Common use of Assumption of Liabilities Clause in Contracts

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising.

Assumption of Liabilities. On the terms and subject to the conditions set forth herein and in partial consideration of the sale of the Transferred Assets, at the Closing, Buyer shall agree to assume and discharge ------------------------- or perform when due all debtsthe Assumed Liabilities; it being understood that the assumption of an Assumed Liability shall, liabilities and obligations except as otherwise allocated by Buyer in a manner consistent with the like allocations of Seller arising Friendco pursuant to the Friendco Purchase Agreement (provided, that the effect of any such allocation so directed by Buyer that is different than the allocation that would occur in the absence of such direction shall be disregarded for the purposes of making any determination with respect to periods subsequent to (x) the representations, warranties or covenants of Seller herein, (y) the Closing Date under any franchiseAdjustment Amount and (z) the satisfaction of the conditions set forth in Article VI, licensein each case, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that such determination would be different (but in the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval case of the parties granting Closing Adjustment Amount, only to the Additional Agreements to Seller's transfer of extent the Additional Agreements to Buyer, whereupon aggregate Closing Adjustment Amount and the Additional Agreements shall be deemed to be included Closing Adjustment Amount (as defined in the assets to Friendco Purchase Agreement) would be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims"different) arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval such direction), be allocated among each of the parties granting Specified Businesses and the Additional Agreements Friendco Business in the following manner: if such Assumed Liability is (i) Related only to Seller's transfer a single Specified Business and not to the Friendco Business, to such Specified Business, (ii) included in the Group 1 Shared Assets and Liabilities pursuant to Schedule 1.1(h) of the Additional Agreements to Buyer. Anything herein Seller Disclosure Schedule, to the contrary notwithstandingGroup 1 Business, there is hereby excluded from (iii) included in the assumed obligationsGroup 2 Shared Assets and Liabilities pursuant to Schedule 1.1(h) of the Seller Disclosure Schedule, to the Group 2 Business, (iv) solely Related to the Friendco Business or allocated to the Friendco Business pursuant to Schedule 1.1(f) of the Seller Disclosure Schedule (as defined in the Friendco Purchase Agreement), to the Friendco Business and Seller hereby agrees (v) not allocated pursuant to retain and dischargeclause (i), (ii), (iii) or (iv), then to the Friendco Business, to the extent Related to the Friendco Business, to the Group 1 Business, to the extent Related to the Group 1 Business, and to indemnify and hold Buyer harmless from and againstthe Group 2 Business, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior Related to the Closing Date for Group 2 Business (which no reduction of allocations shall be made in each case after giving effect to the Purchase Price has been made allocations to each such Friendco Business and Specified Business pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingDesignated Allocation).

Assumption of Liabilities. On the terms and subject to the conditions set forth herein and in partial consideration of the sale of the Transferred Assets, at the Closing, Buyer shall agree to assume (or, in the case of Assumed Liabilities of the Transferred Joint Venture Entities, acquire the Joint Venture Securities subject to) and discharge ------------------------- or perform (or in the case of Assumed Liabilities of the Transferred Joint Venture Entities, cause such Transferred Joint Venture Entities to discharge and perform) when due all debtsthe Assumed Liabilities; it being understood, liabilities and obligations that the assumption (or retention) of Seller arising an Assumed Liability shall, except as otherwise allocated by Buyer in a manner consistent with the like allocations of Friendco pursuant to the Friendco Purchase Agreement (provided, that the effect of any such allocation so directed by Buyer that is different than the allocation that would occur in the absence of such direction shall be disregarded for the purposes of making any determination with respect to periods subsequent to (x) the representations, warranties or covenants of Seller herein, (y) the Closing Date under any franchiseAdjustment Amount and (z) the satisfaction of the conditions set forth in Article VI, licensein each case, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that such determination would be different (but in the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval case of the parties granting Closing Adjustment Amount, only to the Additional Agreements to Seller's transfer of extent the Additional Agreements to Buyer, whereupon aggregate Closing Adjustment Amount and the Additional Agreements shall be deemed to be included Closing Adjustment Amount (as defined in the assets to Friendco Purchase Agreement) would be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims"different) arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval such direction), be allocated among each of the parties granting Specified Businesses and the Additional Agreements Friendco Business in the following manner: if such Assumed Liability is (a) a Liability of a Transferred Joint Venture Entity, to Seller's transfer the Joint Venture Business applicable to such Transferred Joint Venture Entity or (b) not a Liability of a Transferred Joint Venture Entity and is (i) Related only to a single Specified Business and not to the Friendco Business, to such Specified Business (and, in the case of the Additional Agreements to Buyer. Anything herein Group 1 Business, to the contrary notwithstandingGroup 1 Remainder Business), there is hereby excluded from (ii) included in the assumed obligationsGroup 1 Shared Assets and Liabilities pursuant to Schedule 1.1(f) of the Seller Disclosure Schedule, to the Group 1 Business (and within the Group 1 Business, to the Group 1 Remainder Business), (iii) included in the Group 2 Shared Assets and Liabilities pursuant to Schedule 1.1(f) of the Seller hereby agrees Disclosure Schedule, to retain the Group 2 Business, (iv) solely Related to the Friendco Business or allocated to the Friendco Business pursuant to Schedule 1.1(h) of the Seller Disclosure Schedule (as defined in the Friendco Purchase Agreement), to the Friendco Business and discharge(v) not allocated pursuant to clause (i), (ii), (iii) or (iv), then to the Friendco Business, to the extent Related to the Friendco Business, to the Group 1 Business (and within the Group 1 Business, to the Group 1 Remainder Business), to the extent Related to the Group 1 Business, and to indemnify and hold Buyer harmless from and againstthe Group 2 Business, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior Related to the Closing Date for Group 2 Business (which no reduction of allocations shall be made in each case after giving effect to the Purchase Price has been made allocations to each such Friendco Business and Specified Business pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingDesignated Allocation).

Assumption of Liabilities. Subject to the exceptions and exclusions of this Section 2.6, the Buyer shall agrees that on the Effective Date, it will assume and agree to assume perform and discharge ------------------------- pay when due: (i) all Trade Payables, (ii) all unperformed and unfulfilled obligations under the Contracts set forth on Schedule 2.1(c), for which the Seller is not in default on or prior to the --------------- Effective Date, (iii) all liabilities pertaining to customer deposits, (iv) a prorated portion of all franchise, Los Angeles City, business and related taxes of the Business due with respect to the 1997 calendar year (the "1997 Operational Taxes") and (v) any and all debts, liabilities and obligations relating to the Business as conducted on and after the Closing Date (collectively, the "Assumed Liabilities"). Except as otherwise specifically provided herein, the Assumed Liabilities shall not include any other debts, liabilities or obligations, whether accrued, absolute, contingent or otherwise, in contract or in tort, of the Seller arising with respect or the Business, or relating to periods subsequent the Assets such as and including but not limited to (i) accrued income taxes, (ii) deferred income taxes, (iii) a pro rated portion of the 1997 Operational Taxes, (iv) any taxes imposed on the Seller because of the operations of any of their respective businesses or sale of the Business, (v) any of the liabilities or expenses of the Seller incurred in negotiating and carrying out its obligations under this Agreement, (vi) any obligations of the Seller owed to each Employee prior to the Closing Date under employee benefits agreements, (vii) any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including obligations incurred by the Closing Date, to assume and discharge all obligations of Seller to before the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be Effective Date except as otherwise specifically assumed by Buyer hereunder. Buyer hereby agrees pursuant to indemnify and to hold harmless from and against this Section 2.6, (viii) any and all damagesliabilities or obligations incurred by the Seller in violation of, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstandingviolation of, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereofthis Agreement, (bix) out liabilities arising from sales of any debt, liability products or obligation arising under services before the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to BuyerEffective Date, and (cx) liabilities, costs, and expenses associated with the litigation described in Schedule 3.9 hereto (all of the foregoing being ------------ hereinafter collectively referred to as the "Retained Liabilities"). Subject to Sections 7.1(E), 7.2 and 9.11 hereof, Buyer shall be permitted to recover for any debtdamages caused by breaches of representations, liability or obligation of warranties, covenants and agreements by Seller not expressly assumed hereunder, whenever arisingrelating to the Assumed Liabilities.

Assumption of Liabilities. Notwithstanding anything to the contrary contained in this Agreement or any Company Transaction Document, and regardless of whether such liability is disclosed in this Agreement, in any of the Transaction Documents, on any Schedule hereto or thereto or otherwise, and regardless of the Buyer’s or any of its directors’, officers’, employees’ or agents’ knowledge or awareness of any liability, whether learned in connection with the Buyer’s due diligence investigation of the Development Work or otherwise, the Buyer shall will not assume, agree to assume and pay, perform or discharge ------------------------- all debtsor in any way be responsible for any debts (including interest and/or penalties thereon), liabilities and or obligations of Seller arising the Company or in connection with respect to periods subsequent to the Development Work of any kind or nature whatsoever, whether fixed or unfixed, known or unknown, absolute or contingent, asserted or unasserted, xxxxxx or inchoate, liquidated or unliquidated, or secured or unsecured (the “Excluded Liabilities”), except that the Buyer will assume at the Closing Date the following obligations: (i) all obligations of the Company under the Assumed Contracts, and (ii) the obligations set forth on Schedule 1.2(ii) (collectively, the “Assumed Liabilities”); provided however, that any franchiseliability or obligation relating to or arising from any breach, licenseor event, permitcircumstance or condition that with notice, leaselapse of time or both would constitute or result in a breach, instrument by the Company on or agreement transferred to Buyer hereunder and, with respect to periods prior to and including before the Closing Date, of any of its obligations under an Assumed Contract shall be an Excluded Liability. Without limiting the generality of the foregoing, the Buyer is not assuming or agreeing to assume pay, perform or discharge or in any way be responsible for, any Excluded Liabilities, which shall include (i) all Indebtedness (which, for the avoidance of doubt, shall include all notes and discharge interest payable to the Company’s shareholders), (ii) all Company Taxes, (iii) all obligations and liabilities related to employee compensation (which for the avoidance of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(bdoubt shall include payroll and accrued vacation expenses) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval and employee benefit plans or obligations of the parties granting Company (which, for the Additional Agreements to Seller's transfer avoidance of the Additional Agreements to Buyerdoubt, whereupon the Additional Agreements shall be deemed to be included include severance, non-compete payments, benefits, deferred compensation, continuation coverage required under COBRA for each individual who is or becomes an “M & A Qualified Beneficiary” (as such term is defined in the assets to be assumed by Buyer hereunderTreas. Buyer hereby agrees to indemnify Reg. §54.4980B-9 and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims"workers’ compensation claims) arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions the consummation of the transactions contemplated by this Agreement), (iv) all obligations and liabilities arising on or before the Closing Date, (v) all liabilities and obligations relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) or arising out of any debt, liability or obligation arising with respect to periods prior transaction contemplated by this Agreement and (vi) any other liabilities owed to the Closing Date for which no reduction stockholders of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingCompany.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations Effective as of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to Assignee will assume and discharge all obligations agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of Seller each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the Purchase Price is reduced pursuant to Paragraph 4(bactions of Assignee (or any of Assignee's affiliates, representatives or agents) hereof; providedafter the Closing Date (collectively, however, that Buyer the "Assumed Liabilities"). Assignee shall not assume assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the -------- ------- Additional Agreements until Seller has obtained Assumed Liabilities (whether or not related to the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to BuyerAssets or Business) (collectively, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable ClaimsExcluded Liabilities") arising by reason of the ownership), operation or control of the System after Closing Date; provided, -------- however, that Buyer and shall not indemnify and hold harmless Seller from be obligated for any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions other claim, loss or liability relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein act, omission or breach by any Assignor with respect to the contrary notwithstandingBusiness, there is hereby excluded from the assumed obligationsAssets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and Seller hereby agrees to retain and discharge, discharge and to indemnify and hold Buyer Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from and against, any and all Indemnifiable Claims the matters described in the Prospectus under the caption "Legal Proceedings" shall be Excluded Liabilities except to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingas provided on Schedule 1.03.

Assumption of Liabilities. Buyer At the Closing, Purchaser shall assume and agree to assume perform and discharge ------------------------- as of the Closing the following Liabilities of each Seller to the extent not previously performed or discharged, and no others: (i) all debtsLiabilities of each Seller which are to be performed from and after the Closing under the Assumed Contracts, liabilities and obligations of Seller arising with respect but only to the extent such Liabilities relate to periods subsequent or goods or services provided to the Closing Date under any franchise, license, permit, lease, instrument Purchaser on or agreement transferred to Buyer hereunder and, with respect to periods prior to and including after the Closing Date, to assume and discharge all obligations of Seller to the extent provided that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer Purchaser shall not assume any Liabilities arising out of any breach by either Seller of any provision of any Assumed Contract, (ii) all Liabilities of each Seller entered into during the -------- ------- Additional Agreements until period from the date hereof to the Closing by such Seller has obtained that were identified by such Seller in writing as Assumed Liabilities and consented to in writing by Purchaser, (iii) all Liabilities in connection with the approval Deposits and (iv) accrued property Taxes relating to the Purchased Assets for the period prior to the Closing (such items (i) through (iv) are collectively referred to herein as the "ASSUMED LIABILITIES"). The Assumed Liabilities shall specifically exclude all other Liabilities of any Seller or the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses Seller Business (the "Indemnifiable ClaimsEXCLUDED LIABILITIES"), including (x) all Liabilities in connection with, resulting from, or arising by reason of out of, directly or indirectly, the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Purchased Assets or Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods Business prior to the Closing Date for which no reduction of Date, other than the Purchase Price has been made pursuant to Paragraph 4(bAssumed Liabilities, and (y) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions all Liabilities relating to any period before Seller has obtained System Employee Benefit Plan. For purposes of clarity, the approval parties hereby acknowledge that neither the Assumed Liabilities nor the Excluded Liabilities will include any Liabilities in connection with, resulting from, or arising out of, directly or indirectly, Purchaser's ownership, operation, or control of the parties granting Purchased Assets or the Additional Agreements to Seller's transfer Seller Business from and after the Closing Date, and that such Liabilities will be the responsibility of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingPurchaser.

Assumption of Liabilities. Buyer Effective as of the Second Closing, the Seller shall agree to not have any liability or obligation with respect to, and Purchaser shall assume and thereafter pay, perform and discharge ------------------------- all debtswhen due, liabilities and obligations of Seller arising with respect to periods subsequent without recourse to the Closing Date Seller, the Liabilities arising under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to the Purchased Contracts and the Assumed Boulder Leases (including the Closing Datereplacement of any security deposit, line of credit or other surety held by the landlord(s) under the Assumed Boulder Leases to assume and discharge all obligations ensure performance of Seller the Assumed Boulder Leases) solely to the extent that such obligations require performance after the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedSecond Closing (which, howeverfor the avoidance of doubt, that Buyer shall not assume include any obligations and Liabilities arising out of or relating to a breach by the -------- ------- Additional Agreements until Seller has obtained or its Subsidiaries that occurred prior to the approval of Second Closing Date and any Liabilities which are Retained Liabilities, collectively, the parties granting “Assumed Liabilities”). Parent shall cause Purchaser to, and Purchaser shall, pay, perform and discharge when due, without recourse to the Additional Agreements Seller, all Assumed Liabilities related to Seller's transfer of the Additional Agreements to BuyerPurchased Assets which arise after the Second Closing Date. Parent and Purchaser shall indemnify, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify defend and to hold harmless the Seller, its Affiliates, and their respective officers, directors, employees, successors and assigns from and against any and all claims, losses, liabilities, damages, costsdeficiencies, claims interest and penalties, Taxes, costs and expenses, including losses resulting from the defense, settlement and/or compromise of a claim and/or demand and/or assessment, reasonable attorneys’, accountants’ and expert witnesses’ fees, costs and expenses of investigation hereafter (the "Indemnifiable Claims") individually a “Loss” and collectively “Losses”), arising by reason of the ownership, operation in connection with or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingAssumed Liabilities.

Assumption of Liabilities. Buyer shall agree assumes and agrees to assume pay, perform and discharge ------------------------- all debts, any liabilities and obligations of Seller arising after the Closing (as defined herein) under the Purchased Assets (including the Assigned Contracts and/or Purchased IP, but only (a) to the extent provided in (i) that [***], and (ii) the Assignment and Assumption Agreement referenced in Section 2.02(a)(ii) with respect to periods subsequent to the Closing Date under any franchiseall Assigned Contracts, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller (b) to the extent that such liabilities and obligations do not relate to any breach, default or violation by the Purchase Price is reduced pursuant Company on or prior to Paragraph 4(bthe Closing) hereof; provided(collectively, howeverthe “Assumed Liabilities”). Other than the Assumed Liabilities, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval any liabilities or obligations of the parties granting Company of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created (such liabilities, the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder“Retained Liabilities”). Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein Notwithstanding anything to the contrary notwithstandingherein, there is hereby excluded for the avoidance of doubt, any liabilities or obligations of the Company to [***]resulting from any pre-Closing breach or non-fulfillment of any covenant, agreement or obligation by the assumed obligationsCompany, and Seller hereby agrees to retain and discharge, and any obligation or liability of the Company to indemnify and hold Buyer harmless from and against[***]with respect to any liability that arose or matter that occurred prior to Closing, any and all Indemnifiable Claims under the [***], shall constitute (a) “Assumed Liabilities” to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior related to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, Non-Liver Business and (b) out of any debt“Retained Liabilities,” to the extent not related to the Non-Liver Business. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to BuyerMARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingAS AMENDED.

Assumption of Liabilities. Buyer Upon and subject to the terms and conditions of this Agreement, at the Closing, Purchaser shall assume and agree to assume pay, perform and discharge ------------------------- all debtswhen due the Assumed Liabilities. Except for the Assumed Liabilities, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under Purchaser is not assuming any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller (the “Excluded Liabilities”), whether known or unknown, fixed or contingent, and regardless of when such liabilities or obligations may arise or may have arisen or when asserted, and Seller shall remain responsible for the Excluded Liabilities. The Excluded Liabilities shall include all Liabilities of Seller that are not expressly assumed hereunderAssumed Liabilities, whenever arisingincluding, without limitation: (i) all warranty and support obligations for Products sold by Seller prior to the Closing, or that may arise after the Closing with respect to completed Inventory included in the Acquired Assets and sold by Purchaser within 90 days after the Closing; (ii) any Employee Excluded Liabilities; (iii) claims for employment discrimination or wrongful termination of employment by Seller; (iv) property, real estate, employment or other taxes or governmental liabilities, including penalties and interest of Seller prior to Closing; (v) claims for death, personal injury, property damage or consequential, punitive, or other damages relating to or arising out of any business conducted by the Seller; (vi) the violation or alleged violation by Seller of any law, including but not limited to laws relating to civil rights, health, safety, labor, discrimination, and protection of the environment; (vii) claims of the Seller’s creditors against Seller; (viii) Seller’s Retained Environmental Liabilities; and (ix) any liability or obligation of Seller for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby and all liabilities, including Taxes, arising from or related to Seller’s operations or ownership of the Transferred Technology and the Acquired Assets through the Closing Date, including Seller’s portion of any Straddle Period Taxes (as defined below).

Assumption of Liabilities. On and subject to the terms and conditions of this Agreement, Buyer shall agree to assume and discharge ------------------------- become responsible for all debtsof the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any Liabilities of Sellers not expressly included within the definition of Assumed Liabilities, including: (i) Taxes related to the Business for all Tax Periods prior to and following Closing, and related to the Purchased Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (ii) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (iii) liabilities to the extent relating to the Excluded Assets; (iv) liabilities and obligations of Seller arising with respect Sellers under this Agreement; (v) all intercompany obligations, liabilities and Indebtedness, including any note Indebtedness, owed by Sellers to periods subsequent any Affiliates of Sellers; (vii) any Employee Obligations to any Employee (past, present or future) of the Sellers; (viii) any Employee Claim; and (ix) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the “Excluded Liabilities”). Buyer’s assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to rights and including remedies which such parties would have had against Sellers had this Agreement not been consummated. From and after the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyerpay, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain perform and discharge, as and when due or as may otherwise be agreed between Buyer and the obligee, all of the Assumed Liabilities. The “Assumed Liabilities” are specifically limited only to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims post-Closing Liabilities relating to the extent they arise Purchased Assets only (a) out of and expressly excludes any debtLiabilities relating to the Purchased Assets that arose, liability that accrued, or obligation arising with respect to periods that were incurred prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(bClosing) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions and all Liabilities relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements amounts required to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingbe paid by Buyer under this Agreement.

Assumption of Liabilities. Buyer shall agree to assume and ------------------------- discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims damages, costs, claims and expenses to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising.

Assumption of Liabilities. Buyer Upon the sale and purchase of the Contributed Assets, FRS shall assume and agree to assume and pay or discharge ------------------------- all debts, when due the liabilities and obligations of Seller arising with respect Clintec which are to periods subsequent to be performed after the Closing Date (as defined in Section 1.6 below) as are described on Schedule 1.2. Such liabilities to be assumed by FRS under this Agreement are hereinafter sometimes referred to as the "Assumed Liabilities." Except as otherwise specifically provided in this Section 1.2, (a) FRS shall not assume or be liable for any franchiseobligation or liability of Clintec, licenseof any kind or nature, permitknown, leaseunknown, instrument contingent or agreement transferred otherwise, including without limitation: (i) any liability of Clintec incurred in connection with this Agreement and the transactions provided for herein, including brokerage, accounting and counsel fees, transfer and other taxes, and expenses pertaining to Buyer hereunder andthe performance by Clintec of its obligations hereunder, with respect (ii) any liability or obligation of Clintec arising out of any contract or agreement, (iii) any liability or obligation arising out of or relating to periods the clinical development or testing of the Compounds or the Other Compounds on or prior to and Closing, (iv) any obligations to Clintec's employees, including without limitation, any pension, retirement, or profit-sharing plan or trust, (v) any litigation, proceeding, claim by any person or entity or other obligation of Clintec arising out of the conduct of Clintec's business or its use of the Compounds or other Contributed Assets prior to the Closing Date, whether or not such litigation, proceeding, claim or obligation is pending, threatened, or asserted before, on, or after the Closing Date, (vi) Taxes (as defined in Section 1.8) whether relating to assume periods before or after the Closing Date, and discharge all (vii) any obligations of Seller under any law, including but not limited to the extent that the Purchase Price is reduced pursuant to Paragraph 4(bantitrust, civil rights, health, safety, labor, discrimination and environmental laws; and (b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements Clintec shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligationssolely responsible for, and Seller hereby agrees to retain and shall discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to liabilities and obligations of Clintec not included within the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction Assumed Liabilities. The assumption of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out Assumed Liabilities by FRS hereunder shall be treated as independent of its existing business and shall not enlarge any debt, liability rights of third parties under contracts or obligation arising under the Additional Agreements arising as a result of actions relating to arrangements with FRS or Clintec. Nothing herein shall prevent FRS from contesting in good faith any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingAssumed Liabilities.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations Effective as of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to the Assignee will assume and discharge all obligations agree to pay, perform and discharge, as and when due, and indemnify and hold the Assignor harmless from and against, (i) each liability listed in Schedule 1.3 being liabilities relating to the Business (ii) each obligation of Seller the Assignor to be performed after the Closing Date with respect to the Transferred Assets and the Assigned Contracts and (iii) each other liability of the Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the Purchase Price is reduced pursuant to Paragraph 4(bactions of the Assignee (or any of the Assignee's affiliates (other than the Assignor), representatives or agents) hereof; providedafter the Closing Date (collectively, however, that Buyer the "Assumed Liabilities"). The Assignee shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of the parties granting Assignor other than the Additional Agreements Assumed Liabilities (whether or not related to Seller's transfer of the Additional Agreements to BuyerTransferred Assets or Business) (collectively, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable ClaimsExcluded Liabilities") arising by reason of the ownership), operation or control of the System after Closing Date; provided, -------- however, that Buyer and shall not indemnify and hold harmless Seller from be obligated for any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions other claim, loss or liability relating to any period before Seller has obtained act, omission or breach by the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein Assignor with respect to the contrary notwithstandingBusiness, there is hereby excluded from the assumed obligationsTransferred Assets or the Assigned Contracts, for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignor shall remain obligated to pay, perform and Seller hereby agrees to retain and discharge, discharge and to indemnify and hold Buyer the Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from and againstthe matters described in the prospectus attached hereto (the "Prospectus") under the caption "Legal Proceedings", any and all Indemnifiable Claims shall be Excluded Liabilities except to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingas provided in Schedule 1.3.

Assumption of Liabilities. Buyer Purchaser does not and shall not assume or agree to assume assume, and discharge ------------------------- all debtsshall not acquire or take over, liabilities the Liabilities and obligations of Seller of any nature, direct, contingent or otherwise, except for the obligations which arise out of the ownership of the Properties by Purchaser (but only to the extent such Liabilities and obligations first arise or accrue after the Closing Date) and the obligations of Seller under the Third Party Leases which first arise or accrue from and after the Closing Date (the “Assumed Liabilities”). Except as set forth in the preceding sentence, and except as otherwise provided herein or in the Stock Purchase Agreement, Purchaser shall not, directly or indirectly, assume any Liabilities, obligations, or responsibilities of Seller of any nature whatsoever (the “Retained Liabilities”), whether liquidated or unliquidated, known or unknown, actual or inchoate, accrued, contingent or otherwise, and whether arising from facts existing or events occurring prior to, on or after the Closing Date. Without limiting the generality of the foregoing, it is expressly agreed that Purchaser shall have no Liability to, for, or in respect of (i) any obligation or Liability of Seller to any present or former customer or supplier of Seller, (ii) any obligation or Liability of Seller with respect to periods subsequent to claims on account of personal injury arising out of any injury sustained by any Person at any of the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods Properties prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b(iii) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation Liability or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions obligation relating to any period before Seller has obtained the approval of the parties granting matters disclosed or required to be disclosed on the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstandingSchedules hereto including, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and againstwithout limitation, any Liability, obligation or related expense arising out of, pursuant to or in connection with the matters set forth on Schedule 5.4 and all Indemnifiable Claims to the extent they arise (a) out any claim, action, suit, litigation or administrative, arbitration or other proceeding or governmental investigation involving Seller or any employee of Seller or regardless of whether any debtsuch claim, liability action, suit, litigation, arbitration, proceeding or obligation arising with respect to periods investigation is made, brought or commenced prior to or after the Closing Date, (iv) any obligation or Liability of Seller which is incurred or arises after the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, constitute Assumed Liabilities and (cv) any debt, liability or obligation of Seller not expressly assumed hereunderfor state, whenever arisinglocal, foreign or federal Taxes including, without limitation, any obligation for franchise, unitary business, capital stock or income Taxes (subject to Section 4.6 hereof).

