Common use of Assumed Liabilities Clause in Contracts

Assumed Liabilities. Buyer shall, on and as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shall, on and as In connection with its acquisition of the Closing DateAssets, accept and assume, and Purchaser shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) assume those liabilities and obligations arising out of events occurring on from and after the Closing Date related with respect to: (a) the Assumed General Contracts, the Personal Property Leases, and the Real Property Leases, (b) those term loans or installment loans payable by Seller and listed on the attached Schedule 3.1(b) but only to Buyer's ownership extent the proceeds of such loan payables were used to acquire equipment or vehicles used in the ordinary course of the Assets Business, and Buyer's operation (c) the employment matters specified in Article 8 (collectively, the “Assumed Liabilities”). The Parties acknowledge that until the Closing, Seller may make or incur capital expenditures with respect to the Business and may expand into territories in which Seller currently does not conduct its Business, but such capital expenditures or expansion are subject to the prior written consent of Purchaser in accordance with Section 7.4. If, in the ordinary course of the Business, Seller desires to make or incur such capital expenditures or expand its Business after and the Closing Date; (ii) all obligations and liabilities of Seller which are same is consented to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date Purchaser in the amount for which Buyer receives a credit writing pursuant to Section 1.6(a) below7.4, (B) Subscriber advance payments held then Seller may finance such expenditures and costs of expansion by borrowing sufficient funds from Standard Federal Bank and the new loans payable by Seller shall be added to Schedule 3.1 (b) and assumed by Purchaser at Closing as an Assumed Liability; provided, however, that the terms of such borrowings and loans must be approved by Purchaser in writing in accordance with Section 7.4. Notwithstanding anything to the Closing Date for services contrary contained in this Agreement, to be rendered the extent Seller desires to make or incur such capital expenditures or expand its Business and the same is not consented to by Purchaser in connection with the Business in the amount for which Buyer receives a credit writing pursuant to Section 1.6(a) below7.4, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and then Seller shall have no liability whatsoever to Purchaser for Seller’s failure to make or incur such capital expenditures or expand its Business. Purchaser shall be in entitled to withhold any rights under this Agreementand all of the consents referred to above, in its sole and absolute discretion, without any liability whatsoever to Seller.

Assumed Liabilities. Buyer shall, on and as of On the Closing Date, accept Purchaser shall assume and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, agree to discharge only (i) liabilities and obligations Liabilities arising out of events occurring on from and after the Effective Time under any Transferred Contract, including all payments due after the Effective Time, but excluding any Liability to the extent arising out of, or relating to, a breach of a Transferred Contract that occurred prior to the Effective Time, (ii) any Liability for Taxes attributable to the Transferred Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 promulgated under the Securities Act of 1933, as amended; [*] denotes omissions. Assets for any Post-Closing Date Tax Period, (iii) all Liabilities related to Buyer's the Products or the ownership of the Transferred Assets arising from and Buyer's operation of the Business after the Closing Date; Effective Time except as provided in and subject to any obligations set forth in the Development and Transition Services Agreement and (iiiv) all obligations and liabilities the Assumed Development Cost Liabilities (collectively, the “Assumed Liabilities”). It is understood that in no event will Purchaser or any of its Affiliates be required to reimburse Seller which are to be performed after or any of its Affiliates in an amount in excess of $16,000,000 in the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts aggregate for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, Assumed Development Cost Liabilities; (B) Subscriber advance payments held by all amounts that are paid to Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, Reimbursed Development Costs and (C) the delivery for all amounts that will be paid for Development of Internet connectivity service to Subscribers (whether Products under and pursuant to a Contract or otherwise) after the Closing Date; Development and (iii) Transition Services Agreement, notwithstanding the Current amount of any Liabilities (that may be described on Exhibit F and except as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption otherwise provided in Section 2.4 of the Assumed Liabilities by Buyer hereunder shall not enlarge Development and Transition Services Agreement. Except as expressly provided in this Section 2.3, none of Purchaser or any rights of third parties under contracts its Affiliates will be deemed for any reason to have become liable for or arrangements with Buyer successor to any other liabilities or obligations, liquidated or unliquidated, known or unknown, of Seller or any of their respective affiliates its Affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreementsuccessors.

