Common use of Liabilities Assumed Clause in Contracts

Liabilities Assumed. On the Closing Date, CNCO will assume and agree to pay, perform and discharge as and when due the liabilities and obligations, whether fixed, absolute or contingent, matured or unmatured, (the "Assumed Liabilities") relating to the Business as the same exist on the Closing Date which are specified below (provided, that in no event shall the Assumed Liabilities include any Retained Liabilities, and CNCO shall assume no other liabilities whatsoever of the Associated Subsidiaries or their Affiliates): (i) all accounts payable and trade obligations to the extent relating to the Business, including those which are owed to the Associated Subsidiaries or their Affiliates which were incurred in the ordinary course of business; (ii) all prepaid subscription and advertising obligations to the extent relating to the Business; (iii) all liabilities and obligations arising from commitments (in the form of issued purchase orders or otherwise) to purchase or acquire inventory, supplies or services to the extent relating to the Business and reflected on a balance sheet of the Business as of the Closing Date as accounts payable or accrued expenses; (iv) all liabilities and obligations under existing licenses, permits, authorizations, leases or contracts which are to be assigned to CNCO hereunder other than liabilities or obligations for breaches or defaults that occurred prior to the Closing; (v) all liabilities or obligations for accrued but unpaid vacation pay, sick pay and holiday pay for Employees (as defined in Section 10.1) to the extent such pay is reflected in the Net Liabilities (as defined in Section 1.3(f)) of the Business as of the Effective Date; and (vi) [Reserved] (vii) all liabilities, other than Retained Liabilities (including Tax (as defined in Section 3.14) liabilities), which are reflected in the balance sheet included in the Financial Statements dated as of September 30, 1997 provided pursuant to Section 3.6 (except to the extent discharged prior to the Closing Date) or incurred by the Business since the date of such balance sheet not in breach of any representation or covenant in this Agreement and in the ordinary course of business which are of the type that would be reflected in a balance sheet prepared in conformity with GAAP and consistent with the Financial Statements.

Liabilities Assumed. On the Closing Date, CNCO will assume Buyer hereby assumes and agree agrees to pay, perform and discharge as and when due the liabilities and obligationsdischarge, whether fixed, absolute or contingent, matured or unmatured, (the "Assumed Liabilities") relating to the Business as extent not theretofore performed, paid or discharged, all liabilities and/or obligations of Seller related to the same exist on Assumed Contracts and the Leases arising after the Closing Date which are specified below (providedas defined in Section 13.1 – Closing Date), provided that in no event shall Buyer will not be obligated to assume such Assumed Contracts if the assignment of the Assumed Liabilities include any Retained Liabilities, Contract requires the consent of a third party and CNCO shall assume no other such consent has not been obtained prior to the Closing Date and all liabilities whatsoever of the Associated Subsidiaries or their Affiliates): (i) Seller associated with all accounts payable and trade obligations to the extent relating to the Business, including those which are owed to the Associated Subsidiaries or their Affiliates which were all accrued expenses incurred by Seller in the ordinary course of business; (ii) all prepaid subscription and advertising obligations Seller’s business prior to the extent relating to the Business; (iii) all liabilities and obligations arising from commitments (in the form of issued purchase orders or otherwise) to purchase or acquire inventory, supplies or services to the extent relating to the Business and reflected on a balance sheet of the Business as of the Closing Date (the “Assumed Liabilities”). Attached as Exhibit C is a list of all of the accounts payable or and accrued expenses; expenses as of May 30, 2005 and the value of each that Buyer will assume after the Closing Date (iv) all liabilities and obligations under existing licenses, permits, authorizations, leases or contracts which are to be assigned to CNCO hereunder other than liabilities or obligations for breaches or defaults that occurred prior to the Closing; (v) all liabilities or obligations for accrued but unpaid vacation pay, sick pay and holiday pay for Employees “Accounts