Common use of Assumed Obligations Clause in Contracts

Assumed Obligations. At the Closing, Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At Without limiting Purchaser’s rights to indemnity under this Article 9, on the ClosingClosing Date Purchaser shall assume and hereby agrees to fulfill, Buyer shall assumeperform, and shall agree to satisfy pay and discharge as (or cause to be fulfilled, performed, paid or discharged) all of the same shall become due, the Seller’s obligations and liabilities first arising subsequent of Seller, known or unknown, with respect to the Closing (excluding any Properties, regardless of whether such obligations or liabilities that relate arose prior to, on or after the Effective Date, including but not limited to obligations to (i) furnish makeup gas according to the period preceding terms of applicable gas sales, gathering or transportation contracts, and to satisfy all other gas balancing obligations not adjusted under Section 7.9, (ii) pay working interests, royalties, overriding royalties and other interests held in suspense, (iii) properly plug and abandon any and all xxxxx, including inactive xxxxx or temporarily abandoned xxxxx, drilled on the Closing, including, without limitation, obligations Properties or liabilities arising or accruing with respect to any default or breach by the Seller prior otherwise pursuant to the ClosingContracts, (iv) replug any well, wellbore, or previously plugged well on the Properties to the extent required or necessary, (v) dismantle and remove any equipment structures, materials, platforms, flowlines, and property of whatever kind related to or associated with operations and activities conducted on the Properties or otherwise pursuant to the Contracts, (vi) clean up, restore or remediate the premises covered by or related to the Properties in accordance with applicable agreements and Laws, and (vii) perform all obligations applicable to or imposed on the lessee, owner, or operator under such any leases covering the Properties and related contracts, or as required by Applicable Laws (all of said obligations and liabilities, subject to the Contracts exclusions below, herein being referred to as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations; provided, Buyer shall however, that Purchaser does not assume any obligations or be responsible at any time for any liability, obligation, Indebtedness or commitment liabilities of Seller (y) to the extent that they are the continuing responsibility of the SellerSeller under Sections 7.1, the Owner 7.10, 7.11, 9.1 or the Owner Member, whether absolute 9.2 or contingent, accrued matters for which Seller is required to indemnify Purchaser under Sections 7.11 or unaccrued, asserted 9.5 or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, z) relating to any Hedging Transaction other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedPurchaser Xxxxxx.

Assumed Obligations. At the Closing, Buyer shall assumePurchasers hereby agree to assume only, and shall agree to satisfy indemnify, defend and discharge as the same shall become due, the Seller’s hold harmless Sellers from and against: (a) those liabilities and obligations and liabilities first arising subsequent to the Closing specifically set forth in Schedule 3.5 hereto; (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing b) all warranty claims of third parties against Sellers with respect to any default of the Purchased Assets or breach relating to the Business, as set forth in Schedule 3.5; (c) all product liability claims of third parties against Sellers with respect to any of the Purchased Assets or relating to the Business existing as of the Closing, as set forth in Schedule 3.5; (d) all trade accounts payable as of the Closing Date relating to the Business, as set forth in Schedule 3.5; (e) all liabilities and obligations under Real Property Leases used in the conduct of the Business; (f) all liabilities and obligations under the Assigned Contracts (no matter when incurred); (g) all liabilities and obligations incurred in the operation of the Business or the ownership or use of the Purchased Assets on or after the Closing Date; (h) all liabilities and obligations to employees of the Sellers who become employees of or consultants to the Purchasers following the Closing relating to obligations for vacation or holiday pay (accrued prior to Closing) and any severance obligations under an existing written agreement with such employee, all as set forth in Schedule 3.5; and (i) all severance obligations to any employees of the Sellers who make a claim to the Sellers that they are entitled to receive severance pursuant to Seller’s current severance policy (a copy of which is attached as part of Schedule 3.5 for reference purposes) because they accepted an offer of employment made by the Seller prior Purchasers where the wages and benefits offered to such employees by the Purchasers are not substantially equivalent to the Closing) under such wages and benefits they received as employees of the Contracts as are set forth on Schedule 2.2.2 Sellers, provided that Purchaser Parent shall control the defense of and response to any such claim (collectively, the “Assumed Obligations”). Except for Those liabilities and obligations under the Assigned Contracts shall be assumed by Purchaser only upon effective assignment of such Assigned Contract. The Assumed Obligations, Buyer Obligations shall not assume include any obligations or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, liabilities arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out default of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods Sellers occurring prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable)Assigned Contract, regardless of whether when such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights liability or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedobligation is asserted.

Assumed Obligations. At the Closing, Buyer Purchaser shall assume, and shall agree to satisfy and discharge as the same shall become due, (i) all trade accounts payable and accrued expenses that have been incurred in the ordinary course of Seller’s 's business (excluding, for purposes of clarification and not limitation, any and all professional fees, costs and other expenses incurred by the Seller in connection with the negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby after October 31, 2003, all of which shall be governed by Section 14.4 hereof), (ii) Seller's liabilities and other obligations and liabilities first arising subsequent to the Closing under all contracts entered into by Seller in the ordinary course of its business (excluding any including open purchase orders) after the date hereof, and (iii) the obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth listed on Schedule 2.2.2 2.1(c) hereto (collectively, collectively the “"Assumed Obligations”"). Except for the Assumed Obligationsas expressly set forth in this paragraph (c), Buyer Purchaser shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”)otherwise, including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member Seller incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or (except to the Other Acquisition (including any and all sales or use, income or other Taxes arising out extent contemplated by Section 14.5 hereof). Without limiting the generality of the transactions contemplated hereby or thereby). The Sellerforegoing, the Owner Seller expressly acknowledges and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member agrees that Seller shall retain, as applicable, and Buyer that Purchaser shall not assume or otherwise be obligated to pay, perform, defend or discharge, (ia) any liability of the Seller and/or the Owner for Taxes, including without limitationwhether measured by income or otherwise, (Ab) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any product liability pertaining to services provided products sold by the Seller prior to the Closing Date, or insurance related matters, (vc) any liabilities and obligations liability or obligation of the Seller with respect relating to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to default taking place before the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption under any of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which extent such parties would have had against default created or increased the liability or obligation, (d) any obligation of Seller to its shareholders, any Affiliate of Seller or its shareholders, or any Person claiming to have a right to acquire any capital stock or other securities of Seller, or (e) the Owner had this Distribution Agreement by and between KMS and Seller effective as of September 26, 2002, together with any and all liabilities or obligations (including professional fees) arising out of or relating thereto or to any prior or subsequent agreements between the parties. All obligations which are not been consummatedAssumed Obligations, including but not limited to the foregoing, are hereinafter referred to as the "Excluded Obligations."

Assumed Obligations. At the Closing, Buyer shall assumeagrees to assume Seller's obligations (a) under the Assumed Contracts listed on SCHEDULE 1.2(c), (b) under the Real Property Leases, as provided in the Lease Assignments, and (c) under the Assumed Liabilities listed on SCHEDULE 2.1 and only such obligations. Anything in this Agreement or elsewhere to the contrary notwithstanding, in no event shall agree Buyer be required to satisfy assume or in any way become responsible or liable for, or be deemed to have assumed or become liable or responsible for, any duty, obligation, debt or liability of Seller, whether or not related to the Business or the Assets, except as specifically provided herein and discharge as in the same shall become dueLease Assignments, or otherwise expressly assumed in writing by Buyer; it being expressly acknowledged that it is the Seller’s obligations intention of the parties hereto that all duties, obligations, debts and liabilities first arising subsequent to of Seller (other than obligations expressly assumed by Buyer herein, in the Closing (excluding any obligations Assumption, or in the Lease Assignments) shall be and remain solely the duties, obligations, debts and liabilities that relate to the period preceding the Closingof Seller. Specifically, including, and without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such implied limitation of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligationsforegoing, Buyer shall not assume or be responsible at agree to pay, perform or discharge any time for any liability, obligation, Indebtedness liabilities or commitment obligations of the Seller, the Owner whether accrued, absolute, contingent or the Owner Memberotherwise, whether absolute based on or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred in connection with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the defects in products sold, rented or distributed by Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating prior to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”)Closing, (ii) any liability of the Seller and/or the Owner in connection with any employee benefitsimplied or express warranties relating to such products, or (iii) any liability bulk sales or bulk transfer laws (it being the intent of the parties that Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any shall be liable for all such liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities and obligations are disclosed on initially the Schedules to this Agreement. The Seller liabilities and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption obligations of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedBuyer).

Assumed Obligations. At the Closing, Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, (i) all trade accounts payable incurred in the ordinary course of the Division's business in respect of inventory on order title to which has not passed to Seller as of the Effective Time, (ii) Seller’s 's and/or the Division's liabilities and other obligations and liabilities first arising in respect of periods subsequent to the Closing Effective Time under (excluding A) the Leases, (B) the Contracts listed on Section 3.10 of Seller Disclosure Statement (other than the Contracts which are designated as non-assumed Contracts on the Seller Disclosure Statement) and (C) any obligations or liabilities that relate Contract entered into in the ordinary course of business solely relating to the period preceding Division's business or the Closing, including, without limitation, obligations or liabilities arising or accruing with respect Assets that is not required to any default or breach by be set forth in the Seller prior Disclosure Statement pursuant to Section 3.10, and (iii) the Closing) under such of the Contracts as are set forth obligations listed on Schedule 2.2.2 1.01(c) (collectively, collectively the “"Assumed Obligations”"). Except for the Assumed Obligationsas expressly set forth in this paragraph (c), Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”)otherwise, including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member Seller incident to, arising out of or incurred with respect to, this Agreement and consummation of the transactions contemplated hereby or the Other Acquisition (including including, subject to Section 6.10, any and all sales or usesales, income or other Taxes arising out of the transactions contemplated hereby or therebyhereby). The Seller, the Owner and the Owner Member Seller expressly acknowledge acknowledges and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member agrees that Seller shall retain, as applicable, and that Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (ia) any liability of Seller that is not directly related to the Seller and/or the Owner Division and any liability for Taxes, whether measured by income or otherwise, including without limitation, (A) any and all liabilities liability for Taxes relating related to the Purchased Assets or business of the Assumed Obligations with respect to all Division for periods ending prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4)Effective Time, (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (iib) any liability of Seller or the Seller and/or the Owner Division in connection with any employee benefitsBenefit Plans (as that term is defined in Section 3.15), including, without limitation, any liability of Seller or the Division under ERISA (as defined in Section 3.15), (iiic) any liability of the Seller and/or the Owner Division under any federal, state or local law, rule, regulation, ordinance, program, permitPermit, or other legal requirement Legal Requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business Division's business and/or the facilities used by the Seller Assets (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller that accrued prior to the Closing Date, (d) any liability of Seller, the Division or insurance related mattersBuyer in connection with the sale of the Assets or any other aspect of the Division's business under any Legal Requirements relating to bulk transfers, (ve) any product liability pertaining to products sold or manufactured by and/or on behalf of the Division and/or Seller in connection with the Division's business prior to the Closing Date, (f) any liabilities and or obligations arising from or caused by breach of the Seller with respect to the Excluded Assetscontract, (vi) any liabilities arising under breach of warranty, tort, infringement or in connection with an Employee Plan, or (vii) any other liabilities arising violation of law that occurred prior to the Closing Date or (includingg) any liabilities or obligations arising from or directly or indirectly related to the Division's business that occurred prior to the Closing Date, including without limitation, any obligations to employees of the Division (other than Assumed Obligations). Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree agrees to satisfy and discharge, discharge as the same shall become due, due all Excluded Liabilitiesobligations and liabilities of Seller and/or the Division not specifically assumed by Buyer hereunder. Buyer’s 's assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner Division had the transactions contemplated by this Agreement not been consummated.