Assumed Liabilities. Buyer shall, on and as As of the Closing DateClosing, accept Buyer will assume and assume, agree to discharge and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, perform (i) liabilities all of Seller's obligations under the Contracts but only to the extent such contracts are listed on Schedule 2.1(d) and only to the extent that such obligations arising out of events occurring on (A) arise from and after the Closing Date or (B) are related to Buyer's ownership of promotional activities (such as advertising, trade deals, and the Assets and Buyer's operation of like) that occur after the Closing, (ii) any open purchase orders delivered to suppliers related to the Business for which the goods or services being purchased by Seller relate exclusively to the Business and are delivered to Buyer after the Closing Datebut only to the extent those contracts are listed on Schedule 2.1(d), (iii) those open purchase orders received from customers related to the Business that have not been fulfilled and paid for as of Closing but only to the extent those contracts are listed on Schedule 2.1(d), (iv) customer and shelf space contracts but only to the extent those contracts are listed on Schedule 2.1(d); (iiv) supplier contracts but only to the extent those contracts are listed on Schedule 2.1(d); and (vi) all liabilities and obligations and liabilities of Seller with respect to (A) any trade deals related to the Business which are have been offered to be performed after the trade but not reimbursed by Sellers prior to the Closing Date arising under the Contracts, (including, without limitation, Seller's obligations off-invoice allowances, billback allowances, in-ad coupons and lump sum allowances) but only to Subscribers under such Contracts for the extent those trade deals are listed or summarized on Schedule 2.1(d), and (AB) Subscriber deposits held by Seller as of any and all coupons related to the Business which are redeemed or reimbursed on or after the Closing Date in but only to the amount for which Buyer receives a credit pursuant to Section 1.6(aextent those coupons are listed or summarized on Schedule 2.1(d) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption "Assumed Liabilities" does not include and Buyer shall not assume any liability for any tortious or other wrongful action, breach of contract, or nonperformance of any duty by Seller at any time before or after the Closing. In determining the portion of any items with respect to (i)(A), above, that are Assumed Liabilities, the allocation of pre-Closing and post-Closing cost shall be made on the basis of the Assumed Liabilities by Buyer hereunder shall volume of the affected products sold during the promotional event in each such period, or, if volume analysis is not enlarge any rights of third practical, then on such other cost allocation method as the parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreementmay agree.

Assumed Liabilities. Without limiting Buyer’s rights to indemnity under Article XI, Buyer’s rights to adjustments to the Purchase Price pursuant to Section 3.2, and Buyer’s remedies for Title Defects and Environmental Defects pursuant to Article VI, from and after the Closing, Buyer shallshall assume and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid and discharged) all obligations and Liabilities, whether known or unknown, liquidated or contingent, to the extent arising from, based upon, related to, or associated with, (X) the Conveyed Properties (including the ownership or operation of Oakfield) whether such obligations and Liabilities are deemed to have arisen or accrued or are attributable to periods prior to, on or after the Effective Time (including the Environmental Obligations and as P&A Obligations) and (Y) from and after the expiration (if ever) of the Closing Dateapplicable Survival Periods set forth in Section 4.3(e), accept the Retained Obligations (all such obligations and assumeLiabilities, collectively, the “Assumed Liabilities”); provided, however, that nothing in this Section 2.4 shall prejudice Buyer’s remedies with respect to a bona fide claim made pursuant to, and shall become and be fully liable and responsible forin accordance with, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or Section 11.2 with respect to, and the Assumed Liabilities shall not include, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of any Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i)Taxes, (ii) and any other Retained Liability prior to the expiration of the applicable Survival Period or (iii) together, any other matter to the "Assumed Liabilities"). The assumption of extent Seller is obligated to indemnify the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under Indemnified Parties pursuant to this Agreement.

Assumed Liabilities. At each Closing, the Buyer shallshall assume and agree to pay, on discharge and as perform when lawfully due only those obligations of the Closing Date, accept Seller under the contracts and assume, and shall become and be fully liable and responsible for, and other than as expressly agreements set forth herein Seller shall have no further liability or responsibility for or with respect toin Schedule 3.2 attached hereto and under the ROEs, (i) liabilities Other Agreements and Contracts that are part of the Transferred Assets, in each case only to the extent such obligations arising out of events occurring on arise and relate to periods after the Effective Time of a Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption None of the obligations of Seller under such contracts and agreements arising prior to the Effective Time of a Closing shall be assumed by Buyer. Notwithstanding the foregoing definition of Assumed Liabilities, (A) Buyer will not assume any obligation if Seller is in default under the terms of the agreement creating such obligation, and (B) the Assumed Liabilities will not include (i) any liabilities with respect to breaches, defaults or omissions of Sellers under any agreements creating the Assumed Liabilities, (ii) any obligation relating to any contract or agreement of Seller which is entered into by Buyer hereunder shall not enlarge any rights Seller after the Effective Date of third parties under contracts or arrangements with Buyer or Seller or any this Agreement in violation of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under the provisions of this Agreement, (iii) except as provided in Section 3.6, any taxes of any kind owed by Seller, (iv) any obligation owed to any Affiliate of Seller, (v) the obligation of Seller to make payments to the owners of the MDU Properties and Contracted MDU Properties so long as Seller is obligated to make such payments under the terms of the Services Agreement, or (vi) the obligation of Seller to refund prepayments by Subscribers as described in Section 3.7.3. and to return deposits to Subscribers with respect to analog or digital converter boxes.

Assumed Liabilities. Buyer shallOn the terms and subject to the conditions set forth herein, on and Purchaser hereby agrees, effective as of the Closing, to assume and thereafter to pay, discharge, perform and otherwise satisfy when due, in accordance with their respective terms, (i) all Liabilities arising from and after the Closing with respect to the Transferred Assets or the operation of the Business by Purchaser from and after the Closing, (ii) all Liabilities of Seller with respect to each Assumed Contract arising with respect to the period commencing on the date of the assignment of such Assumed Contract pursuant to this Agreement, other than, as provided in Section 2.1(e), any Cure Amounts listed on Schedule 2.1(e)(ii), (iii) all Customer Program Liabilities incurred in the ordinary course of business, (iv) subject to Section 2.1(d) and Article VIII, all Liabilities with respect to Hired Employees arising after the Closing, (v) all Liabilities for ad valorem (or similar) property Taxes (whether assessed or unassessed) in respect of the Transferred Assets for any taxable period (or portion thereof) beginning on or after the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than (vi) Purchaser’s share of Transfer Taxes as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i7.12(e), (ii) and (iii) togethercollectively, the "“Assumed Liabilities"”). The assumption of It is expressly understood that Purchaser is assuming only the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this AgreementLiabilities.

