Common use of Assumed Contracts Clause in Contracts

Assumed Contracts. (a) The Seller hereby sells to the Purchaser with economic effect as of the Closing Date and subject to the terms and conditions of this Agreement, those contracts set forth in Schedule 3.1.1 (a) hereto and any rights and claims of the Seller thereunder, in full discharge of all obligations of the Seller thereunder (the “Assumed Contracts”), provided that the Purchaser shall not assume any Liabilities or Claims under such Assumed Contracts to the extent that they relate to the time period prior to the Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts such sale. (b) From the date of this Agreement to the Closing Date, the Seller will on a weekly basis advise and keep the Purchaser informed of all sales orders for lumber that the Seller wishes to accept in the Ordinary Course of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and for which payment shall have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Assumed SO’s. On Closing, the Purchaser shall take over and assume all of the Assumed SO’s and be entitled to all of the sales proceeds thereof; and (c) From the date of this Agreement to the Closing Date, the Seller will promptly advise and keep the Purchaser informed of all contracts or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will not be (or may reasonably be expected not to be) delivered to the Sawmill prior to the Closing Date (a “Post Purchase Order”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed PO.

Assumed Contracts. Purchaser shall, at least forty-five (a45) The Seller hereby sells to the Purchaser with economic effect as of the Closing Date and subject to the terms and conditions of this Agreement, those contracts set forth in Schedule 3.1.1 (a) hereto and any rights and claims of the Seller thereunder, in full discharge of all obligations of the Seller thereunder (the “Assumed Contracts”), provided that the Purchaser shall not assume any Liabilities or Claims under such Assumed Contracts to the extent that they relate to the time period prior to the Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts such sale. (b) From the date of this Agreement to the Closing Date, the Seller will on a weekly basis advise and keep the Purchaser informed of all sales orders for lumber that the Seller wishes to accept in the Ordinary Course of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and for which payment shall have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days calendar days prior to the Closing Date, the Seller will provide the deliver to Stayton a written notice setting forth those Operating Contracts and Unexpired Leases which Purchaser with an updated list of Assumed SO’s. On Closing, the Purchaser shall take over and assume all of the Assumed SO’s and requests be entitled to all of the sales proceeds thereof; and (c) From the date of this Agreement to the Closing Date, the Seller will promptly advise and keep the Purchaser informed of all contracts assumed on or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will not be (or may reasonably be expected not to be) delivered to the Sawmill prior to before the Closing Date (a “Post Purchase Order”the "Contract Assumptions"). At least two Business Days Stayton shall terminate all of the Operating Contracts and Unexpired Leases on or prior to Closing other than (i) the Non-Terminable Operating Contracts and (ii) the Operating Contracts and Unexpired Leases included in the Contract Assumptions (respectively, the "Assumed Operating Contracts" and "Assumed Unexpired Leases"), provided that any such terminations shall be timed and effectuated in a manner to allow Stayton to operate and maintain the Properties in the same manner as the Properties are currently operated and maintained until the Closing Date. Assumed Operating Contracts and Assumed Unexpired Leases shall not be Required Removal Exceptions, notwithstanding anything to the Seller will provide contrary in Exhibit M-3. If any of the Purchaser with an updated list Operating Contracts and Unexpired Leases terminated pursuant to this Section require the payment of Post Purchase Ordersa termination fee pursuant to its terms, Stayton shall pay, in addition to other amounts prorated at Closing, all such contractual termination fees of such Operating Contracts and Unexpired Leases. The At Closing, Purchaser shall take over only assume the Assumed Operating Contracts and Assumed Unexpired Leases. Notwithstanding anything to the contrary contained herein, Purchaser shall not be required to assume (A) any Management Agreements or (B) any Operating Contracts or Unexpired Leases with Sunwest Affiliate Vendors, and any agreements pursuant to clauses (A) or (B) shall not constitute Assumed Operating Contracts or Assumed Unexpired Leases unless Purchaser elects to assume such Post Purchase Orders up agreements pursuant to an aggregate amount its notice of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed POContract Assumptions.

Assumed Contracts. Except for Multi-Property Contracts, each of the Assumed Contracts (aif any) The shall be included in the Assignment of Contracts described in Section 5.2.4. Notwithstanding the immediately preceding sentence, any fee charged by a service provider to transfer an Assumed Contract shall be borne by Seller. Seller hereby sells to the Purchaser with economic effect shall terminate any Contracts that are not Assumed Contracts, effective as of the Closing Date and subject to the terms and conditions of this AgreementDate, those contracts set forth in Schedule 3.1.1 (a) hereto and any rights and claims of the Seller thereunder, in full discharge of all obligations of the Seller thereunder (the “Assumed Contracts”), provided that the Purchaser shall not assume any Liabilities costs or Claims under such Assumed Contracts to the extent that they relate to the time period prior to the Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts such sale. (b) From the date of this Agreement to the Closing Date, the Seller will on a weekly basis advise and keep the Purchaser informed of all sales orders for lumber that the Seller wishes to accept in the Ordinary Course of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled fees charged by the Seller prior to the Closing Date and service provider in connection with such termination shall be borne by Seller; provided, however, if a Contract that is not an Assumed Contract provides for which payment shall have a termination that does not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days end prior to the Closing Date, the then, provided that Seller will provide the Purchaser with has delivered notice terminating such Contract on or before October 15, 2013, such Contract shall be an updated list of Assumed SO’sContract. On Closing, the Seller shall have no obligation to assign or terminate any Service Contract that is not assignable or terminable by its terms. Purchaser shall take over and assume all of the Assumed SO’s and be entitled to all of the sales proceeds thereof; and (c) From the date of this Agreement to Contracts on the Closing Date. Purchaser acknowledges and agrees that the Multi-Property Contracts, if any, will be assigned only in part, with the Seller will promptly advise portion of each Multi-Property Contract that does not relate to the Property being retained by Seller. Each Multi-Property Contract shall be omitted from the Assignment of Contracts and keep the Purchaser informed of all contracts foregoing partial assignment with respect to such Multi-Property Contract shall be evidenced by one or orders for log wood entered into more separate assignment documents in the form required by the Seller in the Ordinary Course of Business which are on customary terms other party to such Multi-Property Contract and prices and which wood will not be (or may reasonably be expected not to be) delivered satisfactory to the Sawmill parties. For purposes of this Agreement, “Multi-Property Contract” means an Assumed Contract pursuant to which services are rendered to one or more properties that are not the Property. Contracts pursuant to which services are rendered to one or more properties that are not the Property are designated as such on Exhibit C. Notwithstanding anything to the contrary, if Seller has engaged a manager to manage the Property, Seller shall cause such management agreement to be terminated at or prior to the Closing Date (a “Post Purchase Order”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed POClosing.

