriate only the following Liabilities of the SCT Sellers: liabilities and obligations arising on or after Closing (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding ) and the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) predecessor party shall be referred to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) liable for all the liabilities arising on or before the closing date: a. All obligations with respect to accrued vacation paythe Premises; b. All obligations under customer purchase orders; c. All leases of personal property and equipment, all Liabilities of any Employee Benefit Plan heretofore sponsored and contracts or maintained by agreements with vendors providing services to the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to Business after the Closing Date; d. All obligations with respect to the factored accounts receivable of the Predecessor. (c) Purchaser shall not assume or become liable for any Liability e. The successor company has been totally made aware by the predecessor company of the ongoing disputes with the financiers ……………….., pending in the DRT and with District Collectors Office and successor company’s director has signed all the legal dispute documents in token of the same. The attorney’s fees will be borne by the predecessor company. f. In case of any SCT Seller that default by the predecessor company on the loan mentioned in Sub- Clause H and I , the predecessor party will bear the default and foreclosure charges. g. All the taxes liabilities such as municipal taxes of all local bodies, income tax, cess, surcharge, any property gain tax, GST, PF, ESI or any other tax liability in respect of the business. Except for the Assumed Liabilities, the Successor is not an Assumed Liabilityassuming, nor shall it in any way be liable or responsible for, any liabilities, obligations or debts of Predecessor, whether accrued, absolute, contingent or not related otherwise, arising before or after the Closing. h. Purchasing loan on the property of ………………. (Property A) from …………. amounting to Rs. …………. is outstanding as on ……….. EMI is deducted on the Purchased Assets…… of each month and the Balance outstanding installments will be paid by the successor company. i. Purchasing loan on the property of Property B from …………….. amounting to Rs. ………… is outstanding as on ………... EMI is deducted on the ……… of each month and the Balance outstanding installments will be paid by the successor company.

Assumption of Liabilities. (a) At the Closing, Purchaser shall assume Buyer will assume, and shall become responsible for the paymentthereafter pay, performance perform and satisfaction of all of discharge when due, the following Liabilities liabilities of the SCT Sellers: (i) the Liabilities with respect to any Purchased Asset; and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected on the Closing Balance Sheet Sellers (collectively, the "“Assumed Liabilities"). Notwithstanding ”): (a) All liabilities and obligations under the Acquired Contracts, including, without limitation, all cure costs required to be paid pursuant to Section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Assumed Liabilities by PurchaserAcquired Contracts (such cure costs are, collectively, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties relating to the Purchased Assets and Assumed Liabilities.“Cure Costs”); (b) All Liabilities liabilities and obligations in respect of any gift cards, gift certificates, loyalty programs or similar items relating to the Business; (c) All liabilities and obligations under the Worker Adjustment and Retraining Notification Act of 1988, or similar state or local law regarding employee terminations, if any, arising out of or resulting solely from layoffs or termination of employees in the Granite City Business by Buyer after the Closing; 12368957v1 (d) All liabilities and obligations related to accrued store-level bonuses, vacation days, sick days or other paid time-off, that is earned or accrued by, but not yet payable to, employees, officers, directors or contractors of Sellers that Buyer hires as an employee as part of this Transaction; (e) All accrued but unpaid Property Taxes, if any, related to or arising from the ownership of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(aAcquired Assets; (f) shall be referred to herein as "Excluded Liabilities," which shall include All liability for (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation paybut unbilled or not due rent charges arising under the Leased Real Property, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Companyincluding adjustments, any Seller or any ERISA Affiliate for the Hired Employees (reconciliations and any amount attributable to any such Employee Benefit Plan); indemnity obligations and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insuranceall cure costs required to be paid pursuant to Section 365 of the Bankruptcy Code in connection with the assumption and assignment of the Leased Real Property, reimbursement or other benefits payable by reason of any charges incurred whether arising prior to or following the Closing Petition Date.; and (cg) Purchaser shall not assume Those liabilities and obligations assumed by or become liable for any Liability made the responsibility of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased AssetsBuyer as set forth elsewhere in this Agreement.