Assumed Liabilities. Upon the terms and subject to the conditions set forth in this Agreement, from and after the Closing, the Buyer shallwill assume and pay, perform, discharge and be responsible for the following obligations and liabilities of the Seller: (i) the accounts payable of Seller set forth on Schedule 2.4(i) (the “Accounts Payable”), (ii) the obligations and as liabilities of the Seller under the Assigned Contracts incurred after the Closing Date (and specifically excluding any obligations or liabilities under and breaches thereof arising prior to the Closing Date, accept ) which obligations and assumeliabilities being assumed under such certain Assigned Contracts are specifically set forth on Schedule 2.4(ii) hereto, and shall become and be fully liable and responsible for, and other than as expressly (iii) the Liabilities set forth herein Seller on Schedule 5.8 (the “Assumed Liabilities”); provided, however, the Assumed Liabilities shall have no further liability not include any obligations or responsibility liabilities that were not incurred in the ordinary course of business. Assumed Liabilities shall include any liabilities for (a) Taxes relating to or with respect to, (i) liabilities and obligations arising out of events occurring the Focus Factor Business accruing on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations sales taxes), (b) Taxes payable by the Buyer resulting from payments made pursuant to Subscribers under such Contracts for this Agreement, (Ac) Subscriber deposits held by Seller as one-half of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) belowTransfer Taxes, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) belowif applicable, and (Cd) Taxes of Buyer or any other Person, relating to the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) Focus Factor Business on and after the Closing Date; , whether pursuant to an agreement, by operation law or transferee or successor liability, or otherwise. Seller shall retain, and (iii) Buyer shall not assume, any liability of Seller, direct or indirect, known or unknown, absolute or contingent, not expressly included in the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shall, on and as As further consideration for the purchase of the Closing DateAssets to be effected hereby, accept Purchaser shall assume and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) discharge only the following liabilities and obligations arising out of events occurring on and after Seller (the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and “Assumed Liabilities”): those liabilities of Seller which are to be performed after the properly reflected in Seller’s Closing Date arising Balance Sheet (as defined in Section 2.5) and, with respect to any Tax liabilities assumed, those which are not past due or subject to any uncertain Tax positions within meaning of ASC 740, “Income Taxes.” The Assumed Liabilities shall include only (a) accounts payable (including commissions currently payable and sales taxes currently payable), (b) operating lease obligations for property used by Seller in its conduct of the Business, (c) customer deposit obligations that have not been applied towards inventory purchases or any other aspect of a customer installation and with respect to which Seller has not yet performed any services for the customer, and (d) any deferred revenue under service contracts which are assignable and delegable and are assigned to and assumed by Purchaser (with any necessary consents from the Contractscustomer-obligee and any other necessary third party); provided that the Assumed Liabilities shall expressly exclude (i) all undisclosed, includingunrecorded and unwritten liabilities of every type and character, without limitation(ii) all accounts payable owed to Littler Xxxxxxxxx PC and (iii) any and all indebtedness for borrowed funds, Seller's including indebtedness, obligations and liabilities, if any, of Seller to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) belowRDC, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a* , (C) belowSeller’s investors, and (CD) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i)Seller’s capital option holders, (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreementthem.