Assumption of Liabilities. On the terms and subject to the conditions of this Agreement, on the Closing Date, Buyer shall, or shall agree to cause one or more of its affiliates to, assume and pay, perform and discharge ------------------------- when due, without duplication, (i) the Existing Debt (as in effect on the Closing Date), including any prepayment obligations, (ii) any and all debts, liabilities and obligations of Seller arising out of or related to the Litigation (whether before, on or after the Closing Date), (iii) any Real Estate Taxes (whether due or to become due), (iv) any and all liabilities and obligations for which Buyer is responsible pursuant to Section 11, (v) any and all liabilities and obligations of Seller arising out of or related to the Permits, Contracts and Leases (in each case, whether before, on or after the Closing Date), (vi) any and all liabilities and obligations (including unpaid transaction costs) relating to any of the Total Assets sold, transferred or otherwise disposed of pursuant to a Pending Transaction, (vii) any and all liabilities and obligations of Seller (as of the Closing Date) referred to in the Combining Trial Balance under the column heading "Real Estate Assets & Liabilities", (viii) any and all liabilities and obligations of Seller pursuant to Section 11 of the Subscription Agreement, (ix) any and all liabilities and obligations of Seller arising out of or related to the Distribution Agreement (excluding all of the Ancillary Agreements, as defined in the Distribution Agreement), but only to the extent same arises out of or relates to the Real Estate Assets and/or the Other Real Estate Assets which were previously conveyed to Seller pursuant to the Distribution Agreement but in any event excluding (A) any and all liabilities and obligations of Seller arising out of or related to the Florida Progress Business and the Echelon Business (as said terms defined in the Distribution Agreement), except for the assumption of liabilities and obligations by Buyer pursuant to the preceding provisions of this subclause (ix), (B) any and all liabilities and obligations of Seller arising out of or related to permits, contracts or leases which do not constitute Permits, Contracts or Leases hereunder and (C) any and all liabilities and obligations with respect to periods subsequent employee agreements and employee matters, except to the Closing Date under extent Buyer is responsible therefor pursuant to Section 11 and (x) any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume all other liabilities and discharge all obligations of Seller arising out of or relating primarily to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval any of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against Total Assets (including any and all damages, costs, claims liabilities and expenses (the "Indemnifiable Claims") obligations of Seller arising by reason out of the ownership, operation or control possession, construction, use, access, leasing, maintenance, management, replacement, renewal, repair, operation, enjoyment, alterations, modifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof and thereto but excluding any and all liabilities and obligations of Seller which are expressly not assumed by Buyer pursuant to preceding subclause (ix)) (collectively, the System after Closing Date"Assumed Liabilities"); provided, -------- however, that Buyer the Assumed Liabilities shall not indemnify and hold harmless Seller from include any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained (i) the approval Excluded Liabilities, all of the parties granting the Additional Agreements to which shall be retained by Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (cii) any debtthe Other Assumed Liabilities, liability or obligation all of Seller not expressly which shall be assumed hereunder, whenever arisingby the Other Buyer.

Assumption of Liabilities. Buyer Purchaser shall agree to assume only those liabilities specifically described on Schedule 1.2 (the "Assumed Liabilities"). Except for the Assumed Liabilities specifically described in the immediately preceding sentence, Purchaser has not assumed or undertaken, and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument is not assuming or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Dateundertaking, to assume discharge or perform, any obligation or liability of Seller, all of which obligations and discharge all obligations liabilities Seller and OTC hereby undertake to fully discharge, pay and/or satisfy as and when the same may become due. Without limiting the generality of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedforegoing, however, that Buyer Purchaser shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damageshave assumed, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer nor shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and againstPurchaser assume, any and all Indemnifiable Claims to the extent they arise (a) liability based upon or arising out of any debt, tortious or wrongful actions of Seller or any liability or obligation arising with respect to periods prior to for the Closing Date for which no reduction payment of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (ci) any debt, liability or obligation of Seller not expressly assumed hereunderarising out of or in connection with the negotiation and preparation of this Agreement and the consummation and the performance of the transactions contemplated hereby including, whenever without limitation, any tax liability so arising; (ii) any liability or obligation of Seller for any foreign, federal, state, county or local taxes, or any interest or penalties thereon, accrued for, applicable to or arising from any period ending on or prior to the date of Closing other than the Mexican Value Added Tax (the "VAT") on the assets of Seller located at the facility in Reynosa, Tamaulipas, Mexico, which will be shared in accordance with Section 8.2 hereof; (iii) any salary, wage, benefit, bonus, vacation pay, sick leave, insurance, employment tax or similar liability of Seller to any employee, officer, director or other person or entity allocable to services performed on or prior to the date hereof; or (iv) any contributions to any pension, employee benefit or profit sharing plan of Seller, ODM or OTC for the benefit of any of Seller's employees, officers or directors.

Assumption of Liabilities. Buyer (a) On the terms and subject to the conditions set forth herein, at the Closing, the Purchaser shall agree assume the following obligations and liabilities of the Seller (the “Assumed Liabilities”): (i) all Liabilities arising on or after the Closing under the Transferred Contracts (but excluding any Liability for any breach arising in whole or in part on or prior to assume and discharge ------------------------- the Closing Date); (ii) all debts, liabilities and obligations of Seller arising Liabilities with respect to periods subsequent Taxes arising out of or related to the operation of the Business or the Transferred Assets after the Closing Date; (iii) all Liabilities with respect to Open Incoming POs entered into (A) on or before the date hereof or (B) otherwise in compliance with this Agreement (but not including any Liability for any breach arising in whole or in part on or prior to the Closing Date under Date); (iv) all Liabilities with respect to Open Outgoing POs entered into (A) on or before the date hereof or (B) otherwise in compliance with this Agreement (but not including any franchiseLiability for any breach arising in whole or in part on or prior to the Closing Date); (v) all Liabilities for product warranty claims and product liability claims with respect to Seller Products manufactured and sold after the Closing Date; and (vi) all Liabilities to the extent arising out of, licenserelating to or in connection with the ownership or operation of the Business or the Transferred Assets after the Closing Date. For the avoidance of doubt, permitAssumed Liabilities shall not include (x) any Liabilities, leaseincluding Liabilities for refunds, instrument rebates, rights of return or agreement transferred to Buyer hereunder andsimilar obligations, with respect to periods any Seller Products sold prior to the Closing Date; (y) any Liabilities of Seller as an employer related to the employee rights, compensation and benefits arising up to and including the Closing Date, to assume ; and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b(z) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation Liabilities for Intellectual Property infringements or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising unpaid royalty payments with respect to periods activities conducted by Seller prior to the Closing Date for which no reduction of Date, including any Seller Products sold prior to the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingClosing Date.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including On the Closing Date, to the Med PA shall assume those unpaid debts, bills and discharge all obligations of Seller to the extent Sellers arising from or out of the Acquisitions, or from the PainCare Sub #9 arising in the ordinary course of business of its business, which is consistent with past practices that exist as of or arise after the Purchase Price is reduced Closing Date, as more fully described in the Consolidated Financial Statements, dated as of April 30, 2007, attached hereto as EXHIBIT “E” (collectively the “Assumed Liabilities”) and assume the obligations, liabilities, duties and responsibilities, including any liability for payments arising on and after the Closing Date, under and pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damagesagreements, costsif any, claims and expenses to which the Sellers are a party with respect to the operation or management of the PainCare Sub #9 (the "Indemnifiable Claims"“Assumed Contracts”) arising by reason and such other leases, subleases, assumption of leases and similar arrangements of the ownership, operation or control of PainCare Sub #9 related to real property utilized in its operations. Buyers shall assume the System after Closing Date; provided, -------- however, that Buyer shall not indemnify Assumed Liabilities and hold harmless Seller the Assumed Contracts and hereby release the Sellers from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims continuing and further obligations or liabilities related to or arising from (i) the extent they arise Assumed Liabilities or (aii) the Assumed Contracts which accrue or become due on or after the Closing Date. On the Closing Date, the Parties shall execute and deliver (i) a General Assumption of Liabilities Agreement in the form attached hereto as EXHIBIT “F”, evidencing the Med PA’s assumption of the Assumed Liabilities, and (ii) an Assignment and Assumption of Contracts Agreement, if necessary, in the form attached as EXHIBIT “G”, evidencing the Med PA’s assumption of all of the Assumed Contracts, if any. The Med PA hereby further agrees that it will execute any further documents, assignments or assurances in law or do any other thing that is reasonably necessary, desirable or proper in order for any third party to fully release the Sellers from any further continuing liabilities or obligations in connection with the Assumed Liabilities or Assumed Contracts. Additionally, the Med PA agrees to assume all obligations, liabilities, duties and responsibilities arising out of any debtinvestigations, liability audits, demands, claims, damages, fines, or obligation penalties incurred by the PainCare Sub #9 arising with respect to periods prior to any actions taken against the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of PainCare Sub #9 and/or is predecessors or successors in interest by any debt, liability government funded health care benefit program or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability commercial or obligation of Seller not expressly assumed hereunder, whenever arisingprivate third party payor.

Assumption of Liabilities. Designated Subsidiary hereby assumes, and Buyer shall agree cause Designated Subsidiary to assume and pay or discharge ------------------------- when due, all debts, obligations, and liabilities and obligations of Seller arising with respect to periods subsequent to reflected and accrued on the Closing Date under any franchiseBase Balance Sheet or incurred and accrued after the date of the Base Balance Sheet in the ordinary course of business and all other debts, licenseobligations, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations liabilities of Seller to specifically listed in the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereofSeller's Disclosure Schedule described in Section 3.1; provided, however, that Designated Subsidiary does not assume, and Buyer shall not assume have no obligation to cause Designated Subsidiary to pay or discharge when due, any debts, obligations, or liabilities of Seller (a) that are in existence on the -------- ------- Additional Agreements until Seller has obtained the approval date of the parties granting Base Balance Sheet and do not appear thereon or in the Additional Agreements to Seller's transfer Disclosure Schedule, (b) that arise under agreements and commitments that have not been assigned to Designated Subsidiary pursuant to this Agreement, (c) the existence of the Additional Agreements to Buyerwhich would conflict with or constitute a breach of any representation, whereupon the Additional Agreements shall be deemed to be included warranty, covenant, or agreement made by Seller in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damagesthis Agreement, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims except to the extent they disclosed in the Seller's Disclosure Schedule, (d) that arise (a) out of in connection with lawsuits, which are not reflected in the Base Balance Sheet or as described in Seller's Disclosure Schedule, brought against Seller based on any debt, liability circumstances that occurred on or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereofDate, (be) out that arise by reason of or for any debtdefault, liability breach, or obligation arising penalty of or by Seller under any agreement or commitment, which are not reflected in the Additional Agreements arising Base Balance Sheet or as a result of actions relating described in the Seller's Disclosure Schedule, (f) that related to any period before federal, state, or local income, sales, personal property, transfer, or other taxes, if any, which may be imposed on Seller has obtained in connection with the approval transactions contemplated by this Agreement or the liquidation and dissolution of Seller, or (g) that arise in connection with negotiating the parties granting terms of this Agreement, effecting the Additional Agreements to transactions contemplated by this Agreement, and liquidating or dissolving Seller, including the fees and expenses of Seller's transfer of the Additional Agreements to Buyerlegal counsel, accountants, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingother consultants and advisers.

Assumption of Liabilities. Buyer At the Closing and effective as of the Effective Date, Buyers shall agree to assume only the following liabilities of Seller (the "Assumed Liabilities"): (i) liabilities reflected on the June Balance Sheet, except for any liabilities discharged since the date of the June Balance Sheet (the "Balance Sheet Date"), (ii) liabilities incurred by Seller in the Ordinary Course of Business since the Balance Sheet Date for which performance is due after the Closing Date (except those liabilities, if any, that arise out of Seller's breach of contract, breach of warranty, tort, infringement or violation of any Legal Requirement or out of any Proceeding), and discharge ------------------------- all debts, (iii) liabilities and obligations of Seller arising with respect under any Applicable Contract assigned to periods subsequent Buyers pursuant hereto except to the Closing Date extent such obligations and liabilities arise out of Seller's default under or breach of any franchisesuch Contract. In furtherance of, licensebut without limiting, permitthe foregoing, lease, instrument the Assumed Liabilities will not include any liabilities or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b(a) hereof; providedfor any Environmental, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify Health and to hold harmless Safety Liabilities resulting from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control condition of Seller, its Assets and the System after Closing Date; providedFacilities, -------- however, that Buyer shall not indemnify and hold harmless Seller or for any liabilities or obligations resulting from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability Hazardous Activity in either case conducted on or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereofDate, (b) for any Taxes resulting from the conduct of Seller's business on or prior to the Closing Date, (c) for any litigation or Proceeding relating to Seller's business or the Assets resulting from events occurring on or prior to the Closing Date, (d) for any product liability claims relating to Seller's products sold on or prior to the Closing Date, (e) to employees of Seller, including all retired and former employees arising out of their employment by Seller, (f) under any debtPlan maintained at any time by Seller or to which Seller contributes, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval termination of the parties granting the Additional Agreements to Seller's transfer rights of the Additional Agreements to Buyerany employee under any such Plan, and (cg) for any debt, liability or obligation vacation time in excess of 80 hours accrued by any individual employee of Seller with respect to the period on or before the Closing Date, or (h) for any vacation time equal to or less than 80 hours accrued by any individual employee of Seller with respect to the period on or before the Closing Date that is not expressly assumed hereunder, whenever arisingaccrued on the Closing Balance Sheet.

Assumption of Liabilities. Buyer shall agree to The Purchaser does not assume and discharge ------------------------- all debtsshall have no liability whatsoever for any liability or obligation of any nature of the Sellers, other than those liabilities and obligations arising from agreements assigned to Purchaser by Sellers (and for which Sellers and Purchaser have obtained the written consent of Seller arising with respect to periods subsequent to the applicable third parties) after Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant same are expressly noted as accepted in writing by Purchaser in a separate written notice provided by Purchaser to Paragraph 4(b) hereof; providedSellers at or after Closing or are noted as "Assumed Liabilities" on EXHIBIT A subject to any limitations noted on EXHIBIT A (collectively, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained "ASSUMED LIABILITIES"). Subject solely to the approval effect of the parties granting the Additional Agreements terms set forth on EXHIBIT A and/or in any separate written notice referred to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed first sentence of this Section, Purchaser shall reimburse Sellers for the costs incurred by Buyer hereunderSellers in connection with the Assumed Liabilities. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein Notwithstanding anything to the contrary notwithstandingin the first sentence of this Section, there Purchaser shall not be obligated to assume the agreements comprising Assumed Liabilities unless such assumption is hereby excluded from on terms satisfactory to Purchaser, provided that Purchaser agrees to use commercially reasonable efforts to reach such acceptable terms with any third party to such agreements, provided, further, that Sellers understand and agree that the assumed obligationsdecision to assume any such agreement shall be in Purchaser`s sole discretion (for example, and Seller hereby agrees to retain and dischargewithout limitation, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out the failure of any debta third party to provide a license for its products that will enable Purchaser to utilize such products for itself (and not just for the benefit of Sellers) to enable global service bureau operations, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereofoffsite licensing and product sales, (b) out of any debtincrease proposed by a third party with respect to its fees or costs, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debtrequirement that Purchaser assume liabilities of Sellers that exist or existed prior to June 1, liability 2002, (d) any determination by Purchaser or a third party that Sellers are not sufficiently participating in the settlement of outstanding issues or indebtedness, and (e) any determination by Purchaser that it would have to accept an obligation related to providing multiple server or connectivity redundancy or technology facilities or service of Seller not expressly assumed hereunderany kind from any physical location other than Purchaser`s facility in Texas, whenever arisingwould excuse Purchaser from concluding an assignment). At the reasonable request of any Seller, Purchaser shall consider in good faith (but without any obligation) incurring costs for other unknown equipment useful in operating the Assets to the extent Sellers agree to reduce the cost of other Assumed Liabilities in a manner that offsets any proposed increased cost.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including On the Closing Date, to Buyer shall assume the liabilities which accrue under the Contracts and discharge all obligations Station Licenses on and after the Closing Date (the closing of Seller to the extent that transactions contemplated herein, the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that "Closing"). Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval or undertake to pay, satisfy or discharge any other liabilities, obligations, commitments or responsibilities of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be including, without limitation, (i) any obligations or liabilities under any contract, agreement or lease not included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against Contracts, (ii) any and all damages, costs, claims and expenses (obligations or liabilities under the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions Contracts relating to any the period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date except for which no reduction those obligations or liabilities arising out of the Purchase Price has been made Trade Agreements or Barter Agreements assumed by Buyer and subject to adjustment pursuant to Paragraph 4(b) hereofArticle IV, (biii) any obligations or liabilities of Seller relating to or arising out of any debtclaims or pending litigation proceedings, liability (iv) any obligations or obligation arising liabilities of Seller under any agreement or arrangement, written or oral, with salaried or non-salaried employees of the Additional Agreements arising Stations, other than those obligations or liabilities of Seller under agreements or arrangements with employees of the Stations that Buyer has identified pursuant to Section 9.11(b) as a result of actions relating agreements or arrangements that Buyer will assume from Seller and provided, further, that Buyer actually hires such employees pursuant to such agreements or arrangements (as opposed to entering into new employee agreements with such employees), (v) any Employee Plan and (vi) any obligations or liabilities to any period before Seller has obtained the approval employee of the Stations for accrued commissions, vacation time or sick leave, and all such obligations and liabilities shall remain and be the obligations and liabilities of Seller. If any Contract requires the consent of third parties granting for assignment, but (i) such consent has not been obtained as of the Additional Agreements Closing Date, as required by Section 10.2.7, and (ii) in the case of Material Contracts, Buyer waives such condition precedent to the Closing in its sole discretion, then Buyer shall assume Seller's transfer of obligations under such Contract only for the Additional Agreements period after Closing during which Buyer receives the benefits to which Seller is currently entitled under such Contract (unless consent is subsequently obtained and such delay has not prejudiced Buyer, and (c) any debt, liability or obligation unless the failure of Seller not expressly assumed hereunder, whenever arisingBuyer to receive benefits under such Contract is due to Buyer's failure to perform Seller's obligations thereunder after Closing).

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent Subject to the Closing Date under any franchiseterms of this Agreement, licenseand in consideration for the assignment, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to sale and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer3TEC Warrants and the Back-In Interests, whereupon the Additional Agreements EnCap Parties hereby expressly assume, and shall be deemed responsible for and perform and discharge when due, severally, but not jointly, on a pro rata basis (determined, other than the indemnification obligations described in Section 12.4(b) of the Merger Agreement, by reference to be included and in accordance with the assets respective Prepayout Interests of the EnCap Parties as set forth in Exhibit A to be assumed by Buyer hereunder. Buyer the Merger Agreement, which is hereby agrees to indemnify and to hold harmless from and against replaced as provided below) any and all damages, costs, claims of the indemnification obligations and expenses associated liabilities of Pel-Tex as described in Section 12.4 of the Merger Agreement in accordance with the terms of the various indemnification obligations set forth in such Section 12.4 whether heretofore or hereafter accrued or existing (the "Indemnifiable ClaimsAssumed Indemnification Obligations") arising by reason ). As a result of the ownership, operation or control assumption by the EnCap Parties of the System after Closing Date; providedAssumed Indemnification Obligations, -------- howevereffective as of the date of this Agreement, that Buyer shall Pel-Tex will not have any obligations or liabilities to indemnify and hold harmless Seller 3TEC, Magellan or any other party or any successors or assigns thereof or any of their shareholders, directors, officers, employees, agents, successors and assigns from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims liabilities, losses, damages, costs and expenses of any kind as described in Section 12.4 of the Merger Agreement. Pel-Tex does hereby assign, sell, transfer, and convey to the extent they arise EnCap Parties on a pro rata basis (adetermined in accordance with the Prepayout Interests of the EnCap Parties as set forth in the Merger Agreement) out all of any debtPel-Tex's rights associated with the Assumed Indemnification Obligations pursuant to Section 12.4 of the Merger Agreement. In connection with the assignment and assumption of the Assumed Indemnification Obligations and the associated rights pursuant to Section 12.4 of the Merger Agreement, liability or obligation arising with respect to periods prior the Parties hereby agree that Exhibit A to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, Merger Agreement shall be deleted in its entirety and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingreplaced with Exhibit A attached hereto.

Assumption of Liabilities. The only obligations and liabilities to be assumed by the Buyer shall agree in connection with its acquisition of the Transferred Assets (the "Assumed Liabilities") are (i) the obligations specified under the executory contracts and work orders listed on Schedule 1.05 (the "Assigned Contracts") (provided such contracts and work orders are assigned to assume the Buyer in writing by the Seller and discharge ------------------------- all debtsthe other parties thereto, if necessary, and provided such contracts and assignments are delivered on or prior to the Closing Date), other than obligations (A) arising thereunder as a result of any breach of or default under any such contract by the Seller prior to the Closing, or as to any continuing obligations of the Seller, after the Closing or (B) incurred on account of the operation of the Business by the Seller prior to the Closing Date; (ii) obligations for performance by the Buyer that arise after the Closing Date under the Transferred Licenses, other than obligations (A) arising thereunder as a result of any breach of or default by the Seller prior to the Closing, or as to any continuing obligations of the Seller, after the Closing or (B) incurred on account of the operation of the Business by the Seller prior to the Closing Date; (iii) accounts payable of the Seller (in an aggregate amount not to exceed $7,000) incurred in the ordinary course of business and which relate to inventories and supplies being transferred to the Buyer hereunder; and (iv) those liabilities and obligations of Seller the Buyer arising with respect to periods subsequent to out of its operation or ownership of the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including Transferred Assets after the Closing Date. Except for the Assumed Liabilities, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval or be responsible for any liabilities or obligations of the parties granting Seller, including any which relate in any manner to the Additional Agreements to Seller's transfer operation of the Additional Agreements Business prior to Buyerthe Closing, whereupon and the Additional Agreements Seller shall be deemed to be included indemnify, defend, and hold the Buyer (and its Affiliates and their respective officers, directors and employees) harmless from all of such obligations and liabilities in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify accordance with and to hold harmless from the extent provided in Article VIII hereof. In furtherance of the foregoing, at the Closing, the Seller and against any the Buyer shall enter into one or more Assignment and all damages, costs, claims and expenses Assumption Agreements in substantially the form attached hereto as Exhibit C --------- (the "Indemnifiable ClaimsAssignment and Assumption Agreement") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising).