Assumed Obligations. At the Closing, Buyer shall assume, assume and shall agree to satisfy and discharge as the same shall become due, the Seller’s due only those liabilities and obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the "Assumed Liabilities") of Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively2.4. Each of the obligations under the Assumed Liabilities to be assumed by Buyer hereunder and under the Assignment and Assumption Agreement will be independently assumed subject to the representations, the “Assumed Obligations”)warranties, covenants and conditions made herein as to that obligation. Except for as expressly provided in the Assumed Obligationsfirst sentence of this Section 2.4, neither Parent nor Buyer shall not assume or otherwise be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise otherwise. The Seller understands and agrees that the Buyer intends to employ the employees of the Seller following the Closing with such benefits (including vacation, pension, insurance and severance benefits) as the Buyer may adopt from time to time in its sole and absolute discretion, no such act of the Buyer shall be construed as an assumption by the Buyer of any of such obligations of the Seller and the Buyer shall have no liability for any of such obligations of the Seller arising prior to the Closing. The Seller expressly agrees to satisfy and discharge as the same shall become due all the liabilities, obligations, Indebtedness debts and commitments, other than commitments of the Assumed Obligations, collectively, the “Excluded Liabilities”)Seller, including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At Provided that the ClosingClosing occurs, Buyer shall assumehereby assumes all duties, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent of every kind and character with respect to the Closing (excluding any obligations Assets or liabilities that relate the ownership or operation thereof attributable to the period preceding after the ClosingEffective Time, and all duties, obligations, and liabilities of every kind and character with respect to the Assets or the ownership or operation thereof attributable to the period before the Effective Time other than the Retained Obligations including, without limitation, obligations those arising out of (a) the terms of the Easements, Contracts, Leases, Equipment, Intangible Rights, or liabilities arising Subject Interests comprising part of the Assets, (b) gas imbalances, subject to Section 12.02 above, (c) suspense accounts, (d) ad valorem, property, severance and other similar taxes or accruing with respect to any default assessments based upon or breach measured by the Seller prior to the Closing) under such ownership of the Contracts as are set forth Assets or the production therefrom, (e) the condition of the Subject Interests, if such condition arose after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove Xxxxx, flowlines, gathering lines or other facilities, Equipment or other personal property or fixtures comprising part of the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including, without limitation, conducting any remediation activities that may be required on Schedule 2.2.2 or otherwise in connection with activities on the Subject Interests), and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Except for Under the circumstances specified in Section 14.01, above, certain Retained Obligations shall become Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption All of the Assumed Obligations shall in no way expand the rights or remedies of third parties against are assumed by Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedREGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE ORDINARY NEGLIGENCE OR STRICT LIABILITY OF ANY SELLER, BUT EXCLUDING THE GROSS NEGLIGENCE AND WILLFUL MISCONDUCT OF ANY SELLER.

Assumed Obligations. At the Closing, Buyer the Purchaser shall assume, assume and shall agree to satisfy pay, satisfy, perform and discharge as the same shall become due, due only (i) the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by of the Seller prior to associated with the Closing) under such of the Contracts as are Business specifically set forth on Schedule 2.2.2 1.2(a) hereto (collectively, the “Assumed Obligations”), and (ii) all future obligations under existing Contracts transferred pursuant to Section 1.1 (other than obligations or liabilities as the result of the breach of any such Contract prior to the Closing Date), capital leases and operating leases of the Seller listed thereon pursuant to an Assumption Agreement sub­stantially in the form of Exhibit 1.2(b) hereto. Each of the Contracts assumed here­under is independently assumed subject to the representations, warranties (including that such Contract is not in default on the Closing Date), covenants and conditions made herein as to that Contract. Except for as expressly set forth in this Section 1.2 and Schedule 1.2(a) hereto, the Assumed Obligations, Buyer Purchaser shall not assume or otherwise be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner MemberSellers, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilitiesotherwise, obligationsincluding, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to to, any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member Sellers (a) incident to, arising out of or incurred with respect to, to this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except imposed on any Seller for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4period), (Bb) any and all liabilities for Taxes which otherwise arise or are asserted or incurred by reason of events, acts or trans­actions occurring, or the operation of the Seller and/or Business (including Taxes imposed on the Owner for any period, and (C) any and all Tax liabilities that are incurred income or become payable as a result operations of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon Business or with respect to the transfer ownership of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”Acquired Assets), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to or on the Closing Date, or insurance related matters(c) for outstanding checks and other similar obligations, (vd) any liabilities and obligations of the Seller with respect relating to the Excluded Assetsemployee benefit plans, (vi) employee policies, employee Contracts, employee programs and/or arrangements of Parent and the Sellers or any liabilities arising under or in connection of their Subsidiaries and Affiliates with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date employees (including, without limitationbut not limited to, any severance or bonus payments payable to any Parent or Seller employee), (e) relating to Product Liability Claims and (f) relating to HRMI (collectively, the Seller Note Payable“Excluded Liabilities”), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller Parent and each of the Owner further Sellers jointly and severally agree to satisfy and discharge, discharge each of the Excluded Liabilities as the same shall become due, all Excluded Liabilities. BuyerThe Purchaser’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer the Purchaser as compared to the rights and remedies which such parties would have had against the any Seller or the Owner had this Agreement Agree­ment not been consummated.

Assumed Obligations. At the Closing, Buyer Purchaser shall assume, assume and shall agree to satisfy pay, satisfy, perform and discharge as the same shall become duedue only the liabilities of Parent and Seller Companies, including all post-Closing obligations under (i) existing Purchaser approved Contracts that are included among the Seller’s Acquired Assets (other than obligations and or liabilities first arising subsequent as the result of the breach of any such Contract prior to the Closing Date), (excluding any ii) capital leases of Parent and Seller Companies set forth on Schedule 1.2(a) attached hereto (not to exceed an aggregate balance at Closing of One Hundred Fifty Thousand Dollars ($150,000)) and (iii) operating and real property leases of Parent and Seller Companies set forth on Schedule 1.2(a) attached hereto (other than obligations or liabilities relating to defaults thereunder that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller arose prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”), pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit 1.2(a) attached hereto (the “Assumption Agreement”). Each of the Contracts assumed hereunder is independently assumed subject to the representations, warranties (including that such Contract is not in default on the Closing Date), covenants and conditions made herein as to that Contract. Except for the Assumed Obligationsas expressly set forth in this Section 1.2 and Schedule 1.2(a) attached hereto, Buyer Purchaser shall not assume or otherwise be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner any Seller Company or the Owner MemberParent, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilitiesotherwise, obligationsincluding, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to to, any liabilities, obligations, debts or commitments of Seller Companies or Parent (a) in respect of any indebtedness for money borrowed or accounts payable; (b) under or in respect of any equipment leases or other financing agreements other than in respect of those specifically set forth as Assumed Obligations, but in no event shall Purchaser be responsible for any fees or costs in connection with the Sellertransfer of the equipment leases which are a part of the Assumed Liabilities or for any service or maintenance agreements; (c) under any employment agreements, consulting agreements, professional radiology service agreements with Seller Companies (except those specifically assumed hereunder), management agreements or other such agreements; (d) relating to any lease obligations of any kind relating to real property, other than those included in the Owner Assumed Obligations, from and after the Closing, (e) relating to or arising out of any pending claims, actions, arbitrations and/or other proceedings against Seller Companies; (f) relating to recapture of any depreciation deduction or investment tax credit of Seller Companies; (g) relating to any claims, obligations or liabilities in respect of environmental remediation or any violation of any environmental laws or regulations, or any other violation or alleged violation of applicable law or regulations by the Owner Member Seller Companies; (h) relating to any business operations other than the Business; (i) incident to, arising out of or incurred with respect to, to this Agreement and the agreements, documents, instruments, and transactions contemplated hereby hereby; (j) which otherwise arise or are asserted or incurred by reason of events, acts or transactions occurring, or the Other Acquisition (including any and all sales or use, income or other Taxes arising out operation of the transactions contemplated hereby Business, prior to or therebyon the Closing Date; (k) for outstanding checks and other similar obligations; (l) relating to the employee benefit plans, employee policies, employee Contracts, employee programs and/or arrangements of Seller Companies or any of their Subsidiaries and Affiliates with Employees (including, but not limited to, any severance or bonus payments payable to any Employee of any Seller Company). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated ; (m) relating to pay, perform, defend or dischargeProduct Liability Claims; (n) relating to Taxes, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating attributable to the Purchased Acquired Assets or the Assumed Obligations Business with respect to all periods prior to and including the Closing Date (including any Taxes taxable period or portion thereof that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred ends on or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date or (includingii) imposed on any Seller Company or Parent; or (m) arising out of or relating to any diagnostic tests or other services rendered by Seller Companies, without limitationincluding any relating to medical malpractice (collectively, the “Excluded Liabilities”). Parent and Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further Companies agree to satisfy and discharge, discharge each of the Excluded Liabilities as the same shall become due, all Excluded Liabilities. BuyerPurchaser’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer Purchaser as compared to the rights and remedies which that such parties would have had against the Parent or any Seller or the Owner Company had this Agreement not been consummated.

Assumed Obligations. At the Closing, Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, (i) all trade accounts payable and accrued business expenses that have been incurred in the Sellerordinary course of the Company’s business and are reflected on the Closing Date Balance Sheet; (ii) the Company’s liabilities and other obligations and liabilities first arising subsequent to the Closing under (excluding any obligations or liabilities that relate x) the Contracts listed on Schedule 3.13(a), and (y) all other Contracts entered into by the Company in the ordinary course of its business (including open purchase orders) and not required to be listed on Schedule 3.13(a), in each case to the period preceding extent that the Company’s rights thereunder are effectively transferred to Buyer at Closing, including, without limitation, ; and (iii) the obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth listed on Schedule 2.2.2 1.1(c) hereto (collectively, collectively the “Assumed Obligations”). Except for the Assumed Obligationsas expressly set forth in this paragraph (c), Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt, or commitment of the Seller, the Owner or the Owner MemberCompany, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilitiesotherwise, obligationsincluding, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to to, any liabilities, obligations, debts debts, or commitments of the Seller, the Owner or the Owner Member Company incident to, arising out of of, or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or usesales, income income, or other Taxes arising out of the transactions contemplated hereby or therebyhereby). The SellerWithout limiting the generality of the foregoing, the Owner Company and the Owner Member Members expressly acknowledge and agree that, except for that the Assumed Obligations, the Seller, the Owner and the Owner Member Company shall retain, as applicable, and that Buyer shall not assume or otherwise be obligated to pay, perform, defend defend, or discharge, (ia) any liability of the Seller Company and/or the Owner Members for Taxes, including without limitationwhether measured by income or otherwise, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (iib) any liability of the Seller and/or the Owner Company in connection with any employee benefitsPlan or Benefit Program or Agreement, including, without limitation, any liability of the Company under ERISA, (iiic) any liability of the Seller and/or the Owner Company under any federal, state state, or local law, rule, regulation, ordinance, program, permitPermit, or other legal requirement Legal Requirement relating to health, safety, hazardous substances Hazardous Materials, and environmental matters applicable to the Business Company’s business and/or the facilities used Used by the Seller Company (whether or not owned by the SellerCompany), (ivd) any product liability pertaining to services provided products sold or manufactured by the Seller Company prior to the Closing Date, (e) any liability or insurance related mattersobligation of the Company relating to any default taking place before the Closing Date under any of the Assumed Obligations to the extent such default created or increased the liability or obligation, (vf) any liabilities and obligations obligation of the Seller with respect Company to the Excluded AssetsMembers, (vi) any liabilities arising under Affiliate of the Company or in connection with an Employee Planthe Members, or any Person claiming to have a right to acquire any membership interests or other securities of the Company, or (viig) any other liabilities arising prior to liability or obligation, including accrued interest thereon, under the Closing Date (including, without limitation, the Seller Note Payable), regardless line of whether such liabilities are disclosed on the Schedules to this Agreementcredit or installment loans with First Tennessee National Bank. The Seller and the Owner Company further agree agrees to satisfy and discharge, discharge as the same shall become due, due all Excluded Liabilities. Buyer’s assumption obligations and liabilities of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Company not specifically assumed by Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedhereunder.