Payable”). Buyer will receive a credit against the Purchase Price (as defined in Section 10.14 – Purchase Price) for the total amount of Accounts Payable that the Buyer will assume. The Buyer will not assume or have any responsibility with respect to any other obligation or liability of Seller not included within the extent such pay is reflected in the Net Liabilities (as defined in Section 1.3(f)) definition of Assumed Liabilities, including, without limitation, any liability, obligation, claim against or contract of the Business as or Seller of any kind or nature, whether known or unknown, arising out of this or any other transaction or event occurring prior or subsequent to the Effective Date; and (vi) [Reserved] (vii) Closing, and Seller expressly agrees it will remain liable for, it will indemnify Buyer, and its affiliates, members, officers, employees, agents, consultants, contractors and representatives from all such obligations or liabilities. Buyer will be provided with a credit against the Purchase Price for all deposits paid to Seller under the Wedding Contracts and any and all customer deposit receipts including but not limited to the foregoing. Notwithstanding any other provision of this Agreement, other than Retained Liabilities (including Tax (as defined in Section 3.14) liabilities)no event whatsoever, which are reflected in the balance sheet included in the Financial Statements dated as of September 30, 1997 provided pursuant to Section 3.6 (except to the extent discharged prior agreed upon pursuant to the Closing Date) terms set forth in Section 11.9, in either law or incurred in equity, will ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and or ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ be held personally liable for any claim whatsoever of any kind or nature, whenever it may occur, which arises out of the Agreement or as a result of the closing of the transactions covered by the Business since the date of such balance sheet not in breach of any representation or covenant in this Agreement and in the ordinary course of business which are of the type that would be reflected in a balance sheet prepared in conformity with GAAP and consistent with the Financial StatementsAgreement.

Liabilities Assumed. On the Closing Date, CNCO Buyer will assume and agree to pay, perform and discharge as and when due the liabilities and obligations, whether fixed, absolute or contingent, matured or unmatured, (the "Assumed Liabilities") relating to the Business as the same exist on the Closing Date which are specified below (provided, that in no event shall the Assumed Liabilities include any Retained Liabilities, and CNCO Buyer shall assume no other liabilities whatsoever of the Associated Subsidiaries Seller or their its Affiliates): (i) all accounts payable and trade obligations to the extent relating to the Business, including those which are owed to the Associated Subsidiaries Seller or their its Affiliates which were incurred in the ordinary course of business; (ii) all prepaid subscription and advertising obligations to the extent relating to the Business; (iii) all liabilities and obligations arising from commitments (in the form of issued purchase orders or otherwise) to purchase or acquire inventory, supplies or services to the extent relating to the Business and reflected on a balance sheet of the Business as of the Closing Date as accounts payable or accrued expenses; (iv) all liabilities and obligations under existing licenses, permits, authorizations, leases or contracts which are to be assigned to CNCO Buyer hereunder other than liabilities or obligations for breaches or defaults default that occurred prior to the Closing; (v) all liabilities or obligations for accrued but unpaid vacation pay, sick pay and holiday pay for Employees (as defined in Section 10.17(a)) to the extent such pay is reflected in the Net Liabilities (as defined in Section 1.3(f3(c)) of the Business as of the Effective Date; and (vi) [Reserved] (vii) all liabilities, other than Retained Liabilities (including Tax (as defined in Section 3.143.14 of the Asset Purchase Agreement) liabilities), which are reflected in the balance sheet included in the Financial Statements dated (as of September 30, 1997 provided pursuant to defined in Section 3.6 of the Asset Purchase Agreement) to the extent relating to the Business (except to the extent discharged prior to the Closing Date) or incurred by the Business since the date of such balance sheet not in breach of any representation or covenant in this Agreement and in the ordinary course of business which are of the type that would be reflected in a balance sheet prepared in conformity with GAAP and consistent with the Financial Statements.any