Assumed Liabilities. Buyer shall(a) Pursuant to the terms of Assignment and Assumption Agreements in the form attached as Attachment A, Buyers agree to assume those trade payables (each a “Trade Payable”, and collectively, “Trade Payables”) incurred in the ordinary course of the Business, as determined by Buyers in their sole discretion, in an amount not to exceed $540,000 in the aggregate, and excluding those liabilities described in paragraph 1.2(b). Buyers shall not be deemed to have assumed any specific Trade Payable until Buyers add such Trade Payable to Schedule 1.2(a), by identifying the payee and amount of such Trade Payable, which schedule may be amended by Buyers from time to time after Closing. If Buyers elect in their discretion to satisfy any trade payables of Sellers not included among the Trade Payables, then if such assumption is included on the closing statement at Closing, the Purchase Price shall be reduced by such amount, and as if such assumption and payment occurs after Closing, Sellers agree to reimburse Buyers for any amount paid within 10 business days after written notice of payment by Buyers (and Buyers shall have a right of setoff for any unreimbursed amounts against any Contingent Consideration due to Sellers pursuant to paragraph 2.2). Buyers’ agreement to assume the Trade Payables is conditioned upon Sellers' agreement to pay its trade payables in the ordinary course of business through the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit . Trade Payables assumed pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller this paragraph 1.2 shall be defined as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "“Assumed Liabilities"”). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shall, on and as of Purchaser will assume from Seller at Closing only the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller related to (i) the ownership and operation of the Facilities which accrue or otherwise are to be performed on or after Closing in respect of the contracts and agreements listed in Schedule 2.2 attached hereto (collectively referred to herein as the "Assumed Contracts"), in each case as in effect at Closing Date arising under and solely to the Contracts, including, without limitation, Seller's extent that the existence at or after Closing of such liabilities or obligations to Subscribers under such Contracts for (A) Subscriber deposits held does not constitute a breach of any representation or warranty made by Seller as of the herein or in connection herewith; (ii) proratable items which are not yet due and payable by Seller prior to or at Closing Date in the amount and for which Buyer Purchaser receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Dateat Closing; and (iii) obligations with respect to any security deposits or patient trust funds held by Seller and transferred to Purchaser on the Current Liabilities Closing Date. The liens and other related security regarding the Pension Notes secured by the Facilities (as hereinafter definedthe "Mortgage") shall be released at Closing. Notwithstanding anything to the contrary herein, or in any other writing delivered in connection herewith, nothing herein or in any such other writing shall be construed to constitute the assumption, express or implied, by Purchaser of any obligations or liability of Seller ((i)or of any Affiliate thereof, (ii) except solely for the obligations and (iii) together, liabilities expressly agreed to be assumed at Closing by Purchaser pursuant to the "Assumed Liabilities")first sentence of this Section 2.2. The assumption To the extent that any of the Assumed Liabilities by Buyer hereunder Contracts are not assignable without the consent of a third party, this Agreement shall not enlarge any rights of third parties under contracts itself constitute an assignment or arrangements an attempted assignment of such Assumed Contracts if such assignment or attempted assignment would constitute a breach thereof. Seller will use all reasonable efforts to obtain the consent to the assignment to Purchaser of each such Assumed Contract with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreementrespect to which such consent is required for such assignment.

Assumed Liabilities. Buyer shall, on and as of At the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect toto any Country Unit, Buyer shall assume the Assumed Liabilities to the extent relating to such Country Unit (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date except in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption case of the Assumed Liabilities in respect of the Transferred IP and the Transferred IP Agreements). Buyer shall promptly reimburse Seller for the performance by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller (or any of their respective affiliates its Affiliates) of any Assumed Liability the performance of which by, or subsidiarieson behalf of, Buyer (or an Affiliate of Buyer) is not accepted by the obligee in the exercise of such obligee’s lawful rights. No parties After the Closing with respect to any Country Unit, Buyer shall be solely liable for the payment, satisfaction and performance of the Assumed Liabilities relating to such Country Unit as and when such liabilities become due. Notwithstanding anything to the contrary herein, at the Principal Closing, Buyer shall assume the Assumed Liabilities in respect of the Transferred IP and the Transferred IP Agreements and shall agree to satisfy and discharge when due the liabilities and obligations of Seller (and its Affiliates) pursuant to such Assumed Liabilities, and after the Principal Closing, Buyer shall pay such Assumed Liabilities as and when such liabilities become due. Buyer will execute and deliver to Seller at each Closing an assumption agreement in the form of Exhibit E (the “Assumption Agreement”) and such other than agreements and instruments as Seller may reasonably request, whereby Buyer shall assume and Seller shall have any rights under this Agreementundertake to pay, perform and discharge as and when due the Assumed Liabilities relating to the applicable Country Units.

Assumed Liabilities. Buyer shallUpon the terms and subject to the conditions of this Agreement, on and as of at the Closing DateBuyer shall assume and agree to pay, accept and assumedischarge or perform when due, and shall become and be fully liable and responsible foras appropriate, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, only the following Liabilities: (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (iia) all obligations and liabilities executory Liabilities of Seller which under the Assigned Contracts, but only to the extent that such Liabilities thereunder are required to be performed after the Closing Date arising under and do not arise from or in connection with a breach of the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held terms of the applicable Assigned Contract by Seller on or prior to the Closing Date; (b) accrued expenses, accounts payable and deferred revenue obligations as of the Closing Date to the extent reflected on the Balance Sheet or accrued since the Balance Sheet Date in the ordinary course of business; and (c) all warranty claims arising after the Closing that relate to the pre-Closing period up to the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the reserve therefor reflected on the Balance Sheet or accrued since the Balance Sheet Date in the ordinary course of business (such assumed Liabilities, the “Assumed Liabilities”). For the avoidance of doubt, Buyer shall be liable for all Liabilities arising from the operation of the Business or the ownership of the Purchased Assets first arising during any period after the Closing Date for services to be rendered and that are, except as included in the Assumed Liabilities, not incurred as a result of or in connection with any action, omission, obligation or liability of Seller or its Affiliates occurring or existing prior to the Business Closing; provided, however, that notwithstanding anything to the contrary, the foregoing shall in no way limit the rights of Buyer to enforce obligations of the Seller and pursue remedies against the Seller under the Transition Services Agreement in accordance with the terms of the Transition Services Agreement in the amount for which Buyer receives event of a credit pursuant to Section 1.6(a) below, and (C) breach or default by the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights terms of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this the Transition Services Agreement.