Assumed Obligations. At the Closing, Buyer Purchaser shall assume, and shall agree to satisfy and discharge as the same shall become due, (i) the Seller’s liabilities and other obligations and liabilities first arising subsequent to the Closing under the Transferred Contracts and (excluding any ii) the obligations or liabilities that listed on Schedule 1.01(d) hereto, which relate to the period preceding Assets (collectively the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “"Assumed Obligations”"). Except for the Assumed Obligationsliabilities and other obligations of DCA existing on the date hereof or entered into by DCA in the ordinary course of business, Buyer consistent with past practices or as expressly set forth in this paragraph (d) or except as otherwise expressly set forth herein, Purchaser shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner Sellers or the Owner MemberDental Practices, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”)otherwise, including but not limited to any liabilities, obligations, debts or commitments of Sellers and the Seller, the Owner or the Owner Member Dental Practices incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or usesales, income or other Taxes taxes arising out of the transactions contemplated hereby or therebyhereby). The SellerWithout limiting the generality of the foregoing, except as otherwise expressly set forth herein, the Owner and the Owner Member Sellers expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member that they shall retain, as applicable, and Buyer that Purchaser shall not assume or otherwise be obligated to pay, perform, defend or discharge, (ia) any liability of the any Seller and/or the Owner or Dental Practice for TaxesTaxes (as such term is defined in Section 8.01(p) below), including without limitationwhether measured by income or otherwise, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (iib) any liability of the any Seller and/or the Owner or Dental Practice in connection with any employee benefitsPlan (as such term is defined in Section 3.07(a)(i) below) or Benefit Program or Agreement (as such term is defined in Section 3.07(a)(i) below), including, without limitation, any liability of the Sellers under ERISA (as such term is defined in Section 3.07(a)(i) below), (iiic) any liability of the any Seller and/or the Owner under any federal, state Permit or local law, rule, regulation, ordinance, program, permit, or other legal requirement Legal Requirement relating to health, safety, hazardous substances and Hazardous Materials and/or environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (viid) any obligation of DCA to any Person claiming to have a right to acquire any capital stock or other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless securities of whether such liabilities are disclosed on the Schedules to this AgreementDCA. The Seller and the Owner further agree InterDent agrees to satisfy and discharge, discharge as the same shall become duedue all obligations and liabilities of each Seller, all Excluded Liabilities. Buyer’s assumption of DCA and the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement Dental Practices not been consummatedspecifically assumed by Purchaser hereunder.

Assumed Obligations. At the Closing, Buyer shall assumeSubject to, and without limitation of, Purchaser’s rights to indemnity under this Article 11, the terms of Article 3 (including Purchaser’s rights and remedies arising thereunder), the special warranty of Defensible Title in the Assignment and Bill of Sale, the special warranty of title in the Mineral Deed or any adjustments to the Unadjusted Purchase Price set forth in Section 2.3, on the Closing Date, (x) VTLE shall agree assume and hereby agrees to satisfy fulfill, perform, pay, and discharge as (or cause to be fulfilled, performed, paid, or discharged) all of the same shall become due, the Seller’s obligations and liabilities first arising subsequent of Seller and its Affiliates, known or unknown, with respect to the Closing (excluding any VTLE Assets, regardless of whether such obligations or liabilities that relate arose prior to, on, or after the Effective Date (collectively, and, for purposes of clarity, excluding the Retained Obligations, the “VTLE Assumed Obligations”) and (y) NOG shall assume and hereby agrees to fulfill, perform, pay, and discharge (or cause to be fulfilled, performed, paid, or discharged) all of the obligations and liabilities of Seller and its Affiliates, known or unknown, with respect to the period preceding the ClosingNOG Assets, including, without limitation, regardless of whether such obligations or liabilities arising arose prior to, on, or accruing with respect to any default or breach by after the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 Effective Date (collectively, and, for purposes of clarity, excluding the Retained Obligations, the “NOG Assumed Obligations” and, together with the VTLE Assumed Obligations, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including include the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.following:

Assumed Obligations. At the Closing, the Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, (i) the Seller’s Company's liabilities and other obligations and liabilities first arising in the ordinary course of business subsequent to the Balance Sheet Date due in the ordinary course of business after the Closing Date under (excluding any obligations or liabilities that relate x) the Contracts listed on Schedule 3.13, and (y) all other Contracts entered into by the Company in the ordinary course of its business (including open purchase orders) and not required to be listed on Schedule 3.13, in each case to the period preceding extent that the Company's rights thereunder are effectively transferred to Buyer at Closing, including, without limitation, and (ii) the obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth listed on Schedule 2.2.2 1.1(c) hereto (collectively, collectively the “"Assumed Obligations”"). Except for as expressly set forth in this paragraph (c), the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner MemberCompany, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”)otherwise, including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member Company incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or usesales, income income, payroll or other Taxes taxes arising out of the transactions contemplated hereby or therebyhereby). The SellerWithout limiting the generality of the foregoing, the Owner Company and the Owner Member Shareholder expressly acknowledge and agree that, except for that the Assumed Obligations, the Seller, the Owner and the Owner Member Company shall retain, as applicable, and that Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (ia) any liability of the Seller Company and/or the Owner Shareholder for Taxes, including without limitationwhether measured by income or otherwise, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (iib) any liability of the Seller Company and/or the Owner Shareholder in connection with any employee benefitsPlan or Benefit Program or Agreement, including, without limitation, any liability of the Company under ERISA, (iiic) any liability of the Seller and/or Company relating to the Owner under violation of any federal, state or local law, rule, regulation, ordinance, program, permitPermit, or other legal requirement relating to health, safety, hazardous substances and environmental matters Legal Requirement applicable to the Business Company's business and/or the facilities used Used by the Seller Company (whether or not owned by the SellerCompany), (ivd) any liability pertaining or obligation of the Company relating to services provided by any default taking place before the Seller Closing Date under any of the Assumed Obligations to the extent such default created or increased the liability or obligation, (e) any obligation of the Company to the Shareholder, any Affiliate of the Company or the Shareholder, or any Person claiming to have a right to acquire any capital stock or other securities of the Company, or (f) any liability or obligation of the Company relating to the conduct or operation of its business prior to the Closing Date or the Use of the Assets prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, any liability or obligation regarding any pending litigation (such specifically listed liabilities and obligations in section 1.1(b) shall be known collectively as the Seller Note Payable"Excluded Liabilities and Obligations"), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller Company and the Owner Shareholder further agree to satisfy and discharge, discharge as the same shall become due, due all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights Liabilities and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedObligations.

Assumed Obligations. At the Closing, the Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, (i) all trade accounts payable and accrued expenses that have been incurred in the Seller’s ordinary course of the Company's business, (ii) the Company's liabilities and other obligations and liabilities first arising subsequent to the Closing under (excluding any obligations or liabilities that relate x) the Contracts listed on Schedule 3.13, and (y) all other Contracts entered into by the Company in the ordinary course of the Company's business, in each case to the period preceding extent that the Closing, including, without limitation, obligations or liabilities arising or accruing with respect Company's rights thereunder are effectively transferred to any default or breach by the Seller prior Buyer at Closing and provided that such Contracts were not required to the Closing) under such of the Contracts as are set forth be listed on Schedule 2.2.2 3.13, and (iii) the obligations listed on Schedule 1.01(c) hereto (collectively, the “"Assumed Obligations”"). Except for as expressly set forth in this paragraph (c), the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner MemberCompany, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”)otherwise, including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member Company incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or usesales, income or other Taxes taxes arising out of the transactions contemplated hereby or therebyhereby). The Seller, the Owner and the Owner Member Seller expressly acknowledge acknowledges and agree that, except for agrees that the Assumed Obligations, the Seller, the Owner and the Owner Member Seller shall retain, as applicable, and that Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (ia) any liability of the Seller Company and/or the Owner Shareholders for TaxesTaxes (as hereafter defined), including without limitationwhether measured by income or otherwise, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (iib) any liability of the Seller and/or the Owner Company in connection with any employee benefitsPlan or Benefit Program or Agreement (as those terms are defined in Section 3.07 hereof), including, without limitation, any liability of the Company under ERISA (as hereafter defined), (iiic) any liability of the Seller and/or the Owner Company under any federal, state or local law, rule, regulation, ordinance, program, permitPermit, or other legal requirement Legal Requirement relating to health, safety, hazardous substances Hazardous Materials and environmental matters applicable to the Business Company's business and/or the facilities used Used by the Seller Company (whether or not owned by the SellerCompany), or (ivd) any product liability pertaining to services provided products sold or manufactured by the Seller Company prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree agrees to satisfy and discharge, discharge as the same shall become due, due all Excluded Liabilitiesobligations and liabilities of the Company not specifically assumed by the Buyer hereunder. Buyer’s 's assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner Company had this Agreement not been consummated. Notwithstanding the foregoing, Buyer shall reimburse the Company for 50% of any sales Taxes attributable to the sale of the Assets pursuant to this Agreement up to a maximum of $20,000.

Assumed Obligations. At In addition to the payment of the Purchase Price, Buyer shall, as part of the Closing, assume the specific liabilities, obligations, contracts and agreements of Seller listed on Schedule 3 (collectively, the "Assumed Obligations"). Notwithstanding any other provisions in this Agreement to the contrary, Buyer shall assume, and shall agree to satisfy and discharge as assume the same shall become due, the Seller’s obligations and liabilities first arising subsequent Assumed Obligations only to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities extent arising or accruing from and after the Closing Date, and Buyer shall have no duty or obligation whatsoever with respect to any default duties or breach by obligations of Seller arising or accruing before the Seller prior Closing Date (all of which shall be the sole responsibility and liability of Seller). Notwithstanding any other provision in this Agreement to the Closing) contrary, Seller shall have no duty or obligation whatsoever with respect to any duties or obligations of Buyer arising or accruing under such any of the Contracts as are set forth on Schedule 2.2.2 Assumed Obligations after the Closing Date (collectively, all of which shall be the “Assumed Obligations”sole responsibility and liability of Buyer). Except for the Assumed Obligations, Buyer shall not assume or be responsible at become obligated or liable with respect to any time for any liability, obligation, Indebtedness obligation or commitment liability of the Seller, including, but not limited to, any liability or obligation of Seller related to any litigation to which Seller is a party. Subject to the Owner or terms and conditions of this Agreement, Buyer and Seller shall execute and deliver on the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise Closing Date an Assignment and Assumption Agreement substantially in the form of Exhibit C attached hereto and incorporated herein by this reference (such liabilities, obligations, Indebtedness the "Assignment and commitments, other than Assumption Agreement") pursuant to which Buyer shall assume the Assumed Obligations and Seller shall assign the Assumed Obligations, collectively, the “Excluded Liabilities”), including but . Seller is not limited to any liabilities, obligations, debts in material breach or commitments of the Seller, the Owner or the Owner Member incident to, arising out violation of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner default under any federal, state terms of any Assumed Obligation. On or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, Seller shall obtain the necessary consents or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or approvals required in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption Seller's assignment of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedObligations.

