Common use of Liabilities Being Assumed Clause in Contracts

Liabilities Being Assumed. (a) Pursuant to the terms and subject to the conditions of this Agreement, in consideration of the foregoing assignment and conveyances and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, at the Closing, simultaneously with the transfer, conveyance and assignment to Xstelos of the Contributed Assets and issuance of all of the issued and outstanding shares of Xstelos Common Stock to Footstar, Xstelos shall assume, and agrees to pay, perform or discharge when due all of the liabilities and obligations of Footstar, known or unknown, whether arising on, prior to, or following the date of this Agreement (the “Assumed Liabilities”). (b) Xstelos, for itself and its successors and assigns, covenants that, at any time and from time to time after the date hereof, it will do, execute and deliver all such further acts, instruments of assumption and acknowledgments or take such other action as Footstar may request in order to effectuate Xstelos’s assumption of the Assumed Liabilities.