Assumed Contracts. (a) The Seller hereby sells If Purchaser delivers a written notice of objection to any Contract prior to the expiration of the Due Diligence Period, then, to the extent a termination right in favor of Seller is provided for in such Contract, or if such Contract does not prohibit termination, Seller shall cause Existing Property Manager to provide a notice of termination within two (2) Business Days of the expiration of the Due Diligence Period to the vendor thereunder with respect to each such Contract to which Purchaser with economic effect has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Purchaser may not object to any of the Contracts marked as “must assume” on Schedule 3.1(j) and shall assume the same at Closing pursuant to the B▇▇▇ of Sale and Assignment; (ii) Seller shall have no obligation to terminate any Contract which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty, unless Purchaser agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (it being agreed and subject acknowledged that Seller shall not be obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Purchaser at Closing pursuant to the terms B▇▇▇ of Sale and conditions Assignment (together with all Assumed Contracts with respect to the Property that do not constitute Objectionable Contracts) for the remaining period of this Agreementsuch Contract until its effective date of termination; and (iv) Purchaser shall be responsible for any termination fees payable with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, those contracts set forth in Purchaser shall not be required or entitled to assume: (x) any Contract that, by its terms, may not be assigned to and assumed by Purchaser without the consent of a third party, unless such third party’s written consent is actually obtained at or before Closing; or (y) any Contract that is not reflected on Schedule 3.1.1 (a) hereto and any rights and claims of the Seller thereunder, in full discharge of all obligations of the Seller thereunder (3.1(j). All Contracts that Purchaser is required to assume or elects to assume hereunder are collectively referred to herein as the “Assumed Contracts.”), provided that the Purchaser shall not assume any Liabilities or Claims under such Assumed Contracts to the extent that they relate to the time period prior to the Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts such sale. (b) From the date of this Agreement to the Closing Date, the Seller will on a weekly basis advise and keep the Purchaser informed of all sales orders for lumber that the Seller wishes to accept in the Ordinary Course of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and for which payment shall have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Assumed SO’s. On Closing, the Purchaser shall take over and assume all of the Assumed SO’s and be entitled to all of the sales proceeds thereof; and (c) From the date of this Agreement to the Closing Date, the Seller will promptly advise and keep the Purchaser informed of all contracts or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will not be (or may reasonably be expected not to be) delivered to the Sawmill prior to the Closing Date (a “Post Purchase Order”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed PO.

Assumed Contracts. (a) The Seller hereby sells All of Seller’s right and interest in and to the Purchaser with economic effect as written or oral agreements, contracts, leases, sales orders, purchase orders, distributor and representation agreements or appointments, arrangements or commitments of the Closing Date and subject to the terms and conditions of this AgreementCBU Business that are identified in Disclosure Schedule 1.1.3, those contracts set forth in Schedule 3.1.1 (a) hereto and any rights and claims of the Seller thereunder, in full discharge of all obligations of the Seller thereunder (the “Assumed Contracts”), provided together with all rights, privileges, claims, demands, refunds and indemnifications in favor of Seller under the Assumed Contracts. For purposes of clarity and not limitation, the parties acknowledge that the Purchaser shall not assume any Liabilities or Claims under such Assumed Contracts specifically exclude all of the Excluded Contracts as defined in Section 1.2.5. In addition, the parties acknowledge and agree that each of the Proprietary Information and Inventions Agreements by and among Seller and each of the CBU Employees (collectively the “Inventions Agreements”) do not constitute Assumed Contracts but that Seller shall permit Buyer to enforce such Inventions Agreements to the extent that related to the Purchased CBU Trademarks, Purchased CBU Patents, Other CBU Intellectual Property, or other Proprietary Information (as defined in the Inventions Agreements) included within the Assets, and shall take all steps reasonably requested by Buyer (at Buyer’s expense) to facilitate such enforcement, including if necessary in the specific instance executing an assignment of Seller’s right to enforce such contracts as they relate to the time period Purchased CBU Trademarks, Purchased CBU Patents, Other CBU Intellectual Property, or other Proprietary Information (as defined in the Inventions Agreements) included within the Assets. The parties acknowledge that, subject to the exclusion of Excluded Contracts, the Assumed Contracts are intended to encompass those agreements, contracts, leases, sales orders, purchase orders, distributor and representation agreements or appointments, arrangements or commitments of the CBU Business that are in effect and confer a benefit or right upon or create an obligation of the CBU Business as of immediately prior to the Closing Date Closing, and that as of the Closing, Seller has attempted to identify all existing contracts associated with the CBU Business and the parties have attempted to classify each contract either as an Assumed Contract or are otherwise an Excluded LiabilitiesContract. The Purchaser accepts such sale. (b) From After the date Closing, if Seller or Buyer becomes aware of this Agreement to any contract associated with the Closing DateCBU Business which is not identified as an Assumed Contract or an Excluded Contract, the Seller discovering party will on promptly provide the other party with a weekly basis advise and keep copy of the Purchaser informed contract, together with an explanation of all sales orders for lumber that the Seller wishes circumstances of discovery. Within thirty (30) days after its provision or receipt of the notice, Buyer may, by written notice to accept in the Ordinary Course of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and for which payment shall have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing Seller, agree to assume hereunder (an “Assumed SO”). At least two Business Days prior to the Closing Datecontract, the Seller in which case it will provide the Purchaser with an updated list of Assumed SO’s. On Closing, the Purchaser shall take over and assume all of the Assumed SO’s and be entitled to all of the sales proceeds thereof; and (c) From the date of this Agreement to the Closing Date, the Seller will promptly advise and keep the Purchaser informed of all contracts or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will not be (or may reasonably be expected not to be) delivered to the Sawmill prior to the Closing Date (a “Post Purchase Order”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being become an Assumed PO.Contract; otherwise it will become an Excluded Contract;