Liabilities Assumed. On (a) Except for the Closing DateAssumed Liabilities expressly specified in Section 2.2(b), CNCO will assume and agree Buyer has not agreed to pay, perform shall not be required to assume and discharge as and when due the liabilities and obligationsshall have no liability or obligation with respect to, whether fixedany liability or obligation, direct or indirect, absolute or contingent, known or unknown, matured or unmatured, of Seller, any subsidiary or affiliate of Seller or any other person, whether arising out of occurrence prior to, at or after the date hereof (the "Assumed Excluded Liabilities") relating to the Business as the same exist on the Closing Date which are specified below (provided). Excluded Liabilities shall include, that in no event shall the Assumed Liabilities include any Retained Liabilitieswithout limitation, and CNCO shall assume no other liabilities whatsoever of the Associated Subsidiaries or their Affiliates): (i) all accounts payable fees and trade obligations to the extent relating to the Businessexpenses incurred by Seller or any of its affiliates or subsidiaries, including those which are owed to the Associated Subsidiaries or their Affiliates which were incurred in the ordinary course of business; connection with this Agreement; (ii) all prepaid subscription and advertising obligations any liability or obligation to the extent relating or in respect of any employees or former employees of Seller related to the Business; (iii) all liabilities and obligations arising from commitments (in the form of issued purchase orders their employment or otherwise) to purchase or acquire inventory, supplies or services to the extent relating to the Business and reflected on a balance sheet of the Business as of the Closing Date as accounts payable or accrued expenses; (iv) all liabilities and obligations under existing licenses, permits, authorizations, leases or contracts which are to be assigned to CNCO hereunder other than liabilities or obligations for breaches or defaults that occurred accruing prior to the Closing; Closing or as a result of their termination by Seller including without limitation (vw) all liabilities or obligations for accrued but unpaid vacation wages, overtime, severance pay, pay in lieu of notice, accrued vacation time earned or accrued prior to the Closing or as a result thereof, other than any accrued paid vacation days and sick pay for any employees of Seller whom Buyer agrees to employ ("Employee Costs"), (x) any employment agreement, whether or not written, between Seller and holiday pay for Employees any person, (y) any liability under any Employee Plan (defined to include any employee benefit plan, ?Employee Benefit Plan,? as defined in Section 10.1) to the extent such pay is reflected in the Net Liabilities (as defined in Section 1.3(f)3(3) of the Business Employee Retirement Income Security Act of 1974, as amended, ?ERISA,? and all other benefit arrangements that are not Employee Benefit Plans, including, but not limited to any employment or consulting agreement, any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice, ?Benefit Arrangement,? (i) which are maintained, contributed to or required to be contributed to by Seller or any entity that, together with Seller as of the Effective Date; and (vi) [Reserved] (vii) all liabilitiesrelevant measuring date under ERISA, other than Retained Liabilities (including Tax (is or was required to be treated as defined in a single employer under Section 3.14) liabilities), which are reflected in the balance sheet included in the Financial Statements dated as of September 30, 1997 provided pursuant to Section 3.6 (except to the extent discharged prior to the Closing Date) or incurred by the Business since the date of such balance sheet not in breach of any representation or covenant in this Agreement and in the ordinary course of business which are 414 of the type that would Code, ?ERISA Affiliate,? or under which Seller or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Seller or any ERISA Affiliate) at any time maintained, contributed to or required to be reflected in a balance sheet prepared in conformity contributed to by or with GAAP and consistent with the Financial Statements.respect to Seller or under which Seller may incur liability, or any contributions, benefits or liabilities therefor, or any