Assumed Obligations. At the Except as provided in Section 10.04 and subject to Section 10.03, at Closing, Buyer Purchaser shall assume, pay, discharge and shall agree to satisfy and discharge as perform the same shall become due, following (the Seller’s "Assumed Obligations"): (a) those obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate attributable to the period preceding after the Closing, including, without limitation, obligations Effective Date and that arise out of events occurring after the Effective Date under or liabilities arising or accruing with respect to the Related Agreements (other than liabilities or obligations attributable to any default or breach failure by Seller to comply with the terms thereof); (b) other obligations and liabilities of Seller prior but only to the Closingextent that there shall have been an adjustment or accounting adjustment entry with respect thereto pursuant to Section 3.02; (c) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness all obligations and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident liabilities relating to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby attributable to ownership or the Other Acquisition (including any and all sales or use, income or other Taxes arising out operation of the transactions contemplated hereby or thereby). The Seller, Assets after the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) Effective Date other than any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Income Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Sellerwithout prejudice to Purchaser’s right to enforce representations, warranties, covenants and indemnities expressly provided under this Agreement), ; (ivd) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller other than with respect to the Excluded AssetsObligations, (vi) any liabilities and all liabilities, obligations or commitments arising under or after the Effective Date in connection with an Employee Planor relating in any way to the use, ownership or operation of the Systems or Assets, or any activities or operations occurring or conducted at the Real Property, whether accrued, contingent, absolute, determined, determinable or otherwise, which arise under or relate to any Environmental Legal Requirement (viiwithout prejudice to Purchaser’s right to enforce representations, warranties, covenants and indemnities expressly provided under this Agreement); (e) any all other obligations and liabilities relating to, arising out of or attributable to the ownership or operation of the Assets after the Effective Date (other than Income Taxes of Seller) and (f) all other obligations and liabilities with respect to the Assets for which Seller was liable prior to the Closing Date expiration of applicable representations, warranties, covenants and agreements upon expiration or termination of same (includingfor avoidance of doubt, without limitation, the Seller Note Payableit is acknowledged that representations and warranties as to compliance with Environmental Legal Requirements described in Section 4.01(k) shall not expire), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At the Upon Closing, Buyer shall assumeassume and timely and fully pay, perform and shall agree otherwise discharge, without recourse to satisfy and discharge as the same shall become dueSeller, the Seller’s all duties, obligations and liabilities first arising subsequent of every kind and character with respect to the Closing (excluding any obligations Property or liabilities that relate the ownership or use of the Property, except to the period preceding extent Seller is required to indemnify Buyer under Section 9.4, whether attributable to periods before, on or after the ClosingEffective Time, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY OF THE SELLER INDEMNIFIED PARTIES, EXCEPTING ONLY IN THE CASE OF THIS SECTION 9.1 Liabilities actually resulting on the account of the gross negligence or willful misconduct of a member of THE Seller Indemnified Parties, including, without limitation, those arising out of: (a) the terms of the Leases, Permits and Easements, the Related Contracts and all other orders and contracts of record to which the Property or the ownership or use thereof is subject; (b) payment of funds held in suspense for the benefit of third parties; (c) the condition of the Property; (d) obligations to properly plug and abandon or liabilities arising re-plug or accruing re-abandon or remove or bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Property; (e) any violations of Environmental Laws; (f) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement; (g) responsibility for the proper and timely payment of all royalties, overriding royalties, production payments, net profits obligations and other burdens or encumbrances to which the Property is subject; (h) responsibility for compliance with respect to any default or breach by the Seller prior all applicable laws, ordinances, rules, and regulations pertaining to the ClosingProperty; and (i) under such responsibility for taxes and expenses (including, without limitation, Property Taxes and Excise Taxes) for which Buyer is responsible as provided in Article 10; and (j) any Claims or liability as to which Seller does not have, or no longer has, an obligation to indemnify Buyer in accordance with the terms of the Contracts as are set forth on Schedule 2.2.2 this Agreement (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At the Closing, DCRI and Buyer agree to assume and pay when due all obligations of Seller (a) under the Assumed Contracts listed on SCHEDULE 1.2(c), (b) under the Real Property Leases, as provided in the Lease Assignments, (c) under the Assumed Liabilities listed on SCHEDULE 2.1(c)(5), (d) the accounts payable of Seller which are not unreasonable in amount or as to purpose, and which have been incurred by Seller in the ordinary cause of business and which are consistent with past practices and policies of Seller, and (e) all other unsecured obligations of Seller which arise in the ordinary course of business (none of which will be unreasonable in amount or as to purpose) and which if paid would be consistent with the past practices and policies of Seller (an example would be refund of a placement fee because a candidate terminates during the time period in which the Seller is obligated to refund such placement fee). The parties acknowledge that neither Buyer nor DCRI are assuming any obligations of Seller except those hereinbefore set forth, and that the obligations of Seller not be assumed include those obligations which should have been disclosed to Buyer pursuant to the terms of this Agreement. Anything in this Agreement or elsewhere to the contrary notwithstanding, in no event shall DCRI and Buyer be required to assume or in any way become responsible or liable for, or be deemed to have assumed or become liable or responsible for, any duty, obligation, debt or liability of Seller, whether or not related to the Business or the Assets, except as specifically provided herein and in the Lease Assignments, or otherwise expressly assumed in writing by DCRI and Buyer; it being expressly acknowledged that it is the intention of the parties hereto that all duties, obligations, debts and liabilities of Seller (other than obligations expressly assumed by DCRI or Buyer herein, in the Assumption, or in the Lease Assignments) shall be and remain solely the duties, obligations, debts and liabilities of Seller. Specifically, and without implied limitation of the foregoing, DCRI or Buyer shall assume, and shall not assume or agree to satisfy and pay, perform or discharge as the same shall become dueany liabilities or obligations of Seller, the Seller’s obligations and liabilities first whether accrued, absolute, contingent or otherwise, based on or arising subsequent to the Closing out of or in connection with (excluding i) any obligations defects in products sold, rented or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach distributed by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefitsimplied or express warranties relating to such products, or (iii) any liability bulk sales or bulk transfer laws (it being the intent of the parties that Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any shall be liable for all such liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities and obligations are disclosed on initially the Schedules to this Agreement. The Seller liabilities and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption obligations of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedBuyer).

Assumed Obligations. At Subject to the terms and conditions of this Agreement, at Closing, Buyer Buyers will assume and agree to pay, perform and discharge when due from and after the Closing Date, only those Liabilities (i) arising from the performance of warranty obligations in the ordinary course of business which relates to products sold or services provided prior to Closing by the Business; provided, however, that Sellers shall assumepromptly reimburse Buyers (and in any case no later than thirty (30) days after Sellers’ Representative’s receipt of a reasonably detailed invoice from Buyer’s Representative) for Buyers’ cost (without markup) in providing such warranty work, and shall (ii) that otherwise initially occur and are attributable to the period after Closing in respect of the Assigned Contracts and assigned to Buyers hereunder in conformity with the provisions of such Assigned Contracts (and that do not relate to or arise out of any breach of any representation, warranty or covenant of Sellers or Flotek hereunder or under such Assigned Contracts). The Liabilities assumed by Buyers under this Section 2.02 are collectively referred to as the “Assumed Obligations.” Nothing herein prevents Buyers from contesting in good faith any of the Assumed Obligations. Sellers agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent all Liabilities that are not assumed by Buyers pursuant to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closingterms of this Agreement, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such whether known as of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”)date hereof or thereafter determined. Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any Sellers represent that all payments due and all sales or use, income or other Taxes arising out obligations to be performed as of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability in respect of the Seller pursuant to Section 5.4), (B) any Assigned Contracts and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, have been timely made and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedperformed.

Assumed Obligations. At the Closing, DCRI and Buyer agree to assume each Seller's obligations (a) under the Assumed Contracts listed on Schedule 1.2(c), (b) under the Real Property Leases, as provided in the Lease Assignments, (c) under the Assumed Liabilities listed on Schedule 2.1, (d) the accounts payable of Sellers which are not unreasonable in amount or as to purpose, and which have been incurred by Sellers in the ordinary cause of business and which are consistent with past practices and policies of Sellers, and (e) all other unsecured obligations of Sellers which arise in the ordinary course of business (none of which will be unreasonable in amount or as to purpose) and which if paid would be consistent with the past practices and policies of Sellers (an example would be refund of a placement fee because a candidate terminates during the time period in which the Sellers are obligated to refund such placement fee). The parties acknowledge that neither Buyer nor DCRI are assuming any obligations of Sellers except those hereinbefore set forth, and that the obligations of Sellers not be assumed include (i) a disputed unemployment insurance matter in New Jersey (all claims for refunds and all payments attributable to this matter remain the property of Sellers), (ii) a disputed workers compensation insurance invoice, and (iii) those obligations which are not described in the preceding sentence and which should have been disclosed to Buyer pursuant to the terms of this Agreement. Anything in this Agreement or elsewhere to the contrary notwithstanding, in no event shall DCRI and Buyer be required to assume or in any way become responsible or liable for, or be deemed to have assumed or become liable or responsible for, any duty, obligation, debt or liability of a Seller, whether or not related to the Business or the Assets, except as specifically provided herein and in the Lease Assignments, or otherwise expressly assumed in writing by DCRI and Buyer; it being expressly acknowledged that it is the intention of the parties hereto that all duties, obligations, debts and liabilities of a Seller or both Sellers (other than obligations expressly assumed by DCRI or Buyer herein, in the Assumption, or in the Lease Assignments) shall be and remain solely the duties, obligations, debts and liabilities f each Seller or both Sellers. Specifically, and without implied limitation of the foregoing, DCRI or Buyer shall assume, and shall not assume or agree to satisfy and pay, perform or discharge as the same shall become dueany liabilities or obligations of Seller, the Seller’s obligations and liabilities first whether accrued, absolute, contingent or otherwise, based on or arising subsequent to the Closing out of or in connection with (excluding i) any obligations defects in products sold, rented or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach distributed by the a Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefitsimplied or express warranties relating to such products, or (iii) any liability bulk sales or bulk transfer laws (it being the intent of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any parties that Sellers shall be liable for all such liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities and obligations are disclosed on initially the Schedules to this Agreement. The Seller liabilities and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption obligations of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedBuyer).

Assumed Obligations. At the Closing, Buyer (and/or, at Buyer's election, Buyer Subsidiaries) shall assumeby an appropriate instrument of assumption to be executed and delivered at Closing and to be substantially in the form attached as Exhibit A hereto (the "Assumption Agreement"), assume and shall agree to satisfy and discharge as the same shall become perform, pay or discharge, when due, to the Seller’s extent not theretofore performed, paid or discharged, except for any Excluded Liabilities, all of (a) Sellers' obligations and liabilities under the Assumed Contracts arising after the Effective Time; (b) all liabilities and obligations of Sellers (including the obligations to make payments) resulting from facts or circumstances first arising subsequent after the Effective Time under all licenses, permits, approvals, certificates of occupancy and operating rights included in the Purchased Assets; (c) Buyer's obligations pursuant to Section 7.3 hereof; and (d) any liabilities and obligations reflected as ordinary course current liabilities on the Closing Statement pursuant to Section 1.7 hereof (other than any Excluded Liabilities and the current portion of any long-term liabilities), each to the extent such liability or obligation is reflected on the Closing Statement. The obligations and liabilities to be assumed by Buyer (excluding any obligations or liabilities that relate and/or the Buyer Subsidiaries, if applicable) pursuant to this Section are hereinafter sometimes referred to as the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing "Assumed Liabilities." Except with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectivelyAssumed Liabilities, Buyer and, if applicable, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer Subsidiaries do not hereby and shall not assume or be responsible at in any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated way undertake to pay, perform, defend satisfy or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) discharge any liabilities and or obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under Sellers or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (Parent including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At Subject to the Closingterms and conditions of this Agreement (including Section 2.7), Buyer shall if the Closing occurs, Purchaser will, effective as of the Closing Date, cause the Specified Designee (with respect to obligations of the Company) or the SWV Specified Transferee (in the case of obligations of SWV) to assume, and shall to agree to satisfy and discharge as the same shall become perform when due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability all of the Seller and/or Company's or SWV's obligations under (x) the Owner for Taxes, including without limitation, Specified Contracts (Aother than the Mutual Confidentiality Agreement) and (y) any and all liabilities for Taxes relating other Contract entered into after the date hereof which Purchaser agrees in its discretion to assume, in each case other than any such obligation (1) required by the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including terms of any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, such Specified Contract or other legal requirement relating Contract to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether have been discharged on or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, (2) the existence of which constitutes a breach of any representation or insurance related matterswarranty of the Company or SWV contained in or made pursuant to this Agreement, (v3) any liabilities and obligations arising out of a breach or default by the Seller with respect to the Excluded Assets, (vi) any liabilities arising under Company or in connection with an Employee Plan, SWV on or (vii) any other liabilities arising prior to the Closing Date under such Specified Contract or other Contract or any event occurring on or prior to the Closing Date that with the lapse of time or the giving of notice, or both, would become such a breach or default or based upon, resulting from or arising out of the Retained Liabilities or (including, without limitation4) constituting a Closing Current Liability and (ii) the Liabilities expressly listed on Exhibit 2.3 hereto (subject to any limitations or qualifications set forth on such Exhibit). The obligations of the Company or SWV assumed by the Specified Designee or the SWV Specified Transferee pursuant to this Section 2.3 are referred to herein as the "ASSUMED OBLIGATIONS". For the avoidance of doubt and anything in this Section 2.3 above to the contrary notwithstanding, the Seller Note PayableAssumed Obligations do not and shall not include any obligations of the Company or SWV to any Insider (other than any Company Employees, as such), regardless or any obligation to pay Transfer Taxes, Transaction Expenses or any Liability described in sub-clauses (ii)(3), (4), (5) or (6) of whether such liabilities are disclosed on Section 2.4. It is understood and agreed that Purchaser (as opposed to the Schedules to this Agreement. The Seller and Specified Designee and/or the Owner further Specified SWV Transferee) will not assume, agree to satisfy and discharge, as the same shall or perform or otherwise become due, all Excluded Liabilities. Buyer’s assumption liable to any extent for any of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedObligations.