Assumption of Liabilities. At the Closing, Buyer shall assume, and shall agree to assume satisfy and discharge ------------------------- all debts, as the same become due only those liabilities and obligations of Seller arising specifically listed on SCHEDULE 1.3 hereto (the "Assumed Obligations") and, subject to Section 1.4 of this Agreement, the Assumed Leases (as hereafter defined). True, correct and complete copies of all agreements with respect to periods subsequent the Assumed Obligations are attached to SCHEDULE 1.3 hereto. Buyer shall not assume, agree to perform or discharge, indemnify the Closing Date under Seller against, otherwise be responsible at any franchisetime for any liability, licenseobligation, permitdebt or commitment of Seller, leasewhether absolute or contingent, instrument accrued or agreement transferred to Buyer hereunder andunaccrued, with respect to periods prior to and including the Closing Dateasserted or unasserted, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, howeveror otherwise, that is not expressly listed on SCHEDULE 1.3 hereto. Without limiting the generality of the foregoing sentence, Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval or be responsible for any of the parties granting the Additional Agreements following: any amounts due to any of Seller's transfer creditors listed on SCHEDULE 1.3 hereto in excess of the Additional Agreements amounts expressly listed thereon; any matured obligations under leases, licenses, contracts or agreements in excess of the amounts expressly listed on SCHEDULE 1.3 hereto; any liabilities, obligations, debts or commitments of Seller incident to, arising out of, or incurred with respect to, this Agreement and the transactions contemplated hereby; any and all sales, use, franchise, income, gross receipts, excise, payroll, personal property (tangible or intangible), real property, ad-valorem, value added, leasing, leasing use, or other taxes, levies, imposts, duties, charges or withholdings of any nature arising out of the transactions contemplated hereby. Seller further agrees to Buyer, whereupon satisfy and discharge as the Additional Agreements same shall be deemed to be included in the assets to be become due all of its obligations and liabilities not specifically assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason Buyer's assumption of the ownership, operation or control Assumed Obligations shall in no way expand the rights and remedies of third parties against Buyer as compared to the rights and remedies which such parties would have had against Seller had this Agreement not been consummated. Effective as of the System after Closing Date; provided, -------- howeverat the option of Buyer, that all of Seller's employees shall be terminated by Seller. Buyer shall not indemnify and hold harmless Seller from permit any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation terminated employee of Seller not expressly assumed hereunder, whenever arisingto apply for employment at another location of Buyer.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations of Seller (and shall cause the Colorado Subsidiary to assume and discharge all debts, liabilities and obligations of the Cable Subsidiaries) arising with respect to periods subsequent to (a) the Augusta Closing Date insofar as such debts, liabilities and obligations of Seller arise under the Augusta Purchase Agreement and (b) the Second Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Second Closing Date, to shall assume and discharge all obligations of Seller with respect to the Owned Systems to the extent that the Purchase Price is has been reduced pursuant to Paragraph 4(b5(b) hereofhereof to reflect, as applicable, Buyer's and the Colorado Subsidiary's assumption of such obligations; provided, however, that Buyer and the Colorado Subsidiary, as applicable, shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's or the Cable Subsidiaries' transfer of the Additional Agreements to BuyerBuyer or the Colorado Subsidiary, as applicable, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer or the Colorado Subsidiary, as applicable, hereunder. Buyer hereby agrees to shall indemnify and to hold harmless Seller from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System Assets after the Second Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to and the Cable Subsidiaries, as applicable, shall retain and discharge, and to indemnify and hold Buyer and the Colorado Subsidiary, as applicable, harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Second Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b5(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's or the Cable Subsidiaries' transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller or the Cable Subsidiaries not expressly assumed hereunder, whenever arising.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations As of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to Purchaser shall assume and agree to pay, perform or otherwise discharge when due all of the following liabilities relating to the Assets and existing at or arising on or after the Closing Date (collectively, the "Assumed Liabilities") and shall deliver to Sellers at Closing a duly executed instrument of assumption in form sufficient to effect the assumption by Purchaser of the Assumed Liabilities: (i) all of Sellers' obligations on the date hereof to fill orders from inventory with respect to which payment is not made to Sellers; (ii) all of Seller Sellers' outstanding commitments for the purchase of raw materials and supplies to the extent that disclosed on the Purchase Price Contour Disclosure Schedule; (iii) all of Sellers' liability for returned products and defective goods credited by Purchaser's representatives in each case which were sold by Sellers prior to Closing (but only to the extent so credited); and (iv) all obligations, liabilities and commitments of either Seller arising out of any written agreement, contract, instrument or other arrangement entered into in the ordinary course of business and by which any of the Assets is reduced pursuant bound or affected or by which CFI or CFFI is bound in connection with the Assets (but excluding any obligation or liability for any breach thereof occurring prior to Paragraph 4(b) hereofthe Closing Date). Except as specifically set forth in the immediately preceding sentence, Purchaser shall not assume, and shall have no liability for, any debts, liabilities, obligations, expenses, taxes, contracts or commitments of Sellers or CMI of any kind, character or description, whether accrued, absolute, contingent or otherwise; provided, however, that Buyer Purchaser shall not assume be responsible for all liabilities and obligations pertaining to the -------- ------- Additional Agreements until Seller has obtained the approval operation or ownership of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") Assets arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior subsequent to the Closing Date for which no reduction Date. Sellers agree to satisfy in a timely manner all of the Purchase Price has been made their liabilities, indebtedness and obligations not assumed by Purchaser pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingthis Agreement.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debtsIn consideration of the sale of the Purchased Assets, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including on the Closing Date, the Buyer shall assume only those liabilities hereinafter listed and defined as the "ASSUMED LIABILITIES." For purposes of this Agreement, "ASSUMED LIABILITIES" means (i) all items which comprise each account balance under the caption "LIABILITIES" in the April 30, 1997 unaudited balance sheet, and (ii) liabilities incurred by the Seller in the ordinary course of business subsequent to assume the Balance Sheet Date for the account or benefit of the Buyer or, of the property, other assets and discharge business of the Seller to be transferred to the Buyer pursuant to this Agreement (all such obligations and liabilities of Seller to are itemized on SCHEDULE 1.3.3); PROVIDED, HOWEVER, the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer Assumed Liabilities shall not assume include any Excluded Liabilities and in no event shall the -------- ------- Additional Agreements until total amount of indebtedness assumed exceed an amount to be agreed upon by the Seller has obtained and the approval Buyer within 10 days of the parties granting date hereof. As used herein, the Additional Agreements to Seller's transfer term "EXCLUDED LIABILITIES" means (a) all liabilities of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against Seller which are not "ASSUMED LIABILITIES," (b) any and all damages, costs, claims federal and expenses (the "Indemnifiable Claims") arising by reason state income tax liability of the ownership, operation Seller or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise Shareholder (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyercollectively "TAX LIABILITY"), and (c) all attorneys' and accountants' fees and expenses and any debtother fees and expenses incurred by the Seller or the Shareholder in connection with the consummation of the transactions contemplated hereby. With respect to all Assumed Liabilities for which the Shareholder has provided personal guaranties, the Buyer shall use reasonable commercial efforts to cause such guaranties to be released effective as of the Closing Date, and the Shareholder shall be indemnified with respect to any liability or obligation of Seller not expressly assumed hereunder, whenever arisingunder such guaranties as hereinafter provided.

Assumption of Liabilities. Buyer shall agree (a) Assignee hereby assumes responsibility to assume faithfully and discharge ------------------------- all debtspunctually perform, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume satisfy and discharge all obligations of Seller the duties, obligations, terms, conditions, covenants and liabilities arising or accruing after the date of the Closing that Assignor is otherwise bound to perform, discharge or otherwise satisfy under the extent that the Purchase Price is reduced Lease, including without limitation, pursuant to Paragraph 4(bSection 18.04 (B) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims"viii) arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) of the Lease regarding (i) the use of the "Demised Premises" (as that term is defined in the Lease) in accordance with the restrictions set forth in the Lease and (ii) the payment of "Rent" (as that term is defined in the Lease). Assignor does hereby agree to indemnify, defend and hold Assignee harmless from any debtloss (including without limitation attorneys' fees and costs), liability claim or obligation cause of Seller not expressly assumed hereunderaction arising or accruing under or in connection with any of the following: (i) the Lease based upon events, whenever arisingacts or omissions that occurred on or before the date of the Closing; (ii) any future written assignments executed and delivered by and between Assignor and Assignee based upon events, acts or omissions that occurred on or before the date of the Closing; or (iii) the failure of Assignor to perform its obligations under this Assignment and Assumption Agreement. Assignee does hereby agree to indemnify, defend and hold Assignor harmless from any loss (including without limitation attorneys' fees and costs), claim or cause of action arising or accruing under or in connection with any of the following: (i) the Lease based upon events, acts or omissions that occurred after the date of the Closing; (ii) any future written assignments executed and delivered by and between Assignee and Assignor based upon events, acts or omissions that occurred after the date of the Closing; or (iii) the failure of Assignee or Operating Assignee to perform their respective obligations under this Assignment and Assumption Agreement.

Assumption of Liabilities. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties, and covenants contained herein, on the Closing Date (as defined below), Buyer shall agree to satisfy or assume the payment and discharge ------------------------- all debtsperformance of the Assumed Liabilities (as defined below). For the purpose of this Agreement, liabilities and the "ASSUMED LIABILITIES" shall mean certain funded debt obligations of Seller arising Sellers in the amount of nine hundred sixty thousand six hundred twenty five dollars and ninety seven cents ($960,625.97) (the Assumed Liabilities owed by Southern Regional shall be referred to as the "SOUTHERN REGIONAL LIABILITIES", the Assumed Liabilities owed by Lafayette MRI shall be referred to as the "LAFAYETTE MRI LIABILITIES", and the Assumed Liabilities owed by Indianapolis MRI shall be referred to as the "INDIANAPOLIS MRI LIABILITIES"). The Assumed Liabilities are specifically described on SCHEDULE C, attached hereto and incorporated by reference, and SCHEDULE C identifies with specificity the debtor under each such Assumed Liability. Buyer shall not be obligated to satisfy or assume any liability or obligation for any liability not specifically set forth on SCHEDULE C, including accounts payable and any liabilities with respect to periods subsequent to the Closing Date under Sellers' or Soterion's employees, employee benefit plans, salaries, any franchiseunpaid overtime, licenseaccrued vacation time, permitback wages, leaseassociated tax liabilities, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed other benefits or obligations. Any prepayment penalties incurred by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to the payoff or satisfaction by Buyer of any period before Seller has obtained the approval of the parties granting Assumed Liabilities shall be the Additional Agreements to Seller's transfer sole responsibility of the Additional Agreements to Buyer. Anything herein to the contrary notwithstandingSellers and Soterion, there is hereby excluded from the assumed obligationsjointly and severally, and Seller hereby agrees to retain Sellers and discharge, and to indemnify and hold Soterion shall either pay such prepayment penalties directly upon request by Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date reimburse Buyer for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to such prepayment penalties promptly upon request by Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising.

Assumption of Liabilities. At the Closing, Buyer shall assume, and shall agree to assume satisfy and discharge ------------------------- all debts, as the same become due only those liabilities and obligations of Seller arising with respect to periods subsequent to specifically listed on SCHEDULE 1.3 hereto (the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder "Assumed Obligations") and, with respect subject to periods prior Section 1.4 of this Agreement, the Assumed Leases (as hereafter defined). Buyer shall not assume, agree to and including perform or discharge, indemnify the Closing DateSeller against, to assume and discharge all obligations otherwise be responsible at any time for any liability, obligation, debt or commitment of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedSeller, howeverwhether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, that is not expressly listed on SCHEDULE 1.3 hereto. Without limiting the generality of the foregoing sentence, Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval or be responsible for any of the parties granting the Additional Agreements following: any amounts due to any of Seller's transfer creditors listed on SCHEDULE 1.3 hereto in excess of the Additional Agreements amounts expressly listed thereon; any matured obligations under leases, licenses, contracts or agreements in excess of the amounts expressly listed on SCHEDULE 1.3 hereto; any liabilities, obligations, debts or commitments of Seller incident to, arising out of, or incurred with respect to, this Agreement and the transactions contemplated hereby; any and all sales, use, franchise, income, gross receipts, excise, payroll, personal property (tangible or intangible), real property, ad-valorem, value added, leasing, leasing use, or other taxes, levies, imposts, duties, charges or withholdings of any nature arising out of the transactions contemplated hereby. Seller further agrees to Buyer, whereupon satisfy and discharge as the Additional Agreements same shall be deemed to be included in the assets to be become due all of its obligations and liabilities not specifically assumed by Buyer hereunder. Buyer's assumption of the Assumed Obligations shall in no way expand the rights and remedies of third parties against Buyer hereby as compared to the rights and remedies which such parties would have had against Seller or Pick had this Agreement not been consummated. Effective as of the Closing Date, all of Seller's employees shall be terminated by Seller. On or shortly after the Closing Date, Buyer shall make offers of employment, on the same terms and conditions as existing immediately prior to Closing, to all of Seller's employees, except that Buyer may choose not to make an offer of employment to any of Seller's employees with respect to which Buyer is in possession of information that would justify the refusal to hire an employee in the exercise of Buye s reasonable discretion. With respect to any employee of Seller that accepts an offer of employment from Buyer, Buyer agrees to indemnify Seller and to hold Seller harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") severance or similar type liability arising from any subsequent termination of that employee's employment by reason of the ownership, operation or control of the System after Closing DateBuyer; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, have no such liability or obligation arising with respect to periods prior to the Closing Date for which no reduction any employee of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out Seller who refuses an offer of any debt, liability employment with Buyer or obligation arising under the Additional Agreements arising as a result of actions relating with respect to any period before employee of Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to for whom Buyer, and (c) any debtin the exercise of its reasonable discretion as set forth above, liability or obligation chooses not to make an offer of Seller not expressly assumed hereunder, whenever arisingemployment.

Assumption of Liabilities. Except to the extent assumed prior to the closing of the transaction contemplated by this Agreement (the "Closing") as provided in the Time Brokerage Agreement, at the Closing, Buyer shall agree to assume all liabilities, obligations, commitments, and discharge ------------------------- all debts, liabilities and obligations responsibilities of Seller accruing or arising with respect from and relating exclusively to periods subsequent to the ownership of the Assets or operation of the Stations from and after the Closing Date under any franchiseof the Assigned Contracts (collectively, licensethe "Assumed Liabilities"). Buyer shall not assume or undertake to pay, permitsatisfy or discharge any of Seller's liabilities, leaseobligations, instrument commitments or agreement transferred responsibilities other than the Assumed Liabilities. If, in the case of any Assigned Contract for which consent to Buyer hereunder andassignment of a third party is required as indicated on Schedule 1.3(a), with respect to periods prior to and including (i) such consent has not been obtained as of the Closing Date, and, (ii) if such Assigned Contract is designated as required on Schedule 1.3(a) (a "Required Contract") (such consent to assume assign with respect to a Required Contract, a "Required Consent"), Buyer waives the condition precedent to its obligations set forth at Section 10.2.7 in its sole discretion, then, provided Buyer uses its commercially reasonable best efforts to both obtain the consent or Required Consent, as applicable, and discharge all obligations to receive the benefits of such Assigned Contract, which Buyer hereby covenants to do, Seller shall use its commercially reasonable best efforts to cause the extent that other party to such Assigned Contract to provide Buyer the Purchase Price benefits under and for the term of such Assigned Contract until such consent or Required Consent, as applicable, is reduced pursuant obtained, at which time such Assigned Contract shall be assigned to Paragraph 4(b) hereofBuyer; provided, however, that Seller shall not be relieved of, and Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and againstassume, any and all Indemnifiable Claims to the extent they arise (a) out obligation or liability of any debt, liability or obligation arising with respect to periods Seller under such Assigned Contract prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements such assignment to Buyer, and (c) that Buyer shall reimburse Seller for amounts paid by Seller pursuant to the terms of such Assigned Contract to the extent Buyer receives or could, but for Buyer's action or inaction, receive, benefits thereunder; provided further, that, in the event of a default by the other party to a Required Contract not assigned to Buyer prior to Closing, for which benefits are intended to be provided to Buyer after Closing pursuant to the terms of this Article II, Buyer shall reimburse Seller for its reasonable expenses incurred in obtaining performance from such defaulting party, pursuing any debtremedies available in respect of such party's default, liability or obligation and obtaining substitute performance, subject to Buyer's prior approval of Seller any such actions and resulting expenses, which, in the case of approval of such actions by Seller, approval of such resulting expenses shall not expressly assumed hereunder, whenever arisingbe unreasonably withheld. ARTICLE III.

Assumption of Liabilities. Buyer shall agree to assume Upon the terms and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent subject to the Closing Date under any franchiseconditions of this Agreement, licensePurchaser I agrees, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including effective as of the close of business on the Closing Date, to assume and to satisfy and discharge all obligations when due only the following Assumed Liabilities from Seller I, and Purchaser II agrees, effective as of the close of business on the Closing Date, to assume and to satisfy and discharge when due only the following Assumed Liabilities from Seller to II. NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, PARENT AND PURCHASERS SHALL NOT ASSUME, AND PARENT AND PURCHASERS SHALL NOT IN ANY MANNER BECOME LIABLE FOR, ANY LIABILITIES OR OBLIGATIONS OF SELLERS OF ANY KIND OR NATURE OTHER THAN THE ASSUMPTION BY PURCHASERS OF THE ASSUMED LIABILITIES. The term “Assumed Liability” means the extent that Liabilities described in clauses (a) through (c) of this Section 1.4, and only the Purchase Price is reduced pursuant to Paragraph 4(b) hereofLiabilities described in such clauses; provided, however, that Buyer shall not assume with respect to the -------- ------- Additional Agreements until Seller has obtained the approval Liabilities described in clauses (a) through (c) of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyerthis Section 1.4, whereupon the Additional Agreements shall be deemed to be except for Liabilities included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify Closing Statement of Specified Assets and to hold harmless from and against any and all damagesLiabilities, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer term “Assumed Liability” shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims only include such Liabilities to the extent they arising out of, or relating to or otherwise in respect of the ownership or use of the Purchased Products and Related Assets or the operation or the conduct of the Business from and after the close of business on the Closing Date, and shall not include any portion of such Liabilities that arise (a) out of, relate to or are otherwise in respect of any debt, liability or obligation arising with respect to periods Liabilities incurred prior to the close of business on the Closing Date for which no reduction Date, or any event, state of facts, occurrence, non-occurrence, circumstance, development or change that arose or existed prior to the Purchase Price has been made pursuant close of business on the Closing Date. Subject in all cases to Paragraph 4(b) hereofthe foregoing provisions of this Section 1.4, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained term “Assumed Liability” shall only include the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising.following Liabilities:

Assumption of Liabilities. Buyer shall Effective as of the date hereof, Comcast Distribution LLC will absolutely and irrevocably assume and agree to assume be liable and discharge ------------------------- responsible to pay when due, perform and discharge, all debtsthe Comcast Assumed Liabilities (except to the extent such Comcast Assumed Liabilities are Liabilities of a Comcast Transferred Subsidiary, liabilities in which case such Comcast Transferred Subsidiary shall retain such Comcast Assumed Liabilities), in accordance with their respective terms, as separately evidenced by a Bxxx of Sale and obligations Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit C. Comcast Distribution LLC shall be responsible for all Comcast Assumed Liabilities (except to the extent such Comcast Assumed Liabilities are Liabilities of Seller arising with respect to periods a Comcast Transferred Subsidiary, in which case such Comcast Transferred Subsidiary shall be responsible for such Comcast Assumed Liabilities), regardless of when or where such Comcast Assumed Liabilities arose or arise, or whether the facts on which they are based occurred prior to, on or subsequent to the Closing Date under any franchisedate hereof, license, permit, lease, instrument regardless of where or agreement transferred to Buyer hereunder and, with respect to periods against whom such Liabilities are asserted or determined or whether asserted or determined prior to the date hereof, and including the Closing Dateregardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation or any other cause by a Member of any Group or any of their respective Subsidiaries, directors, officers, employees or agents or Affiliates. The Comcast Assignee hereby agrees (and shall cause each Comcast Transferred Subsidiary) to assume and discharge be bound by all obligations of Seller the Comcast Partners in accordance with Section 8.4(h)(v) of the Partnership Agreement, and the Comcast Partners agree to be jointly and severally liable with the extent that Comcast Assignee for its obligations under the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer Dissolution Documents. The Comcast Assumed Liabilities shall not assume include the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingComcast Excluded Taxes.

Assumption of Liabilities. Upon the terms and subject to the conditions contained herein, effective as of the Closing, except with respect to Subsection (d) below which shall be effective as of the Inventory Date, Buyer shall agree to assume and discharge ------------------------- become responsible for the following Liabilities relating to the Business or the Purchased Assets (the “Assumed Liabilities”): (a) any and all debtsLiabilities under the Contracts constituting Purchased Assets that arise or are required to be performed after the Closing; (b) any and all warranty, liabilities repair, service, technical assistance, training, marketing assistance and support obligations relating to the Business or the Purchased Assets arising in the Ordinary Course of Business out of warranties provided under Section 4.13 (including, without limitation, any such obligations arising from the Excluded Agreements) whether arising out of occurrences prior to, at or after the Closing; (c) any and all Liabilities related to or arising from Seller’s termination of the Business Employees (to the extent set forth on Schedule 2.2(c)) or Buyer’s employment of the Business Employees at or after the Closing; (d) all financial and purchasing commitments made by Seller or Seller’s affiliate with suppliers or contract manufacturers of the Business prior to the Inventory Date to the extent set forth on Schedule 2.2(d) as updated by Seller and provided to Buyer from time to time; and (e) subject to Section 9.1(c), any and all other Liabilities, including without limitation, for tort, product liability, intellectual property infringement or other claims relating to the Business or the Purchased Assets whether arising out of occurrences prior to, at or after the Closing. Notwithstanding the foregoing, Buyer shall not assume or otherwise become responsible for (A) any Liabilities under the Contracts assumed by Buyer that arise after the Closing but that arise out of or relate to any breach by Seller that occurred prior to the Closing, (B) any accounts payable or license fees relating to the operation of the Business by Seller prior to the Closing, (C) any taxes relating to the operation of the Business by Seller prior to the Closing, (D) any Liabilities of Seller relating to its employees, whether or not associated with the Business (excluding the Liabilities specifically enumerated in Section 2.2(c)), (E) performance obligations of Seller arising with respect under the Excluded Agreements relating to periods subsequent any stock rotation rights or distributor return rights (other than a right of return pursuant to the Closing Date under any franchisea warranty, license, permit, lease, instrument repair or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all service obligation) or other performance obligations of Seller to the extent contracting parties under the Excluded Agreement subsequent to the Closing that are not in the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval nature of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets performance obligations to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damagesunder this Agreement, costs, claims and expenses or (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (cF) any debt, liability or obligation Liabilities of Seller not expressly assumed hereunderother than the Assumed Liabilities (collectively, whenever arisingthe “Excluded Liabilities”).

Assumption of Liabilities. Buyer Subject to the terms and conditions of this Agreement, Purchaser as further consideration shall agree assume as of the Closing Date (i) all obligations and liabilities of the Company and the Sellers with respect to assume the ownership and operation of Acquired Business and the conduct of the Acquired Business after the Closing Date relating to the discharge ------------------------- of obligations and liabilities arising after, or attributable to the period following or relating to events arising after the Closing Date; (ii) Assumed Current Liabilities, but only to the extent set forth on the Final Closing Balance Sheet; (iii) any and all debtsrights, claims and causes of action against any Seller or the Company resulting from the claims, litigations, suits and actions listed on Exhibit 2.5(iii); and (iv) the liabilities and obligations set forth on Exhibit 2.5(iv) hereto (collectively, the “Assumed Liabilities”). Without intending to limit the generality of Seller arising the foregoing, the Assumed Liabilities do not include, and Purchaser shall not assume and shall not be obligated with respect to periods subsequent to to, the Closing Date under any franchiseRetained Liabilities. For the avoidance of doubt, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price transfer or assignment of any Contract relating to the Acquired Business shall require the consent of any party thereto, and any transfer or assignment of the same without consent shall constitute a breach thereof, with respect to any such Contract the required consent of any party thereto of which is reduced pursuant to Paragraph 4(b) hereof; providednot obtained, however, that Buyer Purchaser shall not assume the -------- ------- Additional Agreements until Seller has obtained obligations and liabilities thereunder relating to the approval discharge of obligations and liabilities arising after, or attributable to the parties granting period following or relating to events arising after, the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, it being acknowledged and agreed that Buyer Sellers have indemnification obligations with respect to Required Consent Contract Litigation as provided in Section 10.2. Purchaser shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements deliver a duly executed copy of the Assumption Agreement to Sellers at the Closing in the form attached hereto as a result of actions relating Exhibit 2.5 (the “Assumption Agreement”) pursuant to which it (or its designee(s)) shall assume the Assumed Liabilities. In relation to any period before Seller has obtained Assumed Liabilities under Contracts governed by the approval law of a jurisdiction that does not recognize the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein such Assumed Liabilities pursuant to the contrary notwithstandingAssumption Agreement, there is hereby excluded from the assumed obligationsPurchaser and the relevant Seller (being the counterparty to any such Contract) shall use all commercially reasonable efforts to procure that any third party (being a counterparty to any such Contract) shall enter into a novation or equivalent agreement effective to transfer such Assumed Liabilities. To the extent that any such Contracts are assigned and not novated, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims or to the extent they arise that no such novation or equivalent agreement is executed, the Purchaser shall indemnify the relevant Seller (abeing the party to any such Contract) out against all obligations, liabilities, losses, damages and claims, whether direct or indirect, however incurred, arising after Closing which relate to the performance or non-performance of any debt, liability obligations remaining with such relevant Seller in respect of any such assigned Contract or obligation arising with respect Contract in relation to periods prior which no such novation or equivalent agreement has been executed (except to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(bextent set forth in Section 10.2(vi) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisinghereto).

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations As of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, Paonessa shall assume all outstanding liabilities related to assume the prxxxxxx xr the Purchased Assets, including any and discharge all obligations liabilities of Seller Response relating to the practice and all practice expenses going-forward, including without limitation Clinic Expenses, Physician Expenses and any other related or similar practice expenses contingent upon (1) Response seeking Bankruptcy Court approval of the amounts as set forth in its Statement of Cure filed in February 2002 (the "STATEMENT OF CURE") as part of its motion to approve the Settlement Agreement envisioned hereby and (2) the Bankruptcy Court entering an order (the "ORDER") finding (i) that the amounts as set forth in the Statement of Cure accurately reflects any potential cure obligation the Debtors would be required to make with respect to assumption of Assigned Contracts, (ii) that the cure obligation set forth in the Statement of Cure shall be deemed satisfied upon closing of the transaction contemplated by this Agreement, (iii) that the Order is, to the extent permitted by law, binding upon all of Response's creditors and parties in interests, and (iv) that the Purchase Price is reduced Assigned Contracts are assigned to Paonessa pursuant to Paragraph 4(bthe Order, and (v) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval in no event will Paonessa's xx XXXX's assumption of the parties granting pre-Closing Clinic Expenses xxxxxx xxx items specified in the Additional Agreements Cure Order or obligate Response to Seller's transfer pay additional amounts. In the event the Court fails to enter the Cure Order or enters an order inconsistent with the requirements of sections (i) through (v) of the Additional Agreements preceding sentence, Paonessa or POMC, in his or its sole discretion, may elect to Buyereithex (x) xxoceed with Assumption and Assignment of the Service Agreement and Assigned Contracts subject to the terms of the Order, whereupon provided the Additional Agreements Paonessa pays such cure amount(s) or (ii) request that Response rejxxx xxx Service Agreement and/or one or more of the Assigned Contracts pursuant to 11 U.S.C. ss. 365 and Paonessa shall pay to Response a Purchase/Termination Fee equal to xxx xx xieu of the Purchase/Assignment Fee. In the event that the Service Agreement is rejected, no party will be deemed to be included have assumed any of the liabilities in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingCure Order.

Assumption of Liabilities. Buyer On and subject to the terms and conditions of this Agreement, Xxxxx shall agree to assume and discharge ------------------------- become responsible for all debtsof the Assumed Liabilities at the Closing. Buyer will not assume or have any responsibility, however, with respect to any Liabilities of Sellers not expressly included within the definition of Assumed Liabilities, including: (i) Taxes related to the Business for all Tax Periods prior to and following Closing, and related to the Purchased Assets for all Tax periods (or portions thereof) ending on or prior to the Closing; (ii) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (iii) liabilities to the extent relating to the Excluded Assets; (iv) liabilities and obligations of Seller arising with respect Sellers under this Agreement; (v) all intercompany obligations, liabilities and Indebtedness, including any note Indebtedness, owed by Sellers to periods subsequent any Affiliates of Sellers; (vii) any Employee Obligations to any Employee (past, present or future) of the Sellers; (viii) any Employee Claim; and (ix) all other liabilities and obligations for which Buyer does not expressly assume any liability (collectively, the “Excluded Liabilities”). Xxxxx’s assumption of the Assumed Liabilities shall in no way expand the rights or remedies of third parties against Buyer as compared to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to rights and including remedies which such parties would have had against Sellers had this Agreement not been consummated. From and after the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyerpay, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain perform and discharge, as and when due or as may otherwise be agreed between Buyer and the obligee, all of the Assumed Liabilities. The “Assumed Liabilities” are specifically limited only to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims post-Closing Liabilities relating to the extent they arise Purchased Assets only (a) out of and expressly excludes any debtLiabilities relating to the Purchased Assets that arose, liability that accrued, or obligation arising with respect to periods that were incurred prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(bClosing) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions and all Liabilities relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements amounts required to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingbe paid by Buyer under this Agreement.