Liabilities Assumed. On the Closing Date, CNCO will Buyer shall assume and agree to pay, perform and discharge as and when due the following liabilities and obligationsobligations of Seller (collectively, whether fixed, absolute or contingent, matured or unmatured, (the "“Assumed Liabilities") relating to the Business as the same exist on the Closing Date which are specified below (provided, that in no event shall the Assumed Liabilities include any Retained Liabilities, and CNCO shall assume no other liabilities whatsoever of the Associated Subsidiaries or their Affiliates”): (ia) all accounts payable and trade Seller’s obligations under the Contracts, except to the extent relating arising out of or related to the Business, including those which are owed to the Associated Subsidiaries or their Affiliates which were incurred in the ordinary course a breach of business; (ii) all prepaid subscription and advertising obligations to the extent relating to the Business; (iii) all liabilities and obligations arising from commitments (in the form of issued purchase orders or otherwise) to purchase or acquire inventory, supplies or services to the extent relating to the Business and reflected on a balance sheet of the Business as of the Closing Date as accounts payable or accrued expenses; (iv) all liabilities and obligations under existing licenses, permits, authorizations, leases or contracts which are to be assigned to CNCO hereunder other than liabilities or obligations for breaches or defaults that occurred such Contract by Seller prior to the Closing, except that Buyer shall not assume any obligations arising prior to or as a result of the Closing under the PowerComm Settlement Agreement (as such term is defined in the Seller Disclosure Schedule); (vb) all All accounts payable and accrued liabilities or obligations for (excluding accrued but unpaid payroll, bonuses, vacation pay, sick pay and holiday pay for Employees (as defined in Section 10.1) to the extent such pay is reflected in the Net Liabilities (as defined in Section 1.3(f)other employee-related liabilities) of the Business as of the Effective Date; and (vi) [Reserved] (vii) all liabilities, other than Retained Liabilities (including Tax (as defined in Section 3.14) liabilities), which are reflected in the balance sheet included in the Financial Statements dated as of September 30, 1997 provided pursuant to Section 3.6 (except to the extent discharged prior to the Closing Date) or incurred by the Business since the date of such balance sheet not in breach of any representation or covenant in this Agreement and Seller arising in the ordinary course of business which that are not more than 30 days old as of the type Closing Date, or that would are specifically listed on Exhibit I; (c) All warranty obligations of Seller related to products sold or services furnished by Seller prior to the Closing Date, including warranty obligations related to the SPOT 2 Repair (as defined in Section 8(n)); provided, however, that expenses for the SPOT 2 Repair shall be reflected satisfied by Seller in a balance sheet prepared in conformity accordance with GAAP Section 8(n), and consistent any recovery by Buyer and Globalstar against Seller for warranty obligations associated with the Financial StatementsSPOT 2 Repair shall be exclusively limited to the manner and amounts specifically contemplated by Section 8(n) and Section 13 of this Agreement; (d) All taxes arising out of the operation of the Business or relating to the Purchased Assets with respect to, for any tax period ending after the Closing Date, the portion of such tax period that begins on the Closing Date and ends on the last day of such tax period; and (e) Any other liabilities arising out of the ownership, operation or use of the Purchased Assets or the Business arising out of or related to periods after the Closing Date. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 2, BUYER SHALL NOT ASSUME, AND SHALL NOT FOR ANY PURPOSES BE DEEMED TO HAVE ASSUMED, ANY CONTRACTS, LIABILITIES OR OBLIGATIONS OF ANY NATURE WHATSOEVER OF, OR CLAIMS AGAINST, SELLER OR ITS AFFILIATES OR ANY LIABILITIES OR OBLIGATIONS OF ANY NATURE WHATSOEVER ARISING OR BASED ON EVENTS OCCURRING PRIOR TO THE CLOSING WITH RESPECT TO THE PURCHASED ASSETS OR THE BUSINESS, INCLUDING WITHOUT LIMITATION, ANY LIABILITY FOR ENVIRONMENTAL MATTERS AND ANY LIABILITY OWED TO ANY ACTUAL OR ALLEGED DEBT OR EQUITY HOLDER OF SELLER IN RESPECT OF SUCH DEBT OR EQUITY OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (COLLECTIVELY, THE “EXCLUDED LIABILITIES”). SELLER AGREES TO PERFORM, PAY OR DISCHARGE ANY AND ALL OF THE EXCLUDED LIABILITIES PROMPTLY AS THEY BECOME DUE.