Assumed Contracts. (a) The Seller hereby sells to the Purchaser with economic effect as transfer of the Closing Date and subject to the terms and conditions of this Agreement, those contracts set forth in Schedule 3.1.1Assumed Contracts shall be effected as follows: (a) hereto and any rights and claims Any Assumed Contract which can be assigned by the Seller to the Purchaser without the consent of the Seller thereunder, in full discharge of all obligations of relevant counter-party the (“Counterparty”) shall be transferred by the Seller thereunder (the “Assumed Contracts”), provided that to the Purchaser shall not assume any Liabilities or Claims under such Assumed Contracts to the extent that they relate to the time period prior to on the Closing Date or are otherwise Excluded LiabilitiesDate. The Purchaser accepts Parties shall inform the Counterparty, as necessary, of such saleassignment. (b) From The Purchaser shall, where required under the terms of the relevant Assumed Contract to perfect the assignment of such Assumed Contract, enter into a direct covenant with the Counterparty to carry out, perform and discharge the obligations referred to in Section 1.2.. (c) Except for the GSK Agreements and the Servier Agreements, if and insofar as the benefit of any Assumed Contract cannot be transferred by the Seller to the Purchaser at Closing without the agreement or consent of any Counterparty or the novation of the relevant Assumed Contract (or where such transfer or purported transfer would constitute a breach of such Assumed Contract or give rise to a right to terminate such Assumed Contract): o This Agreement shall not constitute an assignment or attempted assignment of any such Assumed Contract; o Beginning on the date hereof, the Purchaser and the Seller shall use all reasonable endeavors (but without being required to incur unreasonable costs or make any payments to any Counterparty) to obtain such consent or to procure that such Assumed Contract is assigned or novated as soon as possible after Closing; o If before the Closing Date no consent can be obtained for the transfer of this Agreement certain Assumed Contracts (x) the Parties shall continue to use their reasonable commercial efforts to obtain such consent as promptly as possible after the Closing Date, and (y) with respect to such contract under the Seller will on a weekly basis advise and keep the Purchaser informed list of all sales orders for lumber that the Seller wishes to accept in the Ordinary Course of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and Assumed Contracts for which payment shall the appropriate consents have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days obtained prior to the Closing Date, and until such consents are obtained, the Seller will provide shall, to the Purchaser with an updated list extent permissible and lawful under the relevant contract, continue the performance of Assumed SO’s. On Closingsuch contracts on behalf of the Purchaser, in which case the Purchaser shall take over and assume hold the Seller harmless from all claims made by the Counterparty(ies) concerned against the Seller with regard to such contracts, provided, however, that such claims do not arise out of a breach by the Seller of the Assumed SO’s terms and be entitled to conditions of such Contracts, in which case the Seller shall then hold the Purchaser harmless from all of claims made against the sales proceeds thereof; and Purchaser by the Counterparty(ies) concerned by such breach, and (cz) From once the date of this Agreement to the Closing Dateconsent is obtained, the Seller will promptly advise shall transfer such contracts and keep the related revenues and charges from the Closing date to the Purchaser, and the Parties shall notify the Counterparty concerned the effectiveness of such assignment; o If a Counterparty shall give the Seller or the Purchaser informed notice that it will not consent to the assignment or novation of all contracts the relevant contract or orders for log wood entered into by will only give such consent subject to terms which are not satisfactory to the Purchaser or terminate such contract or shall make any other claim on the grounds that the purported transfer of such contract constitutes a breach of, or entitles the Counterparty to terminate, that contract, then the Seller in and the Ordinary Course Purchaser shall treat the contract as excluded from the sale and purchase of Business which are on customary terms the Pessac Business., and prices and which wood will not be (or may reasonably be expected not to be) delivered neither the Seller nor the Purchaser shall have any further obligation to the Sawmill prior other with regard to the Closing Date (a “Post Purchase Order”). At least two Business Days prior transfer to the Closing Date, the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed PO.that contract

Assumed Contracts. Within five (a5) The Seller hereby sells to business days following the Purchaser with economic effect as of the Closing Date and subject to the terms and conditions full execution of this Agreement, those SOCWA shall provide MNWD with full and complete copies of all SOCWA’s contracts set forth and agreements that are currently in Schedule 3.1.1 effect and relate to the RTP (a) hereto and any rights and claims of the Seller thereunder“Contracts”), by uploading all such Contracts into a virtual database to be provided by MNWD. MNWD shall thereafter determine, in full discharge of all obligations of good faith consultation with SOCWA, which Contracts it agrees to assume at the Seller thereunder Closing Date (the “Assumed Contracts”), provided that the Purchaser shall not assume any Liabilities or Claims under such Assumed Contracts to the extent that they relate to the time period prior to the Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts such sale. (b) From the date Parties hereby agree and acknowledge that MNWD is not assuming any liabilities of this Agreement to the Closing Date, the Seller will on a weekly basis advise SOCWA except where expressly stated herein and keep the Purchaser informed of all sales orders for lumber that the Seller wishes to accept in the Ordinary Course of Business and on customary terms and prices and which orders will not be (responsible for paying, performing or may reasonably be expected discharging any liability of SOCWA or any SOCWA Related Parties of whatever nature, whether known or unknown, absolute, contingent, presently in existence or arising hereafter and whether or not to be) fulfilled by the Seller prior related to the Closing Date and for which payment shall have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days Contracts that arise prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Assumed SO’s. On Closing, the Purchaser shall take over and assume all of which liabilities shall be retained by and remain obligations and liabilities solely of SOCWA and the SOCWA Related Parties, and shall be paid, performed, discharged and otherwise satisfied by SOCWA and the SOCWA Related Parties, as the case may be, promptly as and when due. SOCWA, and the SOCWA Related Parties shall assist MNWD in obtaining any third-party consents that may be necessary to effectuate the assignment to MNWD of any Assumed SO’s and Contract including the execution of any documents that may be entitled reasonably requested or required in order to all complete the assignment of any Assumed Contracts. MNWD reserves the sales proceeds thereof; and (c) From the date of this Agreement right to the Closing Date, the Seller will promptly advise and keep the Purchaser informed of all contracts or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will not be (or may reasonably be expected not to be) delivered to the Sawmill reject any Assumed Contract prior to the Closing Date if any third-party consent is not obtained; provided, however, MNWD shall within fifteen (15) days following receipt of all of the Contracts, notify SOCWA in writing of any Assumed Contracts the assignment of which shall be a “Post Purchase Order”). At least two Business Days prior condition precedent to the Closing Date, MNWD’s obligation to close. MNWD shall be responsible for any early termination obligations or costs related to the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed POsame for all rejected Contracts.