Assumption of Liabilities. Buyer At the Closing, Acquiror shall agree to assume assume, and thereafter shall pay, perform, satisfy or otherwise discharge ------------------------- when due, all debtsof the duties, liabilities and obligations of Seller Company as of the Closing, including any liabilities or obligations arising with respect to periods subsequent under any Company Material Contracts (as defined in Section 3.8), that are specifically identified and listed in SCHEDULE 2.3 attached hereto, insofar as such duties, liabilities and obligations relate to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including period after the Closing Date, unless otherwise expressly and specifically indicated on such Schedule. The duties, liabilities and obligations to assume be assumed, satisfied or performed by Acquiror pursuant to this Section 2.3 and discharge all set forth on SCHEDULE 2.3 are sometimes referred to herein individually as an "ASSUMED LIABILITY" and collectively as the "ASSUMED LIABILITIES." To the extent that a Company Material Contract or other agreement is not specifically listed in SCHEDULE 2.3, such contract or agreement, including any liabilities or obligations of Seller Company arising thereunder, shall not constitute an Assumed Liability for purposes of this Agreement. Further, to the extent that any Company Material Contract requires the Purchase Price prior written consent of any third party or parties in connection with the assignment thereof, and a written Consent and Assignment, substantially in the form of EXHIBIT C hereto, has not been executed by Acquiror and the applicable third party or parties, Acquiror shall not, by operation of this Agreement, assume such Company Material Contract or any liabilities or obligations arising from it. Except for Acquiror's assumption as of the Closing Date of the Assumed Liabilities, Acquiror, by entering into this Agreement and consummating the transactions contemplated hereby, is reduced pursuant not assuming or agreeing to Paragraph 4(b) hereof; providedpay or otherwise become liable for any Indebtedness, howeverobligations or liabilities of Company or any other third party, that Buyer including any shareholder of Company, of any type or nature whatsoever and, except as aforesaid, Acquiror shall not assume any such Indebtedness, obligations or liabilities, nor shall Acquiror become liable for any relating to the -------- ------- Additional Agreements until Seller has obtained the approval operation of the parties granting business of Company prior to, on or after the Additional Agreements to Seller's transfer Closing Date. Without limiting the generality of the Additional Agreements to Buyerforegoing, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby Company agrees to indemnify and to hold harmless from and against any and all damagesthat, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer Acquiror shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise assume (a) out any liability for any legal fees or expenses of Company incurred for any debtreason whatsoever, liability or obligation arising including in connection with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereoftransactions contemplated by this Agreement, (b) out any liability for any claims by employees or former employees of any debtCompany concerning acts or omissions of Company, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debtliability for any claims asserted by any third parties, including any shareholders or any creditors of Company, which is based upon or relates to any liability or obligation of Seller Company that is not expressly specifically identified in SCHEDULE 2.3 hereof and assumed by Acquiror hereunder, whenever arisingor (d) any liabilities of Company for any income or other tax obligations or for any employee benefit obligations, including in connection with any Company Benefit Plans referenced in Section 3.7 hereof, except to the extent any such liabilities are specifically identified and listed in SCHEDULE 2.3 hereof. Company further agrees to satisfy and discharge as the same shall become due all obligations and liabilities of Company not specifically assumed by Acquiror hereunder. At the Closing, Acquiror shall execute and deliver to Company the Xxxx of Sale and Assumption Agreement to evidence the assumption of the Assumed Liabilities pursuant hereto.

Assumption of Liabilities. Buyer shall agree (a) Assignee hereby assumes responsibility to assume faithfully and discharge ------------------------- all debtspunctually perform, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume satisfy and discharge all obligations of Seller the duties, obligations, terms, conditions, covenants and liabilities arising or accruing after the date of the Closing that Assignor is otherwise bound to perform, discharge or otherwise satisfy under the extent that the Purchase Price is reduced Lease, including without limitation, pursuant to Paragraph 4(bSection 18.04 (B) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims"viii) arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) of the Lease regarding (i) the use of the “Demised Premises” (as that term is defined in the Lease) in accordance with the restrictions set forth in the Lease and (ii) the payment of “Rent” (as that term is defined in the Lease). Assignor does hereby agree to indemnify, defend and hold Assignee harmless from any debtloss (including without limitation attorneys’ fees and costs), liability claim or obligation cause of Seller not expressly assumed hereunderaction arising or accruing under or in connection with any of the following: (i) the Lease based upon events, whenever arisingacts or omissions that occurred on or before the date of the Closing; (ii) any future written assignments executed and delivered by and between Assignor and Assignee based upon events, acts or omissions that occurred on or before the date of the Closing; or (iii) the failure of Assignor to perform its obligations under this Assignment and Assumption Agreement. Assignee does hereby agree to indemnify, defend and hold Assignor harmless from any loss (including without limitation attorneys’ fees and costs), claim or cause of action arising or accruing under or in connection with any of the following: (i) the Lease based upon events, acts or omissions that occurred after the date of the Closing; (ii) any future written assignments executed and delivered by and between Assignee and Assignor based upon events, acts or omissions that occurred after the date of the Closing; or (iii) the failure of Assignee or Operating Assignee to perform their respective obligations under this Assignment and Assumption Agreement.

Assumption of Liabilities. At the Closing, the Buyer shall agree to assume and discharge ------------------------- all debtsliabilities of each Seller of any nature, liabilities and obligations known or unknown, fixed, contingent or otherwise, arising out of Seller arising with respect to periods subsequent or relating primarily to the Closing Date under any franchiseBusiness (the "Assumed Liabilities"). Notwithstanding the foregoing, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval any liabilities or obligations of the parties granting Sellers of any nature, known or unknown, fixed, contingent or otherwise arising out of or relating to the Additional Agreements to Seller's transfer following, all of which shall remain obligations of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses Sellers (the "Indemnifiable ClaimsExcluded Liabilities") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise ): (a) out for any Taxes resulting from the conduct of any debt, liability the business of the Sellers on or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out under any Plans listed on EXHIBIT B and any Plans maintained at any time by the Stockholder for the benefit of the Sellers' employees (c) under any debtContracts listed on EXHIBIT B, liability or obligation arising under the Additional Agreements arising as a result of actions (d) relating to any period Excluded Assets, (e) any liabilities or obligations imposed on any Seller by virtue of being a member of a group of affiliated companies that includes the Stockholder or another Affiliate thereof, including, for example, joint and several liability under the Code or ERISA, (f) for any product liability claims resulting from occurrences on or prior to the Closing Date regardless of whether such claim is brought before Seller has obtained or after the approval Closing Date, (g) for any claims or obligations relating to the Proceedings listed on Part 3.13 of the parties granting Disclosure Letter, (h) resulting from any claim by a stockholder or former stockholder of any Seller, or any other Person, seeking to assert, or based upon ownership or rights of ownership of any shares of capital stock or securities of, or equity interest in, any Seller, or any rights under any Organizational Documents of any Seller, (i) costs, expenses, obligations and liabilities incurred or accrued by the Additional Agreements to Seller's transfer Sellers in connection with this Agreement or the Contemplated Transactions but excluding any costs, expenses, obligations and liabilities arising out of the Additional Agreements failure to Buyer, and (c) obtain any debt, liability consents or obligation of Seller not expressly assumed waivers with respect to Contracts to be assigned to the Buyer hereunder, whenever arising(j) all indebtedness for borrowed money including without limitation the Sellers' loan agreements and subordinated debt agreements listed on Part 3.29 of the Disclosure Letter.

Assumption of Liabilities. Buyer At the Closing, upon the terms and subject to the conditions contained herein, simultaneously with the transfer, conveyance and assignment to Purchaser of the Assets, Purchaser shall agree to assume assume, effective as of the Closing Date, and discharge ------------------------- all debtsin accordance with their terms, only the obligations and liabilities of Seller (a) under the Assumed Contracts to the extent that they are uncompleted and outstanding at the Closing Date, (b) any damages or sums that may be or become payable to third parties resulting from the operation of the Assets after the Closing Date, (c) any damages or sums that may be or become payable to third parties resulting from the operation of the Intellectual Property after the Transition Date and (d) except as otherwise provided herein, any costs, obligations, expenses or liabilities arising out of the consummation of the transactions contemplated hereby, including, without limitation, any transfer, sales or other taxes which become payable by Seller as a result thereof; provided, Purchaser expressly does not assume any other liabilities including, without limitation, (i) any liabilities, duties or obligations of Seller under any Assumed Contracts which are performable or have arisen or may arise with respect to provisions of or any breaches of the Assumed Contracts occurring before the Closing Date, (ii) any damages or other sums that may be or become payable to third parties resulting from the operation of the Assets, other than the Intellectual Property, on or before the Closing Date, (iii) any damages or other sums that may be or become payable to third parties resulting from the operation of the Intellectual Property on or before the Transition Date, and (iv) any obligation of Seller for federal, state, local or foreign tax liability (including interest, penalties or additions to tax relating thereto) arising from the ownership of the Assets prior to the Closing Date. For convenience of reference, the foregoing liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be being assumed by Buyer hereunder. Buyer hereby agrees Purchaser are collectively referred to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (herein as the "Indemnifiable ClaimsAssumed Liabilities.") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising.

Assumption of Liabilities. Buyer Pursuant to the Asset Purchase Agreement, iLinc hereby assumes those specific liabilities of Glyphics listed on Exhibit "A" attached hereto in the specific amounts shown thereon, plus the "Post Closing Amounts" if any (as defined below). The amount of liabilities assumed shall be the amount indicated next to each Glyphics creditor listed on Exhibit "A", (and only the creditors listed on Exhibit "A"). Except as otherwise specifically provided in the Asset Purchase Agreement the amount reflected next to each creditor of Glyphics, together with the Post Closing Amounts (if any) shall be the Page 1 of 5 <PAGE> maximum amount owed to that creditor by iLinc. Therefore, the total dollar amount assumed by iLinc shall not exceed the fixed sum of Two Million One Hundred Fourteen Thousand Five Hundred Ninety-Six and 00/100 Dollars ($2,114,596) plus the Post Closing Amounts (if any). The parties further agree that iLinc is free to assume negotiate a reduction in the amount due to the creditor. If a reduction and discharge ------------------------- full release from the creditor is obtained then the balance not paid by iLinc (i.e., the savings) shall not be reallocated to other creditors nor refunded to Glyphics except as specifically provided in Sections 1.5(a) and 1.5(b) of the Asset Purchase Agreement, but shall be extinguished as a liability of iLinc. Furthermore, the parties understand that as part of these negotiations, iLinc may, as a matter of negotiation strategy, decide to delay payment, and this delay could result in additional charges, expenses, fees, or costs (including court costs and attorneys fees) to accrue. Therefore, iLinc shall have forty five (45) days after the Effective Date (the "Negotiation Period") to either tender acknowledgement to the creditor of the promise to pay the full amount of the liability shown on Exhibit "A" or continue to negotiate settlement. Should the creditor accept the amount reflected on Exhibit "A" and should iLinc have paid such amounts when and as agreed with the creditor, then iLinc will obtain from the creditor an acknowledgement and/or release of full and final payment of all debtssums due, liabilities and obligations of Seller arising with respect thereafter will not be responsible for any additional amounts. However, should the creditor refuse to periods subsequent accept the amount tendered by iLinc and iLinc continue to attempt to negotiate further reduction in the liability, then iLinc will be responsible for any additional charges, expenses, fees, or costs (including court costs and attorneys fees) that may accrue after the Closing Date and as a direct result of that continued negotiation (the "Post Closing Amounts"), which Post Closing Amounts shall not be subject to indemnification of iLinc by Glyphics pursuant to Section 10.1(c)(i) of the Asset Purchase Agreement. Further, should iLinc tender the amount shown on Exhibit "A" within the Negotiation Period, and the creditor not accept such amount in full payment, then iLinc will have no liability for any amount in excess of the amount reflected on Exhibit "A" to either the creditor or Glyphics (except for the charges accruing from the "Ongoing Liabilities" defined hereinafter). Furthermore, should additional creditors of Glyphics make a claim against iLinc in excess of the amount shown on Exhibit "A", or should other creditors of Glyphics not listed on Exhibit "A" attempt to make a claim against the Purchased Assets or against iLinc, then iLinc shall have no such liability to Glyphics or the creditor for such excess amount ("the Excess Liability"). Should iLinc become obligated to make payment to any creditor of Glyphics not included in Exhibit "A" or be required to make any Excess Liability payments, including in order to protect against a lien upon the Purchased Assets, then the amount of the obligation shall be an indemnity claim under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant Agreement, and may be recovered by iLinc from any payments due to Paragraph 4(b) hereof; provided, however, that Buyer Glyphics or from the Escrow Shares in the manner provided in Section 10 of the Asset Purchase Agreement. Ilinc shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included obligated or required to pay any additional amount owed to any creditor unless such creditor shall have received a judgment to that effect and such judgment shall not have been obtained against iLinc by default. No determination by iLinc to negotiate with any creditor shall result in the assets decrease of shares to be assumed by Buyer hereunder. Buyer hereby agrees paid over to indemnify the Shareholders of Glyphics and to hold iLinc indemnifies and holds harmless from Glyphics and its shareholders for any claim made against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising of them by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating creditor with whom Glyphics has determined to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyernegotiate. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising4.

Assumption of Liabilities. In accordance with the provisions of the Assignment and Assumption Agreement (as hereinafter defined) Buyer shall agree assume, pay, perform in accordance with their terms or otherwise satisfy, from and after the Closing Date only the following obligations and liabilities (the "Assumed Liabilities"): (i) those liabilities of Sellers reflected as "Current Liabilities" on the Closing Balance Sheet, which does not include: (A) current liabilities and obligations with respect to assume and discharge ------------------------- all debtsthe Excluded Assets, (B) liabilities and obligations of Seller Sellers incurred in connection with the payment of legal, accounting, investment banking and other fees and expenses incurred by Sellers in connection with the transactions contemplated by this Agreement (including without limitation any fee described in Sections 4.22 and 13.03 hereto) (collectively, "Fees"). (C) the current portion of the Comerica Debt, (D) those liabilities of Sellers arising with respect from any severance obligations to periods subsequent Excluded Employees (as hereinafter defined) and (E) the current portion of any liabilities and obligations specifically retained by Sellers in this Agreement (the liabilities referenced in clauses (A) through (E) of this Section 1.04 being herein referred to as the Closing Date "Retained Liabilities") and (ii) obligations and liabilities arising under any franchisethe Permits, licenseContracts (excluding those described in Section 4.10(a)(xvi)), permit, lease, instrument or agreement transferred the Real Property Leases and the Personal Property Leases to be assigned to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereofSection 1.01 and the UK Leases and the other obligations and liabilities arising from the UK Assets to be assigned to Buyer in Section 1.02; provided, however, that Buyer shall not assume any liabilities or obligations of Sellers with respect to the -------- ------- Additional Agreements until Seller has obtained Comerica Debt. For further clarity and for the approval avoidance of doubt, Buyer and Sellers agree that any liability incurred by Buyers (including any liability, obligation, or the parties granting the Additional Agreements to Seller's transfer costs of the Additional Agreements to Buyerdefense, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against respect of any and all damages, costs, claims and expenses (the "Indemnifiable Claims"resulting litigation) arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating a breach by Sellers of their obligations under any Permits or to any period before Seller has obtained its vendors, customers or the approval other parties to such Contracts, Real Property Leases, Personal Property Leases and UK Leases arising out of a breach of the parties granting the Additional Agreements to Seller's transfer representations and warranties of the Additional Agreements to Buyer. Anything Sellers contained in Article IV hereof shall constitute Damages (as herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (adefined) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made Buyer shall be entitled to indemnification pursuant to Paragraph 4(b) Article XI hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising.

Assumption of Liabilities. As of the Effective Time, Buyer shall agree assume, and be deemed to assume and discharge ------------------------- have assumed, the following liabilities (the “Assumed Liabilities”): (i) all debts, liabilities and obligations of Seller arising with respect to periods subsequent (including, without limitation, those for which Seller and Syratech may be jointly and/or severally liable) under the Contracts, but only to the Closing Date under extent that such liabilities and obligations arise out of actions or events occurring after the Effective Time (and not as a result of any franchiseaction or inaction of Seller or Syratech before the Effective Time); (ii) all product warranty obligations of Seller or Syratech to consumers for repair or replacement of Farberware products sold with a warranty, license, permit, lease, instrument either designated as a “Lifetime Warranty,” “Limited Warranty,” or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge as a “Warranty” generally; (iii) all obligations of Seller or Syratech arising under the Settlement Agreement, dated February 3, 1997, by and among Old Farberware, U.S. Industries, Seller, Syratech and LHC relating to the extent that fulfillment of warranty obligations; (iv) all obligations of Seller or Syratech arising under the Purchase Price is reduced pursuant Contracts, relating to Paragraph 4(bthe fulfillment of warranty obligations; and (v) hereof; all obligations of Seller or Syratech arising under all product liability claims related to the Farberware Business (x) brought after the Effective Time and (y) arising out of actions or events occurring prior to the Effective Time, provided, however, that for each such claim Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval be responsible only for that portion of the parties granting amount payable (with respect to the Additional Agreements final settlement of such claim) that is less than the retention amount (self-insured portion) on Syratech’s applicable insurance policy or policies under which coverage could be provided for such claim. The Assumed Liabilities shall not include Liabilities (as defined below) arising from an actual breach by Seller of (i) any Contracts prior to the Effective Time, or (ii) any of Seller's transfer ’s or Syratech’s representations, warranties or covenants under this Agreement. For purposes of this Agreement, the Additional Agreements to Buyerterm “Liabilities” shall mean any liability, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damagesclaim, demand, expense, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability damage, deficiency, commitment, obligation or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereofresponsibility, (b) out of any debtknown or unknown, liability direct or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyerindirect, and (c) any debtfixed or variable, liability liquidated or obligation of Seller not expressly assumed hereunderunliquidated, whenever arisingsecured or unsecured, accrued, absolute, contingent or otherwise.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- Assignee hereby assumes all debtsof the duties, liabilities and obligations of Seller WEO arising with respect from and after the date hereof which relate to periods subsequent (i) the WEO Operating Contracts or the WEO Operating Assets and (ii) work performed on Projects pursuant to Development Management Agreements after the date hereof, and shall include (a) those duties, liabilities and obligations relating to any Development Management Agreements (and the provision of leasing services pursuant to Section 4.3 of the WEO Agreement) arising from and after the date hereof (b) those duties, liabilities and obligations arising from or on account of (x) the employment by WEO or its Subsidiaries of any employees or individuals serving as independent contractors acting in a manner comparable to that of individual employees, or (y) other matters relating to the Closing Date under any franchise, license, permit, lease, instrument relationship of individuals (who performed work for WEO or agreement transferred to Buyer hereunder andits Subsidiaries in the WEO offices) with WEO or its Subsidiaries (including, with respect to periods (x) and (y), sexual harassment (except harassment by an individual whose knowledge is attributed to EOP under Section 13.9 of the Separation Agreement), wrongful termination claims, employment discrimination claims, refusal to hire claims, claims related to pension or profit sharing issues, vacation time, sick pay, employment conditions or any other claims or causes of action a person may have on account of being an employee or independent contractor), whether arising before, on or after the date hereof, (c) all of the duties, liabilities and obligations of Assignor under the WEO Operating Contracts arising from and after the date hereof, (d) liabilities incurred by WEO in the ordinary course of business (including liabilities to vendors) other than under Project Contracts whether arising before on or after the date hereof; and shall not include (i) those duties, liabilities and obligations of WEO that directly or indirectly relate to or arise from the rights, duties or obligations of WEO as a direct or indirect member and/or manager of the Project Entities or of the Owners, or (ii) those duties, liabilities and obligations to Wxxxxx, EOP or any of such parties’ affiliates arising or accruing under the WEO Agreement (other than the provision of leasing services pursuant to Section 4.3 of the WEO Agreement), or (iii) liabilities and obligations arising from any development management, property management or leasing services provided by WEO arising prior to and including the Closing Date, to assume and discharge all obligations of Seller date hereof or (iv) any liability or obligation to the extent that covered by valid and collectible insurance available to WEO or Affiliates, or (v) development management services regarding the Purchase Price is reduced pursuant to Paragraph 4(bprojects commonly known as “Gap,” “Seaport” and “Parkside,” or (vi) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") tort liabilities or governmental fines or penalties arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability facts or obligation arising with respect to periods circumstances occurring prior to the Closing Date for which no reduction of date hereof. The liabilities assumed by Assignee under this Section 3 are referred to as the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising“Assumed Liabilities”.

Assumption of Liabilities. As additional consideration hereunder, from and after the Closing Date Buyer shall agree to assume and discharge ------------------------- all debtsthe Assumed Liabilities. Except as provided in the preceding sentence, liabilities and obligations notwithstanding anything else to the contrary contained herein, Buyer is not assuming and shall not be liable for any Liabilities of Seller, including, without limitation, any Liabilities (i) under Contracts which shall not have been assigned to Buyer pursuant to this Agreement; (ii) for indebtedness for borrowed money; (iii) by reason of or arising out of any default or breach by Seller of any Contract, for any penalty against Seller under any Contract, or relating to or arising out of any event which with the passage of time or after giving of notice, or both, would constitute or give rise to such a breach, default or penalty, whether or not such Contract is being assigned to and assumed by Buyer pursuant to this Agreement; (iv) the existence of which would conflict with or constitute a breach of any representation, warranty or agreement of Seller contained herein; (v) relating to or in any way arising out of the Excluded Assets; (vi) for Seller's expenses referred to in Section 11.6 hereof; (vii) to any stockholder or Affiliate of Seller or to any present or former employee, officer or director of Seller, including, without limitation, any bonuses, any termination or severance pay related to the transfer of employees to Buyer in connection with respect the transactions contemplated hereby, and any post retirement medical benefits or other compensation or benefits; (viii) relating to periods subsequent the execution, delivery and consummation of this Agreement and the transactions contemplated hereby, including, without limitation, any and all Taxes incurred as a result of the sale contemplated by this Agreement; (ix) for any Taxes accrued or incurred prior to the Closing Date under or relating to any franchiseperiod (or portion of a period) prior thereto; (x) relating to or arising out of any environmental matter, licenseincluding, permitwithout limitation, leaseany violation of any Environmental Law or any other law relating to health and safety of the public or the employees of Seller; (xi) relating to, instrument or agreement transferred to Buyer hereunder andarising out of, with respect to periods products manufactured or services rendered by Seller, or the conduct or operation of the business of Seller, prior to and including the Closing Date, to assume ; and discharge all obligations (xii) of Seller to the extent that the Purchase Price is reduced arising under or pursuant to Paragraph 4(b) hereofthis Agreement; provided, howeverand provided further, that Buyer shall have the right not to assume the -------- ------- Additional Agreements until Seller has obtained the approval any Contract if any party to such Contract is in breach thereof or default thereunder as of the parties granting Closing Date or there has occurred any event which with the Additional Agreements to Seller's transfer passage of the Additional Agreements to Buyertime or after giving of notice, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunderor both, would become such a breach or default. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from assume or be bound by any ------- Indemnifiable Claims arising under Additional Agreements Liabilities of Seller, except as a result of actions relating expressly assumed by it pursuant to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyerthis Agreement. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, against any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation Liabilities of Seller not expressly agreed to be assumed hereunderby Buyer pursuant to this Agreement. Nothing contained in this Section 2.5 shall relieve or release Seller from any obligations under covenants, whenever arisingwarranties or agreements contained in this Agreement.

Assumption of Liabilities. Buyer Upon the terms and subject to the ------------------------- conditions of this Agreement, in reliance on the representations, warranties and agreements of Sellers contained herein, and in consideration of the sale of the Acquired Assets referred to in Section 1.2 hereof, Purchaser shall agree to on the date of the Closing, without any further responsibility or liability of Sellers or each of their past and present affiliates and their successors and assigns and each of their officers, directors, employees and agents, shareholders, partners, principals, directors and members (the "Seller Representatives"), absolutely and irrevocably assume and discharge ------------------------- all debtsbe solely liable and responsible for only those specific obligations and liabilities of Sellers arising from and in connection with the Acquired Assets or the operation of the Network or of TSM from and after the date of Closing, and the liabilities and obligations set forth on Schedule 1.4 hereto and no others, (the "Assumed Liabilities"). It is not the intention of Seller arising either Purchaser or Sellers that the assumption by Purchaser of the Assumed Liabilities shall in any way enlarge the rights of third persons under any agreements or arrangements with Purchaser or Sellers. Nothing contained herein shall in any way prevent Purchaser from contesting in good faith any of the Assumed Liabilities with any third person obligee; provided that no contestation shall relieve Purchaser of its obligations hereunder to Sellers with respect thereto. Sellers acknowledge and agree that the only liabilities of Sellers assumed by Purchaser are the Assumed Liabilities and that all other liabilities of Sellers and TSM are not being assumed by Purchaser and are being retained as a liability of Sellers, regardless of any limitation, qualifications or disclosure that may be made in any representations or warranties herein with respect to periods subsequent to the subject matter of such liabilities and any liens, claims, charges or encumbrances of any kind for taxes or other governmental claims existing at the date of Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable ClaimsRetained Liabilities") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising).