Assumed Obligations. At the Closing, Buyer Purchaser shall assume, assume and shall agree to satisfy pay, satisfy, perform and discharge as the same shall become duedue only the liabilities of Seller Companies, including all post-Closing obligations under (i) existing Contracts that are included among the Seller’s Acquired Assets (other than obligations and or liabilities first arising subsequent as the result of the breach of any such Contract prior to the Closing Date), (excluding any ii) capital leases of Seller Companies set forth on Schedule 1.2(a) attached hereto and (iii) operating leases of Seller Companies set forth on Schedule 1.2(a) attached hereto (other than obligations or liabilities relating to defaults thereunder that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller arose prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”), pursuant to an Assumption Agreement substantially in the form of Exhibit 1.2(a) attached hereto (the “Assumption Agreement”). Each of the Contracts assumed hereunder is independently assumed subject to the representations, warranties (including that such Contract is not in default on the Closing Date), covenants and conditions made herein as to that Contract. Except for the Assumed Obligationsas expressly set forth in this Section 1.2 and Schedule 1.2(a) attached hereto, Buyer Purchaser shall not assume or otherwise be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner any Seller Company or the Owner MemberParent, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilitiesotherwise, obligationsincluding, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to to, any liabilities, obligations, debts or commitments of the Seller, the Owner Seller Companies or the Owner Member Parent (a) incident to, arising out of or incurred with respect to, to this Agreement and the agreements, documents, instruments, and transactions contemplated hereby hereby, (b) which otherwise arise or are asserted or incurred by reason of events, acts or transactions occurring, or the Other Acquisition (including any and all sales or use, income or other Taxes arising out operation of the transactions contemplated hereby Business, prior to or therebyon the Closing Date, (c) for outstanding checks and other similar obligations, (d) relating to the employee benefit plans, employee policies, employee Contracts, employee programs and/or arrangements of Seller Companies or any of their Subsidiaries and Affiliates with Employees (including, but not limited to, any severance or bonus payments payable to any Employee of any Seller Company). The Seller, the Owner and the Owner Member expressly acknowledge and agree that(e) relating to Product Liability Claims, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated (f) relating to pay, perform, defend or dischargeTaxes, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating attributable to the Purchased Acquired Assets or the Assumed Obligations Business with respect to all periods prior to and including the Closing Date (including any Taxes taxable period or portion thereof that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred ends on or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date or (including, without limitationii) imposed on any Seller Company or Parent; or (g) relating to medical malpractice (collectively, the “Excluded Liabilities”). Parent and Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further Companies agree to satisfy and discharge, discharge each of the Excluded Liabilities as the same shall become due, all Excluded Liabilities. BuyerPurchaser’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer Purchaser as compared to the rights and remedies which that such parties would have had against the Parent or any Seller or the Owner Company had this Agreement not been consummated.

Assumed Obligations. At Provided that the Closing occurs, except for Seller’s 9-Month Retained Obligations (which Seller shall retain for nine (9) months following Closing), Seller’s Statute of Limitations Retained Obligations (which Seller shall retain for the duration of the applicable statute of limitations), and Seller’s Indefinite Retained Obligations (which Seller shall retain indefinitely following Closing) and Seller’s indemnification obligations hereunder, Buyer shall assumehereby assumes all duties, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness every kind and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or character with respect to the transfer Assets or the ownership or operation of the Purchased Assets Assets, whether attributable to Buyerperiods before, and any recording at or filing fees with respect theretoafter the Effective Time REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OF THE SELLER INDEMNITEES, including those arising out of (a) (collectively, “Seller Taxes”), (ii) any liability the terms of the Seller and/or the Owner in connection with any employee benefitsEasements, (iii) any liability Contracts, Leases, Personal Property or Subject Interests comprising part of the Seller and/or Assets; (b) Gas Imbalances; (c) suspense accounts; (d) the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations condition of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities condition arose before or after the Effective Time; (e) obligations to properly plug and abandon or re-plug or re-abandon or remove or bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets; (f) the Assumed Environmental Obligations; (g) alleged Title Defects that are disclosed deemed to constitute Assumed Obligations under Article IV; (h) the Seller’s 9-Month Retained Obligations to the extent Buyer does not provide Seller with a Claim Notice complying with Section 16.05 on or before the Schedules to day occurring nine (9) months after the Closing; (i) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement. The Seller and the Owner further agree ; (j) all taxes attributable to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption ownership of the Assumed Obligations shall in no way expand Assets for all periods (or portion thereof) ending after the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.Effective Time; and

Assumed Obligations. At the Closing, Buyer the Purchaser shall assume, (i) assume and shall agree to satisfy and discharge as perform all obligations of Seller under the same shall become due, the Seller’s obligations and liabilities first arising subsequent Contracts entered into on or prior to the Closing Date (excluding any other than as set forth on SCHEDULE 1.2(B)) (the "ASSUMED OBLIGATIONS"); and (ii) assume, pay, and discharge the monetary obligations or liabilities that relate related to the period preceding liabilities of Seller set forth in the May Financial Statements (the "POST-CLOSING LIABILITIES") (with Purchaser's assumption of such Post-Closing Liabilities to survive the Closing), includingexcluding, without limitationin each case, obligations or liabilities arising or accruing with respect all Excluded Liabilities, up to any default or breach by an aggregate of Three Million Dollars ($3,000,000) (the Seller "STATED AMOUNT"); provided, that in no event shall the Purchaser be responsible for the Post-Closing Liabilities set forth on SCHEDULE 1.2(A) in excess of the individual amounts set forth thereon. The May Financial Statements shall be delivered not less than one (1) business day prior to the Closing) under such Closing and shall be acceptable to Purchaser. Each of the Contracts assumed hereunder is independently assumed subject to the representations, warranties (including that such Contract is not in default on the Closing Date), covenants and conditions, if any, made herein as are set forth on Schedule 2.2.2 (collectivelyto that Contract. Except as otherwise provided herein, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer Purchaser shall not assume or otherwise be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilitiesotherwise, obligationsincluding, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to to, any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member Seller (a) incident to, arising out of or incurred with respect to, to this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or dischargehereby, (ib) any liability for outstanding checks and other similar obligations (unless related to the Business and Acquired Assets, but subject to the Stated Amount limit), (c) relating to the employee benefit plans, employee policies, employee Contracts, employee programs and/or arrangements of the Seller and/or the Owner for Taxesor any of their Subsidiaries and Affiliates with employees (including, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to, any severance or bonus payments payable to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer employee of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (ivd) any liability pertaining relating to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller Taxes with respect to the Excluded Assets, (vi) any liabilities arising under Acquired Assets or in connection with an Employee Plan, the Business relating to all Pre-Closing Periods and all taxes imposed on the Seller for all periods or (viie) any other liabilities arising prior to the Closing Date otherwise set forth on SCHEDULE 1.2(B) hereto (including, without limitationcollectively, the Seller Note Payable"EXCLUDED LIABILITIES"), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller Parent and the Owner further agree Seller shall be under no obligation to Purchaser (but may be under obligations to third parties) to satisfy and dischargedischarge any obligation of Parent or the Seller that may arise or be asserted against Parent or the Seller under any of the Excluded Liabilities, but agree, jointly and severally, to satisfy and discharge each of the Excluded Liabilities as the same may be asserted against Purchaser to the extent any such Excluded Liability shall become duea Claim that is asserted against Purchaser, all other than Excluded LiabilitiesLiabilities that are disputed in good faith by Seller or Parent. Buyer’s Any dispute between the parties hereto with respect to the obligations of Parent or Seller to Purchaser shall be settled in accordance with Section 11.17 hereof. The Purchaser's assumption of the Assumed Obligations shall in no way create or expand the rights or remedies of third parties against Buyer the Purchaser as compared to the rights and remedies which such parties would have had against the Seller or the Owner Parent had this Agreement not been consummated.

Assumed Obligations. At Buyer hereby covenants and agrees, at the Closing, to execute and deliver to Sellers an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), substantially in the form of Exhibit 2.6 hereto pursuant to which each of the Operating Sellers shall assign to Buyer its rights in the Assumed Contracts, and Buyer shall assumeassume (a) all obligations arising under such Assumed Contracts after the Closing Date, but not as a result of any previous breach, or default thereof or performance thereunder, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and (b) all current liabilities first arising subsequent to the Closing extent reflected in the calculation of the Final Net Working Capital (excluding any obligations or liabilities that relate but only to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such extent of the Contracts as are set forth on Schedule 2.2.2 (collectively, the specific amounts reflected therein)(the “Assumed ObligationsLiabilities”). Except for as expressly provided in the Assumed ObligationsAssignment and Assumption Agreement, Buyer shall not and does not assume any liability or be responsible at obligation of any time for any liabilitynature, obligationknown or unknown, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute fixed or contingent, accrued legal, statutory, contractual or unaccruedotherwise, asserted disclosed or unassertedundisclosed, of Sellers or otherwise relating to or arising from the Assets or the Stations, or otherwise the ownership or operation thereof on or prior to the Closing Date (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, collectively the “Excluded Liabilities”), including but not limited to any liabilitiesall of which shall be retained and discharged by Sellers. Excluded Liabilities include, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or dischargewithout limitation, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, all Environmental Liabilities; (Aii) any and all liabilities for Taxes relating to the Purchased Assets violations of Contracts, or the Assumed Obligations with respect to all periods prior to and including Legal Requirements by Sellers which exist at or as of the Closing Date or which arise after the Closing Date but which are based upon or arise from any act, transaction, circumstance, sale or providing of air time, goods or services, state of facts or other condition which occurred or existed, or the content of any program, advertisement or transmission broadcast or aired, on or before the Closing Date, whether or not then known; (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (Biii) any and all liabilities for Taxes Debt, trade payable or accounts payable of Sellers to the Seller and/or the Owner for any period, and extent not included in Assumed Liabilities; (Civ) any and all Tax obligations or liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited Sellers to any transferof their employees or to any other Person under any collective bargaining agreement, documentaryemployment contract or Employee Plans, salesor for wages, usesalaries, and other Taxes assessed upon compensation or employee benefits, or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees compliance with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other applicable legal requirement requirements relating to healthminimum wages, safetyovertime rates, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether labor or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, employment; (v) any liabilities and obligations litigation arising from or relating to facts or circumstances existing as of the Seller with respect to the Excluded Assets, Closing Date or any conduct of Sellers; (vi) any liabilities in respect of or arising under or in connection with an Employee Plan, or out of any and all Taxes of Sellers; (vii) any liabilities arising in connection with Excluded Assets; and (viii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption Sellers of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedany nature.