Assumed Contracts. (ai) The Seller hereby sells to the Purchaser with economic effect as of the Closing Date and shall assume those Contracts described on Schedule 4 (such designated contracts subject to Section 16, together with all other contracts hereafter entered into in accordance with the terms and conditions of this Agreementhereof, those contracts set forth in Schedule 3.1.1 (a) hereto and any rights and claims of the Seller thereunder, in full discharge of all obligations of the Seller thereunder (being the “Assumed Contracts”). Purchaser agrees that it shall have no right to terminate the Viceroy Agreement or the Restaurant Lease in connection with the consummation of the Transaction. At Closing, provided that the Seller shall assign, and Purchaser shall not assume any Liabilities or Claims under such assume, all Assumed Contracts (including the Viceroy Agreement). At Closing, all Contracts (other than the Assumed Contracts) shall (1) be terminated by Seller, or allowed to the extent that they relate to the time period prior to expire, no later than the Closing Date or are otherwise Excluded Liabilities(2) remain the obligation of Seller after Closing. The parties shall reasonably cooperate with Seller’s efforts to obtain any approval for the assignment of an Assumed Contract to Purchaser. Subject to Section 9(b), Purchaser’s obligation to consummate the Closing shall in no way be contingent or conditioned upon the assignment of any Contract by Seller to Purchaser accepts at the Closing (other than those Assumed Contracts listed under the subheading “Material Assumed Contracts” on Schedule 4 (such saleAssumed Contracts being the “Material Assumed Contracts”)). (bii) From The parties acknowledge and agree that Seller’s Manager has the date right (A) to enter into, modify and terminate, and to request Seller, to enter into, modify and terminate certain agreements and (B) to make certain hiring and employment decisions with respect to any Employees, in all cases in accordance with the terms of this the Viceroy Agreement to the Closing Date(collectively, the Seller will on a weekly basis advise and keep the Purchaser informed “Agreement Rights of all sales orders for lumber that the Seller wishes to accept in the Ordinary Course of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and for which payment shall have not been received prior to the Closing Date (a “Post Sales OrderViceroy”). The Nothing set forth herein (including the restrictions set forth in Section 16(a)) shall be deemed to prohibit, limit or restrict the right of Seller’s Manager under the Viceroy Agreement to exercise the Agreement Rights of Viceroy. If the exercise by Seller’s Manager of any of the Agreement Rights of Viceroy is conditioned upon the prior approval or consent of Seller, then such approval or consent of Seller shall be subject to each of Seller’s and Purchaser’s compliance with its respective obligations set forth in the last paragraph of Section 16(a) regarding the granting of such approval or consent. To the extent that Seller enters into any such agreement in the exercise of the Agreement Rights of Viceroy in accordance with the terms of this Agreement, then each such agreement shall be deemed an Assumed Contract for the purpose of this Agreement. (iii) Prior to the date hereof, Seller and Seller’s Manager have entered into that certain Agreement, dated as of September 13, 2013, with the New York Hotel & Motel Trades Council, AFL-CIO, which Purchaser shall advise the assume, adopt and agree to be bound by all terms of such Agreement. Neither Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Assumed SO’s. On Closing, the Purchaser nor Seller’s Manager shall take over and assume all of the Assumed SOamend or terminate Agreement or enter into a Union Contract without Purchaser’s and be entitled to all of the sales proceeds thereof; and (c) From the date of this Agreement to the Closing Date, the Seller will promptly advise and keep the Purchaser informed of all contracts or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will not be (or may reasonably be expected not to be) delivered to the Sawmill prior to the Closing Date (a “Post Purchase Order”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed POapproval.

Assumed Contracts. (aSchedule 6.9(a) The Seller hereby sells sets forth a list of Contracts which shall constitute "Assumed Contracts." Subject to the approval of the Bankruptcy Court and pursuant to the Approval Order, the Assumed Contracts will be assumed by Seller and sold and assigned to Purchaser with economic effect as (or Purchaser's designee) free and clear of all Liens and Claims, except for the Assumed Liabilities, on the Closing Date under sections 363 and subject to the terms and conditions of this Agreement, those contracts set forth in Schedule 3.1.1 (a) hereto and any rights and claims 365 of the Bankruptcy Code. Seller thereundershall, consistent with its current financial condition and the Bankruptcy Case, use its commercially reasonable efforts to promptly comply with and perform any obligations under the Assumed Contracts arising from and after the date hereof and through the Closing Date. In the motion seeking entry of the Approval Order, or in such additional or subsequent motions as may be appropriate, Seller will seek authority to sell and assign to Purchaser (or Purchaser's designee) the Assumed Contracts free and clear of all Liens and Claims, except for Assumed Liabilities, in full discharge accordance with sections 363 and 365 of the Bankruptcy Code. All Assumed Contracts shall be sold and assigned to Purchaser (or Purchaser's designee) free and clear of all obligations of Liens and Claims, except for Assumed Liabilities, at the Seller thereunder Closing. Notwithstanding Schedule 6.9(a) hereto, (the “Assumed Contracts”), provided that the i) Purchaser shall not assume any Liabilities or Claims under be required to make its final determination as to which Contracts shall constitute "Assumed Contracts," which determination shall be in Purchaser's sole discretion, until one day prior to the hearing before the Bankruptcy Court to approve the sale of the Transferred Assets to Purchaser, and (ii) upon Purchaser providing to Seller such final determination of the Contracts that shall constitute "Assumed Contracts Contracts," Seller shall immediately thereafter amend Schedule 6.9(a) to this Agreement and, to the extent that they relate to required under the time period prior to the Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts Bankruptcy Case, file in and give proper notice of such sale. (b) From the date of this Agreement to the Closing Date, the Seller will on a weekly basis advise and keep the Purchaser informed of all sales orders for lumber that the Seller wishes to accept amended schedule in the Ordinary Course Bankruptcy Case of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and for which payment shall have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list Purchaser's final determination of Assumed SO’s. On Closing, the Purchaser shall take over and assume all of the Assumed SO’s and be entitled to all of the sales proceeds thereof; and (c) From the date of this Agreement to the Closing Date, the Seller will promptly advise and keep the Purchaser informed of all contracts or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will not be (or may reasonably be expected not to be) delivered to the Sawmill prior to the Closing Date (a “Post Purchase Order”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed POContracts.

Assumed Contracts. Seller has entered into certain agreements and contracts with third parties pertaining to the Property and Seller warrants that Seller’s interest thereunder is assignable to Buyer. The interest of Seller under the leases and/or contracts described as follows (collectively the “Assumed Contracts”) shall be assigned to and assumed by Buyer at Closing, but only to the extent pertaining and/or attributable to the Property conveyed to Buyer: (a) The the Potato Farming Lease with Odessa Farming LLC dated October 30, 2013, as further described in Exhibit B and Exhibit C; (b) if the Property includes Auction Tracts 1 and/or 4, the Grower’s Contract dated December 19, 2015 and first and last right of refusal on 2016 hay cuttings in favor of ▇▇▇▇▇▇▇ Hay Company, as further described in Exhibit B; and (c) any existing and subsisting oil, gas and/or mineral lease affecting the Property. At Closing, Seller hereby sells and Buyer shall execute and deliver one or more instruments pursuant to which all of Seller’s rights and obligations under the Purchaser with economic effect Assumed Contracts shall be assigned to and assumed by Buyer without representation or warranty; provided, however, the assignment and assumption of the Assumed Contracts shall be effective as of the Closing Date in any event, with or without the execution of a separate instrument of assignment and assumption; provided, further, with respect to the Potato Farming Lease, the instrument of assignment and assumption shall be substantially in the form of the attached Exhibit C and subject to the terms and conditions of this Agreementlimitations contained therein. Except as otherwise provided in Exhibit B and Exhibit C, those contracts set forth in Schedule 3.1.1 (a) hereto and any rights and claims of payments made or due under the Seller thereunder, in full discharge of all obligations of the Seller thereunder (the “Assumed Contracts”), provided that the Purchaser shall not assume any Liabilities or Claims under such Assumed Contracts shall be estimated as of and prorated to the extent that they relate to the time period prior to the Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts such sale. (b) From the date of this Agreement Closing. Seller and Buyer shall mutually cooperate with respect to the Closing Date, satisfaction of any notification requirements or other requirements in connection with the Seller will on a weekly basis advise assignment and keep the Purchaser informed of all sales orders for lumber that the Seller wishes to accept in the Ordinary Course of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and for which payment shall have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Assumed SO’s. On Closing, the Purchaser shall take over and assume all assumption of the Assumed SOContracts. Buyer acknowledges by Buyer’s signature below that the Assumed Contracts were made available to Buyer and be entitled to all of that Buyer has read and understands the sales proceeds thereof; and (c) From the date of this Agreement to the Closing Date, the Seller will promptly advise and keep the Purchaser informed of all contracts or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will not be (or may reasonably be expected not to be) delivered to the Sawmill prior to the Closing Date (a “Post Purchase Order”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed POContracts.