Assumption of Liabilities. The only obligations and liabilities to be assumed by the Buyer in connection with its acquisition of the Transferred Assets (the "Assumed Liabilities") are the obligations and liabilities specifically listed on SCHEDULE 1.3 and obligations and liabilities arising from the operation of the Business after the Effective Date, including obligations under executory contracts listed on SCHEDULE 1.3 arising from the operation of the Business after the Effective Date (provided such contracts are not in default and are assigned in writing by the Seller with the written consent of the other party or parties thereto, if necessary, and are delivered to the Buyer on or prior to the Effective Date). The Buyer shall agree assume such obligations and liabilities pursuant to assume the Assignment and discharge ------------------------- Assumption Agreement substantially in the form of EXHIBIT B and the Sublease Agreement substantially in the form of EXHIBIT C. The Seller shall remain liable for the payment of all debts, other liabilities and obligations which accrue prior or subsequent to the Effective Date. Except for the Assumed Liabilities in the amount and to the extent provided in this Section 1.3, the Buyer shall not assume or be responsible for any other liabilities or obligations which relate in any manner to the operation of the Business prior to the Effective Date, and the Seller arising shall indemnify, defend, and hold the Buyer harmless from all of such obligations and liabilities as set forth in Section 9.2 below. Operating expenses, including without limitation rent payable under real estate and equipment leases, staff commissions, unpaid vacation and holiday pay and rebates to customers for which bills are received or payment became due after the Effective Date with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods both prior to and including after the Closing Date, Effective Date will be allocated to assume each of the Seller and discharge all obligations of Seller the Buyer on a pro-rata basis according to the extent that ratio of pre-Effective Time days to post-Effective Time days; promptly upon receipt of notice from the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein amounts so allocated to the contrary notwithstandingSeller, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims shall remit full payment therefor to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising.

Assumption of Liabilities. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall assume and agree to perform, pay or discharge the liabilities and obligations of the Seller and the Company related to the Business set forth on Schedule 1.5 including all liabilities associated with the Contracts and all accounts payable set forth on the Adjusted Closing Date Balance Sheet (as defined below) (the "Assumed Liabilities"). Except as set forth in this Section 1.5, Buyer shall not assume or be responsible for any liabilities or obligations of Seller or the Company. Following the Closing, Seller shall perform, pay or discharge all liabilities and discharge ------------------------- obligations relating to the Business, other than the Assumed Liabilities, that arose or relate to events occurring prior to the Closing, including (i) all debts, claims relating to products sold or distributed by the Company prior to the Closing Date with the exception of warranty repairs in the ordinary course of business and (ii) all liabilities and obligations of Seller arising with respect or the Company to periods subsequent to the Closing Date employees, agents, representatives or similar persons under any franchiseoral or written agreement, licensearrangement, permitbenefit plan, leaseinsurance policy or other program except as provided in the Transfer of Undertakings (Protection of Employment) Regulations 1981, instrument or agreement transferred to Buyer hereunder andas amended. Other than the Assumed Liabilities, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed continue to be included in responsible for all debts payable by and claims outstanding against the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") Business at Closing or arising by reason of anything done or omitted to be done prior to Closing including all moneys, wages (including accrued holiday pay), taxes, rent and other expenses accrued as at Closing or in respect of any deed, matter, act or thing done or occurring up to that time, and, other than the ownershipAssumed Liabilities, operation this Agreement shall not operate to transfer to the Buyer or control shall be construed as an acceptance by the Buyer or shall make the Buyer liable for any debts, liabilities or obligations in respect of any assets of the System after business not purchased by the Buyer or in respect or anything done or omitted to be done before Closing Date; providedin the course of or in connection with the Business or otherwise in respect of any asset of the Business not transferred under this Agreement. All amounts payable or receivable in respect of the Business which are of a periodical nature including rents, -------- howeverrates, that Buyer shall not indemnify insurance premiums, petrol, gas, water, electricity and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions telephone charges, royalties and other outgoings or receipts relating to any period before the Business shall (unless otherwise expressly agreed) be apportioned between the Seller has obtained and the approval of Buyer as at Closing on the parties granting the Additional Agreements day to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingday basis.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including On the Closing Date, to Buyer shall assume the liabilities which accrue under the Contracts on and discharge all obligations after the closing of Seller to the extent that transactions contemplated herein (the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided"Closing"), however, that and the liabilities which result from the operation of the Stations by Buyer after Closing. Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval or undertake to pay, satisfy or discharge any other liabilities, obligations, commitments or responsibilities of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be including, without limitation, (i) any obligations or liabilities under any contract, agreement or lease not included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against Contracts, (ii) any and all damages, costs, claims and expenses (obligations or liabilities under the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions Contracts relating to any the period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date except for which no reduction those obligations or liabilities arising out of the Purchase Price has been made Trade Agreements or Barter Agreements assumed by Buyer and subject to adjustment pursuant to Paragraph 4(b) hereofArticle IV, (biii) any obligations or liabilities relating to or arising out of any debtclaims or pending litigation proceedings, liability (iv) any obligations or obligation arising liabilities of Seller under any agreement or arrangement, written or oral, with salaried or non-salaried employees of the Stations, other than those obligations or liabilities of Seller under the Additional Agreements arising employment agreements set forth on Schedule 1.3 and agreements or arrangements with employees of the Stations that Buyer has identified pursuant to Section 8.10(b) as a result of actions relating agreements or arrangements that Buyer will assume from Seller and provided further, that Buyer actually hires such employees pursuant to such agreements or arrangements (as opposed to entering into new employee agreements or arrangements with such employees), (v) any Employee Plan and (vi) any obligations or liabilities to any period before Seller has obtained the approval employee of the Stations for accrued commissions, vacation time or sick leave, and all such obligations and liabilities shall remain and be the obligations and liabilities of Seller. If any Contract requires the consent of third parties granting for assignment, but (i) such consent has not been obtained as of the Additional Agreements Closing Date, as required by Section 9.2.7, and (ii) in the case of Material Contracts, Buyer waives such condition precedent to the Closing in its sole discretion, then Buyer shall assume Seller's transfer of obligations under such Contract only for the Additional Agreements period after Closing during which Buyer receives the benefits to which Seller is currently entitled under such Contract (unless consent is subsequently obtained and such delay has not prejudiced Buyer, and (c) any debt, liability or obligation unless the failure of Seller not expressly assumed hereunder, whenever arisingBuyer to receive benefits under such Contract is due to Buyer's failure to perform Seller's obligations thereunder after Closing).

Assumption of Liabilities. Buyer Subject to the terms and conditions of this Agreement, at and as of the Effective Time, the Purchaser shall assume and agree to assume pay, perform, discharge and discharge ------------------------- satisfy when due only the following Liabilities: (i) Liabilities under any of the Assigned Contracts, other than Cure Payments for which Seller is responsible as provided in this Agreement, which are assigned to Purchaser hereunder, (ii) the Assumed Operating Liabilities, (iii) obligations to honor tickets for future cruises on the Vessels which have been issued in accordance with the provisions of SECTION 5.1(K) and (iv) as partial consideration for the American Queen Assets, all debts, liabilities and obligations of Seller arising with respect to periods subsequent Liabilities related to the Closing Date outstanding Title XI Debt (collectively, the "ASSUMED LIABILITIES"). Purchaser's assumption of the Title XI Debt shall be on terms to be negotiated between Purchaser and MARAD. Sellers shall be solely responsible for the payment of any Cure Payments due under the Assigned Contracts up to an aggregate amount of $50,000. The estimated Cure Payments due under the Assigned Contracts are set forth on SCHEDULE 5.1(H) (the "TARGETED CURE PAYMENTS"). Notwithstanding the foregoing, in the event Purchaser elects to include any franchiseof Sellers' pension plans, licensethe Oracle Contract, permitthe Union Contract or any credit card contracts among the Assigned Contracts, leasePurchaser shall be solely responsible for all Cure Payments relating thereto. In the event that (A) on or before May 17, instrument 2002, Sellers or agreement transferred Purchaser discover any Contract which Purchaser desires to Buyer hereunder andhave assigned to it and which should have been, but was not, listed on SCHEDULE 5.1(H) (an "Omitted Contract") or (B) any Targeted Cure Payments reflected on SCHEDULE 5.1(H) are less than the actual Cure Payments for any such Contract, then Purchaser shall provide prompt written notice thereof to Sellers with a request that Sellers make any or all Excess Cure Payments in respect thereof. Seller may in its sole discretion elect to periods prior make all or any portion of the Excess Cure Payments. In the event Sellers elect not to make all or any portion of such Excess Cure Payments, Sellers shall provide written notice thereof to Purchaser, and Purchaser may elect to either (x) pay the Excess Cure Payments, in which case, the affected Contract shall be assigned to and including the Closing Dateassumed by Purchaser, to (y) remove such Contract from SCHEDULE 2.3 and not assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced such Contract at Closing, or (z) terminate this Agreement pursuant to Paragraph 4(bSECTION 10.1(I); PROVIDED, HOWEVER, if Purchaser fails to exercise such removal or termination right within the earlier to occur of (A) hereof; providedfive (5) business days of Purchaser's receipt of Sellers' notice regarding its election not to pay the Excess Cure Payments, howeveror (B) the Closing, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements Purchaser shall be deemed to be included have waived its removal or termination rights under this SECTION 2.3, as to that or those Contracts identified in Purchaser's notice to Sellers, except as provided in the assets next succeeding sentence. Subject to the preceding sentence and Purchaser's right to elect to assume any Omitted Contract, attached hereto as SCHEDULE 2.3 is a written list of all Contracts to be assumed by Buyer hereunderdesignated as Assigned Contracts which list shall be final and binding upon Purchaser and Sellers. Buyer hereby agrees Notwithstanding any other provision of this Agreement, Sellers' obligations to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer pay Cure Payments shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained exceed $50,000 in the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingaggregate.

Assumption of Liabilities. Upon the terms and subject to the ------------------------- conditions set forth in this Agreement, Buyer shall agree to assume only the obligations and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent and Affiliate relating to the Closing Date Business that arose in the ordinary course of business, including without limitation all obligations and liabilities under any franchisethe Seller Stock Option Plan (as defined in Section 1.6) (collectively, licensethe "Assumed Liabilities"), permit, lease, instrument other than obligations and ------------------- liabilities (a) relating to Taxes arising or agreement transferred to Buyer hereunder and, with respect to periods prior to and including accruing through the Closing Date, to assume and discharge all obligations including without limitation any income taxes, sales or other taxes imposed on Seller, Affiliate or Parent as a result of Seller the transactions contemplated hereby, (b) relating to the extent that Existing Business, (c) relating to any financial obligations, liabilities or debts of any nature (matured or unmatured, fixed or contingent) not set forth on the Purchase Price is reduced pursuant Seller Balance Sheet (as defined in Section 2.6 hereof), (d) arising from claims, demands, actions, or causes of action relating to Paragraph 4(bevents occurring prior to the Closing Date, (e) hereof; providedarising from or related to the employment by Seller of any of the individuals listed on Schedule 2.16 of ------------- the Seller Disclosure Schedule, howeverincluding without limitation any wages, that vacation benefits or pay, holiday pay, sick day pay, severance benefits or other employee benefits, or (f) as set forth on Schedule 1.2 of the Seller Disclosure Schedule ------------ (such obligations and liabilities set forth in clauses (a), (b), (c), (d), (e) and (f) above being referred to collectively as the "Excluded Liabilities"). -------------------- Buyer shall not assume any obligations or liabilities of Seller, Affiliate or Parent or relating to the -------- ------- Additional Agreements until Business or Assets except for those obligations and liabilities that Buyer expressly assumes pursuant to this Section 1.2, and Seller has obtained or Affiliate shall retain those obligations and liabilities of Seller or Affiliate or relating to the approval Business or Assets that are not Assumed Liabilities and shall pay, discharge or otherwise satisfy such obligations and liabilities so retained. Other than the Assumed Liabilities, Buyer shall not assume or guarantee, or be responsible in any way for, and neither Buyer nor any of the parties granting the Additional Agreements to Seller's transfer its affiliates, directors, employees, stockholders or agents of the Additional Agreements to Buyer, whereupon the Additional Agreements Buyer shall be deemed to be included in the assets have assumed or guaranteed, or to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against responsible in any and all damagesway for, costs, claims and expenses (the "Indemnifiable Claims") arising by reason any obligations or liabilities of the ownership, operation Seller or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions Affiliate or relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstandingBusiness or Assets, there is hereby excluded from the assumed obligationswhether such obligations or liabilities are direct or indirect, and Seller hereby agrees to retain and dischargeaccrued or fixed, and to indemnify and hold Buyer harmless from and againstabsolute or contingent, any and all Indemnifiable Claims to the extent they arise (a) out of any debtmatured or unmatured, liability determined or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability undetermined or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingotherwise.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations of Seller arising Except with respect to periods subsequent any liabilities that transfer to Purchaser pursuant to Applicable Law or as otherwise specifically provided in this Article VI, effective as of the Closing, Seller and the Seller Subsidiaries shall retain sole liability and responsibility for all employment and employee benefits-related liabilities, obligations, claims and losses incurred, or arising out of a period ending, on or prior to the Closing Date under that relate to the Business Employees (or any franchisedependent or beneficiary of any Business Employee). Except as specifically provided in this Agreement, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including effective as of the date following the Closing Date, to (i) Purchaser shall assume and discharge be solely responsible for all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedemployment and employee benefits-related liabilities, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costsobligations, claims and expenses (losses that are incurred and payable on or after the "Indemnifiable Claims") arising by reason Closing, which liabilities, obligations, claims and losses are incurred or arise out of a period ending on or after the ownership, operation or control of the System after Closing Date; provided, -------- however, and that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating relate to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, Transferred Employee (or any and all Indemnifiable Claims to the extent they arise (a) out dependent or beneficiary of any debtTransferred Employee), (ii) Seller and the Seller Subsidiaries shall have no liability or obligation arising with respect to periods any Transferred Employee (or any dependent or beneficiary of any Transferred Employee) that relates to such Transferred Employee’s employment with Purchaser or any of its affiliates, (iii) except with respect to any liabilities that transfer to Purchaser pursuant to Applicable Law or as otherwise specifically provided in this Article VI, neither Purchaser nor any of its affiliates shall have any liability or responsibility for any employment and employee benefits-related liabilities, obligations, claims and losses incurred, or arising out of a period ending, prior to the Closing Date for which no reduction of that relate to the Purchase Price has been made pursuant to Paragraph 4(b) hereof, Business Employees (b) out or any dependent or beneficiary of any debtBusiness Employee). For the avoidance of doubt, provided that Purchaser complies with all its obligations under this Agreement and except as required by Applicable Law, Purchaser and its affiliates shall have no liability or obligation arising under the Additional Agreements arising as a result of actions relating to whatsoever for Business Employees who do not become Transferred Employees or for any period before Seller has obtained the approval former employees of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and Business (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingtheir beneficiaries or dependents).

Assumption of Liabilities. Buyer Subject to the terms and conditions of this ------------------------- Agreement, at the Closing, Purchaser shall assume and agree to assume and perform, pay or discharge ------------------------- all debts, (a) those specifically identified liabilities and obligations of Seller arising with respect the Company to periods subsequent the extent set forth on the proforma combined balance sheet (the "Balance Sheet") of the Company and ULR dated May 31, 2001 set forth in Section 1.2(a) of the Disclosure Schedule (the "Balance Sheet Date") which have not been discharged as of the Closing (the Balance Sheet), (b) those current liabilities and obligations incurred from the Balance Sheet Date to the Closing Date under any franchisein the Ordinary Course of Business which have not been discharged at Closing, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to (c) all of the Company's liabilities and including obligations arising following the Closing DateDate pursuant to those leases, to assume contracts, agreements and discharge instruments set forth on Section 1.2(b) of the Disclosure Schedule, and (d) all of the Company's liabilities and obligations of Seller arising following the Closing Date under the Ashland Agreement (except to the extent that a Purchaser Indemnified Party has a valid claim for indemnification against the Purchase Price is reduced Company for the matter for which the Company's liability thereunder arises), except in each case for liabilities and obligations to the extent attributable to the Company's default or delinquency thereunder (collectively, the "Assumed Liabilities"), pursuant to Paragraph 4(bthe Assumption Agreement, substantially in the form of Exhibit B hereto (the "Assumption Agreement"); provided that, (a) hereof; providedthe Purchaser shall only assume those liabilities and obligations which are specifically set forth on the Closing Statement prepared pursuant to Section 1.3, howeveror which are otherwise Assumed Liabilities and are of a nature that they cannot be reflected on a balance sheet prepared in accordance with GAAP (as defined below) and (b) the Assumed Liabilities shall not in any event exceed $3,500,000 in the aggregate. Except as expressly provided in this Agreement, that Buyer Purchaser shall not assume or be responsible for any Excluded Liabilities (as defined in Section 11.2 hereof). Following the -------- ------- Additional Agreements until Seller has obtained Closing, the approval of Company shall timely perform, pay or discharge all liabilities and obligations relating to the parties granting Business, other than the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- howeverAssumed Liabilities, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating arose or relate to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods events occurring prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingClosing.

Assumption of Liabilities. Buyer In addition to the issuance of the Shares, as additional consideration for the contribution of the Contributed Assets and in reliance upon the representations, warranties and agreements set forth herein, Crown shall agree assume all the liabilities of Dreamwind (other than the Retained Liabilities (defined below) arising from the operation of the Contributed Assets (collectively, the "Assumed Liabilities"); together with those liabilities set forth on Schedule 1.3. Such Assumed Liabilities shall include without limitation, all trade accounts payable of the Contributed Assets, all accrued liabilities of Dreamwind relating to assume the Contributed Assets; all indebtedness and discharge ------------------------- indebtedness for borrowed money of Dreamwind relating to the Contributed Assets; all debtsof the obligations and liabilities of Dreamwind arising on or after the Closing Date pursuant to the terms of any Contract, all liabilities relating to any employees of Dreamwind now or hereafter transferred to Crown in connection with the Contributed Assets. Retained Liabilities. Crown does not assume, and shall not at any time hereafter (including on or after the Closing Date) become liable for, any liabilities of Dreamwind or any of its affiliates, other than the Assumed Liabilities (the "Retained Liabilities"). For the avoidance of doubt, the Retained Liabilities including, but are not limited to, the following: (a) any liability whether presently in existence or arising hereafter which is attributable to a Retained Asset; (b) any liability the existence of which constitutes a breach of any representation or warranty by Dreamwind hereunder; (c) any liability whether currently in existence or arising hereafter relating to fees, commissions or expenses owed to any broker, finder, investment banker, attorney or other intermediary or advisor employed by Dreamwind or any of its affiliates in connection with the transactions contemplated hereby or otherwise; (d) any liability, whether currently in existence or arising hereafter, owed by Dreamwind to the members of Dreamwind or any of their respective associates or affiliates; (e) all liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date Dreamwind under this Agreement and any franchise, license, permit, lease, instrument or other agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included entered into in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, connection herewith and (cf) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingthose liabilities described as Retained Liabilities on Schedule 1.2.

Assumption of Liabilities. Buyer shall Effective as of the date hereof, the TWI Assignee will absolutely and irrevocably assume and agree to assume be liable and discharge ------------------------- responsible to pay when due, perform and discharge, all debtsthe TWI Assumed Liabilities (except to the extent such TWI Assumed Liabilities are Liabilities of a TWI Transferred Subsidiary, liabilities in which case such TWI Transferred Subsidiary shall retain such TWI Assumed Liabilities), in accordance with their respective terms, as separately evidenced by a Bxxx of Sale and obligations Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A. The TWI Assignee shall be responsible for all TWI Assumed Liabilities (except to the extent such TWI Assumed Liabilities are Liabilities of Seller arising with respect to periods a TWI Transferred Subsidiary, in which case such TWI Transferred Subsidiary shall be responsible for such TWI Assumed Liabilities), regardless of when or where such TWI Assumed Liabilities arose or arise, or whether the facts on which they are based occurred prior to, on or subsequent to the Closing Date under any franchisedate hereof, license, permit, lease, instrument regardless of where or agreement transferred to Buyer hereunder and, with respect to periods against whom such Liabilities are asserted or determined or whether asserted or determined prior to the date hereof, and including the Closing Dateregardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation or any other cause by a Member of any Group or any of their respective Subsidiaries, directors, officers, employees or agents or Affiliates. The TWI Assignee hereby agrees (and shall cause each TWI Transferred Subsidiary) to assume and discharge be bound by all obligations of Seller the TWI Partners in accordance with Section 8.4(h)(v) of the Partnership Agreement, and the TWI Partners agree to be jointly and severally liable with the extent that TWI Assignee and each TWI Transferred Subsidiary for their obligations under the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer Dissolution Documents. The TWI Assumed Liabilities shall not assume include the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingTWI Excluded Taxes.

Assumption of Liabilities. Buyer shall agree to assume On and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent subject to the Closing Date under any franchiseterms and conditions of this Agreement, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to from and including after the Closing Date, to Buyer shall assume and undertake to pay, discharge all and perform when due solely the obligations and Liabilities of Seller the Sellers under the Purchased Licenses and Assumed Contracts that arise from and after the Closing (other than by virtue of a breach, default or violation of any Assumed Contract occurring at or prior to the extent that Closing) and relate to periods from and after the Purchase Price is reduced pursuant Closing and are by their terms to Paragraph 4(b) hereof; providedbe observed, howeverpaid, that discharged, and performed as the case may be, from and after the Closing Date (the “Assumed Liabilities”). Notwithstanding anything to the contrary in this Agreement, Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval or otherwise be responsible for any obligations or Liabilities of the parties granting the Additional Agreements to Seller's transfer Sellers or any Affiliate of the Additional Agreements to BuyerSellers of whatever nature, whereupon the Additional Agreements shall be deemed to be included whether presently in existence or arising hereafter, that are not Assumed Liabilities specifically set forth in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify preceding sentence, including, without limitation: (i) any Liabilities under any Contract that is not an Assumed Contract, (ii) any Liabilities under the Assumed Contracts and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions Purchased Licenses relating to any the period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date Date, (iii) any Action relating to the Stations and the Purchased Assets prior to the Closing, (iv) any Liabilities of any Seller arising under capitalized leases, financing arrangements or indebtedness, (v) any Liabilities of any Seller under any employee pension, retirement, health and welfare or other benefit plan or collective bargaining agreement and any Liabilities arising from any alleged or actual misclassification of employees or independent contractors, (vi) any obligation to any employee or independent contractor of any Seller for which no reduction severance, retention, performance or stay bonus, benefits, vacation time, sick leave accrued or any other compensation payable in connection with the consummation of the Purchase Price has been made pursuant transactions contemplated by this Agreement or otherwise due and payable on or prior to Paragraph 4(b) hereofthe Closing, (bvii) any Liability under or with respect to any Governmental Order to be discharged prior to the Closing, (viii) any Tax Liability of a Seller or (ix) any Liability relating to or arising out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting Excluded Assets (the Additional Agreements to Seller's transfer of Liabilities listed in Clauses (i) through (ix) above and any other Liability that is not an Assumed Liability, collectively, the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising“Excluded Liabilities”).

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations Effective as of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to the Assignee will assume and discharge all obligations agree to pay, perform and discharge, as and when due, and indemnify and hold the Assignor harmless from and against, (i) each liability listed in Schedule 1.3, (ii) each obligation of Seller the Assignor to be performed after the Closing Date with respect to the Transferred Assets and the Assigned Contracts and (iii) each other liability of the Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the Purchase Price is reduced pursuant to Paragraph 4(bactions of the Assignee (or any of the Assignee's affiliates (other than the Assignor), representatives or agents) hereof; providedafter the Closing Date (collectively, however, that Buyer the "Assumed Liabilities"). The Assignee shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of the parties granting Assignor other than the Additional Agreements Assumed Liabilities (whether or not related to Seller's transfer of the Additional Agreements to BuyerTransferred Assets or Business) (collectively, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable ClaimsExcluded Liabilities") arising by reason of the ownership), operation or control of the System after Closing Date; provided, -------- however, that Buyer and shall not indemnify and hold harmless Seller from be obligated for any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions other claim, loss or liability relating to any period before Seller has obtained act, omission or breach by the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein Assignor with respect to the contrary notwithstandingBusiness, there is hereby excluded from the assumed obligationsTransferred Assets or the Assigned Contracts, for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignor shall remain obligated to pay, perform and Seller hereby agrees to retain and discharge, discharge and to indemnify and hold Buyer the Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from and againstthe matters described in the prospectus attached hereto (the "Prospectus") under the caption "Legal Proceedings", any and all Indemnifiable Claims shall be Excluded Liabilities except to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingas provided in Schedule 1.3.

Assumption of Liabilities. Buyer shall At the Closing, MFC shall, by execution ------------------------- and delivery of an Instrument of Assumption of Liabilities substantially in the form of Exhibit A, assume and agree to pay or discharge when due the liabilities --------- and obligations of BLI described on Schedule 1.2 which are to be performed after ------------ the Closing Date (the "Assumed ------- Liabilities"). The liabilities identified on Schedule 1.2 as "Subordinated Note ----------- ------------ Advances" shall not exceed $1,700,000 and such amount shall be paid by MFC in full at the Closing (the "Subordinated Note Advance Payment"). The Assumed --------------------------------- Liabilities will include, to the extent included on Schedule 1.2, the obligations of BLI under loans originated in the ordinary course of BLI's business and outstanding on the Closing Date and commitments to make such loans. MFC shall not assume or agree to perform, pay or discharge, or have any liability for, and discharge ------------------------- BLI shall remain unconditionally liable for and shall discharge, all debtsobligations, liabilities and commitments of BLI, of any kind or nature, known or unknown, fixed or contingent, other than the Assumed Liabilities, including, without limitation: (a) any liability of BLI incurred in connection with this Agreement and the transactions provided for herein, including brokerage, accounting and counsel fees, transfer and other taxes, and expenses pertaining to its liquidation or the performance by BLI of its obligations hereunder, (b) any liability or obligation of Seller BLI arising with respect out of any contract or agreement, (c) any obligations to periods subsequent BLI's employees, including without limitation, any pension, retirement, or profit-sharing plan or trust and any severance payment obligation, (d) any litigation, proceeding, claim by any person or entity or other obligation of BLI relating to its business or operations or to the Closing Date under any franchisePurchased Assets, licensewhether or not such litigation, permitproceeding, leaseclaim or obligation is pending, instrument threatened, or agreement transferred to Buyer hereunder andasserted before, with respect to periods prior to and including on, or after the Closing Date, (e) Taxes (as defined in Section 2.9) whether relating to assume and discharge all periods before or after the Closing Date, (f) liabilities or obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses U.S. Small Business Administration (the "Indemnifiable ClaimsSBA") arising by reason or the State --- of Connecticut Department of Banking (the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements "CDOB") other than as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyerdescribed on ---- Schedule 1.2, and (cg) any debtobligations under any law, liability including but not limited to antitrust, civil rights, health, safety, labor, discrimination and environmental laws, and any rules, regulations, policies and procedures of the SBA or obligation the CDOB. The assumption of Seller the Assumed Liabilities by MFC hereunder shall not expressly assumed hereunder, whenever arisingenlarge any rights of third parties under contracts or arrangements with MFC or BLI. Nothing herein shall prevent MFC from contesting in good faith any of the Assumed Liabilities.