Liabilities Assumed. On Simultaneously with the Closing Datetransfer, CNCO will conveyance and assignment to Purchaser of the Purchased Assets, Purchaser shall assume and agree to pay, perform and discharge as and when due only the following liabilities and obligations, whether fixed, absolute or contingent, matured or unmatured, obligations of Seller (the "Assumed Liabilities") relating to the Business as the same exist on the Closing Date which are specified below (provided, that in no event shall the Assumed Liabilities include any Retained Liabilities, and CNCO shall assume no other liabilities whatsoever of the Associated Subsidiaries or their Affiliates): (a) All contractual performance liabilities and obligations of Seller arising under Contracts and Orders after the Closing; provided, however, that (i) all accounts payable Purchaser shall not assume financial responsibility for the costs to correct defects and/or functionality deficiencies in (x) products of the Business manufactured or supplied, (y) products sold or (z) services performed by Seller under the Contracts and trade obligations to the extent relating to the BusinessOrders ("Warranty Work"), including those which are owed to the Associated Subsidiaries or their Affiliates which were incurred in the ordinary course of business; and (ii) Purchaser shall assume all prepaid subscription and advertising obligations to the extent relating to the Business; (iii) all contractual performance liabilities and obligations arising from commitments (in the form of issued purchase orders Seller that arose, or otherwise) to purchase or acquire inventorymay arise, supplies or services to the extent relating to the Business and reflected on a balance sheet out of any of the Business as of the Closing Date as accounts payable or accrued expenses; (ivcustomer contracts specified on Schedule 2.1(a) all liabilities and obligations under existing licenses, permits, authorizations, leases or contracts which are to be assigned to CNCO hereunder other than liabilities or obligations for breaches or defaults that occurred hereof at any time prior to the Closing;, including financial responsibility for the costs to correct any of the defects and/or functionality deficiencies referred to in Sections 2.1(a)(i)(x), (y) and (z) hereof. (vb) all Except for liabilities arising out of or obligations for accrued but unpaid vacation payrelated to events occurring and/or Products manufactured and/or delivered prior to Closing, sick pay and holiday pay for Employees (as defined in Section 10.1) to the extent such pay is reflected in the Net Liabilities (as defined in Section 1.3(f)) of the Business as of the Effective Date; and (vi) [Reserved] (vii) all liabilities, other than Retained Liabilities if any, to persons for bodily injury or property damage occurring in connection with any of the Purchased Assets at any time after the Closing, and upon valid tender by Seller to Purchaser of any such claim, demand, suit, process or action alleging liability herein assumed by Purchaser, Purchaser shall at its own cost and expense defend, indemnify and hold harmless Seller with respect to such claim, demand, suit or action. (including Tax (as defined in Section 3.14c) liabilities), which are reflected in the balance sheet included in the Financial Statements dated as All liabilities and obligations of September 30, 1997 provided pursuant to Section 3.6 (except Seller with respect to the extent discharged prior to Purchased Assets, including litigation, suits, claims, demands or governmental proceedings, based on facts arising after the Closing. (d) Purchaser shall be responsible for all obligations under the equipment leases set forth on Schedule 1.1(d) hereof that are marked for employees or agents of Seller hired or retained by Purchaser from and after the Closing Date) or incurred by the Business since or, if later, from and after the date of such balance sheet not in breach hiring or retention by Purchaser, pro rated to the actual date, and, except for liabilities and / or obligations related to events occurring prior to such date, Purchaser shall hold Seller harmless from obligations of any representation or covenant in this Agreement and in the ordinary course of business which are of the type that would be reflected in a balance sheet prepared in conformity with GAAP and consistent with the Financial Statementsevery kind related thereto.