Assumed Obligations. At Buyer shall, at the Closing, execute and deliver to Seller Assignment and Assumption Agreements (the “Assignment and Assumption Agreements”), substantially in the forms of Exhibit 2.7(A) and 2.7(B) hereto pursuant to which Seller shall assign to Buyer its rights in the contracts identified therein (the “Assumed Contracts”) and Buyer shall assume, assume all obligations arising under such Assumed Contracts and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to be performed on or after the Closing (Date, excluding payments and expenses accrued prior to Closing and excluding any obligations arising as a result of any previous breach, or liabilities that relate to the period preceding the Closing, including, without limitation, obligations default by Seller (or liabilities arising its affiliates or accruing with respect to any default or breach by the Seller prior to the Closingpredecessors) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”)thereunder. Except for as expressly provided in the Assumed ObligationsAssignment and Assumption Agreements, Buyer shall not and does not assume any liability or be responsible at obligation of Seller of any time for any liabilitynature, obligationknown or unknown, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute fixed or contingent, accrued disclosed or unaccruedundisclosed, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, collectively the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments all of which shall be retained and discharged when due and in the ordinary course of business by Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition . Excluded Liabilities will include without limitation (including any and 1) all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, Environmental Liabilities; (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (Aii) any and all debts, liabilities for Taxes relating to the Purchased Assets and obligations of Seller and any and all violation of Contracts, laws, rules, regulations, codes or the Assumed Obligations with respect to all periods orders by Seller, which exist prior to and including the Closing Date or which arise on or after the Closing Date but which are based upon or arise from any act, transaction, circumstance, sale or providing of air time, goods or services, state of facts or other condition which occurred or existed, or the content of any program, advertisement or transmission broadcasted or aired, before the Closing Date, whether or not then known; (including iii) any Taxes that are trade payable or accounts payable of Seller (except to the liability extent of any proration paid by Seller or credited against the Seller Purchase Price pursuant to Section 5.42.6 hereof), ; (Biv) any and all obligations or liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transferof its employees or to any other Person under any collective bargaining agreement, documentaryemployment contract or Station Benefit Plan, salesor for wages, usesalaries, and bonus payments, other Taxes assessed upon compensation or employee benefits, or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees compliance with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any applicable federal, state or local lawlaws, rule, regulation, ordinance, program, permit, rules or other legal requirement regulations relating to healthminimum wages, safetyovertime rates, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller labor or employment; (whether or not owned by the Seller), (ivv) any liability pertaining litigation arising from or relating to services provided by the facts, circumstances or any conduct of Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, ; (vi) all liabilities in respect of or arising out of any liabilities arising under or and all Taxes of Seller in connection with an Employee Plan, or (vii) any other liabilities arising respect of the Purchased Assets prior to the Closing Date Date; and (includingvii) all liabilities under Excluded Contracts. Except as expressly provided by the Assignment and Assumption Agreements, without limitationBuyer shall not be required to defend any suit or claim arising out of any act, the Seller Note Payable)event, regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared transaction occurring prior to the rights and remedies which such parties would have had against Closing in connection with the Seller ownership or operations of or otherwise relating to the Owner had this Agreement not been consummatedStations or Seller.

Assumed Obligations. At Buyer shall, at the Closing, execute and deliver to Seller an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement"), substantially in the form of Exhibit 2.7 hereto pursuant to which Seller shall assign to Buyer its rights in the Assumed Contracts and Buyer shall assume, and shall agree to satisfy pay, perform and discharge as the same shall become dueall obligations, the Seller’s obligations liabilities and liabilities first commitments of Seller arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such Assumed Contracts, but not obligations, liabilities and commitments arising as a result of the Contracts as are set forth on Schedule 2.2.2 any previous breach or default thereof or inadequate performance or failure to perform thereunder (collectively, the “"Assumed Obligations”Contract Liabilities"). Except for as expressly provided in this Agreement, the Assumed ObligationsAssignment and Assumption Agreement, or as otherwise provided in the LMA, Buyer shall not and does not assume any liability or be responsible at obligation of any time for any liabilitynature, obligationknown or unknown, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute fixed or contingent, accrued legal, statutory, contractual or unaccruedotherwise, asserted disclosed or unassertedundisclosed, of Seller or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts Parent or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to from the Purchased Assets or the Assumed Obligations with respect to all periods Stations or the ownership or operation thereof, in each case prior to and including the Closing Date (including any Taxes that are subject to Buyer's reimbursement obligations under the liability of LMA) (collectively the Seller pursuant to Section 5.4"Excluded Liabilities"), all of which shall be retained and discharged by Seller. Excluded Liabilities will include, without limitation, (Bi) all Environmental Liabilities; (ii) any and all debts, liabilities and obligations of Seller or Parent (not inclusive of Assumed Contract Liabilities), (iii) all liability or obligation for Taxes all breaches of Contracts by Seller or Parent; (iv) all liability or obligation for violations by Seller or Parent of laws, rules, regulations, codes or orders which liabilities or obligations exist as of the Seller and/or Closing or which liabilities or obligations arise after the Owner for Closing but which are (and only to the extent they are) based upon or arise from any periodact, and transaction, circumstance, sale or providing of air time, goods or services, state of facts or other condition which occurred or existed, or the content of any program, advertisement or transmission broadcasted or aired, on or before the Closing, whether or not then known (Cexcluding, however, as to any such liabilities or obligations arising after the Closing, liabilities or obligations to the extent arising from actions taken by the Buyer after Closing); (v) any and all Tax trade payable or accounts payable of Seller or Parent (subject to Buyer's reimbursement obligations under the LMA); (vi) any obligations or liabilities that are incurred of Seller or become payable as a result of the transactions contemplated by this Agreement (including but not limited Parent to any transferof its employees or to any other Person under any collective bargaining agreement, documentaryemployment contract that is not an Assumed Contract, salesor any Company Benefit Plan, useor for wages, and salaries, other Taxes assessed upon compensation or employee benefits, or with respect to the transfer of the Purchased Assets to Buyer, and any recording Seller's or filing fees Parent's compliance with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any applicable federal, state or local lawlaws, rule, regulation, ordinance, program, permit, rules or other legal requirement regulations relating to healthminimum wages, safetyovertime rates, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller labor or employment; (whether or not owned by the Seller), (ivvii) any liability pertaining litigation or claims brought by third parties arising from or relating to services provided by the facts, circumstances or any conduct of Seller or Parent prior to the Closing Date(excluding, however, to the extent arising from actions taken by the Buyer after the Closing); (viii) all liabilities in respect of any and all Taxes of Seller or insurance related matters, (v) any liabilities and obligations Parent in respect of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under Purchased Assets for periods ending on or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, except to the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The extent prorated between Seller and Buyer or otherwise the Owner further agree responsibility of Buyer as provided herein); and (ix) all liabilities under Excluded Contracts. Notwithstanding the foregoing, Seller shall retain no liability relating to satisfy Buyer's actions and dischargeperformance under the LMA including for Contract breaches related thereto and the foregoing shall not be deemed to eliminate, as mitigate or modify in any way any obligations of Buyer to indemnify Seller in accordance with the same shall become due, all Excluded Liabilities. Buyer’s assumption provisions of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedLMA.

Assumed Obligations. At the Closing, the Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, (i) all trade accounts payable and accrued expenses that have been incurred in the Seller’s ordinary course of the Company's business and are reflected on the Financial Statements, (ii) the Company's liabilities and other obligations arising under (x) the Contracts listed on Schedule 3.13, and liabilities first arising subsequent (y) all other Contracts entered into by the Company in the ordinary course of its business (including open purchase orders) and not required to be listed on Schedule 3.13, in each case to the Closing (excluding any obligations or liabilities extent that relate the Company's rights thereunder are effectively transferred to the period preceding the Buyer at Closing, including, without limitation, and (iii) the obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth listed on Schedule 2.2.2 1.01(c) hereto (collectively, collectively the “"Assumed Obligations”"). Except for as expressly set forth in this paragraph (c), the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner MemberCompany, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”)otherwise, including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member Company incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or usesales, income or other Taxes taxes arising out of the transactions contemplated hereby or therebyhereby). The SellerWithout limiting the generality of the foregoing, the Owner Company and the Owner Member Shareholders expressly acknowledge and agree that, except for that the Assumed Obligations, the Seller, the Owner and the Owner Member Company shall retain, as applicable, and that Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (ia) any liability of the Seller and/or the Owner for TaxesCompany in connection with any Plan or Benefit Program or Agreement, including including, without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4)Company under ERISA, (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (iib) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner Company under any federal, state or local law, rule, regulation, ordinance, program, permitPermit, or other legal requirement Legal Requirement relating to health, safety, hazardous substances Hazardous Materials and environmental matters applicable to the Business Company's business and/or the facilities used Used by the Seller Company (whether or not owned by the SellerCompany), (ivc) any product liability pertaining to services provided products sold or manufactured by the Seller Company prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Pland), or (viie) any obligation of the Company to any Person claiming to have a right to acquire any capital stock or other liabilities arising prior to securities of the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this AgreementCompany. The Seller and the Owner Company further agree agrees to satisfy and discharge, discharge as the same shall become due, due all Excluded Liabilities. Buyer’s assumption obligations and liabilities of the Assumed Obligations shall in no way expand Company not specifically assumed by the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedhereunder.

Assumed Obligations. At Provided that the ClosingClosing occurs, Buyer hereby assumes all duties, obligations and liabilities of every kind and character with respect to the Assets or the ownership or operation of the Assets (other than the Retained Obligations), whether attributable to periods before or after the Effective Time, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY OF THE SELLER INDEMNITEES, including those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets; (b) Gas Imbalances; (c) payment of funds held in suspense for the benefit of Third Parties (it being agreed that, notwithstanding anything in this Agreement to the contrary, Buyer shall assumebe solely responsible for the distribution of all suspended funds to Third Parties relating to the Assets to the extent there is a Purchase Price adjustment related to the interest of such Third Party(ies) interest pursuant to Section 12.02(b)(vi)); (d) the condition of the Assets, regardless of whether such condition arose before or after the Effective Time; (e) obligations to properly plug and shall agree abandon or re-plug or re-abandon or remove or bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets; (f) the Assumed Environmental Obligations; (g) alleged Title Defects that are deemed to satisfy and discharge as constitute Assumed Obligations under Article IV; (h) the same shall become dueLosses for which Buyer would be entitled to indemnification under Section 16.04 to the extent (I) Buyer does not provide Seller with a Claim Notice complying with Section 16.07 on or before the date required by Section 16.05, the or (II) such Losses are in excess of any limitations of Seller’s obligations liability under Section 16.05; and liabilities first arising subsequent (i) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement; and (j) any Retained Obligation as to which Seller does not have, or no longer has, an obligation to indemnify Buyer in accordance with the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such terms of the Contracts as are set forth on Schedule 2.2.2 this Agreement (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At the Closing, the Buyer shall assume, and shall agree to satisfy and discharge as the same shall become due, (i) except for obligations to employees for accrued vacation, all trade accounts payable and accrued expenses that have been incurred in the ordinary course of the Business and are reflected on the Seller’s obligations balance sheet dated December 27, 2003 and liabilities first arising subsequent included with the Financial Statements attached as Schedule 3.7(a) (the “Base Balance Sheet”) to the Closing extent not previously discharged other than accrued restructuring costs, accrued property taxes, and long-term equipment leaseback liabilities, (excluding any ii) except for obligations or liabilities to employees for accrued vacation, all trade accounts payable and accrued expenses that relate have been incurred in the ordinary course of the Business since the date of the Base Balance Sheet to the period preceding extent not previously discharged other than accrued restructuring costs, accrued property taxes, and long-term equipment leaseback liabilities, (iii) the Closingliabilities and other obligations (whenever arising) of the Business to be performed from and after the Closing under (x) the Contracts listed on Schedule 3.12, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach and (y) all other Contracts entered into by the Seller prior in the ordinary course of the Business (including open purchase orders) and not required to be listed on Schedule 3.12, in each case to the extent that the Seller’s rights thereunder are effectively transferred to Buyer at Closing, and (iv) under such of the Contracts as are set forth obligations listed on Schedule 2.2.2 1.1(d) (collectively, collectively the “Assumed Obligations”). Except for as expressly set forth in this paragraph (d), the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”)otherwise, including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member Seller incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or usesales, income or other Taxes taxes arising out of the transactions contemplated hereby or therebyhereby). The SellerWithout limiting the generality of the foregoing, the Owner Seller expressly acknowledges and agrees that the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member Seller shall retain, as applicable, and that Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (ia) any liability of the Seller and/or for Taxes (other than Taxes under the Owner for TaxesEquipment Sublease and the Assignment and Assumption of Lease Agreement), including without limitationwhether measured by income or otherwise, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (iib) any liability of the Seller and/or the Owner in connection with any employee benefitsPlan or Benefit Program or Agreement, including, without limitation, any liability of the Seller under ERISA, (iiic) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permitPermit, or other legal requirement Legal Requirement relating to health, safety, hazardous substances Hazardous Materials and environmental matters (collectively, “Environmental Laws”) applicable to the Business and/or the facilities used Used by the Seller (whether or not owned by the Seller), (ivd) any product liability pertaining to services provided products sold or manufactured by the Seller prior to the Closing Date, (e) any obligation or insurance related mattersliability under that certain Purchase Agreement, dated as of March 28, 2001, as amended, by and between K&S and Delco Electronics Corporation (but not including any other agreement referred to therein), (vf) any liabilities and obligations obligation of the Seller with respect to any Affiliate of the Excluded AssetsSeller, (vi) or any liabilities arising under Person claiming to have a right to acquire any membership interest or in connection with an Employee Planother securities of the Seller, or (viig) any other liabilities arising prior obligation to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreementemployees for accrued vacation. The Seller and the Owner further agree agrees to satisfy and discharge, discharge as the same shall become due, due all Excluded Liabilities. Buyer’s assumption obligations and liabilities of the Assumed Obligations shall in no way expand Seller not specifically assumed by the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedhereunder.