Assumption of Liabilities. (a) Except as expressly provided in this Section 1.3(a), Buyer shall agree assume no liabilities or obligations relating to the Events, the Publication, the Ancillary Products, the Business, the Assets, Seller or the Owners. Without limitation of the foregoing, Buyer shall assume no liability or obligation for (i) Taxes (as hereinafter defined) of Seller and discharge ------------------------- the Owners for any period, or imposed in connection with the Events, the Publication, the Ancillary Products, the Business or the Assets for any periods ending prior to the Closing Date, (ii) any liability of any of the foregoing persons for the unpaid Taxes of any person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law) or as a transferee or successor, by contract or otherwise, and (iii) except as provided in Section 9.3, any Taxes imposed upon Seller or any of the Owners in connection with the transactions set forth in this Agreement (the liabilities referred to in (i), (ii) and (iii) above are referred to herein collectively as "Tax Liabilities"). All such liabilities and obligations (including, without limitation, indebtedness, Tax Liabilities, accounts payable, obligations to employees, contractual obligations and all debtsLitigation, whether or not listed on Schedule -------- 4.5), fixed or contingent, known or unknown, which were incurred by --- Seller or the Owners or arose from the operation of the Business prior to the Closing Date (as hereinafter defined) are and remain the liabilities and obligations of Seller arising with respect or the Owners, as the case may be. Seller and the Owners hereby covenant to periods subsequent to discharge in full in a due and timely manner all such liabilities and obligations; provided that nothing contained herein shall prevent Seller from contesting any such liabilities or obligations in good faith. Notwithstanding the Closing Date under any franchiseforegoing, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller except to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, such liability or obligation arising with respect to periods prior to represents a Tax Liability, Buyer shall assume the following liabilities and obligations of Seller at the Closing Date for which no reduction of (collectively, the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising."Assumed Liabilities"):

Assumption of Liabilities. Buyer shall agree hereby assumes and agrees to assume and discharge ------------------------- pay, discharge, perform, or otherwise satisfy in due course in accordance with their respective terms all debts, of the following: (a) all liabilities and obligations of Seller arising with respect any Seller, Pearson, Viacom or any of their respective Affiliates for all royalties due authors and other proprietors under the Assigned Contracts and applicable to periods subsequent to shipments made on or after the Closing Date and all other obligations under any franchise, license, permit, lease, instrument such contracts arising on or agreement transferred to Buyer hereunder and, with respect to periods prior to and including after the Closing Date, to assume and discharge (b) all liabilities and obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedany Seller, howeverPearson, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval Viacom or any of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising their respective Affiliates with respect to periods all other Purchased Assets (including, without limitation, development, production and manufacturing costs and costs of services and materials) arising on or after the Closing Date. Notwithstanding the foregoing, it is understood that Sellers shall be liable to the providers thereof for all services actually performed and for all deliveries of materials and Inventory for the Titles actually received, in each case prior to the Closing Date and that Buyer shall be liable to the providers thereof for which no reduction all services actually performed and for all deliveries of materials and Inventory for the Purchase Price has been made Titles actually received, in each case on or after the Closing Date. For the avoidance of doubt, where production materials are produced pursuant to Paragraph 4(ba third party production agreement and the resulting materials are delivered on or after the Closing Date, the Sellers shall remain liable for the underlying services performed prior to the Closing Date and the Buyer shall be liable for the underlying services performed on or after the Closing Date. Except as expressly set forth in this Section 1.2, Buyer shall not assume, or in any way be responsible for: (i) hereofany liabilities or obligations of Pearson, Viacom, any Seller or any of their respective Affiliates under any Assigned Contract that (b1) out is not listed on Schedule 4.6 and should have been so listed pursuant to the terms of Section 4.6, or is not a permission, and (2) requires payments by Buyer in any debt, given year in excess of $5,000 and cannot be cancelled by Buyer without penalty or further payment; or (ii) any liability or obligation arising out of a breach or default by a Seller, Viacom, Pearson or any of their respective Affiliates under any Assigned Contract that arises prior to the Additional Agreements arising as a result of actions Closing Date; or (iii) any liability or obligation relating to any period before Seller has obtained Retained Title that does not cease to be a Retained Title on or prior to the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingOutside Consent Date.

Assumption of Liabilities. Upon the terms and subject to the conditions contained in this Agreement, at the Closing, Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations shall be solely responsible for the following Liabilities of Seller arising the Sellers with respect to periods subsequent the Purchased Assets and the Business (other than Liabilities of a Purchased Entity or a Subsidiary of a Purchased Entity, which shall remain Liabilities of such Purchased Entity or such Subsidiary following the Closing and which will be assumed by Buyer indirectly at the Closing via the purchase of the Purchased Stock) (together, the “Assumed Liabilities”): (i) any and all Liabilities of any Seller or any of its Subsidiaries to the extent resulting from or arising out of the operation or conduct of the Business, or the ownership or use of any Purchased Assets, by Buyer at or after the Closing, (ii) (A) all Liabilities allocated to Buyer pursuant to Section 1.8 and Section 9.1 of this Agreement (including the Liabilities assumed directly or indirectly by Buyer and its Affiliates in respect of the Transferring Pension Plans), (B) all Liabilities assumed by or agreed to be performed by Buyer pursuant to this Agreement or any of the Ancillary Agreements and (C) all Liabilities for Property Taxes that are specifically allocated to or made the obligation of Buyer pursuant to Section 8.3, (iii) all Liabilities, obligations, commitments, claims, and losses related to employment, labor, compensation or employee benefits of each Transferring Employee (or any dependent or beneficiary of any Transferring Employee) that (A) are incurred before, on or after the Closing Date under any franchise(other than Liabilities, license, permit, lease, instrument obligations or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller claims relating to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereofTransaction Bonus Agreements; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising Liabilities for severance due under Additional Transaction Bonus Agreements as a result of actions relating set forth in Section 9.1), (B) Buyer or its Affiliates have specifically agreed to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made assume pursuant to Paragraph 4(bthis Agreement or (C) hereoftransfer automatically to Buyer or its Affiliates under applicable Law (including any Liabilities related to accrued benefits under any pension plan that transfers by operation of Law), (biv) out Taxes related to each Purchased Entity, each Subsidiary of any debta Purchased Entity, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained Purchased Assets and the approval of Parent IP Assets for the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to BuyerPost-Closing Tax Periods, and (cv) any debtall Liabilities primarily related to the Purchased Assets and/or the Business, liability whether arising before, on or obligation after the Closing Date, including (A) all Liabilities reflected in the calculation of Seller not expressly assumed hereunderthe Net Working Capital Amount, whenever arising(B) all Liabilities resulting from or arising out of Contracts that constitute Purchased Assets, and (C) all Liabilities of the Business arising from trade payables, accrued expenses, capital and operating lease obligations, employee claims, product claims and litigation matters.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- Except for the excluded liabilities (the “Excluded Liabilities) listed herein, Purchaser hereby assumes all debtsliabilities, liabilities duties and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods Business incurred by Seller prior to and including the Closing Date, including under only the Assigned Contracts and no other Seller’s Contracts and including the accounts payable and goods received not invoiced (collectively, the “Assumed Liabilities”) and hereby assumes and agrees to pay, perform and discharge as and when due the Assumed Liabilities. In the event that Purchaser and Seller are unable to obtain the consent of the counterparty to any contract or agreement which is an Assumed Liability, the parties hereto shall continue to use their reasonable best efforts to obtain an assignment of such contract or agreement after closing and Purchaser agrees to assume the liabilities, duties and discharge all obligations of Seller as to such agreement or contract so long as Seller provides the extent that benefits of the Purchase Price is reduced pursuant contract to Paragraph 4(b) hereof; provided, however, that Buyer Purchaser as to such agreement or contract notwithstanding the absence of such assignment. The Assumed Liabilities shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligationsinclude, and Seller hereby agrees shall not assign to retain and dischargePurchaser, and to indemnify and hold Buyer harmless from and againstPurchaser shall not assume, any and all Indemnifiable Claims of the Excluded Liabilities. Excluded Liabilities shall be: (i) Liabilities for Taxes attributable to Seller or the extent they arise (a) out of any debt, liability or obligation arising with respect to Business for periods prior to the Closing Date; (ii) Liabilities for borrowed money, including debt and notes payable to any Affiliate of Seller; (iii) Liabilities of Seller for fees, costs and expenses of attorneys, independent public accountants, investment bankers, consultants or other representatives incurred in connection with the negotiation, preparation or consummation of the Seller’s Transaction Documents (including fees, costs and expenses incurred in connection with the Audit); (iv) Liabilities arising out of or related to the Excluded Assets; (v) Liabilities of Seller arising out of or based on any contract (other than the Assigned Contracts) entered into prior to the Closing Date; (vi) Liability to former employees of the Business (and any dependents of such employees), including benefits, workers’ compensation, overtime liabilities or non-compliance with any Labor law; (vii) Liability for union and the collective bargaining agreement or ERISA not assumed by Purchaser; (viii) Liabilities arising from any injury occurring prior to the Closing Date and resulting from Products sold prior to the Closing Date but for which no reduction a claim is not made until three years or more following the Closing Date; (ix) all intercompany accounts of Seller, excluding trade company accounts; and (x) the following accrued liabilities as listed on Seller’s November balance sheet, as each such accrual shall be updated upon Closing: accrued wages to the extent related to former employees of the Purchase Price has been made pursuant to Paragraph 4(b) hereofBusiness, (b) out non-management incentive bonuses of any debt, liability or obligation arising under the Additional Agreements arising as a result $38,278 and management incentive bonuses accrued of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising$48,576.

Assumption of Liabilities. Buyer shall Subject to the conditions in this Agreement, on the Closing Date, Purchaser will deliver an undertaking in form and substance reasonably satisfactory to Shareholder, Sellers and their counsel pursuant to which Purchaser will assume and agree to assume pay, perform and discharge ------------------------- (i) all debtsobligations and liabilities of Sellers to the extent reflected or reserved against in each Sellers balance sheet as of January 31, 1995, included in the Financial Statements (defined below), (ii) all obligations and liabilities and obligations of each Seller arising with respect to periods subsequent to after the Closing Date under any franchisecontracts, licenseagreements, permitinstruments and arrangements listed on SCHEDULE 1.4 to this Agreement and (iii) all current liabilities of each Seller arising after the date of such balance sheet in the ordinary course of business and not in violation of this Agreement PROVIDED, leaseHOWEVER, instrument that Purchaser will not assume any liability of Sellers incurred or agreement transferred arising in connection with (i) any tax obligations of Sellers or Shareholder of any nature whatsoever (including penalties, interest and additions to Buyer hereunder and, with respect tax); (ii) any product liability claims related to periods prior to and including products shipped or in finished goods inventory as of the close of business on the Closing Date, ; (iii) any liabilities related to assume any violation of any Environmental Laws (defined below) arising prior to the close of business on the Closing Date; (iv) any liabilities related to Sellers' Benefit Plans (defined below); and discharge all (v) any liability or obligations of Seller Sellers and/or Shareholder to The First National Bank of Wamego or the extent that U.S. Small Business Administration under loan number GP 762-047-30-03-KC and related note dated October 12, 1994. Any of the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedforegoing notwithstanding, however, that Buyer shall Purchaser will not assume any other obligations or liabilities of Sellers or Shareholder, including, without limitation, those arising out of or in connection with the -------- ------- Additional Agreements until Seller has obtained negotiation and preparation of this Agreement or the approval consummation of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements transactions provided for in this Agreement which shall be deemed to be included in the assets borne personally by Shareholder. The liabilities to be assumed by Buyer hereunder. Buyer hereby agrees Purchaser hereunder are collectively referred to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (as the "Indemnifiable ClaimsAssumed Liabilities.") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising.

Assumption of Liabilities. At the Closing, Buyer shall assume and agree to assume and discharge ------------------------- all debts, pay the following liabilities and obligations of Seller (collectively the "Assumed Liabilities"): (i) obligations arising with respect to periods subsequent to after the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, the Site Leases and the Advertising Contracts; (ii) the Current Liabilities of Seller in connection with respect to periods prior to the operation of the Business arising in the ordinary course of the Business and including in existence on the Closing Date, Date to assume the extent included in the determination of Net Working Capital contemplated by Section 1.4 hereof; (iii) barter and discharge all obligations of Seller trade liabilities existing on the Closing Date to the extent that they do not exceed the Purchase Price is reduced realizable fair market value of the barter and trade credits and receivables existing on the Closing and acquired pursuant to Paragraph 4(b) Section 1.1 hereof; provided, however, that Buyer shall not assume (iv) the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify responsibility and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") liability arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction the matters set forth on Schedule 2.28; (v) one-half (1/2) of the Purchase Price total of any Site Lease rent checks not presented for payment at Seller's bank within ninety (90) days of the Date of Closing; (vi) any accounts payable which have been paid by checks that have not been presented for payment at Seller's bank within ninety (90) days from the Date of Closing to the extent Seller has been made paid Buyer the amount thereof. Except for the Assumed Liabilities, Buyer is not hereby agreeing to assume and Buyer shall have no obligation to pay any liability of Seller or pertaining to the Assets or the Business of any nature whatsoever, contingent or otherwise. Without limiting the generality of the foregoing, it is specifically understood that the Buyer does not assume any employment contract, severance liability, litigation (except as provided in this Agreement), or accrued commissions. Seller agrees that the Assets conveyed to Buyer on the Closing Date pursuant to Paragraph 4(b) hereof, (b) out this Agreement will be conveyed to Buyer and received by Buyer free and clear of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, all liens and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingencumbrances.

Assumption of Liabilities. Buyer Pursuant to the Asset Purchase Agreement, iLinc hereby assumes those specific liabilities of Glyphics listed on Exhibit "A" attached hereto in the specific amounts shown thereon, plus the "Post Closing Amounts" if any (as defined below). The amount of liabilities assumed shall be the amount indicated next to each Glyphics creditor listed on Exhibit "A", (and only the creditors listed on Exhibit "A"). Except as otherwise specifically provided in the Asset Purchase Agreement the amount reflected next to each creditor of Glyphics, together with the Post Closing Amounts (if any) shall be the maximum amount owed to that creditor by iLinc. Therefore, the total dollar amount assumed by iLinc shall not exceed the fixed sum of Two Million One Hundred Fourteen Thousand Five Hundred Ninety-Six and 00/100 Dollars ($2,114,596) plus the Post Closing Amounts (if any). The parties further agree that iLinc is free to assume negotiate a reduction in the amount due to the creditor. If a reduction and discharge ------------------------- full release from the creditor is obtained then the balance not paid by iLinc (i.e., the savings) shall not be reallocated to other creditors nor refunded to Glyphics except as specifically provided in Sections 1.5(a) and 1.5(b) of the Asset Purchase Agreement, but shall be extinguished as a liability of iLinc. Furthermore, the parties understand that as part of these negotiations, iLinc may, as a matter of negotiation strategy, decide to delay payment, and this delay could result in additional charges, expenses, fees, or costs (including court costs and attorneys fees) to accrue. Therefore, iLinc shall have forty five (45) days after the Effective Date (the "Negotiation Period") to either tender acknowledgement to the creditor of the promise to pay the full amount of the liability shown on Exhibit "A" or continue to negotiate settlement. Should the creditor accept the amount reflected on Exhibit "A" and should iLinc have paid such amounts when and as agreed with the creditor, then iLinc will obtain from the creditor an acknowledgement and/or release of full and final payment of all debtssums due, liabilities and obligations of Seller arising with respect thereafter will not be responsible for any additional amounts. However, should the creditor refuse to periods subsequent accept the amount tendered by iLinc and iLinc continue to attempt to negotiate further reduction in the liability, then iLinc will be responsible for any additional charges, expenses, fees, or costs (including court costs and attorneys fees) that may accrue after the Closing Date and as a direct result of that continued negotiation (the "Post Closing Amounts"), which Post Closing Amounts shall not be subject to indemnification of iLinc by Glyphics pursuant to Section 10.1(c)(i) of the Asset Purchase Agreement. Further, should iLinc tender the amount shown on Exhibit "A" within the Negotiation Period, and the creditor not accept such amount in full payment, then iLinc will have no liability for any amount in excess of the amount reflected on Exhibit "A" to either the creditor or Glyphics (except for the charges accruing from the "Ongoing Liabilities" defined hereinafter). Furthermore, should additional creditors of Glyphics make a claim against iLinc in excess of the amount shown on Exhibit "A", or should other creditors of Glyphics not listed on Exhibit "A" attempt to make a claim against the Purchased Assets or against iLinc, then iLinc shall have no such liability to Glyphics or the creditor for such excess amount ("the Excess Liability"). Should iLinc become obligated to make payment to any creditor of Glyphics not included in Exhibit "A" or be required to make any Excess Liability payments, including in order to protect against a lien upon the Purchased Assets, then the amount of the obligation shall be an indemnity claim under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant Agreement, and may be recovered by iLinc from any payments due to Paragraph 4(b) hereof; provided, however, that Buyer Glyphics or from the Escrow Shares in the manner provided in Section 10 of the Asset Purchase Agreement. Ilinc shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included obligated or required to pay any additional amount owed to any creditor unless such creditor shall have received a judgment to that effect and such judgment shall not have been obtained against iLinc by default. No determination by iLinc to negotiate with any creditor shall result in the assets decrease of shares to be assumed by Buyer hereunder. Buyer hereby agrees paid over to indemnify the Shareholders of Glyphics and to hold iLinc indemnifies and holds harmless from Glyphics and its shareholders for any claim made against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising of them by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating creditor with whom Glyphics has determined to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingnegotiate.

Assumption of Liabilities. Buyer At the Closing, Purchaser shall assume and agree to assume perform and discharge ------------------------- all debts, liabilities and obligations as of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations following Liabilities of Seller to the extent not previously performed or discharged, and no others: (i) all Liabilities of Seller which are to be performed from and after the Closing under the Assumed Contracts, but only to the extent such Liabilities relate to periods or goods or services provided to Purchaser on or after the Closing Date, provided that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer Purchaser shall not assume any Liabilities arising out of any breach by Seller of any provision of any Assumed Contract, (ii) all Liabilities of Seller entered into during the -------- ------- Additional Agreements until period from the date hereof to the Closing by Seller has obtained that were identified by Seller in writing as Assumed Liabilities and consented to in writing by Purchaser, (iii) all Liabilities in connection with the approval Deposits and (iv) accrued property Taxes relating to the Purchased Assets for the period prior to the Closing (such items (i) through (iv) are collectively referred to herein as the "ASSUMED LIABILITIES"). The Assumed Liabilities shall specifically exclude all other Liabilities of Seller or the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses Seller Business (the "Indemnifiable ClaimsEXCLUDED LIABILITIES"), including (x) all Liabilities in connection with, resulting from, or arising by reason of out of, directly or indirectly, the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Purchased Assets or Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods Business prior to the Closing Date for which no reduction of Date, other than the Purchase Price has been made pursuant to Paragraph 4(bAssumed Liabilities, and (y) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions all Liabilities relating to any period before Seller has obtained System Employee Benefit Plan. For purposes of clarity, the approval parties hereby acknowledge that neither the Assumed Liabilities nor the Excluded Liabilities will include any Liabilities in connection with, resulting from, or arising out of, directly or indirectly, Purchaser's ownership, operation, or control of the parties granting Purchased Assets or the Additional Agreements to Seller's transfer Seller Business from and after the Closing Date, and that such Liabilities will be the responsibility of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingPurchaser.

Assumption of Liabilities. At the Closing, Buyer shall assume, and shall agree to assume satisfy and discharge ------------------------- all debts, as the same become due only those liabilities and obligations of Seller arising with respect specifically listed on EXHIBIT A hereto (the "Assumed Obligations") and made subject to periods subsequent to Section 1.4 of this Agreement, and the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Assumed Leases (as hereafter defined). Buyer shall not assume or be responsible at any time for any liability, obligation, debt or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, that is not expressly listed on EXHIBIT A hereto. Without limiting the -------- ------- Additional Agreements until Seller has obtained the approval generality of the parties granting the Additional Agreements to Seller's transfer foregoing sentence, Buyer shall not assume or be responsible for any of the Additional Agreements following: any amounts due to Buyerany of Seller' creditors listed on EXHIBIT A hereto in excess of the amounts expressly listed thereon; any matured obligations under leases, whereupon licenses, contracts or agreements in excess of the Additional Agreements amounts expressly listed on EXHIBIT A hereto; any liabilities, obligations, debts or commitments of Seller incident to, arising out of, or incurred with respect to, this Agreement and the transactions contemplated hereby; any and all sales, use, franchise, income, gross receipts, excise, payroll, personal property (tangible or intangible), real property, ad valorem, value added, leasing, leasing use, or other taxes, levies, imposts, duties, charges or withholdings of any nature arising out of the transactions contemplated hereby. Seller further agrees to satisfy and discharge, as the same shall be deemed to be included in the assets to be become due all of its obligations and liabilities not specifically assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason Buyer's assumption of the ownership, operation or control Assumed Obligations shall in no way expand the rights and remedies of the System after Closing Date; provided, -------- however, that third parties against Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein compared to the contrary notwithstanding, there is hereby excluded from the assumed obligations, rights and remedies which such parties would have had against Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has had this Agreement not been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingconsummated.

Assumption of Liabilities. As partial consideration for the Subject Assets, the Buyer shall agree to assume all obligations under and discharge ------------------------- satisfy as the same shall become due (i) all debts, of the liabilities and obligations of the Seller arising with respect to periods subsequent to which accrue after the Closing Date under any franchisethe Assumed Contracts, license(ii) except for accounts payable to the Parent, permit, lease, instrument the Seller’s trade accounts payable as of or agreement transferred to Buyer hereunder and, with respect to periods prior to and including after the Closing Date, (iii) all liabilities to assume fulfill outstanding customer orders of the Subject Business, (iv) all liabilities to customers of the Subject Business arising under written warranty agreements, (v) all liabilities to employees of the Subject Business arising under the Seller’s vacation policies and discharge practices, (vi) all obligations of Seller accrued commissions relating to the extent that sales representative agreements which are Assumed Contracts and which are identified in Sections 3 and 5 of Schedule 1.1(k), and (vii) accrued Taxes relating to the Purchase Price is reduced pursuant to Paragraph 4(b) hereofLeased Real Property (collectively, the “Assumed Liabilities”); provided, however, that (A) with respect to the vacation accrual liabilities identified in clause (v), above, a corresponding adjustment to the Purchase Price shall be made to reflect the Buyer’s assumption of such liabilities, (B) with respect to the commission accrual liabilities identified in clause (vi), above, a corresponding adjustment to the Purchase Price shall be made to reflect the Buyer’s assumption of such liabilities, and (C) with respect to the accrued Taxes identified in clause (vii), above, a credit against the Purchase Price shall be made to reflect the Buyer’s assumption of such liability. Except for the Assumed Liabilities, the Buyer shall not be obligated under, nor shall the Buyer assume or be or become liable for, any obligation, Contract, Environmental Claim, debt, liability, cost or expense of or relating to the -------- ------- Additional Agreements until Seller has obtained Seller, the approval Parent, the Subject Business or any of the parties granting Excluded Assets the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation basis for which exists on or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction (collectively, the “Excluded Liabilities”). The Seller and the Parent jointly and severally covenant and agree to pay and discharge when due all of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingExcluded Liabilities.

Assumption of Liabilities. At the Closing, Buyer shall assume, and shall agree to assume satisfy and discharge ------------------------- all debts, as the same become due only those liabilities and obligations of Seller arising with respect to periods subsequent to specifically listed on EXHIBIT A hereto (the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder "Assumed Obligations") and, with respect subject to periods prior to and including Section 1.4 of this Agreement, the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Assumed Leases (as hereafter defined). Buyer shall not assume or be responsible at any time for any liability, obligation, debt or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, that is not expressly listed on EXHIBIT A hereto. Without limiting the -------- ------- Additional Agreements until Seller has obtained the approval generality of the parties granting the Additional Agreements to Seller's transfer foregoing sentence, Buyer shall not assume or be responsible for any of the Additional Agreements following: any amounts due to Buyerany of Seller' creditors listed on EXHIBIT A hereto in excess of the amounts expressly listed thereon; any matured obligations under leases, whereupon licenses, contracts or agreements in excess of the Additional Agreements amounts expressly listed on EXHIBIT A hereto; any liabilities, obligations, debts or commitments of Seller incident to, arising out of, or incurred with respect to, this Agreement and the transactions contemplated hereby; any and all sales, use, franchise, income, gross receipts, excise, payroll, personal property (tangible or intangible), real property, ad-valorem, value added, leasing, leasing use, or other taxes, levies, imposts, duties, charges or withholdings of any nature arising out of the transactions contemplated hereby. Seller further agrees to satisfy and discharge as the same shall be deemed to be included in the assets to be become due all of its obligations and liabilities not specifically assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason Buyer's assumption of the ownership, operation or control Assumed Obligations shall in no way expand the rights and remedies of the System after Closing Date; provided, -------- however, that third parties against Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein compared to the contrary notwithstanding, there is hereby excluded from the assumed obligations, rights and remedies which such parties would have had against Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has had this Agreement not been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingconsummated.