Assumed Contracts. Within sixty (a60) The Seller hereby sells days after the Exercise Date, Pabst shall notify Optionor in writing as to the Purchaser with economic effect as which of the Closing Date Service Contracts and Equipment Leases (which, for the avoidance of doubt, do not include the Master Leases) and all other Contracts which Pabst elects (in its sole discretion) to assume (each of the foregoing, subject to the terms obtaining any third-party consents needed for such assignments, and conditions of this Agreement, those contracts set forth in Schedule 3.1.1 (a) hereto and any rights and claims each of the Seller thereunder, in full discharge of all obligations of the Seller thereunder (the “Assumed Contracts”Lease(s), provided that the Purchaser shall not assume any Liabilities or Claims under such Assumed Contracts to the extent that they relate to the time period prior to the Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts such sale. (b) From the date of this Agreement to the Closing Date, the Seller will on a weekly basis advise and keep the Purchaser informed of all sales orders for lumber that the Seller wishes to accept in the Ordinary Course of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and for which payment shall have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SOContract”). At least two Business Days Closing, (x) Pabst shall assume all obligations of Optionor accruing after the Closing Date under each Assumed Contract and Pabst shall be responsible for the payment of the assumption fee in respect of each such Assumed Contract (if any); and (y) all other Contracts (herein, collectively, the “Cancelled Contracts”) shall be cancelled by Optionor at Closing, it being agreed that at Closing Optionor shall, at Optionor’s expense and risk, (i) terminate all such Cancelled Contracts (in which case Optionor shall deliver to Pabst at or promptly following Closing copies of such written notices and/or agreements of termination of all such Cancelled Contracts; provided, that Optionor shall not be required to deliver such written notices of termination with regard to such Cancelled Contracts until if, as and when the Closing occurs, at which time Optionor shall deliver such notices of termination (and provide copies of such notices to Pabst) in accordance with the applicable terms and provisions of each such Cancelled Contract) and/or (ii) maintain such Cancelled Contracts at no liability to Pabst. In the event Pabst provides notice of a Cancelled Contract, Optionor Party may cancel such contract at any time prior to the Closing Date. Notwithstanding the above, the Seller will provide the Purchaser with an updated list of Assumed SO’s. On Closing, the Purchaser shall take over and assume all of the Assumed SO’s and be entitled to all of the sales proceeds thereof; and (c) From the date of this Agreement to if the Closing Dateoccurs, Pabst must assume the Seller will promptly advise Union Contracts as currently written or as amended pursuant to Sections 1.2(a)(iv) and keep the Purchaser informed of all contracts or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will 1.7(d). Pabst shall not be permitted to cancel or terminate the Union Contracts (as currently written or may reasonably be expected not as amended pursuant to beSection 4.6) delivered to the Sawmill at or prior to Closing pursuant to this Section 1.8, provided that if a Closing occurs Pabst complies with its obligations to assume the Union Contracts either as written or amended pursuant to Section 4.6. Notwithstanding the above, if the Closing Date (a “Post Purchase Order”). At least two Business Days prior to occurs, Pabst must assume the Closing Date, Leases affecting the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over Land and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed POImprovements.

Assumed Contracts. (a) The Seller hereby sells to the Purchaser with economic effect as ‌ As of the Closing Service Commencement Date the Parties shall enter into assignment and subject assumption agreements, in the form attached hereto as Exhibit 2.2.1 (each such agreement, an “Assignment and Assumption Agreement”), pursuant to which the terms and conditions Commonwealth shall assign to Vendor all of this Agreement, those contracts set forth in Schedule 3.1.1 (a) hereto and any the Commonwealth’s rights and claims of obligations (including all legal, financial, operational and managerial responsibilities) under the Seller thereunder, Contracts identified in full discharge the final Schedule 2.2 as “Assumed Contracts.” Vendor shall be responsible for the performance of all obligations of the Seller thereunder (Commonwealth under the “Assumed Contracts”), provided including payment of all ongoing charges (e.g., maintenance and license renewal) set forth therein and to be performed with respect to periods on or after the Service Commencement Date. In the event that the Purchaser Parties mutually agree that Vendor shall not assume any Liabilities take assignment of an Assumed Contract due to a significant fee associated with transferring the Assumed Contract or Claims under some other mutually agreed upon reason, Vendor may not take assignment of an Assumed Contract, and instead, Vendor will accept financial, operational and managerial responsibility of such Assumed Contracts Contract as of the Service Commencement Date and for such period until the Parties mutually agree that Vendor will take assignment of such Assumed Contract. If necessary, the Commonwealth will make payment of the ongoing charges therein, and Vendor shall, except during the Current Operations Phase, promptly reimburse or credit the Commonwealth for such charges. The Parties’ further financial responsibilities with respect to the extent that they relate to Assumed Contracts shall include: (a) Vendor shall be responsible for paying all relicensing, transfer, third party administrator/agency and termination fees associated with the time period prior to the Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts such saleAssumed Contracts. (b) From Vendor shall reimburse the date Commonwealth for any prepayments in respect thereof (provided that, all “prepayments,” as such term is used in this Agreement, shall be for goods or services of this Agreement which Vendor receives the benefit after the Service Commencement Date and that will be utilized on or after the Service Commencement Date in connection with the performance of Services by Vendor hereunder, including, for example, prepaid support and maintenance service fees) only to the Closing Date, the Seller will on a weekly basis advise and keep the Purchaser informed of all sales orders for lumber that the Seller wishes to accept extent such Prepayments are expressly identified in the Ordinary Course of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and for which payment shall have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Assumed SO’s. On Closing, the Purchaser shall take over and assume all of the Assumed SO’s and be entitled to all of the sales proceeds thereof; andfinal Schedule 2.2. (c) From The Commonwealth shall reimburse Vendor for an appropriate proportionate amount of any post-payments made by Vendor under the date of Contracts (provided that, all “post-payments,” as such term is used in this Agreement (for example, with regard to balloon payments), shall be identified by Vendor in writing to the Closing Date, the Seller will promptly advise and keep the Purchaser informed Commonwealth within a reasonable period of all contracts or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will not be time (or may reasonably be expected not to beexceed one hundred eighty (180) delivered days) after the Commonwealth’s responsibility with respect to the Sawmill applicable Assumed Contract ceases and shall be for goods or services for which the Commonwealth has received the benefit of such post-payment prior to the Closing Date (a “Post Purchase Order”). At least two Business Days prior Commonwealth’s responsibility with respect to the Closing Date, the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed POapplicable agreement having ceased.