Assumed Liabilities. Buyer shallFor purposes of this Agreement, on and as “Assumed Liabilities” means only the following Liabilities of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, Seller: (i) liabilities and obligations Liabilities first arising out of events occurring on and after the Closing Date related that relate solely to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Dateby Purchaser; (ii) all obligations and liabilities of Seller which are to be performed first arising after the Closing Date arising under Contracts specifically described in Section 2.1(c) to the Contracts, including, without limitation, Seller's extent such obligations and liabilities do not arise from or relate to Subscribers under such Contracts for (A) Subscriber deposits held any act or omission by Seller under any of such Contracts; (iii) an amount equal to the accrued payroll and vacation liabilities (which Purchaser may fund or, in the case of vacation liabilities, elect to assume in the form of vacation time credit under its policies, at its sole election) for Transferred Employees as of the Closing Date Closing, such amount shall not exceed $1,500,000 in the amount aggregate under any circumstances; (iv) employee benefits for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) Transferred Employees arising after the Closing Date, in form and amount consistent with those provided by Purchaser to its employees; and (iiiv) an amount equal to the Current value of accrued liabilities related to customer credits and other amounts due to customers of Seller. The accrued Liabilities (as hereinafter defined) of Seller ((i), (iidescribed in Section 2.2(c)(iii) and (iiiv) togetherare herein referred to as the “Assumed Accrued Liabilities.” Notwithstanding anything to the contrary contained in this Agreement, payments of amounts due pursuant to Section 2.2(c)(iii) (up to the "Assumed Liabilities"). The $1,500,000 cap) and (v) shall not constitute an assumption of the Assumed Liabilities by Buyer hereunder shall obligations and liabilities underlying or related to such amounts unless Purchaser expressly elects to assume vacation time credits in writing and then solely to the extent of the hours of credit it elects to assume whether or not enlarge any rights sufficient to extinguish the liability of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiariesto such employee. No parties other than Buyer and Seller Transferred Employee shall have any rights claim against Purchaser pursuant to this Section 2.2(c) or otherwise under this AgreementAgreement except pursuant to a written offer of employment delivered directly by Purchaser to such individual Transferred Employee.

Assumed Liabilities. Buyer shallOn the basis of the representations, warranties, covenants and agreements and subject to the satisfaction of the conditions set forth in this Agreement, on and as of the Closing Date, accept Buyer shall assume and assumeagree to pay, perform and shall become and be fully liable and responsible fordischarge when due, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) the following liabilities and obligations arising out of events occurring Seller: (a) Seller's obligations under the contracts listed on Schedule 1.1 which are assigned by Seller to Buyer and as to which Buyer succeeds to the rights of Seller, but only to the extent of liabilities and obligations that occur thereunder after the Closing Date related to Buyer's ownership opening of the Assets and Buyer's operation of the Business after business on the Closing Date; (b) Seller's obligations under the licenses, permits and franchises listed in Schedule 1.1(g), but only to the extent of liabilities and obligations that arise thereunder after the close of business on the Closing Date; (c) liabilities and obligations specifically listed on Schedule 1.5 and (d) those liabilities expressly assumed by Buyer pursuant to the terms of this Agreement. Buyer is not assuming, nor shall it be deemed to have assumed, (i) any liability or obligation of any kind or nature, except as provided in this Section 1.5, (ii) all obligations and liabilities any liability or obligation relating to the excluded assets described in Section 1.2. or (iii) any liability or obligation relating to the operations of Seller which are Seller's business prior to be performed after the Closing Date arising under the Contracts(including any environmental, including, without limitation, Seller's employee-related or product liability related liabilities or obligations (whether or not relating to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as any of the Assets purchased, including any liabilities relating to design or manufacturing defects which defects occurred prior to the Closing Date Date) whether or not the claim resulting in the amount for which Buyer receives a credit pursuant liability arises prior to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; . The liabilities and (iii) the Current Liabilities (obligations assumed by Buyer in accordance with this Section 1.5 are sometimes hereinafter referred to as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities."). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shall, on and as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date including, without limitation utility charges, rent under assumed leases and similar obligations to third parties, which shall be prorated between Seller and Buyer as of the Closing Date; (ii) those current liabilities and accrued expenses of Seller as of the Closing Date consisting of (A) accounts payable arising in the ordinary course of business and (B) unearned revenues (the "Assumed Current Liabilities and Accrued Expenses") and (iii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers (as defined in Section 2.16) under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) belowDate, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in ((A) and (B) are collectively referred to as the amount for which Buyer receives a credit pursuant to Section 1.6(a) below"Subscriber Obligations"), and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller Date ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shall, on and as of the Closing Date, ------------------- accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (ia) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (iib) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (Ai) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below1.6, (Bii) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below1.6, and (Ciii) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract under the Contracts or otherwise) after the Closing Date; and (iiic) the Current Liabilities (as hereinafter defined) of Seller Seller; and (d) any Long-term Liabilities or other liabilities or claims specifically assumed by Buyer in writing at the Closing and for which there is an adjustment to the Purchase Price pursuant to Section 1.6(b) hereof ((ia), (iib), (c) and (iiid) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shall, on and as of On the Closing Date, accept Seller shall Transfer to Buyer and Buyer shall assume the Assumed Liabilities. Buyer shall assume, and shall become undertake, satisfy, and be fully solely responsible for the payment, performance and discharge of, and Seller shall not remain liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability the Assumed Liabilities. As used herein, “Assumed Liabilities” means all obligations, commitments or responsibility for liabilities, absolute or contingent, known or unknown, recorded or unrecorded or otherwise, whenever asserted, arising from, related to or in connection with respect to(a) any Transferred Asset or Transferred IP (or the ownership or operation thereof) arising on or after the Closing Date, (b) any Transferred Contract but only to the extent such obligations, commitments or liabilities (i) liabilities arise on or after the Closing Date, and (ii) do not arise from or relate to any material breach by Seller or any of its Affiliates of any provision of any such Transferred Contract, (c) notwithstanding anything to the contrary in Section 2.4(b), any performance, warranty, maintenance and support obligations arising out of events occurring on and under any Novated Contract even if the problem, issue or defect occurred or was related to the period prior to the Closing Date, (d) all obligations relating to the Transferred Employees expressly assumed by Buyer pursuant to Article VI, (e) Taxes with respect to the Business for periods beginning after the Closing Date related or allocable to Buyer's ownership the portion of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed Straddle Period beginning after the Closing Date arising under to the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts extent provided for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) belowArticle IV, (Bf) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) belowTransfer Taxes, and (Cg) the delivery any other liabilities or obligations of Internet connectivity service to Subscribers (whether Buyer expressly assumed by Buyer from Seller pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this AgreementTransaction Agreements.