Assumption of Liabilities. Buyer shall agree to assume (a) On the terms and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent subject to the conditions set forth herein, at the Closing, the Purchaser shall assume the following obligations and liabilities of the Seller (the “Assumed Liabilities”): (i) all Liabilities arising on or after the Closing Date under the Transferred Contracts (but excluding, for any franchise, license, permit, lease, instrument breach arising in whole or agreement transferred to Buyer hereunder and, with respect to periods in part on or prior to and including the Closing Date, to assume and discharge all obligations that portion of Seller the Liability relating to the extent that pre-Closing breach); (ii) all Liabilities with respect to Taxes arising out of or related to the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval operation of the parties granting Business or the Additional Agreements to Seller's transfer of Transferred Assets after the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and (iii) all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising Liabilities with respect to periods Open Incoming POs entered into (A) on or before the date hereof or (B) otherwise in compliance with this Agreement (but excluding, for any breach arising in whole or in part on or prior to the Closing Date for which no reduction Date, that portion of the Purchase Price has been made pursuant Liability relating to Paragraph 4(bthe pre-Closing breach); (iv) hereofall Liabilities with respect to Open Outgoing POs for normal operating expenses entered into by the Seller in the ordinary course of business and in accordance with this Agreement and as listed on Schedule 1.6(a) which shall be delivered by the Seller to the Purchaser seven (7) days prior to the Closing and dated as of such date; (v) all Liabilities for product warranty claims and product liability claims with respect to Seller Products manufactured or sold after the Closing Date; (vi) all Liabilities to the extent arising out of, relating to or in connection with the ownership or operation of the Business or the Transferred Assets after the Closing Date; (bvii) out all Liabilities for all accrued but unpaid vacation, holiday, flexible time off and sick pay of the Specified Employees, except for the Specified Employees in Noida, India (collectively, “Vacation Accrual”); and (viii) any Liabilities for Patent infringement with respect to activities conducted by the Purchaser after the Closing Date, including the sale of any debtSeller Products (including any Seller Products included in the Transferred Inventory) after the Closing Date. For the avoidance of doubt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to Assumed Liabilities shall not include any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingExcluded Liabilities.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations Effective as of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to Assignee will assume and discharge all obligations agree to pay, perform and discharge, as and when due, and indemnify and hold each Assignor harmless from and against, (x) each liability listed in Schedule 1.03, (y) each obligation of Seller each Assignor to be performed after the Closing Date with respect to the Assets and the Assigned Contracts and (z) each other liability of each Assignor thereunder (including liabilities for any breach of a representation, warranty or covenant, or for any claims for indemnification contained therein), to the extent and only to the extent that such liability is due to the Purchase Price is reduced pursuant to Paragraph 4(bactions of Assignee (or any of Assignee's affiliates, representatives or agents) hereof; providedafter the Closing Date (collectively, however, that Buyer the "Assumed Liabilities"). Assignee shall not assume assume, and shall not be obligated to pay, perform or discharge, any liability or obligation of any Assignor other than the -------- ------- Additional Agreements until Seller has obtained Assumed Liabilities (whether or not related to the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to BuyerAssets or Business) (collectively, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable ClaimsExcluded Liabilities") arising by reason of the ownership), operation or control of the System after Closing Date; provided, -------- however, that Buyer and shall not indemnify and hold harmless Seller from be obligated for any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions other claim, loss or liability relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein act, omission or breach by any Assignor with respect to the contrary notwithstandingBusiness, there is hereby excluded from the assumed obligationsAssets or the Assigned Contracts, or for any claim, loss or liability related to the Excluded Assets or the Excluded Liabilities, all of which, the Assignors shall remain obligated to pay, perform and Seller hereby agrees to retain and discharge, discharge and to indemnify and hold Buyer Assignee harmless against. Without limiting the foregoing, among other things, all liabilities arising from and againstthe matters described in the Prospectus under the caption "Legal Proceedings", any and all Indemnifiable Claims shall be Excluded Liabilities except to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingas provided on Schedule 1.03.

Assumption of Liabilities. As additional consideration hereunder, from and after the Closing Date Buyer shall agree to assume and discharge ------------------------- all debtsthe Assumed Liabilities. Except as provided in the preceding sentence, liabilities and obligations of Seller arising with respect to periods subsequent notwithstanding anything else to the Closing Date contrary contained herein, Buyer is not assuming and shall not be liable for any Liabilities of Seller, including, without limitation, any Liabilities: (i) under Contracts which shall not have been assigned to Buyer pursuant to this Agreement; (ii) for indebtedness for borrowed money; (iii) by reason of or arising out of any default or breach by Seller of any Contract, for any penalty against Seller under any franchiseContract, licenseor relating to or arising out of any event which with the passage of time or after giving of notice, permitor both, leasewould constitute or give rise to such a breach, instrument default or agreement transferred to Buyer hereunder andpenalty, with respect to periods prior whether or not such Contract is being assigned to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. pursuant to this Agreement; (iv) the existence of which would conflict with or constitute a breach of any representation, warranty or agreement of Seller contained herein; (v) relating to or in any way arising out of the Excluded Assets; (vi) for Seller's expenses referred to in Section 11.6 hereof; (vii) to any stockholder or Affiliate of Seller or to any present or former employee, officer or director of Seller, including, without limitation, any bonuses, any termination or severance pay related to the transfer of employees to Buyer hereby agrees in connection with the transactions contemplated hereby, and any post retirement medical benefits or other compensation or benefits; (viii) relating to indemnify the execution, delivery and to hold harmless from consummation of this Agreement and against the transactions contemplated hereby, including, without limitation, any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements Taxes incurred as a result of actions relating to the sale contemplated by this Agreement; (ix) for any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability Taxes accrued or obligation arising with respect to periods incurred prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval (or portion of a period) prior thereto; (x) relating to or arising out of any environmental matter, including, without limitation, any violation of any Environmental Law or any other law relating to health and safety of the parties granting public or the Additional Agreements to employees of Seller's transfer ; (xi) relating to, or arising out of, products manufactured or services rendered by Seller, or the conduct or operation of the Additional Agreements business of Seller, prior to Buyer, the Closing Date; and (cxii) any debt, liability or obligation of Seller arising under or pursuant to this Agreement; and provided further, that Buyer shall have the right not to assume any Contract if any party to such Contract is in breach thereof or default thereunder as of the Closing Date or there has occurred any event which with the passage of time or after giving of notice, or both, would become such a breach or default. Buyer shall not assume or be bound by any Liabilities of Seller, except as expressly assumed hereunderby it pursuant to this Agreement. Nothing contained in this Section 2.5 shall relieve or release Seller from any obligations under covenants, whenever arisingwarranties or agreements contained in this Agreement.

Assumption of Liabilities. Buyer shall agree Notwithstanding anything to the contrary set forth in the definition of AMD Excluded Liabilities, but otherwise subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and agreements herein set forth, the Joint Venture, effective as of the Closing, will assume and perform and in due course pay and discharge ------------------------- all debts(or cause its applicable Affiliates to perform, liabilities pay and obligations discharge) the following Liabilities of Seller AMD and its Affiliates: (a) any Liabilities arising out of or based upon events or circumstances occurring after the Closing in connection with or resulting from the operation of the Joint Venture Business, including product warranty claims made with respect to periods subsequent the sale of products by the Joint Venture and its Subsidiaries after the Closing, whether or not such products were manufactured prior to the Closing; (b) any amounts payable by AMD or its Affiliates and any other Liabilities (executory or otherwise) of AMD or its Affiliates that accrue or relate to the period after the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be Contract included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing DateAMD Sold Assets; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debtamounts payable by the Joint Venture pursuant to Sections 2.3, liability 2.4 and 2.5 (collectively, the “AMD Assumed Liabilities”). If AMD or obligation its Affiliates received or receives payment for the performance of Seller not expressly assumed services or the provision of products, which performance of services or provision of products is an AMD Assumed Liability hereunder, whenever arisingAMD shall, or shall cause its Affiliates to, pay to the Joint Venture the amounts so received in respect of such AMD Assumed Liabilities. EXCEPT FOR THE ASSUMED LIABILITIES WHICH ARE HEREBY EXPRESSLY ASSUMED, THE JOINT VENTURE DOES NOT ASSUME ANY LIABILITIES, DEBTS, OBLIGATIONS OR DUTIES OF AMD OR ANY OF ITS AFFILIATES OF ANY KIND OR NATURE WHATSOEVER.

Assumption of Liabilities. Buyer shall agree (a) Subject to the terms and conditions set forth in this Agreement, Purchaser shall, at the Closing, assume and shall pay, perform, satisfy and discharge ------------------------- when due, and Purchaser shall hold harmless and indemnify Seller and its Affiliates from and against, the following Liabilities of the Vuforia Business (collectively, the "Assumed Liabilities"): (i) all debts, liabilities and obligations Liabilities reflected or reserved for on the Vuforia Balance Sheet; (ii) all Liabilities arising out of Seller arising or relating to the Transferred Contracts; (iii) all Liabilities with respect to periods subsequent product warranties and service obligations arising out of or relating to the operations of the Vuforia Business, or any products manufactured, sold or distributed on behalf of the Vuforia Business, on or after the Closing; (iv) all liabilities related to the Swiss Subsidiary and the ownership of the capital shares, stock or similar ownership rights of the Swiss Subsidiary, arising on or after the Closing; (v) all Liabilities relating to the Vuforia Business Employees that become employees of Purchaser or any of its Affiliates at Closing, pursuant to applicable law or pursuant to Section 7 of this Agreement, regardless of when such Liabilities arose, including but not limited to all Liabilities (i) based on any act or omission of Purchaser or one of its Affiliates (including claims for wrongful or unfair termination or dismissal, advance notice and/or severance) or (ii) arising out of or resulting from Purchaser's or its Affiliates' failure to comply with the covenants in Section 7 of this Agreement; (vi) all Liabilities relating to the Vuforia U.S. Employees for any Employment Loss under the WARN Act arising out of or resulting from Purchaser's or its Affiliates' failure to comply with the covenants in Section 7 of this Agreement; (vii) all Liabilities for accounts payable for goods and services received or rendered by or on behalf of the Vuforia Business prior to the Closing Date under Date; and (viii) all Liabilities for Taxes attributable to the Vuforia Business and the Purchased Assets (A) for periods other than the Pre-Closing Tax Periods, (B) described in Section 6.7(a), or (C) arising from a breach by Purchaser, its Affiliates and/or its Representatives of its obligations in Section 6.7(b). (b) Seller shall retain, and shall be responsible for paying, performing, satisfying and discharging when due, and Purchaser shall not assume or have any franchiseresponsibility for, licensethe following Liabilities of Seller (collectively, permitthe "Excluded Liabilities"): 3 (i) all Taxes not described in Section 1.3(a)(viii) that are (x) now or hereafter owed by Seller or any Affiliate of Seller (other than the Swiss Subsidiary), lease, instrument or agreement transferred attributable to Buyer hereunder and, the Purchased Assets or the Vuforia Business relating to any Pre-Closing Tax Period or (y) of the Swiss Subsidiary (1) with respect to periods prior to and including any Taxable period (or portion thereof, determined in a manner consistent with Section 1.3(c) hereof) ending on or before the Closing Date, (2) resulting from or attributable to assume and discharge the consummation of the transactions contemplated by this Agreement, or (3) for any Taxes of any other Person imposed on the Swiss Subsidiary as a transferee or successor, by contract or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing; (ii) all obligations of Seller Liabilities to the extent that relating exclusively to the Purchase Price is reduced pursuant Excluded Assets and (iii) all Liabilities relating to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval matters set forth on Part 3.18 of the parties granting Disclosure Schedule. (c) In the Additional Agreements to Seller's transfer case of any Straddle Period, the amount of any Taxes based on or measured by income, receipts or payroll for the Pre-Closing Tax Period shall be determined based on an interim closing of the Additional Agreements books as of the close of the Closing Date, and the amount of other Taxes that relates to Buyer, whereupon the Additional Agreements Pre-Closing Tax Period shall be deemed to be included in an amount of such Tax for the assets to be assumed entire period multiplied by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless a fraction the numerator of which is the number of days from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason beginning of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify Straddle Period through and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to including the Closing Date for and the denominator of which no reduction is the number of days in the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising.Straddle Period. 1.4

Assumption of Liabilities. Buyer shall agree not assume any --------------------------- liabilities or obligations of Seller, the Assets, or the Business, except those liabilities or obligations set forth on Exhibit 1.3 attached hereto ("Assumed ----------- Liabilities"). Except as otherwise set forth on Exhibit 1.3, the Assumed ------------ Liabilities shall include only such obligations, duties, and liabilities that are due and payable or required to assume be performed on or after the Closing Date, but not for or with respect to the period prior to the Closing Date. Except as expressly set forth on Exhibit 1.3, Buyer is not assuming any obligation to pay ----------- for any of the debts, liabilities or obligations of Seller, the Assets, or the Business, whether now or hereafter existing, accrued or contingent, or arising out of or related to consummation of the transactions herein contemplated (including, without limitation, all taxes of any kind or description and discharge ------------------------- any employee claims). Seller covenants and agrees that Seller shall pay promptly when due or within the ordinary course of business all of the debts, liabilities and obligations relating to the Business and the Assets to all creditors, as of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred and to Buyer hereunder and, with respect to periods prior to and including all employees for services performed as of the Closing Date, except as otherwise specifically set forth on Exhibit 1.3. Specifically, ----------- Seller will keep all furniture and equipment and be responsible for all liabilities including client deposits and Seller's office lease. Notwithstanding the foregoing, Buyer agrees to assume facilitate Seller's transactions with Sabre, which will result in the termination of Seller's current agreement with Sabre, and discharge all obligations release of Seller by Sabre prior to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedClosing. Moreover, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify obtain a release of Seller for any merchant account agreements prior to use and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising implementation of said accounts by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded Assumption of Liabilities will be completed thirty (30) days from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to execution of this Agreement. Dxxxxx Xxxxxxx Xxxxxxxx shall remain as the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of sole signator on the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingmerchant account.

Assumption of Liabilities. Buyer shall agree to assume and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including On the Closing Date, to Practice shall assume all of the unpaid accounts payable, debts, salary, wages, employee benefit obligations, paid-time off obligations and discharge all other obligations of Seller the PainCare Sub in connection with the performance of its obligations under the Management Services Agreement and Employee Lease Agreement dated October 1, 2005 (the “Employee Lease Agreement”) arising in the ordinary course of business and consistent with past practices which are or may become owing to the extent that vendors expressly identified on Exhibit 2(e)(i) attached hereto (collectively the Purchase Price is reduced “Assumed Liabilities”), except for those accounts payable and other debts listed in Exhibit 2(e)(ii) (the “PainCare’s Accounts Payable”). In addition, Practice shall assume the obligations, liabilities, duties and responsibilities, including any liability for payments arising on and after the Closing Date, under and pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses agreements to which Practice or the PainCare Sub is a party with respect to the operation or management of Practice (the "Indemnifiable Claims"“Assumed Contracts”) arising by reason and such other leases, subleases, assumption of leases and similar arrangements of the ownership, operation or control of PainCare Sub related to real property utilized in Practice’s practice operations. Practice shall assume the System after Closing Date; provided, -------- however, that Buyer shall not indemnify Assumed Liabilities and hold harmless Seller Assumed Contracts except for PainCare’s Accounts Payable and hereby releases the Sellers from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims continuing and further obligations or liabilities related to or arising from (i) the extent they arise Assumed Liabilities or (aii) out of any debt, liability or obligation arising with respect to periods the Assumed Contracts which have accrued prior to the Closing Date for and which no reduction accrue or become due on or after the Closing Date. On the Closing Date, the Parties shall execute and deliver (i) a General Assumption of Liabilities Agreement in the form attached hereto as Exhibit 2(e)(iii), evidencing Practice’s assumption of the Purchase Price has been made pursuant to Paragraph 4(b) hereofAssumed Liabilities, (bii) out an Assignment and Assumption of any debtContracts Agreement in the form attached as Exhibit 2(e)(iv), liability or obligation arising under the Additional Agreements arising as a result evidencing Practice’s assumption of actions relating to any period before Seller has obtained the approval all of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to BuyerAssumed Contracts (except for real property leases), and (ciii) for the practice locations, an Assignment and Assumption of Lease, in the form attached as Exhibit 2(e)(v), evidencing Practice’s assumption of the lease for the Practice locations. The Purchasers hereby further agree that they shall execute any debtfurther documents, liability assignments or obligation of Seller not expressly assumed hereunderassurances in law or do any other thing that is reasonably necessary, whenever arisingdesirable or proper in order for any third party to fully release the Sellers from any further continuing liabilities or obligations in connection with the Assumed Liabilities or Assumed Contracts.

Assumption of Liabilities. The only obligations and liabilities to be assumed by the Buyer in connection with its acquisition of the Transferred Assets (the "Assumed Liabilities") are the obligations and liabilities specifically listed on SCHEDULE 1.3 and obligations and liabilities arising from the operation of the Business after the Effective Date, including obligations under executory contracts listed on SCHEDULE 1.3 arising from the operation of the Business after the Effective Date (provided such contracts are not in default and are assigned in writing by the Seller with the written consent of the other party or parties thereto, if necessary, and are delivered to the Buyer on or prior to the Effective Date). The Buyer shall agree assume such obligations and liabilities pursuant to assume the Assignment and discharge ------------------------- Assumption Agreement substantially in the form of EXHIBIT B and the Lease Agreement substantially in the form of EXHIBIT C. The Seller shall remain liable for the payment of all debts, other liabilities and obligations which accrue prior or subsequent to the Effective Date. Except for the Assumed Liabilities in the amount and to the extent provided in this Section 1.3, the Buyer shall not assume or be responsible for any other liabilities or obligations which relate in any manner to the operation of the Business prior to the Effective Date, and the Seller arising shall indemnify, defend, and hold the Buyer harmless from all of such obligations and liabilities as set forth in Section 9.2 below. Operating expenses, including without limitation, rent payable under real estate and equipment leases, staff commissions, unpaid vacation and holiday pay and rebates to customers for which bills are received or payment became due after the Effective Date with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods both prior to and including after the Closing Date, Effective Date will be allocated to assume each of the Seller and discharge all obligations of Seller the Buyer on a pro-rata basis according to the extent that ratio of pre-Effective Time days to post-Effective Time days; promptly upon receipt of notice from the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein amounts so allocated to the contrary notwithstandingSeller, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims shall remit full payment therefor to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising.

Assumption of Liabilities. 2.6.1 At the Non-License Closing, Buyer shall assume and agree to assume pay and otherwise fully perform and discharge ------------------------- as and when the same become due and payable or are required to be performed all debtsof the following liabilities of Seller or the Stations (collectively, the "NON-LICENSE CLOSING ASSUMED Liabilities"): (a) all liabilities, obligations and duties of the Stations related to or arising in connection with the business or operation of the Stations on or after January 7, 2002, other than liabilities and obligations of Seller for Seller's Taxes and liabilities and obligations under Environmental Laws arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect relating to periods prior to the Non-License Closing Date; (b) all liabilities, obligations and including duties under the Station Contracts and the Permits, arising on or after January 7, 2002 (other than liabilities, obligations or duties arising from any breach of any Station Contract prior to January 7, 2002, other than as a result of past due amounts thereunder), and (c) all current liabilities of the Stations reflected in the Current Balance Sheet or arising in the regular and ordinary course of business consistent with past practices of the Stations between December 31, 2001 and the Non-License Closing Date, to assume including accounts payable (including past due accounts payable), accrued expenses and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that film contracts payable. Buyer shall not assume nor become obligated to pay in connection with the -------- ------- Additional Agreements until Seller has obtained Non-License Closing any debt, obligation, or liability of any kind incurred or accrued in connection with the approval business or operation of the parties granting Stations, except for the Additional Agreements to Seller's transfer of Non-License Closing Assumed Liabilities. 2.6.2. To the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be extent not previously assumed by Buyer hereunder. upon the Non-License Closing, at the Closing, Buyer hereby agrees shall assume and agree to indemnify pay and otherwise fully perform and discharge as and when the same become due and payable or are required to hold harmless from and against any and be performed all damagesof the following liabilities of Seller or the Stations (collectively, costs, claims and expenses (the "Indemnifiable ClaimsASSUMED LIABILITIES") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise ): (a) out all liabilities, obligations and duties of any debtthe Stations related to or arising in connection with the business or operation of the Stations on or after January 7, liability 2002 other than liabilities and obligations for Seller's Taxes and liabilities and obligations under Environmental Laws arising or obligation arising with respect relating to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, Date; (b) out all liabilities, obligations and duties under the Station Contracts, the FCC Licenses and the Permits, arising on or after January 7, 2002 (other than liabilities, obligations or duties arising from any breach of any debtStation Contract prior to January 7, liability or obligation arising under the Additional Agreements arising 2002, other than as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyerpast due amounts thereunder), and (c) all current liabilities of the Stations reflected in the Current Balance Sheet or arising in the regular and ordinary course of business consistent with past practices of the Stations between December 31, 2001 and the Closing Date, including accounts 8 <PAGE> payable (including past due accounts payable), accrued expenses and film contracts payable. Buyer shall not assume nor become obligated to pay any debt, obligation, or liability of any kind incurred or obligation accrued in connection with the business or operation of Seller not expressly assumed hereunderthe Stations, whenever arisingexcept for the Assumed Liabilities. ARTICLE 3.

Assumption of Liabilities. Upon the sale and purchase of the Purchased Assets, the Buyer shall assume and agree to assume pay or discharge when due only those liabilities incurred in the operation of the Division's business from and discharge ------------------------- all debts, after the Closing Date and those liabilities and obligations of Seller arising with respect which are to periods subsequent to be performed after the Closing Date which are specifically set forth and described on Schedule 1.2. The liabilities to be assumed by the Buyer under any franchisethis Agreement are hereinafter sometimes referred to as the "Assumed Liabilities." Except as otherwise specifically provided in this Section 1.2, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b(a) hereof; provided, however, that Buyer shall not assume or be liable for any obligation or liability of Seller, of any kind or nature, known, unknown, contingent or otherwise, including without limitation: (i) any liability of Seller incurred in connection with this Agreement and the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transactions provided for herein, including brokerage, accounting and counsel fees, transfer of the Additional Agreements to Buyerand other taxes, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (pertaining to its liquidation or the "Indemnifiable Claims") arising performance by reason Seller of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereofits obligations hereunder, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (cii) any debt, liability or obligation of Seller arising out of any contract or agreement, (iii) any obligations to Seller's employees, including without limitation, any pension, retirement, profit-sharing plan or trust, or any severance payments (iv) any litigation, proceeding, claim by any person or entity or other obligation of Seller relating to the business or operations of the Division or otherwise relating to the Purchased Assets prior to the Closing Date, whether or not expressly assumed hereundersuch litigation, whenever arising.proceeding, claim or obligation is pending, threatened, or asserted before, on, or after the Closing Date, (v) taxes whether relating to periods before or after the Closing Date, and (vi) any obligations under any law, including but not limited to antitrust, civil rights, health, safety, labor, discrimination and environmental laws; and (b) Seller shall be solely responsible for, and shall discharge, any and all liabilities and obligations of Seller not included within the Assumed Liabilities. The parties agree that Seller's obligations and liabilities are exclusive of and do not include any liabilities or obligations arising out of the operations of the Division and the use of the Purchased Assets from and after the Closing as such liabilities and obligations shall be those of the Buyer. The assumption of any Assumed Liabilities by the Buyer hereunder shall be treated as independent of its existing business and shall not enlarge any rights of third parties under contracts or arrangements with the Buyer or Seller. Nothing herein shall prevent the Buyer from contesting in good faith any of the Assumed Liabilities. In connection with clause (iii) above, Seller further agrees that it will be responsible for any severance payable to any of the Division's employees who are terminated by Buyer within sixty (60) days of the Closing, but only to the extent of Seller's severance policy obligations as in existence immediately prior to the Closing or as may be required of Seller by law. 1.3

Assumption of Liabilities. Buyer shall agree (a) On the terms and subject to assume the conditions of this Agreement and discharge ------------------------- all debtsin reliance upon the representations and warranties contained herein, liabilities in addition to purchasing and acquiring the Transferred Assets at the Closing, Purchaser hereby assumes only the following obligations of Seller arising with respect Sellers related to periods subsequent the Transferred Assets (collectively, the “Assumed Liabilities”): (i) obligations to perform, in the ordinary course of business, that arise after the Closing Date under any franchisethose Transferred Assets that are contracts and other agreements listed on Schedule 2.2(a)(i) hereto, license, permit, lease, instrument only to the extent such contracts and other agreements are properly and effectively assigned to Purchaser or agreement transferred to Buyer hereunder and, with respect to periods contractual arrangement that Sellers made every effort to properly and effectively assign but which assignment was not concluded prior to Closing, which Sellers shall hold for Purchaser’s benefit until assigned, transferred or replaced by a new contractual arrangement with Purchaser post Closing (collectively, the “Assumed Contracts”); (ii) obligation to reimburse monthly the balance of $164,170.61 USD (£112,499.56 GBP Sterling) remaining as of May 28, 2010 under the IEL Loan pursuant to the terms of the signed agreement by and including among Imaging Equipment Limited, Misonix Ltd. and Purchaser in a form attached as Exhibit A (the Closing Date“IEL Assumption Agreement”), which shall in no way constitute an assignment, novation or other such transfer to assume and discharge all Purchaser of any liabilities or obligations of Seller to Imaging Equipment Limited or of the extent Sellers, and the loan shall remain the liability of Imaging Equipment Limited as evidenced by the IEL Assumption Agreement; and (iii) any obligation arising in, to, and under the Transferred Assets that is expressly assumed by Purchaser and set forth on Schedule 2.2(a)(iii). (b) Except for the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; providedAssumed Liabilities, however, that Buyer Purchaser shall not assume by virtue of this Agreement or the -------- ------- Additional Agreements until Transactions nor voluntarily pay, and shall have no liability for, any debt, claims, indebtedness, obligations or other liabilities (whether absolute, accrued, contingent, fixed or otherwise, whether due or to become due) (collectively, “Liabilities”) of Sellers, of any kind, character or description whatsoever, including the following (collectively, the “Retained Liabilities): (i) current liabilities, accounts payable, long-term liabilities, including those relating to indebtedness of any Seller has obtained or its Affiliates; (ii) any obligation or Liabilities accruing, arising out of, or relating to acts or omissions, prior to Closing, including any acts or omissions in connection with (A) any Assumed Contract, (B) the approval business or operation of the parties granting Business, including all malpractice, product and general liability claims, whether or not same are pending, threatened, known or unknown, (C) the Additional Terminated Agreements to Seller's transfer of or (D) the Additional Agreements to BuyerTransferred Assets; (iii) any obligation or Liabilities accruing, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damagesarising out of, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period act or omission by any Seller and its Affiliates after Closing; (iv) (A) any federal, state, local or foreign tax obligations of any Seller and its Affiliates whether before or after Closing, including any income tax, any franchise tax, any tax recapture and any sales and/or use tax and any payroll or withholding tax and (B) federal, state or local income tax obligations or Liabilities of any Seller has obtained and its Affiliates resulting from the approval consummation of the parties granting the Additional Agreements Transactions; (v) any obligation or Liabilities to Seller's transfer any employee of the Additional Agreements any Seller or its Affiliates including those for accrued wages, employee bonuses, accrued vacation pay, sick pay, severance pay and other compensation and benefits for employees of any Seller or its Affiliates; (vi) any obligation or Liabilities relating to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) or arising out of any debt, liability violation or alleged violation of Law by any Seller or its Affiliates; and (vii) any obligation or Liabilities relating to or arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debtSeller’s or its Affiliates’ infringement or alleged infringement of any intellectual property rights of any Person, liability or obligation arising under the Additional Agreements arising as a result of actions relating including those related to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyerpatent, and (c) any debttrademark, liability or obligation of Seller not expressly assumed hereunderservicemark, whenever arising.software, copyright, information