Assumed Contracts. (aSchedule 6.9(a) The Seller hereby sells sets forth a proposed list of Contracts which shall constitute "Assumed Contracts," subject to final determination as provided below. Subject to the approval of the Bankruptcy Court and pursuant to the Approval Order, the Assumed Contracts will be assumed by Seller and sold and assigned to Purchaser with economic effect as free and clear of all Liens and Claims, except for the Assumed Liabilities, on the Closing Date under sections 363 and subject 365 of the Bankruptcy Code. Seller shall, consistent with its current financial condition and the Bankruptcy Case, use its commercially reasonable efforts to promptly comply with and perform any obligations under the Assumed Contracts arising from and after the date hereof and through the Closing Date. In the motion seeking entry of the Approval Order, or in such additional or subsequent motions as may be appropriate, Seller will seek authority to sell and assign to Purchaser the Assumed Contracts free and clear of all Liens and Claims, except for Assumed Liabilities, in accordance with sections 363 and 365 of the Bankruptcy Code. All Assumed Contracts shall be sold and assigned to Purchaser free and clear of all Liens and Claims, except for Assumed Liabilities, at the Closing. Notwithstanding Schedule 6.9(a) hereto, (i) Purchaser shall not be required to make its final determination as to which Contracts shall constitute "Assumed Contracts," which determination shall be in Purchaser's sole discretion, until one day prior to the terms and conditions of this Agreement, those contracts set forth in Schedule 3.1.1 (a) hereto and any rights and claims hearing before the Bankruptcy Court to approve the sale of the Seller thereunder, in full discharge of all obligations of the Seller thereunder Transferred Assets to Purchaser (the “Assumed Contracts”"Hearing"), provided Purchaser shall use commercially reasonable efforts to notify Seller of any contracts which shall not be included as Assumed Contracts by November 3, 2005 (it being understood that the Purchaser shall not assume any Liabilities addition or Claims under such deletion of contracts to be included or excluded as Assumed Contracts through the day prior to the Hearing shall in no event be a default under this Agreement), and (ii) upon Purchaser providing to Seller such final determination of the Contracts that shall constitute "Assumed Contracts," Seller shall immediately thereafter amend Schedule 6.9(a) to this Agreement and, to the extent that they relate to required under the time period prior to the Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts Bankruptcy Case, file in and give proper notice of such sale. (b) From the date of this Agreement to the Closing Date, the Seller will on a weekly basis advise and keep the Purchaser informed of all sales orders for lumber that the Seller wishes to accept amended schedule in the Ordinary Course Bankruptcy Case of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and for which payment shall have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list Purchaser's final determination of Assumed SO’s. On Closing, the Purchaser shall take over and assume all of the Assumed SO’s and be entitled to all of the sales proceeds thereof; and (c) From the date of this Agreement to the Closing Date, the Seller will promptly advise and keep the Purchaser informed of all contracts or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will not be (or may reasonably be expected not to be) delivered to the Sawmill prior to the Closing Date (a “Post Purchase Order”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed POContracts.

Assumed Contracts. (a) The Seller hereby sells If Purchaser delivers a written notice of objection to any Contract prior to the expiration of the Due Diligence Period, then, to the extent a termination right in favor of Seller is provided for in such Contract, or if such Contract does not prohibit termination, the Seller shall cause its Property Manager to provide a notice of termination within two (2) Business Days of the expiration of the Due Diligence Period to the vendor thereunder with respect to each such Contract to which Purchaser with economic effect has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Purchaser may not object to any of the Contracts marked as “must assume” on Schedule 3.1(j) and shall assume the same at Closing pursuant to the B▇▇▇ of Sale and Assignment; (ii) Seller shall have no obligation to terminate any Contract which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty, unless Purchaser agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (it being agreed and subject acknowledged that Seller shall not be obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Purchaser at Closing pursuant to the terms B▇▇▇ of Sale and conditions Assignment (together with all Assumed Contracts with respect to the Property that do not constitute Objectionable Contracts) for the remaining period of this Agreementsuch Contract until its effective date of termination; and (iv) Purchaser shall be responsible for any termination fees payable with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, those contracts set forth in Purchaser shall not be required or entitled to assume: (x) any Contract that, by its terms, may not be assigned to and assumed by Purchaser without the consent of a third party, unless such third party’s written consent is actually obtained at or before Closing; or (y) any Contract that is not reflected on Schedule 3.1.1 (a) hereto and any rights and claims of the Seller thereunder, in full discharge of all obligations of the Seller thereunder (3.1(j). All Contracts that Purchaser is required to assume or elects to assume hereunder are collectively referred to herein as the “Assumed Contracts.”), provided that the Purchaser shall not assume any Liabilities or Claims under such Assumed Contracts to the extent that they relate to the time period prior to the Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts such sale. (b) From the date of this Agreement to the Closing Date, the Seller will on a weekly basis advise and keep the Purchaser informed of all sales orders for lumber that the Seller wishes to accept in the Ordinary Course of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and for which payment shall have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Assumed SO’s. On Closing, the Purchaser shall take over and assume all of the Assumed SO’s and be entitled to all of the sales proceeds thereof; and (c) From the date of this Agreement to the Closing Date, the Seller will promptly advise and keep the Purchaser informed of all contracts or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will not be (or may reasonably be expected not to be) delivered to the Sawmill prior to the Closing Date (a “Post Purchase Order”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed PO.