Assumed Obligations. At In addition to the payment of the Purchase Price, Buyer shall, as part of the Closing, assume the specific liabilities, obligations, contracts, agreements and purchase orders related to the Business as set forth on Schedule 3.3 (collectively, the "Assumed Obligations"). Notwithstanding any other provisions in this Agreement to the contrary, Buyer shall assume, and shall agree to satisfy and discharge as assume the same shall become due, the Seller’s obligations and liabilities first arising subsequent Assumed Obligations only to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities extent arising or accruing from and after the Closing Date, and Buyer shall have no duty or obligation whatsoever with respect to any default duties or breach by obligations of Seller or any member of Seller arising or accruing before the Seller prior Closing Date (all of which shall be the sole responsibility and liability of Seller). Notwithstanding any other provisions in this Agreement to the Closing) contrary, Seller shall have no duty or obligation whatsoever with respect to any duties or obligations of Buyer arising or accruing under such any Assumed Obligations after the Closing Date (all of which shall be the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”sole responsibility and liability of Buyer). Except for the Assumed Obligations, Buyer shall not assume or be responsible at become obligated or liable with respect to any time for any liability, obligation, Indebtedness obligation or commitment liability of the Seller, including, but not limited to, any liability or obligations of Seller related to any litigation to which Seller is a party. Subject to the Owner or terms and conditions of this Agreement, Buyer and Seller shall execute and deliver on the Owner MemberClosing Date an Assignment and Assumption Agreement in the form of Exhibit E attached hereto and incorporated herein by this reference, whether absolute or contingent(the "Assignment and Assumption Agreement"), accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness pursuant to which Buyer shall assume the Assumed Obligations and commitments, other than Seller shall assign the Assumed Obligations, collectively, the “Excluded Liabilities”), including but . Seller is not limited to any liabilities, obligations, debts in material breach or commitments of the Seller, the Owner or the Owner Member incident to, arising out violation of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner default under any federal, state terms of any Assumed Obligation. On or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, Seller shall obtain the necessary consents or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or approvals required in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption Seller's assignment of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedObligations.

Assumed Obligations. At the Closing, Buyer shall hereby agrees to assume, bear and shall agree to satisfy and discharge as the same shall become dueperform all duties, the Seller’s obligations and liabilities first of every kind and character arising subsequent after the Effective Time, but not otherwise with respect to the Closing (excluding any obligations Assigned Interests and the ownership or liabilities that relate operation thereof, attributable to periods after the period preceding the ClosingEffective Time, including, without limitation, fifty percent (50%) of the obligations assumed by Seller pursuant to the Continental Purchase Agreement and all obligations arising out of (a) the Assigned Interests, (b) ad valorem, property, severance and other similar taxes or liabilities arising assessments based upon or accruing with respect to any default or breach measured by the Seller prior ownership of the Assigned Interests or the production attributable thereto, (c) the condition of the lands and any other property related to the ClosingAssigned Interests, regardless of whether such condition arose before or after the Effective Time, (d) under such obligations to properly plug and abandon or remove all xxxxx, flowlines, gathering lines and other facilities, equipment or other personal property or fixtures related to the Assigned Interests (collectively, the “Abandonment Obligations”), (e) obligations to restore the surface and subsurface of the Contracts as are set forth lands related to the Assigned Interests and obligations to bring such lands and any other property located thereon or related thereto into compliance with applicable Environmental Laws (including, without limitation, conducting any remediation activities that may be required on Schedule 2.2.2 or otherwise in connection with activities on the lands related to the Assigned Interests), (f) the obligations to pay working interests, royalties, overriding royalties and other interest held in suspense, and (g) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment For purposes of the Sellerthis Agreement, the Owner term “Environmental Laws” shall mean all laws, statutes, ordinances, court decisions, rules and regulations of any governmental authority pertaining to health or the Owner Memberenvironment as may be interpreted by applicable court decisions or administrative orders, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note PayableClean Air Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and dischargeFederal Water Pollution Control Act, as amended, the same shall become dueOccupational Safety and Health Act, all Excluded Liabilities. Buyer’s assumption as amended, the Resources Conservation and Recovery Act, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Superfund Amendment and Reauthorization Act of 1986, as amended, the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer Hazardous Materials Transportation Act, as compared to the rights amended, and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedcomparable state and local laws.

Assumed Obligations. At Provided that the ClosingClosing occurs, Buyer hereby assumes all duties, obligations and liabilities of every kind and character with respect to the Assets or the ownership or operation of the Assets (other than the Retained Obligations), whether attributable to periods before or after the Effective Time, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY OF THE SELLERS INDEMNITEES, including those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets; (b) Gas Imbalances; (c) payment of funds held in suspense for the benefit of Third Parties (it being agreed that, notwithstanding anything in this Agreement to the contrary, Buyer shall assume, and shall agree be solely responsible for the distribution of all suspended funds to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent Third Parties relating to the Closing (excluding any obligations or liabilities that relate Assets to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior extent there is a Purchase Price adjustment related to the Closinginterest of such Third Party(ies) under such interest pursuant to Section 12.02(b)(vi)); (d) the condition of the Contracts Assets, regardless of whether such condition arose before or after the Effective Time; (e) obligations to properly plug and abandon or re-plug or re-abandon or remove or bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets; (f) the Assumed Environmental Obligations; (g) alleged Title Defects that are deemed to constitute Assumed Obligations under Article IV; (h) the Losses for which Buyer would be entitled to indemnification under Section 16.04 to the extent (I) Buyer does not provide Sellers with a Claim Notice complying with Section 16.07 on or before the date required by Section 16.05, or (II) such Losses are in excess of any limitations of Sellers’ liability under Section 16.05; and (i) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement; and (j) any Retained Obligation as are set forth on Schedule 2.2.2 to which Sellers do not have, or no longer has, an obligation to indemnify Buyer in accordance with the terms of this Agreement (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At Following the Closing, Buyer shall assumehereby assumes all duties, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing of every kind and character with respect to any default the Assets or breach the ownership or operation of the Assets (other than the Retained Obligations), whether attributable to periods before, at or after the Effective Time, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY OF THE SELLER INDEMNITEES, BUT EXCLUDING SELLER INDEMNITEE’S WILLFUL MISCONDUCT, including those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets; (b) Gas Imbalances; (c) payment of the Suspense Amounts (it being agreed that, notwithstanding anything in this Agreement to the contrary, Buyer shall be solely responsible for the distribution of all Suspense Amounts to Third Parties relating to the Assets and for which there is a Purchase Price adjustment pursuant to Section 10.02); (d) the condition of the Assets, regardless of whether such condition arose before or after the Effective Time; (e) obligations to properly plug and abandon or re-plug or re-abandon or remove or bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets; (f) the Assumed Environmental Obligations; (g) all unpaid ad valorem, property and similar Taxes and assessments based upon or measured by the Seller prior to the Closing) under such ownership of the Contracts Assets; (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement; and (i) any Retained Obligation as are set forth on Schedule 2.2.2 to which Seller does not have, or no longer has, an obligation to indemnify Buyer in accordance with the terms of this Agreement (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.

Assumed Obligations. At the ClosingThe Asset Xxxxxxser hereby assumes and agrees to pay, Buyer shall assumesatisfy, perform and shall agree to satisfy and discharge discharge, as the same shall become due, the Seller’s obligations as of and liabilities first arising subsequent to after the Closing (excluding any obligations or liabilities that relate to the period preceding the ClosingDate, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such all of the Contracts as are ordinary course business obligations of VICBP associated with the Business, including all obligations under existing Contracts, capital leases and operating leases of VICBP specifically set forth on Schedule 2.2.2 SCHEDULE 1.2(A) hereto (collectivelythe "ASSUMED OBLIGATIONS"). The parties acknowledge and agree that the Assumed Obligations shall include fulfilling orders existing as of the date hereof for products, including those for which prepayments have been made by the customer. Except as expressly set forth in this SECTION 1.2 and SCHEDULE 1.2(A), the “Assumed Obligations”). Except for the Assumed Obligations, Buyer Asset Purchaser shall not assume or otherwise be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner MemberVICBP, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilitiesotherwise, obligationsincluding, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to to, any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member VICBP (a) incident to, arising out of or incurred with respect to, to this Agreement and the transactions contemplated hereby or the Other Acquisition (including except that any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable owing as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or Acquired Assets shall be borne equally between VICBP and the Owner in connection with any employee benefitsAsset Purchaser) or (b) which otherwise arise or are asserted or incurred by reason of events, (iii) any liability of the Seller and/or the Owner under any federal, state acts or local law, rule, regulation, ordinance, program, permittransactions occurring, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller operation of VICBP's business prior to the Closing Date, or insurance related matters, (v) any liabilities and obligations of the Seller with respect to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to on the Closing Date (including, without limitation, the Seller Note Payable"EXCLUDED LIABILITIES"), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree VICBP agrees to satisfy and discharge, discharge the Excluded Liabilities as the same shall become due. Any payment, all Excluded Liabilities. Buyer’s assumption of debt or other ordinary course obligation covering periods prior to as well as after the Assumed Obligations Closing Date shall in no way expand be prorated between the rights or remedies of third parties against Buyer as compared such that VICBP shall satisfy and discharge such portion relating to the rights period prior to the Closing Date and remedies which such parties would have had against the Seller or Asset Purchaser shall satisfy and discharge all of those arising from and after the Owner had this Agreement not been consummatedClosing Date.

Assumed Obligations. At the Closing, Buyer Purchaser shall assume, assume and shall agree to satisfy and timely discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are set forth on Schedule 2.2.2 (collectively, the “Assumed Obligations”). Except for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, (v) any following liabilities and obligations of the Seller and the Shareholders (the "Assumed Obligations"): (a) the obligations of Seller under all contracts, agreements, leases and commitments transferred by Seller to Purchaser under this Agreement (i) that are listed and described (or not required to be listed and described) on Schedule 4.8 (as supplemented) or on the updated list of contracts required by Section 10.4, or included in the Assets pursuant to Section 7.2, and (ii) to the extent required to be approved in writing by Purchaser pursuant to the provisions of Article 7, that are so approved; (b) all liabilities described in Section 12.10; (c) assumed Encumbrances, Permitted Encumbrances (to the extent any liabilities or obligations relating thereto have not been retained by Seller or the Shareholders pursuant to this Agreement), expenses to renew or keep in effect Permits, warranty repair costs, costs not covered or reimbursed by PACCAR or Peterbilt in connection with defending product liability litigation; and (d) all liabilities and obligations related to the Assets or Business assumed by Purchaser elsewhere in this Agreement or otherwise in connection with the transactions contemplated hereby; provided that Purchaser specifically does not assume any liabilities of Seller under any contracts or agreements with respect to the Excluded Assets, (vi) any liabilities arising under breaches or in connection with an Employee Plan, alleged breaches of such contracts or (vii) any other liabilities arising prior to agreements by Seller occurring on or before the Closing Date (includingor any injury to Persons or to property of Seller resulting from acts, without limitationevents or omissions occurring on or before the Closing Date. Except as specifically set forth in this Section 3.2, the Purchaser shall not assume, and shall not be treated as having assumed, any liability or obligation of Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedany nature whatsoever.