Assumption of Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, and to the extent not paid by Seller prior to or at Closing, at the Closing on the Closing Date, Purchaser shall assume, shall take subject to, and thereafter shall pay, satisfy, discharge and perform when due, the liabilities and obligations of Seller listed on Exhibit G (the “Assumed Liabilities”): (a) At current or accrued liabilities of the type historically accounted for in the categories listed on Exhibit I (the “Payables”); (b) pursuant to one or more Assignment and Assumption Agreements, the liabilities and obligations arising after the Closing Date under the Assumed Contracts and the Transferred Permits (including executory obligations); (c) pursuant to the Purchaser’s Lease Agreement, all liabilities and obligations arising after the Closing Date under that lease (including executory obligations); (d) any liability or obligation of Seller with respect to the Assumed Plans and the Collective Bargaining Agreements; (e) any liability or obligation of Seller resulting from the consummation of the transactions contemplated herein and arising under or related to the WARN Act; (f) any liability to holders of winning keno tickets for ▇▇▇▇▇▇ booked by Seller prior to or at the Closing for events which have not yet occurred by the Closing, provided that Seller pays to Purchaser shall assume and shall become responsible the value of such ▇▇▇▇▇▇ pursuant to Section 4.5; (g) all liabilities for purchase money obligations whether structured as debt, lease or otherwise, to the paymentextent set forth on Exhibit G; (h) any liability for food, performance and satisfaction of all of merchandise, rooms, show tickets or other complimentaries issued to third parties for services or goods furnished to the following Liabilities of Business prior to or at the SCT Sellers:Closing; (i) any liability for cash or for food, merchandise, rooms, show tickets or other complimentaries, owed to patrons of the Liabilities with respect Business prior to any Purchased Asset; or at the Closing, and (ii) the Liabilities reflected on the Balance Sheet, to the extent not satisfied prior to Closing, and any Liabilities occurring recorded as a liability in the ordinary course Seller’s financial statements, any liability for points or credits earned by patrons of the Business from and prior to or at the Closing, under any slot club or other program offering awards or other incentives to ▇▇▇▇▇▇ to patrons of the Business; (j) all liabilities or obligations for due ▇▇▇▇ contracts or other “trade-out” liabilities listed on Exhibit G other than Payables; (k) any liability for workers’ compensation claims made or reopened after the date Closing by employees of the Balance Sheet as reflected on Business; and (l) except for the Retained Liabilities, all liabilities and obligations arising out of or in any way related to the ownership or operation of the Business or the Assets after the Closing Balance Sheet (collectively, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaser, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties including any Taxes relating to the Purchased Business or the Assets and Assumed Liabilities. (b) All Liabilities of after the Sellers not specifically assumed Closing Date), including prorated amounts payable by Purchaser pursuant to Section 2.2(a) shall be referred 4.5 arising out of or in any way related to herein as "Excluded Liabilities," which shall include (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation pay, all Liabilities of any Employee Benefit Plan heretofore sponsored the Business or maintained by the Company, any Seller Assets on or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) any claim by a Hired Employee or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement or other benefits payable by reason of any charges incurred prior to after the Closing Date. (c) Purchaser shall not assume or become liable for any Liability of any SCT Seller that is not an Assumed Liability, whether or not related to the Purchased Assets.

Assumption of Liabilities. Upon the terms and subject to the conditions contained herein, at the Closing, Buyer shall assume the following, and only the following, Liabilities of Seller (the "Assumed Liabilities"): (a) At accounts payable set forth on the Balance Sheet or incurred after the Balance Sheet Date but prior to the Closing, Purchaser shall assume in the ordinary course of business, but excluding any intercompany accounts payable, and shall become responsible for in each case, only to the payment, performance and satisfaction of all of extent such payable is included on the following Liabilities of the SCT Sellers:Closing Balance Sheet; (ib) accrued expenses set forth on the Liabilities with respect Balance Sheet or incurred after the Balance Sheet Date but prior to any Purchased Asset; the Closing, in the ordinary course of business, and in each case, only to the extent such accrued expense is included on the Closing Balance Sheet; (iic) accrued compensation and vacation set forth on the Liabilities reflected Balance Sheet or incurred after the Balance Sheet Date but prior to the Closing, in the ordinary course of business and in each case, only to the extent such accrued compensation or vacation is included on the Closing Balance Sheet; (d) notes payable set forth on the Balance Sheet, but only to the extent not satisfied prior to Closing, and any Liabilities occurring in the ordinary course of the Business from and after the date of the Balance Sheet as reflected such note payable is included on the Closing Balance Sheet Sheet; (collectivelye) accruing, the "Assumed Liabilities"). Notwithstanding the assumption of the Assumed Liabilities by Purchaserarising out of, the Sellers agree that they are responsible to indemnify Purchaser for its Losses pursuant to the terms of Section 10 hereof for breaches of representations and warranties or relating to events or occurrences happening after the Purchased Assets and Assumed Liabilities. (b) All Liabilities of the Sellers not specifically assumed by Purchaser pursuant to Section 2.2(a) shall be referred to herein as "Excluded Liabilities," which shall include Closing Date under (i) except as otherwise provided in Section 5.13(e) with respect to accrued vacation paythe Assumed Leases, all Liabilities of any Employee Benefit Plan heretofore sponsored or maintained by the Company, any Seller or any ERISA Affiliate for the Hired Employees (and any amount attributable to any such Employee Benefit Plan); and (ii) Contracts listed on SCHEDULE 4.7 and including those identified on SCHEDULE 2.9, and (iii) Contracts which are not listed on SCHEDULE 4.7 but which Buyer, in its sole discretion, elects to accept and assume, but in each case not including any claim by a Hired Employee Liability for any Default under any Contract or an eligible dependent under such Employee Benefit Plan for insurance, reimbursement Assumed Lease occurring on or other benefits payable by reason of any charges incurred prior to the Closing Date.; (cf) Purchaser the Mortgage; (g) any Tax arising from the operation of the Business for periods (including portions of Taxable periods) beginning after the Closing Date; and (h) in respect of Rehired Employees to the extent expressly assumed by Buyer pursuant to Section 6.6. The assumption by Buyer of the Assumed Liabilities shall not assume expand the rights or become liable for any Liability remedies of any SCT third party against Buyer or Seller that is not an Assumed Liability, whether or not related as compared to the Purchased Assetsrights or remedies which such third party would have had against Seller had Buyer not assumed the Assumed Liabilities. Without limiting the generality of the preceding sentence, the assumption by Buyer of the Assumed Liabilities shall not create any third party beneficiary rights.