Assumed Liabilities. Buyer shallFrom and after the Effective Date, on the Purchaser shall assume the Royalty Agreement and as all obligations of the Closing Date, accept Vendor thereunder and shall assume, pay and shall become discharge as and when due and be fully liable responsible for all liabilities, if any, arising out of, under or by virtue of the Royalty Agreement, or arising out of, under or by virtue of the ownership by the Vendor of the Purchased Assets, in any such case whether fixed, absolute or contingent (collectively, the “Assumed Liabilities”). For greater certainty, any of the Vendor’s rights and responsible forliabilities arising out of, concerning or relating to the requirements of Sections 5.2, 5.4 and other than 5.6 of the Royalty Agreement in relation to the period prior to January 1, 2015 (save and except for rights pursuant to the provisions of Section 6.4) shall remain with the Vendor. The Vendor does hereby covenant and agrees with the Purchaser, as expressly set forth herein Seller and by way of a post-Closing covenant that shall have no further liability or responsibility for or with respect tonot merge on Closing, that it shall: (i) liabilities pursuant to the provisions of Sections 5.2 and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership 5.4 of the Assets Royalty Agreement, in relation to the period prior to January 1, 2015, on demand therefor by the Royalty Payors, duly pay in cash any difference that may be due and Buyer's operation owing by the Vendor to the Royalty Payors, together with interest thereon, pursuant to the terms and conditions of such sections, so as to avoid any offset in respect of such difference (together with interest thereon) as against the next following payment or payments of the Business after Aber Royalty and the Closing DateDDMI Royalty that shall be the property of the Purchaser; (ii) all obligations and liabilities provide proof (within a reasonable period of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (Atime thereafter) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as making of the Closing Date for services to be rendered payment contemplated in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date9(i); and (iii) keep the Current Liabilities (Purchaser reasonably informed as hereinafter defined) to all matters concerning its retention of Seller (certain rights and obligations as set forth in Sections 5.2, 5.4 and 5.6 of the Royalty Agreement, and in such regard and without limitation, subject to obtaining the prior written consent of the Royalty Payors, provide to the Purchaser promptly upon receipt, any and all documentation and other information that the Vendor may receive from time to time in connection with such matters, including pursuant to the provisions of Sections 5.6, 6.3 and 6.7 of the Royalty Agreement. The Purchaser does hereby covenant and agrees with the Vendor, as and by way of a post-Closing covenant that shall not merge on Closing, that, in the event that, in relation to the period prior to January 1, 2015, the Royalty Payors provide the Purchaser or any of its Affiliates with one or more payments relating to any difference due and owning by the Royalty Payors to the Vendor, together with interest thereon, pursuant to the requirements of Sections 5.2 and 5.4 of the Royalty Agreement, it shall: (i), ) hold such payment in trust for the benefit of the Vendor; (ii) and promptly provide the Vendor with notice in writing as to the receipt of such payment; (iii) togetherpromptly pay over to the Vendor all money received by it in connection with the foregoing; and (iv) keep the Vendor reasonably informed as to all matters concerning its retention of certain rights and obligations as set forth in Sections 5.2, the "Assumed Liabilities"). The assumption 5.4 and 5.6 of the Assumed Liabilities by Buyer hereunder shall not enlarge Royalty Agreement, and in such regard and without limitation, subject to obtaining the prior written consent of the Royalty Payors, provide to the Vendor promptly upon receipt, any rights and all documentation and other information that the Purchaser may receive from time to time in connection with such matters, including pursuant to the provisions of third parties under contracts or arrangements with Buyer or Seller or any Sections 5.6, 6.3 and 6.7 of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this the Royalty Agreement.