Liabilities Assumed. On (a) Except for the Closing DateAssumed Liabilities expressly specified in Section 2.2(b), CNCO will assume and agree Buyer has not agreed to pay, perform shall not be required to assume and discharge as and when due the liabilities and obligationsshall have no liability or obligation with respect to, whether fixedany liability or obligation, direct or indirect, absolute or contingent, known or unknown, matured or unmatured, of Seller, any subsidiary or affiliate of Seller or any other person, whether arising out of occurrence prior to, at or after the date hereof (the "Assumed Excluded Liabilities"). Excluded Liabilities shall include, without limitation, (i) relating all fees and expenses incurred by Seller or any of its affiliates or subsidiaries, in connection with this Agreement; (ii) any liability or obligation to or in respect of any employees or former employees of Seller related to their employment or accruing prior to the Business Closing or as a result of their termination by Seller including without limitation (w) wages, overtime, severance pay, pay in lieu of notice, accrued vacation time earned or accrued prior to the same exist Closing or as a result thereof, other than any accrued paid vacation days and sick pay for any employees of Seller whom Buyer agrees to employ ("Employee Costs"), (x) any employment agreement, whether or not written, between Seller and any person, (y) any liability under any Employee Plan (defined to include any employee benefit plan, "Employee Benefit Plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, "ERISA," and all other benefit arrangements that are not Employee Benefit Plans, including, but not limited to any employment or consulting agreement, any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice, "Benefit Arrangement," (i) which are maintained, contributed to or required to be contributed to by Seller or any entity that, together with Seller as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code, "ERISA Affiliate," or under which Seller or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Seller or any ERISA Affiliate) at any time maintained, contributed to or required to be contributed to by or with respect to Seller or under which Seller may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Seller's withdrawal or partial withdrawal from or termination of any Employee Plan and (z) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted on or prior to the Closing Date or is based on acts or omissions which are specified below occurred on or prior to the Closing Date; (provided, that iii) any liability or obligation of Parent or Seller in no event shall respect of any Tax; or (iv) any liability arising out of occurrences or omissions prior to the Assumed Liabilities include Closing. For purposes of this Agreement "Tax" means any Retained Liabilitiesof the Taxes, and CNCO shall "Taxes" means all federal, state, local and foreign income, capital gains, gross receipts, sales, use, ad valorem, franchise, capital, profits, license, withholding, employment, payroll, transfer, conveyance, documentary, stamp, property, excise, value added, customs duties, minimum taxes, and any other taxes, levies or assessments of any kind whatsoever, together with additions to tax or additional amounts, interest and penalties relating thereto that may be imposed by any federal, state, local or foreign governments. (b) The "Assumed Liabilities" are the following, which Buyer will assume no other liabilities whatsoever of the Associated Subsidiaries or their Affiliates):at Closing: (i) all accounts payable and trade obligations to the extent relating to the Business, including those which are owed to the Associated Subsidiaries or their Affiliates which were incurred in the ordinary course of businessCapital leases listed on Schedule 2.2.1; (ii) all prepaid subscription Operating leases related to Theaters and advertising obligations to the extent relating to the BusinessTheater equipment listed on Schedule 2.2.2; (iii) all All liabilities and obligations arising from commitments (in the form of issued purchase orders or otherwise) to purchase or acquire inventory, supplies or services to the extent relating to the Business and reflected on a balance sheet of the Business as of Seller under contracts listed on Schedule 2.2.3 with respect to events occurring after the Closing Date as accounts payable or accrued expensesDate; (iv) all All current liabilities and obligations under existing licenses, permits, authorizations, leases or contracts which are to be assigned to CNCO hereunder other than liabilities or obligations for breaches or defaults that occurred prior to set forth on the Closingbalance sheet attached as Schedule 1.1(f); (v) all liabilities or obligations for All accrued but unpaid paid vacation pay, days and sick pay set forth on the Schedule delivered pursuant to Section 5.14 hereof for any employees