Assumed Obligations. At Buyer hereby covenants and agrees, at the Closing, to execute and deliver to Sellers an Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”), substantially in the form of Exhibit 2.6 hereto pursuant to which each of the Operating Sellers shall assign to Buyer its rights in the Assumed Contracts, and Buyer shall assumeassume (a) all obligations arising under such Assumed Contracts after the Closing Date, but not as a result of any previous breach, or default thereof or performance thereunder, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and (b) all current liabilities first arising subsequent to the Closing extent reflected in the calculation of the Final Net Working Capital (excluding any obligations or liabilities that relate but only to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such extent of the Contracts as are set forth on Schedule 2.2.2 (collectively, the specific amounts reflected therein)(the “Assumed ObligationsLiabilities”). Except for as expressly provided in the Assumed ObligationsAssignment and Assumption Agreement, Buyer shall not and does not assume any liability or be responsible at obligation of any time for any liabilitynature, obligationknown or unknown, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute fixed or contingent, accrued legal, statutory, contractual or unaccruedotherwise, asserted disclosed or unassertedundisclosed, of Sellers or otherwise relating to or arising from the Assets or the Stations, or otherwise the ownership or operation thereof on or prior to the Closing Date (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, collectively the “Excluded Liabilities”), including but not limited to any liabilitiesall of which shall be retained and discharged by Sellers. Excluded Liabilities include, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or dischargewithout limitation, (i) any liability of the Seller and/or the Owner for Taxes, including without limitation, all Environmental Liabilities; (Aii) any and all liabilities for Taxes relating to the Purchased Assets violations of Contracts, or the Assumed Obligations with respect to all periods prior to and including Legal Requirements by Sellers which exist at or as of the Closing Date or which arise after the Closing Date but which are based upon or arise from any act, transaction, circumstance, sale or providing of air time, goods or services, state of facts or other condition which occurred or existed, or the content of any program, advertisement or transmission broadcast or aired, on or before the Closing Date, whether or not then known; (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (Biii) any and all liabilities for Taxes Debt, trade payable or accounts payable of Sellers to the Seller and/or the Owner for any period, and extent not included in Assumed Liabilities; (Civ) any and all Tax obligations or liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited Sellers to any transferof their employees or to any other Person under any collective bargaining agreement, documentaryemployment contract or Employee Plans, salesor for wages, usesalaries, and other Taxes assessed upon compensation or employee benefits, or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees compliance with respect thereto) (collectively, “Seller Taxes”), (ii) any liability of the Seller and/or the Owner in connection with any employee benefits, (iii) any liability of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other applicable legal requirement requirements relating to healthminimum wages, safetyovertime rates, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether labor or not owned by the Seller), (iv) any liability pertaining to services provided by the Seller prior to the Closing Date, or insurance related matters, employment; (v) any liabilities and obligations litigation arising from or relating to facts or circumstances existing as of the Seller with respect to the Excluded Assets, Closing Date or any conduct of Sellers; (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.in

Assumed Obligations. At Provided that the ClosingClosing occurs and subject to Sellers’ indemnification obligations set forth in Section 16.04, Buyer shall assumehereby assumes all duties, and shall agree to satisfy and discharge as the same shall become due, the Seller’s obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to the period preceding the Closing, including, without limitation, obligations or liabilities arising or accruing of every kind and character with respect to any default the Assets or breach the ownership or operation of the Assets (but only to the extent such duties, obligations and liabilities do not constitute or cease to constitute Retained Obligations), whether attributable to periods before, at or after the Effective Time, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, JOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF SELLERS’ INDEMNITEES, including those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property, Real Property or Subject Interests comprising part of the Assets; (b) Imbalances; (c) suspense accounts set forth in Section 7.20 of the Disclosure Schedule; (d) the condition of the Assets, regardless of whether such condition arose before or after the Effective Time; (e) the Plugging and Abandonment Obligations; (f) the Assumed Environmental Obligations; (g) alleged Title Defects that are deemed to constitute Assumed Obligations under Article IV; (h) the obligations and liabilities described in Section 16.01(a) or Section 16.01(c) to the extent Buyer does not provide the Company Sellers with a Claim Notice complying with Section 16.05 on or before the day occurring nine (9) months after the Closing; (i) all unpaid ad valorem, property, severance, and production Taxes and assessments based upon or measured by the Seller prior ownership of the Assets allocated to Buyer under Section 10.03; (j) the duties, obligations, events, conditions or Liabilities expressly and unequivocally assumed by Buyer under the terms of this Agreement; (k) any Retained Obligation as to which Sellers do not have, or no longer have, an obligation to indemnify Buyer in accordance with the terms of this Agreement; (l) all Liabilities for any permitted operations described on Section 15.01(c) of the Disclosure Schedule to the Closingextent such Liabilities are charged after the Effective Date; (m) under such all obligations, including indemnity obligations, of the Contracts purchasers of the Assets under: (i) the Asset Sale Agreement by and between Chevron U.S.A. Inc., as are set forth on Schedule 2.2.2 Seller, and RNR and Navajo Nation Oil & Gas Company, Inc., as Buyers, dated October 22, 2004, (ii) the Purchase and Sale Agreement between Exxon Mobil Corporation, ExxonMobil Exploration and Producing North America Inc., Mobil Producing Texas & New Mexico Inc. and Mobil Exploration & Producing U.S. Inc. and the Company and Navajo Nation Oil and Gas Company dated March 7, 2006 and effective January 1, 2005, (iii) the Purchase and Sale Agreement by and between Denbury Offshore, LLC and Encore Operating, L.P., as Sellers, and the Company and Navajo Nation Oil & Gas Company, Inc., as Buyers, dated April 9, 2012 and effective January 1, 2012 and (iv) the Purchase and Sale Agreement by and between the Company, as Seller, and Navajo Nation Oil & Gas Company, Inc., as Buyer, dated April 9, 2012 and effective January 1, 2012; and (n) the Navajo Preferential Right, including any exercise or purported exercise thereof (collectively, the “Assumed Obligations”). Except The term “Plugging and Abandonment Obligations” means any and all responsibility and liability for the Assumed Obligations, Buyer shall not assume or be responsible at any time for any liability, obligation, Indebtedness or commitment of the Seller, the Owner or the Owner Member, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident tofollowing, arising out of or incurred with respect torelating to the Assets, this Agreement and whether before, on or after the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby). The Seller, the Owner and the Owner Member expressly acknowledge and agree that, except for the Assumed Obligations, the Seller, the Owner and the Owner Member shall retain, as applicable, and Buyer shall not assume or otherwise be obligated to pay, perform, defend or discharge, Effective Time: (i) any liability the necessary and proper plugging, replugging, abandonment, re-abandonment, or burying of the Seller and/or the Owner for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”), Xxxxx; (ii) any liability the necessary and proper removal, abandonment, re-abandonment, and disposal of all structures, pipelines, gathering lines, flow lines, equipment, operating inventory, abandoned property, trash, refuse, and junk located on or comprising part of the Seller and/or Assets; (iii) the Owner necessary and proper capping and burying of all associated flow lines or gathering lines located on or comprising part of the Assets in connection with any employee benefitsplugging, (iii) any liability replugging, abandonment, re-abandonment, or burying of the Seller and/or the Owner under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used by the Seller (whether or not owned by the Seller), Xxxxx; (iv) any liability pertaining to services provided by the Seller prior to the Closing Dateextent not covered by clause (ii) above, or insurance related mattersthe necessary and proper removal, removal, abandonment, re-abandonment, disposal, and decommissioning of any facilities comprising part of the Assets; and (v) any liabilities the necessary and obligations proper restoration of the Seller with respect surface and subsurface of the Assets (including any required reclamation) to the Excluded Assets, (vi) any liabilities arising under or in connection with an Employee Plan, or (vii) any other liabilities arising prior to the Closing Date (including, without limitation, the Seller Note Payable), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller condition required by applicable Laws and the Owner further agree to satisfy and discharge, as the same shall become due, all Excluded Liabilities. Buyer’s assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummatedContracts.

Assumed Obligations. At On the ClosingClosing Date, Buyer the Purchaser shall assume, and shall agree to satisfy and discharge as the same shall become due, the Seller’s Sellers' liabilities and other obligations and liabilities first arising subsequent to the Closing (excluding any obligations or liabilities that relate to Effective Date under the period preceding Foundation Contracts and the ClosingPhysician Agreements, including, without limitation, obligations or liabilities arising or accruing with respect to any default or breach by the Seller prior to the Closing) under such of the Contracts as are specifically set forth on Schedule 2.2.2 1.2 attached hereto (collectively, the “"Assumed Contracts") to the extent that the Sellers' rights thereunder are effectively transferred to Purchaser at Closing (collectively referred to as the "Assumed Obligations”"). , which assumption shall be evidenced by delivery of an Assignment and Assumption Agreement, in the form and substance attached hereto as Exhibit B. Except for the Assumed Obligations, Buyer the Purchaser shall not assume or be responsible at any time for any liability, obligation, Indebtedness debt or commitment of the Seller, the Owner or the Owner MemberCompanies, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (such liabilities, obligations, Indebtedness and commitments, other than the Assumed Obligations, collectively, the “Excluded Liabilities”), including but not limited to any liabilities, obligations, debts or commitments of the Seller, the Owner or the Owner Member incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby or the Other Acquisition (including any and all sales or use, income or other Taxes arising out of the transactions contemplated hereby or thereby)otherwise. The Seller, the Owner Parent and the Owner Member Sellers expressly acknowledge and agree that, except for that the Assumed Obligations, the Seller, the Owner and the Owner Member Sellers shall retain, as applicable, and Buyer that Purchaser shall not assume or otherwise be obligated to pay, perform, defend or discharge, except for the Assumed Obligations (which shall be assumed by Purchaser as of the Effective Date), any liabilities or obligations of Companies which arise or are asserted by reasons of events, acts (or failures to act) or transactions occurring, or the operation of the Business, prior to the Effective Date (collectively the "Excluded Liabilities"), including, but not limited to, (i) any liability of the Seller and/or the Owner Companies for Taxes, including without limitation, (A) any and all liabilities for Taxes relating to the Purchased Assets whether measured by income or the Assumed Obligations with respect to all periods prior to and including the Closing Date (including any Taxes that are the liability of the Seller pursuant to Section 5.4), (B) any and all liabilities for Taxes of the Seller and/or the Owner for any period, and (C) any and all Tax liabilities that are incurred or become payable as a result of the transactions contemplated by this Agreement (including but not limited to any transfer, documentary, sales, use, and other Taxes assessed upon or with respect to the transfer of the Purchased Assets to Buyer, and any recording or filing fees with respect thereto) (collectively, “Seller Taxes”)otherwise, (ii) any liability to employees or Physicians for medical claims (other than Assumed Obligations arising after the Effective Date) or other insurance-related matters of the Seller and/or the Owner in connection with any employee benefitsSellers' employees, (iii) any liability of the Seller and/or the Owner Companies under any federal, state or local law, rule, regulation, ordinance, program, permit, or other legal requirement Legal Requirement relating to health, safety, hazardous substances and environmental matters applicable to the Business and/or the facilities used Used in connection with the Business by the Seller Sellers (whether or not owned by the SellerSellers), (iv) any liability pertaining to services provided by the Seller prior to the Closing DateMedicare, Medicaid, or insurance related matterscomparable federal or state payor or regulatory agencies, (v) any liabilities and obligations of the Seller liability with respect to the Excluded AssetsBusiness to the extent arising from any accident, occurrence, misconduct, or breach of fiduciary duty, (vi) any liabilities liability or obligation arising under any contract or in connection with an Employee Planagreement (other than the Assumed Contracts subsequent to the Effective Date), or (vii) any liability or obligation incurred in connection with (a) the negotiation, execution or performance of this Agreement and the Related Agreements, including any and all legal, accounting, lenders' and other liabilities professional fees and expenses, or (b) any other effort(s) to sell or dispose of the Assets, (viii) any liability for matters to be disclosed (or required to be disclosed) as litigation matters, or (ix) any liability under the Foundation Contracts or the Physician Agreements (other than Assumed Obligations arising prior to after the Closing Date (including, without limitation, the Seller Note PayableEffective Date), regardless of whether such liabilities are disclosed on the Schedules to this Agreement. The Seller and the Owner Companies further agree to satisfy and discharge, discharge as the same shall become due, due all Excluded Liabilitiesobligations and liabilities of the Sellers under the Foundation Contracts or the Physician Agreements not specifically assumed by the Purchaser. Buyer’s Purchaser's assumption of the Assumed Obligations shall in no way expand the rights or remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against the Seller or the Owner had this Agreement not been consummated.parties