Assumed Liabilities. Buyer shallUpon the terms and subject to the conditions hereof, on and as of the Closing DateClosing, Seller will assign and transfer to Buyer, and Buyer will accept and assume, and thereafter shall become fully perform and be fully liable discharge, on a timely basis and responsible forin accordance with their respective terms and conditions, only (a) the liabilities, obligations and other than as expressly set forth herein commitments of Seller shall have no further liability or responsibility for or with respect to, listed on Schedule 1.4 hereto (including the Transferred Contracts) but only to the extent such obligations (i) liabilities do not arise from or relate to any breach by Seller of any provision of any of such Transferred Contracts and obligations arising out of events occurring (ii) do not arise from or relate to any event, circumstance or condition occuring or existing on and after or prior to the Closing Date that, with notice or lapse of time, would constitute or result in a breach of any of such Transferred Contracts, (b) any warranty obligations of Seller for any In Scope Products sold, by Seller to any customers or distributors prior to Closing, including but not limited to, those warranty obligations listed in Schedule 1.4 hereto, and (c) the existing software maintenance obligations of Seller listed in Schedule 1.4 with respect to software licensed, by Seller prior to Closing, in connection with any In Scope Product, it being understood, in the case of (a) and (b) above, and subject to Section 4.5, that Buyer shall perform such warranty or maintenance service obligations on behalf of and for Seller and Buyer will have no direct obligation or liability to Seller’s customers or distributors on account of such warranty or maintance obligations of the Seller or its Affiliates. (collectively, subsections (a), (b), (c) referred to as the “Assumed Liabilities”). Except for the Assumed Liabilities, Buyer is not assuming any liability, obligation or commitment of any nature of Seller related to Buyer's ownership Seller’s or its Affiliates’ operations or sales of the Assets In Scope Product prior to the Closing date, and Buyer's operation any such liability, obligation or commitment of the Business after Seller or its Affiliates shall be an Excluded Liability. For purposes of this Agreement, all liabilities of Seller and any of its Affiliates not expressly listed in the Closing Date; definition of Assumed Liabilities, or expressly excluded from the definition of Assumed Liabilities under subsections (i) and (ii) all obligations and liabilities of Seller which this Section 1.4, are referred to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed “Excluded Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.”

Assumed Liabilities. Buyer shall, on and as of Purchaser shall assume the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly liabilities set forth herein Seller shall have no further liability or responsibility for or with respect to, on Schedule 1.2 (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii"Assumed Obligations") and the payment obligations set forth on Schedule 1.2.1 (iiithe "Payment Obligations") together, up to the total amount of $307,609.31. The Assumed Obligations and the Payment Obligations shall be referred to herein as the "Assumed Liabilities". As to the Payment Obligations, Seller and Seller Parties shall be responsible for any and all liabilities related to the Payment Obligations that exceed $307,609.31. Other than the Assumed Liabilities, in no event shall Purchaser be deemed to have assumed or be responsible for any liabilities, liens, security interests, claims, obligations or encumbrances of Seller, contingent or otherwise, and the Transferred Assets shall be sold and conveyed to Purchaser free and clear of all liabilities, liens, security interests, claims, obligations and encumbrances and arising out of the conduct of the business relating to the Transferred Assets by Seller prior to the Closing (as defined herein). The assumption Without limiting the generality of the Assumed Liabilities by Buyer hereunder foregoing, in no event shall not enlarge Purchaser assume or be responsible for: (i) any rights income, property, franchise, sales, use or other tax of third parties under contracts or arrangements with Buyer or Seller or any filing requirements or obligations with respect thereto arising out of their respective affiliates or subsidiaries. No parties other than Buyer and resulting from the sale of the Transferred Assets hereunder (all such taxes to be paid by Seller) or any transaction of Seller shall have any rights under prior to or subsequent to the execution of this Agreement; and (ii) any liabilities, obligations or costs resulting from any claim or lawsuit or other proceeding relating to the Transferred Assets or naming Seller or any successor thereof as a party and arising out of events, transactions or circumstances occurring or existing prior to the Closing Date.

Assumed Liabilities. Buyer shall, on and effective as of the Closing Date, accept and assumebe assigned the applicable Sellers’ interests under the Designated Contracts (as defined in Section 8.1(c), below) to be assigned by Sellers under this Agreement and shall become assume all liabilities and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, obligations (i) liabilities and obligations arising out of events occurring Sellers accruing under the Designated Contracts on and after the Closing Date related to Buyer's ownership or, if assigned subsequently in accordance with the provisions of Section 8.1(c), below, from the Assets effective date of such later assignment by the applicable Sellers, (ii) all obligations arising in connection with the use and Buyer's operation of the Business Property from and after the Closing Date; (iiiii) all liability with respect only to accrued vacation benefits of those employees of Sellers employed by Buyer following the Closing, (iv) the Inventory Advances, and (v) any such additional liabilities and obligations as may be set forth or described on Schedule 2.2 hereto. Other than the liabilities and obligations of Sellers expressly assumed by Buyer hereunder, Buyer is not assuming and shall not be liable for any liabilities or obligations of Sellers including any such liabilities or obligations arising out of or related to (w) any breach by any Seller which are of any Contract, (x) the ownership, operation or control of the Property or the Business prior to be performed after the Closing Date arising under (other than the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held undertaken by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller 2.4 of this Agreement and such other obligations as of the Closing Date for services to may be rendered in connection with the Business in the amount for which Buyer receives a credit expressly assumed pursuant to Section 1.6(athis Agreement) below, and or (Cy) the delivery of Internet connectivity service to Subscribers (whether other than as expressly assumed pursuant to a Contract or otherwise) after the Closing Date; and clause (iii) the Current Liabilities (as hereinafter defined) of Seller ((i)this Section 2.2, (ii) any liability or obligation or Claim of any employee including with respect to pension and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreementseverance obligation.