of Seller who become employees of Buyer; (vi) That certain promissory note dated December 30, 1996 in the original principal amount of $330,000 made by Gables in favor of ▇▇▇▇ ▇▇▇▇ Ting and holiday pay ▇▇▇-▇▇▇ ▇▇▇▇, which note is secured by a deed of trust dated as of the same date; provided that Gables shall make the payment due under such note on January 6, 1998 and Buyer shall have no liability or responsibility for Employees such payment. (c) Except as defined in Section 10.1otherwise provided herein, to the extent that Buyer hires any employees of Seller, Buyer will thereafter be responsible for any termination and severance obligations it may have with respect to such employees including without limitation (a) any and all claims against Seller asserted by or on behalf of former employees of Seller who commence employment with Buyer on the Closing Date to the extent such pay claims are based upon or arise from terms and conditions of employment after the Closing Date or the termination of such post-Closing employment; (b) any and all claims asserted by or on behalf of any former employee of Seller who does not commence employment with Buyer on the Closing Date but who is reflected in employed by Buyer at any time following the Net Liabilities Closing Date relating to such employee's terms and conditions of employment after the Closing Date or the termination of such post-Closing employment and (c) any and all liability for the obligation to provide notice under the Worker Adjustment and Retraining Notification Act of 1988 ("WARN") with respect to any "plant closing" or "mass layoff," as those terms are defined in Section 1.3(f)) WARN, for employment losses occurring on the Closing Date caused by Buyer's failure to offer employment to any employee of the Business as of the Effective DateSeller; and (vid) [Reserved] (vii) all liabilitiesBuyer and Seller may supplement the list of Assumed Liabilities to include any liability of Seller incurred at Buyer's direction, other than Retained Liabilities (including Tax (so long as defined such direction is in Section 3.14) liabilities), which are reflected in the balance sheet included in the Financial Statements dated as of September 30, 1997 provided writing specifically indicating that it is delivered pursuant to this Section 3.6 (except to the extent discharged prior to the Closing Date) or incurred by the Business since the date of such balance sheet not in breach of any representation or covenant in this Agreement and in the ordinary course of business which are of the type that would be reflected in a balance sheet prepared in conformity with GAAP and consistent with the Financial Statements.2.2(e)

Liabilities Assumed. On In consideration for the Closing DateContribution, CNCO will assume ------------------- but subject to Section 1.2(b), Spinco hereby assumes and agree undertakes to paydischarge, perform satisfy, and discharge as perform: (i) any and when due the all liabilities and obligationsobligations (including contractual obligations to be performed after the Effective Time) of Chronicle as of the Effective Time, whether fixed, absolute or contingent, matured or unmaturedotherwise, (the "Assumed Liabilities") relating including obligations and liability for withholding and payroll taxes accrued prior to the Business as the same exist on the Closing Date which are specified below (provided, that in no event shall the Assumed Liabilities include any Retained Liabilities, and CNCO shall assume no other liabilities whatsoever of the Associated Subsidiaries or their Affiliates): (i) all accounts payable and trade obligations to the extent relating to the Business, including those which are owed to the Associated Subsidiaries or their Affiliates which were incurred in the ordinary course of businessEffective Time; (ii) all prepaid subscription liabilities of all Chronicle Employee Benefit Plans and advertising obligations all liabilities with respect to the extent employee claims arising or relating to the Businessperiod prior to the Effective Time under any employee medical or dental plans of Chronicle, including employee bonuses, executive deferred compensation of current or former executives of Chronicle, and any COBRA liability; (iii) all liabilities and obligations arising from commitments (in the form with respect to any employee of issued purchase orders or otherwise) to purchase or acquire inventory, supplies or services Western terminated prior to the extent relating Effective Time and all liabilities for severance pursuant to the Business and reflected severance plans described on a balance sheet Schedule 3.1(c)(iii) of the Business as of the Closing Date as accounts payable or accrued expensesMerger Agreement; (iv) all liabilities and obligations under existing licenses, permits, authorizations, leases of Chronicle to indemnify any officer or contracts which are director of Chronicle against liabilities based