Assumption of Liabilities. At the Closing, Buyer shall assume, and shall agree to assume satisfy and discharge ------------------------- all debts, as the same become due only those liabilities and obligations of Seller specifically listed on SCHEDULE 1.3 hereto (the "Assumed Obligations") and, subject to Section 1.4 of this Agreement, the Assumed Leases (as hereafter defined). Buyer shall not assume, agree to perform or discharge, indemnify the Seller against, otherwise be responsible at any time for any liability, obligation, debt or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, that is not expressly listed on SCHEDULE 1.3 hereto. Without limiting the generality of the foregoing sentence, Buyer shall not assume or be responsible for any of the following: any amounts due to any of Seller's creditors listed on SCHEDULE 1.3 hereto in excess of the amounts expressly listed thereon; any matured obligations under leases, licenses, contracts or agreements in excess of the amounts expressly listed on SCHEDULE 1.3 hereto; any liabilities, obligations, debts or commitments of Seller incident to, arising out of, or incurred with respect to, this Agreement and the transactions contemplated hereby; any and all sales, use, franchise, income, gross receipts, excise, payroll, personal property (tangible or intangible), real property, ad-valorem, value added, leasing, leasing use, or other taxes, levies, imposts, duties, charges or withholdings of any nature arising out of the transactions contemplated hereby. Seller further agrees to periods subsequent satisfy and discharge as the same shall become due all of its obligations and liabilities not specifically assumed by Buyer hereunder, provided, that Seller may contest any such liability to a third party in good faith. Buyer's assumption of the Assumed Obligations shall in no way expand the rights and remedies of third parties against Buyer as compared to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to rights and including remedies which such parties would have had against Seller had this Agreement not been consummated. Effective as of the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer employees shall be terminated by Seller, and at the option of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed employed by Buyer hereunderat compensation levels set forth on Schedule 3.17 attached hereto. Buyer hereby agrees to will indemnify Seller, Xxxxx and to Xxxxx and defend and hold Seller, Xxxxx and Xxxxx harmless from and against any and all damagesloss related to such termination, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising only with respect to periods prior to any employee who accepts employment and completes all applicable employment forms including a noncompetition agreement with Buyer upon the Closing Date for which no reduction consummation of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingtransaction contemplated by this Agreement.

Assumption of Liabilities. At the Closing, Buyer shall assume, and shall agree to assume satisfy and discharge ------------------------- all debts, as the same become due only those liabilities and obligations of Seller arising with respect to periods subsequent to specifically listed on EXHIBIT A hereto (the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder "Assumed Obligations") and, with respect subject to periods prior to and including Section 1.4 of this Agreement, the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Assumed Leases (as hereafter defined). Buyer shall not assume or be responsible at any time for any liability, obligation, debt or commitment of Seller, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise, that is not expressly listed on EXHIBIT A hereto. Without limiting the -------- ------- Additional Agreements until Seller has obtained the approval generality of the parties granting foregoing sentence, Buyer shall not assume or be responsible for any of the Additional Agreements following: any amounts due to any of Seller's transfer creditors listed on EXHIBIT A hereto in excess of the Additional Agreements amounts expressly listed thereon; any matured obligations under leases, licenses, contracts or agreements in excess of the amounts expressly listed on EXHIBIT A hereto; any liabilities, obligations, debts or commitments of Seller incident to, arising out of, or incurred with respect to, this Agreement and the transactions contemplated hereby; any and all sales, use, franchise, income, gross receipts, excise, payroll, personal property (tangible or intangible), real property, ad-valorem, value added, leasing, leasing use, or other taxes, levies, imposts, duties, charges or withholdings of any nature arising out of the transactions contemplated hereby. Seller further agrees to Buyer, whereupon satisfy and discharge as the Additional Agreements same shall be deemed to be included in the assets to be become due all of its obligations and liabilities not specifically assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason Buyer's assumption of the ownership, operation or control Assumed Obligations shall in no way expand the rights and remedies of the System after Closing Date; provided, -------- however, that third parties against Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein compared to the contrary notwithstanding, there is hereby excluded from the assumed obligations, rights and remedies which such parties would have had against Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has had this Agreement not been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingconsummated.

Assumption of Liabilities. Subject to the terms and conditions of this Agreement, at and as of the Closing, Buyer shall agree assume the Assumed Liabilities, in accordance with this Section 2.4. Buyer shall not assume, and Seller and Seller Parent, as applicable, shall retain, the Excluded Liabilities. Seller shall be responsible for and shall pay when due all of the Excluded Liabilities. Other than the Assumed Liabilities, nothing contained in this Agreement shall be construed as an agreement by Buyer to assume and discharge ------------------------- all debts, liabilities and obligations any Liability or to perform any obligation of Seller arising with respect or Seller Parent or their Related Parties. For the avoidance of doubt, all pre-paid expenses, rent, equipment rent, utilities and similar items pursuant to periods subsequent the Assigned Contracts (which are not paid under any other Transaction Document), any similar expenses or amounts paid, and goods paid for by Seller but not delivered prior to the Closing Date under any franchisewhether payable before or after the Closing, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods shall be apportioned between the period beginning before and ending the day prior to and including the Closing Date, to assume and discharge all obligations of the period beginning on the Closing. Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and liable for all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect amounts apportioned to periods prior to the Closing Date and Buyer shall be liable for which no reduction all amounts apportioned to periods on and after the Closing. Buyer and Seller shall settle all prorations within 90 Business Days following the Closing Date. Notwithstanding anything in this Agreement to the contrary, if the documents described in Section 2.8(a)(vi) are not delivered to Buyer on or prior to the date that is at least 30 days before the Closing Date, then Seller shall pay any rent due for the Assigned Locations for the first rent period following the Closing Date, consistent with prior practice, and Buyer shall reimburse Seller therefor promptly following receipt of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out evidence of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to such payment from Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising.

Assumption of Liabilities. Buyer (a) Purchaser does not and shall not assume or agree to assume assume, and discharge ------------------------- all debtsshall not acquire or take over, the liabilities and obligations of Seller arising any of the Companies of any nature, direct, contingent or otherwise, except (i) the obligations which arise out of the actions of Purchaser (or its Designee) from and after the transfer of the Assets to Purchaser (or its Designee), (ii) the Prorated Personal Property Taxes and (iii) the liabilities and obligations of the Companies expressly set forth on EXHIBIT G-1 hereto or with respect to periods subsequent to the performance under the Assigned Contracts listed on EXHIBIT C-1 hereto from and after the Closing Date under which will be assumed by Purchaser, or its Designee, at the Closing (all of such assumed liabilities being hereinafter referred to as the "Assumed Liabilities"). Doctor does not and shall not assume or agree to assume, and shall not acquire or take over, the liabilities and obligations of any franchiseof the Companies of any nature, licensedirect, permitcontingent or otherwise, lease, instrument except the obligations which arise out of the actions of Doctor from and after the transfer of the Doctor's Assets to Doctor and the liabilities and obligations of the Companies expressly set forth on EXHIBIT G-2 hereto or agreement transferred to Buyer hereunder and, with respect to periods prior to the performance under the Doctor's Assigned Contracts listed on EXHIBIT C-2 hereto from and including after the Closing Date, to assume and discharge all obligations of Seller to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to Date which will be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses Doctor at the Closing (the "Indemnifiable ClaimsDoctor's Assumed Liabilities") arising by reason ). Without limiting the generality of the ownershipforegoing, operation it is expressly agreed that none of Purchaser, any of its Designees or control Doctor shall have any liability to, for, or in respect of (i) any employees of any of the System Companies, except for liabilities and obligations arising solely out of the employment of such persons by Purchaser (or its Designee) or Doctor, as the case may be, after the Closing Date; provided, -------- however, that Buyer shall not indemnify Date or which are reflected on the Closing Date Balance Sheet and hold harmless Seller from are part of the Assumed Liabilities or (ii) any ------- Indemnifiable Claims Taxes of any of the Companies arising under Additional Agreements as a result of actions or relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction or any activity of the Purchase Price has been made pursuant Companies prior to Paragraph 4(bor after the Closing Date except for the Prorated Personal Property Taxes or unless otherwise expressly set forth on EXHIBIT G-1 OR G-2, respectively, or (iii) hereofany of the liabilities or obligations of any of the Companies to the extent such liabilities or obligations are not included as Assumed Liabilities or Doctor's Assumed Liabilities in the schedules attached to the Closing Date Balance Sheet, (b) arise out of any debt, liability the warranty obligations assumed by Purchaser or obligation arising do not relate to the performance under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained Assigned Contracts or Doctor's Assigned Contracts from and after the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingClosing Date.

Assumption of Liabilities. Buyer The Company Group shall agree not assume, and the Seller Group and the Purchaser Group, as applicable, shall retain, all Liabilities, including any Liability for any Indebtedness and any Liability arising out of any Excluded Assets (subject to assume and discharge ------------------------- all debts, liabilities and obligations of Seller arising the following provisos with respect to periods subsequent Company Assumed Liabilities, the “Excluded Liabilities”), provided that, that the Company shall assume, and agrees to faithfully discharge or perform (i) all Liabilities related to the Businesses of the Company Group and the Seller Group and the Purchaser Group that arise out of the Transferred Business Assets in the Ordinary Course of Business to the extent not in contravention of the provisions of this Share Purchase Agreement (including (A) accounts payable of the Business incurred in the Ordinary Course of Business other than amounts payable between the Purchaser Group and the Seller Group; (B) any Liability to the Seller Group or the Purchaser Group’s respective customers under standard warranty agreements given by the Seller Group or the Purchaser Group, as applicable, to its customers in the Ordinary Course of Business prior to Closing, (C) any Liability to the Seller Group’s customers incurred by the Seller Group in the Ordinary Course of Business for orders outstanding as of the Closing Date and any Liability to the Purchaser Group’s customers incurred by the Purchaser Group in the Ordinary Course of Business for orders outstanding as of the Closing Date, (D) any Liability of the Seller Group or the Purchaser Group, as the case may be, arising after the Closing Date under any franchise, license, permit, lease, instrument Transferred Material Contract transferred and assigned to the Company Group or agreement transferred any Contract that is entered into by Seller Group or the Purchaser Group after the date hereof in accordance with the provisions of this Share Purchase Agreement in either case whether or not attributable to Buyer hereunder and, with respect to periods prior to and including events or occurrences arising following the Closing Date, and (E) all Liabilities and obligations (including with respect to assume any claims that the Business Products infringe, misappropriate or otherwise violate the Intellectual Property rights of any other Person) related to the conduct and discharge all obligations operation of Seller the Company Group’s Business or that arise out of the Transferred Business Assets to the extent that attributable to events or occurrences arising following the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from (ii) any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein Liabilities assumed pursuant to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, ICON Capital Financing Guaranty (any and all Indemnifiable Claims Liabilities to the extent they arise provided for in clauses (ai) out to (ii) collectively, the “Company Assumed Liabilities”). For the avoidance of doubt, the Company Assumed Liabilities shall not include any debt, liability or obligation arising with respect Liabilities (including any accounts payable) required to periods prior to the Closing Date for which no reduction of the Purchase Price has been made be eliminated pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and Section 5.6. (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arising.)

Assumption of Liabilities. On the terms and subject to the ------------------------- conditions of this Agreement, on the Closing Date, Buyer shall, or shall agree to cause one or more of its affiliates to, assume and pay, perform and discharge ------------------------- when due, without duplication, (i) the Existing Debt (as in effect on the Closing Date), including any prepayment obligations, (ii) any and all debts, liabilities and obligations of Seller arising out of or related to the Litigation (whether before, on or after the Closing Date), (iii) any Real Estate Taxes (whether due or to become due), (iv) any and all liabilities and obligations for which Buyer is responsible pursuant to Section 11, (v) any and all liabilities and -- obligations of Seller arising out of or related to the Permits, Contracts and Leases (in each case, whether before, on or after the Closing Date), (vi) any and all liabilities and obligations (including unpaid transaction costs) relating to any of the Total Assets sold, transferred or otherwise disposed of pursuant to a Pending Transaction, (vii) any and all liabilities and obligations of Seller (as of the Closing Date) referred to in the Combining Trial Balance under the column heading "Real Estate Assets & Liabilities", (viii) any and all liabilities and obligations of Seller pursuant to Section 11 of the Subscription Agreement, (ix) any and all liabilities and obligations of Seller arising out of or related to the Distribution Agreement (excluding all of the Ancillary Agreements, as defined in the Distribution Agreement), but only to the extent same arises out of or relates to the Real Estate Assets and/or the Other Real Estate Assets which were previously conveyed to Seller pursuant to the Distribution Agreement but in any event excluding (A) any and all liabilities and obligations of Seller arising out of or related to the Florida Progress Business and the Echelon Business (as said terms defined in the Distribution Agreement), except for the assumption of liabilities and obligations by Buyer pursuant to the preceding provisions of this subclause (ix), (B) any and all liabilities and obligations of Seller arising out of or related to permits, contracts or leases which do not constitute Permits, Contracts or Leases hereunder and (C) any and all liabilities and obligations with respect to periods subsequent employee agreements and employee matters, except to the Closing Date under extent Buyer is responsible therefor pursuant to Section 11 and (x) any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume all other -- liabilities and discharge all obligations of Seller arising out of or relating primarily to the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval any of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against Total Assets (including any and all damages, costs, claims liabilities and expenses (the "Indemnifiable Claims") obligations of Seller arising by reason out of the ownership, operation or control possession, construction, use, access, leasing, maintenance, management, replacement, renewal, repair, operation, enjoyment, alterations, modifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof and thereto but excluding any and all liabilities and obligations of Seller which are expressly not assumed by Buyer pursuant to preceding subclause (ix)) (collectively, the System after Closing Date"Assumed Liabilities"); provided, ------------------- -------- however, that Buyer the Assumed Liabilities shall not indemnify and hold harmless Seller from include any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained (i) the approval Excluded Liabilities, all of the parties granting the Additional Agreements to which shall be retained by Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (cii) any debtthe Other Assumed Liabilities, liability or obligation all of Seller not expressly which shall be assumed hereunder, whenever arisingby the Other Buyer.

Assumption of Liabilities. Buyer The Company Group shall agree not assume, and the Seller Group and the Purchaser Group, as applicable, shall retain, all Liabilities, including any Liability for any Indebtedness and any Liability arising out of any Excluded Assets (subject to assume and discharge ------------------------- all debts, liabilities and obligations of Seller arising the following provisos with respect to periods subsequent Company Assumed Liabilities, the “Excluded Liabilities”), provided that, that the Company shall assume, and agrees to faithfully discharge or perform (i) all Liabilities related to the Businesses of the Company Group and the Seller Group and the Purchaser Group that arise out of the Transferred Business Assets in the Ordinary Course of Business to the extent not in contravention of the provisions of this Share Purchase Agreement (including (A) accounts payable of the Business incurred in the Ordinary Course of Business other than amounts payable between the Purchaser Group and the Seller Group; (B) any Liability to the Seller Group or the Purchaser Group’s respective customers under standard warranty agreements given by the Seller Group or the Purchaser Group, as applicable, to its customers in the Ordinary Course of Business prior to Closing, (C) any Liability to the Seller Group’s customers incurred by the Seller Group in the Ordinary Course of Business for orders outstanding as of the Closing Date and any Liability to the Purchaser Group’s customers incurred by the Purchaser Group in the Ordinary Course of Business for orders outstanding as of the Closing Date, (D) any Liability of the Seller Group or the Purchaser Group, as the case may be, arising after the Closing Date under any franchise, license, permit, lease, instrument Transferred Material Contract transferred and assigned to the Company Group or agreement transferred any Contract that is entered into by Seller Group or the Purchaser Group after the date hereof in accordance with the provisions of this Share Purchase Agreement in either case whether or not attributable to Buyer hereunder and, with respect to periods prior to and including events or occurrences arising following the Closing Date, and (E) all Liabilities and obligations (including with respect to assume any claims that the Business Products infringe, misappropriate or otherwise violate the Intellectual Property rights of any other Person) related to the conduct and discharge all obligations operation of Seller the Company Group’s Business or that arise out of the Transferred Business Assets to the extent that attributable to events or occurrences arising following the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from (ii) any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein Liabilities assumed pursuant to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, ICON Capital Financing Guaranty (any and all Indemnifiable Claims Liabilities to the extent they arise provided for in clauses (ai) out to (ii) collectively, the “Company Assumed Liabilities”). For the avoidance of doubt, the Company Assumed Liabilities shall not include any debt, liability or obligation arising with respect Liabilities (including any accounts payable) required to periods prior to the Closing Date for which no reduction of the Purchase Price has been made be eliminated pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingSection 5.6.

Assumption of Liabilities. Buyer shall agree to assume Except as otherwise expressly provided in this Section 5.10, from and discharge ------------------------- all debts, liabilities and obligations of Seller arising with respect to periods subsequent to after the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Applicable Closing Date, the Purchaser and its Subsidiaries (including the Transferred Entities) shall assume (and the Seller Group shall not retain) all employment and employee Liabilities arising out of or relating to assume the operation or conduct of the Business prior to, on or following the Applicable Closing Date in the case of (i) all Transferred Employees and discharge (ii) all Former Employees who were employed by any Transferred Entity. Except as otherwise expressly provided in this Section 5.10, from and after the Principal Closing Date, the Seller Group shall retain (and the Purchaser shall not assume) all employment and employee Liabilities arising out of or relating to the operation or conduct of the Business prior to, on or following the Principal Closing Date in the case of (x) all Former Employees who were not employed by any Transferred Entity and (y) all Business Employees who do not become Transferred Employees. Notwithstanding anything in this Agreement to the contrary, the Seller Group shall be solely responsible for, and shall indemnify the Purchaser and its Subsidiaries (including the Transferred Entities) in relation to all Liabilities, including, without limitation, damages, statutory and/or other costs, legal and other expenses that the Purchaser or its Subsidiaries may suffer or incur relating to, as a result of or in connection with any claim or proceeding concerning (A) the manner in which the Seller Group selected or determined which of their employees would be Business Employees, including but not limited to claims of unlawful discrimination, or any settlement relating thereto or (B) any member of the Seller Group’s failure to comply with their respective obligations under Section 5.10(q) of Seller this Agreement, except to the extent that the Purchase Price is reduced pursuant any such failure was due to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval any act or omission of the parties granting Purchaser or its Subsidiaries (including any such failure by the Additional Agreements to Seller's transfer Seller Group acting at the express direction of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify and to hold harmless from and against any and all damages, costs, claims and expenses (the "Indemnifiable Claims") arising by reason of the ownership, operation Purchaser or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingits Subsidiaries).

Assumption of Liabilities. Buyer shall agree In partial payment of the Purchase Price, Purchaser shall, subject to assume and discharge ------------------------- all debtsthis Section 1.6, liabilities and obligations assume, as of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to Buyer hereunder and, with respect to periods prior to and including the Closing Date, to assume the trade and discharge all obligations of Seller to other payables and accrued liabilities reflected on the extent that the Purchase Price is reduced pursuant to Paragraph 4(b) hereof; provided, however, that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval Seller's balance sheet dated as of the parties granting Closing Date, and listed on Schedule 1.6, as well as the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, whereupon the Additional Agreements shall be deemed to be included in the assets Assumed Contracts described on Schedule 1.2(c). The specific liabilities to be assumed by Buyer hereunder. Buyer hereby agrees the Purchaser pursuant to indemnify and this Agreement are hereinafter sometimes collectively referred to hold harmless from and against any and all damages, costs, claims and expenses (as the "Indemnifiable Claims") arising by reason of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Assumed Liabilities." Anything herein in this Agreement to the contrary notwithstanding, there is hereby excluded from the assumed obligationsPurchaser shall not assume, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and againstor in any way be liable or responsible for, any and all Indemnifiable Claims to liabilities or obligations of the extent they arise Seller except as specifically provided in this Section 1.6. Without limiting the generality of the foregoing, the Purchaser shall not assume the following: (a) out all other obligations, liabilities and commitments (fixed or contingent) of the Seller and the Video Products Business that exist as of the Closing Date or arise after the Closing Date from actions taken or circumstances existing on or therein through the Closing Date; (b) any debt, liability or obligation of the Seller arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby, including without limitation of the foregoing, any liabilities with respect to periods prior Taxes (as hereinafter defined) or obligations of the Seller to fund any of its employee benefit plans with funds previously contributed by its employees through payroll deductions; (c) any liability or obligation under contracts and other agreements to which the Seller is a party or by which it or its assets, properties or rights are bound or subject which are not described on schedule 1.2(c) and which exist as of the Closing Date for which no reduction of or arise thereafter from actions taken or circumstances existing on or therein through the Purchase Price has been made pursuant to Paragraph 4(bClosing Date; (d) hereof, (b) out of any debt, liability or obligation of the Seller to any of its stockholders or its affiliates; (e) any liability or obligation of the Seller arising under out of or relating to any breach of a representation, warranty, covenant or agreement of the Additional Agreements arising Seller contained herein; (f) any liability or obligation of the Seller to comply with any applicable Bulk Sales Act; and (g) any liability or obligation relating to any severance payment, change of control payment or other payment or obligation to any employee of the Seller becomes entitled to as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingtransaction contemplated hereby.

Assumption of Liabilities. Buyer shall assume on the Date of Closing all obligations, duties and liabilities arising under or with respect to any of the Assumed Obligations. Seller and Buyer acknowledge and agree that Buyer has not agreed to assume and discharge ------------------------- all debts, any of Seller's liabilities and obligations except for the Assumed Obligations. The assumption of Seller arising with respect to periods subsequent to the Closing Date under any franchise, license, permit, lease, instrument or agreement transferred to AssumedObligations by Buyer hereunder andshall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller and nothing herein shall prevent any party from contesting in good faith with any third party any of said liabilities. Except as expressly provided herein, with respect to periods prior to Buyer does not and including the Closing Date, to shall not assume and discharge all any liabilities or obligations of the Seller to or any other person, corporation, partnership, or entity, incurred as a consequence of the extent that ownership of the Purchase Price Assets or as a consequence of the operation of the Restaurant or as a consequence of this Agreement or the sale, assignment and transfer contemplated hereunder. Without limiting the generality of the foregoing, it is reduced pursuant to Paragraph 4(b) hereof; provided, however, understood and agreed that Buyer shall not assume the -------- ------- Additional Agreements until Seller has obtained the approval and shall not pay any of the parties granting following liabilities: Liabilities incurred by Seller in connection with this Agreement and the Additional Agreements transactions provided for herein (including, without limitation, counsel and accountant's fees, and expenses pertaining to Seller's transfer the performance by Seller of its obligations hereunder). Except as provided in Section 14.8 below, Taxes of Seller (whether relating to periods before or after the Additional Agreements Date of Closing), including any liability for Taxes arising out of any transferee liability. Liabilities of Seller with respect to Buyerany options, whereupon the Additional Agreements shall be deemed warrants, agreements or convertible or other rights to be included acquire any shares of its capital stock of any class. Liabilities in the assets connection with or relating to be assumed by Buyer hereunder. Buyer hereby agrees to indemnify all actions, suits, claims, proceedings, demands, assessments and to hold harmless from and against any and all damagesjudgments, costs, claims losses, liabilities, damages, deficiencies and expenses (the "Indemnifiable Claims") whether or not arising by reason out of third-party claims), including, without limitation, interest, penalties, reasonable attorneys' and accountants' fees and all amounts paid in investigation, defense or settlement of any of the ownership, operation or control of the System after Closing Date; provided, -------- however, that Buyer shall not indemnify and hold harmless Seller from any ------- Indemnifiable Claims arising under Additional Agreements as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer. Anything herein to the contrary notwithstanding, there is hereby excluded from the assumed obligations, and Seller hereby agrees to retain and discharge, and to indemnify and hold Buyer harmless from and against, any and all Indemnifiable Claims to the extent they arise (a) out of any debt, liability or obligation arising with respect to periods prior to the Closing Date for which no reduction of the Purchase Price has been made pursuant to Paragraph 4(b) hereof, (b) out of any debt, liability or obligation arising under the Additional Agreements arising as a result of actions relating to any period before Seller has obtained the approval of the parties granting the Additional Agreements to Seller's transfer of the Additional Agreements to Buyer, and (c) any debt, liability or obligation of Seller not expressly assumed hereunder, whenever arisingforegoing.