Assumed Contracts. All Facility-based Contracts (aother than Resident Contracts) The Seller hereby sells are listed on Schedule 7.3(a) hereto. At the Effective Time, subject to Section 2.5, and to the Purchaser with economic effect extent permitted under applicable Legal Requirements and by applicable Governmental Authorities, Transferor shall assign and Transferee shall assume, at Transferee’s sole cost and expense, (i) all Facility-based Contracts (excluding any national, regional or multi- Facility Contracts to the extent not described on Schedule 7.3(a), which omitted Contracts or portions thereof shall constitute Excluded Contract Liabilities) selected by Transferee, a schedule of which shall be attached hereto as of Schedule 7.3(b) on or before the Closing Date and subject to (ii) the terms and conditions of this Medicare Provider Agreement, those contracts set forth in Schedule 3.1.1 Medicaid Provider Agreement, and other Third Party Payor provider agreements (a(i) hereto and any rights (ii) being, together with all amendments, waivers, modifications, exhibits, schedules and claims of the Seller thereunderannexes thereto, in full discharge of all obligations of the Seller thereunder (the “Assumed Contracts”). Any Contracts that Transferee does not select to assume and continue shall be deemed rejected by Transferee (the “Rejected Contracts”), provided it being understood that the Purchaser any national, regional or multi-Facility Contracts that are not described on Schedule 7.3(a) shall not assume any Liabilities or Claims be deemed Rejected Contracts. Transferor shall terminate such Rejected Contracts in accordance with the applicable provisions under such Rejected Contracts, and Transferee shall indemnify and hold Transferor harmless from and against any and all Liabilities arising out of such termination. Transferor shall reasonably cooperate with Transferee, at no expense to Transferor, in connection with the assignment and assumption of all Assumed Contracts. Transferee shall assume and perform any and all obligations under the Assumed Contracts from and after the Effective Time. In addition, to the extent that they relate any party to the time period prior to the Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts such sale. (b) From the date of this Agreement to the Closing Date, the Seller will on a weekly basis advise and keep the Purchaser informed of all sales orders for lumber that the Seller wishes to accept in the Ordinary Course of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and for which payment shall have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Assumed SO’s. On Closing, the Purchaser shall take over and assume all one of the Assumed SO’s Contracts requests consideration or payments as a fee for approving the assignment thereof to Transferee (e.g., a transfer premium,” “recapture payment,” “assignment fee” or “fees and be entitled costs related to all of the sales proceeds thereof; and (c) From the date of this Agreement consent to the Closing Date, the Seller will promptly advise and keep the Purchaser informed of all contracts or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will not be (or may reasonably be expected not to be) delivered to the Sawmill prior to the Closing Date (a “Post Purchase Order”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POsassignment”), with any excess not being upon prior notice and confirmation that Transferee still selects such contract to be an Assumed POContracts, Transferee shall be solely responsible for such costs and will be required to pay such amounts to secure the such approval. In the event that any required consents to the assignment of any Assumed Contracts cannot be obtained by Closing, at Transferor’s sole option, Transferor may choose to decline to assign such contract (in which case, such contracts will be deemed Rejected Contracts).

Assumed Contracts. (a) The Seller hereby sells to Set forth on Schedule 4.1A, is a list of the Purchaser with economic effect agreements, contracts, instruments and commitments, if any, of each of the Companies, that Allied shall not assume as of the Closing Date ("DESIGNATED CONTRACTS"). Each agreement, contract, instrument and subject commitment of each Company that is disclosed by it pursuant to Section 7.x.7 of its respective Representation and Warranty Exhibit and that is not a Designated Contract shall be deemed to be a "DOWNSTATE ASSUMED CONTRACT", a "METRO/LITHO ASSUMED CONTRACT", a "LONG ISLAND ASSUMED CONTRACT", or a "LITHO CORP ASSUMED CONTRACT", as the case may be. Collectively, the Downstate Assumed Contracts, the Metro/Litho Assumed Contracts, the Long Island Assumed Contracts, and the Litho Corp Assumed Contracts are referred to as the "ASSUMED CONTRACTS". If any Company shall enter into any agreement, contract, instrument or commitment after the date hereof and prior to Closing, or if there shall be disclosed any agreement, contract, instrument or commitment that should have been disclosed on any Schedule 7.x.7 to any Representation and Warranty Exhibit, but that was not so disclosed, then IHS shall have five (5) business days to notify the applicable Representative as to whether such agreement, contract, instrument or commitment shall be an Assumed Contract. If IHS fails to so notify such Representative, then such agreement, contract, instrument or commitment shall be deemed to be a Designated Contract. It shall be a condition of IHS and Allied to consummate the transactions contemplated by this Agreement (the "TRANSACTION") that all consents required to transfer the material Assumed Contracts shall have been obtained. It also shall be a condition to the terms obligation of IHS to close the Transaction that IHS shall be reasonably satisfied that no material agreements, contracts, instruments and conditions commitments of this Agreementthe Lithotripsy Practice (including, those without limitation, contracts to provide Services) will be terminated by reason of the Transaction. It also shall be a condition of IHS to Closing that the agreements, contracts, instruments and commitments, if any, of the Lithotripsy Practice set forth in on Schedule 3.1.1 (a) hereto and any rights and claims of the Seller thereunder, in full discharge of all obligations of the Seller thereunder (the “Assumed Contracts”), provided that the Purchaser shall not assume any Liabilities or Claims under such Assumed Contracts to the extent that they relate to the time period prior to the Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts such sale. (b) From the date of this Agreement to the Closing Date, the Seller will on a weekly basis advise and keep the Purchaser informed of all sales orders for lumber that the Seller wishes to accept in the Ordinary Course of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and for which payment 4.1-B shall have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Assumed SO’s. On Closing, the Purchaser shall take over and assume all of the Assumed SO’s and be entitled to all of the sales proceeds thereof; and (c) From the date of this Agreement to the Closing Date, the Seller will promptly advise and keep the Purchaser informed of all contracts or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will not be (or may reasonably be expected not to be) delivered to the Sawmill prior to the Closing Date (a “Post Purchase Order”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed POterminated.