on or arising out of any action or omission of such officer or director as an officer or director at or relating to be assigned to CNCO hereunder other than liabilities or obligations for breaches or defaults that occurred the period prior to the ClosingEffective Time; (v) all liabilities of Chronicle with respect to worker's compensation claims arising or obligations for accrued but unpaid vacation pay, sick pay and holiday pay for Employees (as defined in Section 10.1) relating to the extent such pay is reflected in the Net Liabilities (as defined in Section 1.3(f)) of the Business as of period prior to the Effective Date; andTime; (vi) [Reserved]all liabilities of Chronicle with respect to any claims arising or relating to the period prior to the Effective Time for which Chronicle is self insured; (vii) all liabilities, other than Retained Liabilities (including Tax (as defined in Section 3.14) liabilities), which are reflected obligations and liabilities specified in the balance sheet included Merger Agreement as obligations and liabilities of Spinco, including the obligation to make payments on behalf of Chronicle in respect of Dissenting Shares, obligations of Chronicle under the Financial Statements AAA Notes, obligations of Chronicle under the Guaranty dated as of September 30November 29, 1997 provided pursuant 1988, between Chronicle and Bank of America National Trust and Savings Association, and obligations of Chronicle to Section 3.6 (except to Salomon Brothers Inc and ▇▇▇▇▇▇ Capital Corporation in connection with the extent discharged prior to the Closing Date) or incurred transactions contemplated by the Business since Merger Agreement; and (viii) all liabilities associated with any business activities of Western other than Western's cable television business, including any businesses previously operated by Western directly or through any Person in which Chronicle held an ownership interest and accounted for as part of the date of such balance sheet not in breach of any representation or covenant Western division, including Wescom Productions, Chronicle Videocassettes, and International Video Network Partnership. The liabilities assumed by Spinco are referred to in this Agreement and in collectively as the ordinary course of business which are of the type that would be reflected in a balance sheet prepared in conformity with GAAP and consistent with the Financial Statements"Assumed Liabilities."

Liabilities Assumed. On the Closing Date, CNCO Buyer will assume and agree to pay, perform and discharge as and when due the liabilities and obligations, whether fixed, absolute or contingent, matured or unmatured, (the "Assumed Liabilities") relating to the Business as the same exist on the Closing Date which are specified below (provided, that in no event shall the Assumed Liabilities include any Retained Liabilities, and CNCO Buyer shall assume no other liabilities whatsoever of the Associated Subsidiaries Seller or their its Affiliates): (i) all accounts payable and trade obligations to the extent relating to the Business, including those which are owed to the Associated Subsidiaries Seller or their its Affiliates which were incurred in the ordinary course of business; (ii) all prepaid subscription and advertising obligations to the extent relating to the Business; (iii) all liabilities and obligations arising from commitments (in the form of issued purchase orders or otherwise) to purchase or acquire inventory, supplies or services to the extent relating to the Business and reflected on a balance sheet of the Business as of the Closing Date as accounts payable or accrued expenses; (iv) all liabilities and obligations under existing licenses, permits, authorizations, leases or contracts which are to be assigned to CNCO Buyer hereunder other than liabilities or obligations for breaches or defaults default that occurred prior to the Closing; (v) all liabilities or obligations for accrued but unpaid vacation pay, sick pay and holiday pay for Employees (as defined in Section 10.17(a)) to the extent such pay is reflected in the Net Liabilities (as defined in Section 1.3(f3(c)) of the Business as of the Effective Date; and (vi) [Reserved] (vii) all liabilities, other than Retained Liabilities (including Tax (as defined in Section 3.143.14 of the Asset Purchase Agreement) liabilities), which are reflected in the balance sheet included in the Financial Statements dated (as of September 30, 1997 provided pursuant to defined in Section 3.6 of the Asset Purchase Agreement) to the extent relating to the Business (except to the extent discharged prior to the Closing Date) or incurred by the Business since the date of such balance sheet not in breach of any representation or covenant in this Agreement and in the ordinary course of business which are of the type that would be reflected in a balance sheet prepared in conformity with GAAP and consistent with the Financial Statements.