Assumed Contracts. (a) The Seller hereby sells On the LMA Effective Date, pursuant to an assignment and assumption agreement in the Purchaser with economic effect as form of Exhibit A attached hereto, Licensee shall assign to Programmer, and Programmer shall assume and undertake to pay, discharge, perform or satisfy the Closing liabilities, obligations and commitments of Licensee arising during, or attributable to, any period of time on or after the LMA Effective Date and subject to under the terms and conditions of this Agreement, those contracts set forth in on Schedule 3.1.1 (a) B hereto and any rights and claims of the Seller thereunder, in full discharge of all obligations of the Seller thereunder (the “Assumed Contracts”) (collectively, the “LMA Assumed Obligations”). Except for the LMA Assumed Obligations and except as otherwise provided in this Agreement, provided that the Purchaser shall Programmer does not assume or agree to discharge or perform and will not be deemed by reason of the execution and delivery of this Agreement to have assumed or to have agreed to discharge or perform any Liabilities other liabilities, obligations or Claims under such Assumed Contracts to the extent that they relate to the time period prior to the Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts such salecommitments of Licensee. (b) From Licensee, with the date cooperation of this Agreement Programmer, shall use commercially reasonable efforts to obtain any third party consents necessary for the Closing Dateassignment to Programmer of any Assumed Contract (which shall not require any payment to any such third party), but no such consents are conditions to LMA commencement. To the Seller will on a weekly basis advise and keep the Purchaser informed of all sales orders for lumber extent that the Seller wishes to accept in the Ordinary Course of Business and on customary terms and prices and which orders will any Assumed Contract may not be (or may reasonably be expected assigned without the consent of any third party, and such consent is not to be) fulfilled by the Seller obtained prior to the Closing Date LMA Effective Date, this Agreement and for which payment any assignment executed pursuant to this Agreement shall have not been received prior constitute an assignment of such Assumed Contract; provided, however, with respect to each such Assumed Contract, Licensee and Programmer shall cooperate to the Closing Date (extent feasible in effecting a “Post Sales Order”). The Purchaser lawful and commercially reasonable arrangement under which Programmer shall advise receive the Seller in writing of which Post Sales Orders it wishes to accept benefits under the Assumed Contract from and is willing to assume hereunder (an “Assumed SO”). At least two Business Days prior after the LMA Effective Date, and to the Closing Date, the Seller will provide the Purchaser with an updated list of Assumed SO’s. On Closing, the Purchaser shall take over and assume all extent of the benefits received, Programmer shall pay and perform Licensee’s obligations arising under the Assumed SO’s Contract from and be entitled to all of after the sales proceeds thereof; andLMA Effective Date in accordance with its terms. (c) From the date of this Agreement All prepaid and deferred income and expenses relating to the Closing Date, Assumed Contracts and arising from the Seller will promptly advise operation of the Station shall be prorated between Programmer and keep the Purchaser informed of all contracts or orders for log wood entered into by the Seller Licensee in accordance with accounting principles generally accepted in the Ordinary Course United States (“GAAP”) as of Business which are on customary terms the LMA Effective Date. Such prorations shall include without limitation music and prices other license fees, utility expenses, rent and which wood will not be (or may reasonably be expected not to be) delivered other amounts under Assumed Contracts and similar prepaid and deferred items. Licensee shall receive a credit for all of the Station’s deposits and prepaid expenses relating to the Sawmill Assumed Contracts. Sales commissions related to the sale of advertisements by Licensee broadcast on the Station prior to the Closing LMA Effective Date (a “Post Purchase Order”). At least two Business Days prior shall be the responsibility of Licensee, and sales commissions related to the Closing Date, sale of advertisements by Programmer broadcast on the Seller will provide Station after the Purchaser with an updated list LMA Effective Date shall be the responsibility of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed POProgrammer.

Assumed Contracts. (a) The Seller hereby sells to the Purchaser with economic effect as of the Closing Date and subject to the terms and conditions of this AgreementAt Closing, those contracts set forth in Schedule 3.1.1 (a) hereto and any rights and claims of the Seller thereunder, in full discharge of Buyer shall assume all obligations of Seller under the Seller thereunder seismic and elevator contracts described on Exhibit “B” attached hereto (collectively, the “Assumed Contracts”). Prior to Closing, Seller shall observe and perform its obligations under the Assumed Contracts in all material respects insofar as may be necessary to avoid (i) termination of the Assumed Contracts, (ii) any material re-pricing of services or materials provided that thereunder, or (iii) any unreasonable delay in the Purchaser completion of the improvements contemplated thereby. At least two (2) business days prior to Closing, Seller shall not assume any Liabilities or Claims submit to Buyer reasonable proof of payment of all amounts actually paid by Seller under the Assumed Contracts. The aggregate sum of such amounts less $901,007 shall be reimbursed by Buyer to Seller at Closing. (b) During the term of this Agreement, Seller shall: (i) promptly provide Buyer with copies of all (A) periodic written inspection reports prepared by Seller’s construction manager, (B) written minutes of periodic construction meetings between such construction manager and the other parties to the Assumed Contracts to the extent that they relate prepared by such other parties, (C) progress payment requests and related certifications received by Seller from such other parties in accordance with the terms of the Assumed Contracts and (D) all written notices delivered to Seller pursuant to the time period terms of the Assumed Contracts; (ii) obtain Buyer’s prior consent (not to be unreasonably withheld, conditioned or delayed) to any decisions under the Assumed Contracts involving change orders which would have the effect of (A) increasing the aggregate cost of the work under any particular Assumed Contract by more than $10,000 or (B) delaying completion of the work under any particular Assumed Contract by more than ten (10) days beyond the scheduled completion date under such Assumed Contract; (iii) provide Buyer with advance notice of all regularly scheduled construction meetings and allow Buyer’s representatives to participate in such meetings; and (iv) exercise commercially reasonable efforts to obtain such estoppel certificates from the other parties to the Assumed Contracts as Buyer may reasonably request, provided that receipt of any such estoppel certificates shall in no event be deemed a condition to Buyer’s obligation to proceed to Closing Date or are otherwise Excluded Liabilities. The Purchaser accepts such sale. (b) From in accordance with the date terms of this Agreement if same is not terminated pursuant to the Closing Date, the Seller will on a weekly basis advise and keep the Purchaser informed of all sales orders for lumber that the Seller wishes to accept in the Ordinary Course of Business and on customary terms and prices and which orders will not be (or may reasonably be expected not to be) fulfilled by the Seller prior to the Closing Date and for which payment shall have not been received prior to the Closing Date (a “Post Sales Order”). The Purchaser shall advise the Seller in writing of which Post Sales Orders it wishes to accept and is willing to assume hereunder (an “Assumed SO”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Assumed SO’s. On Closing, the Purchaser shall take over and assume all of the Assumed SO’s and be entitled to all of the sales proceeds thereof; and (c) From the date of this Agreement to the Closing Date, the Seller will promptly advise and keep the Purchaser informed of all contracts or orders for log wood entered into by the Seller in the Ordinary Course of Business which are on customary terms and prices and which wood will not be (or may reasonably be expected not to be) delivered to the Sawmill prior to the Closing Date (a “Post Purchase Order”). At least two Business Days prior to the Closing Date, the Seller will provide the Purchaser with an updated list of Post Purchase Orders. The Purchaser shall take over and assume such Post Purchase Orders up to an aggregate amount of 2,000,000 euros (EUR two million) (the “Assumed POs”), with any excess not being an Assumed POSection 3.6.