Assumed Liabilities. Buyer shall, on and Effective as of the Closing DateClosing, accept and Buyer shall assume, and and/or shall become and be fully liable and responsible for, as applicable, and other than agrees to pay, discharge or perform, as expressly set forth herein Seller shall have no further liability or responsibility for or with respect toappropriate, when due the following Liabilities (i) liabilities and obligations such Liabilities collectively, the "Assumed Liabilities"): any Liability arising out of events occurring on or relating to the Purchased Assets to the extent that any such Liability is for, relates to and arises during time periods after the Closing Date related (including any such Liability arising out of or relating to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contractsany Third-Party Claim), including, without limitation, Sellerall amounts payable pursuant to any grower contracts included as Transferred Contracts; except as expressly provided in the Distribution Agreement or the Production Agreement, any Liability arising out of or relating to the sale of Products by or on behalf of Buyer or its Affiliates (including, without limitation, sales of Products by or through Buyer's obligations to Subscribers under such Contracts for or its Affiliates' distributors, resellers or agents (other than (A) Subscriber deposits held by Seller as and (B) distributors, resellers or agents acting on behalf of Seller)) to the extent that any such Liability is for, relates to and arises during time periods after the Closing Date in the amount for which Buyer receives a credit pursuant (including any and all storage and warehouse costs associated with Products incurred and related to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) time periods after the Closing Date); and any Tax Liability assessed against or with respect to (iiiA) the Current Liabilities Purchased Assets at any time after the Closing Date, or (B) except as hereinafter definedexpressly provided in the Distribution Agreement, the Production Agreement, the sale of Products by or on behalf of Buyer or its Affiliate (including, without limitation, sales of Products by or through Buyer's or its Affiliates' distributors, resellers or agents (other than (I) of Seller ((i), (ii) and (iiiII) togetherdistributors, resellers or agents acting on behalf of Seller)) at any time after the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this AgreementClosing Date.

Assumed Liabilities. Buyer shallExcept for the Assumed Liabilities (as defined below), BXXX shall not, by virtue of its purchase of the Purchased Assets, assume or become responsible for any Liabilities of Eton or any other Person in connection with this Purchase Agreement. Upon and subject to the terms, conditions, representations and warranties of Eton contained herein, on and as of the Closing Date, accept BXXX shall assume and assumeagree to pay, perform, and shall become discharge in a timely manner when due any and be fully liable all Liabilities of Eton arising under the [* * *] Agreement, and, subject to the effectiveness of the transfers of the Eton Registrations in accordance with Section 3.1, the Eton Registrations, in each case, solely relating to the Territory and responsible forarising during, and other than as expressly set forth herein Seller shall have no further liability relating to, the period on or responsibility for or after the Closing Date, including any Liabilities imposed by applicable Law with respect to obligations under the [* * *] Agreement or the Eton Registrations, in each case, solely relating to the Territory and arising during, and relating to, (i) liabilities and obligations arising out of events occurring the period on and or after the Closing Date related (collectively, with the Liabilities of BXXX and its Affiliates under Section 7, the “Assumed Liabilities”); provided, however, that the Assumed Liabilities shall exclude any and all Liabilities resulting from any breach of or non-compliance with the [* * *] Agreement or Eton Registrations by Eton or any of its Affiliates on or prior to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as later of the Closing Date in or the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as date of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery transfer of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current such Purchased Assets. All Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller Eton or any of their respective affiliates or subsidiaries. No parties other than Buyer its Affiliates not specifically described in this Section 2.2 (collectively, with the Liabilities of Eton and Seller its Affiliates under Section 7, the “Excluded Liabilities”) shall have any rights under this Agreementnot be assumed by BXXX and shall remain the sole obligation and responsibility of Eton and its Affiliates after the Closing.

Assumed Liabilities. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall assign, and Buyer shall, on and as of the Closing Date, accept and shall assume, and the Assumed Liabilities. For the purposes of this Agreement, the "Assumed Liabilities" shall become and be fully liable and responsible formean only the following Liabilities of Seller, and other than as expressly set forth herein Seller in any event shall have no further liability or responsibility for or with respect to, not include any Excluded Liabilities: (ia) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation all accrued Liabilities of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit under Section 2.05, (b) those obligations and Liabilities attributable to periods after Closing under the Seller Contracts and Governmental Approvals (and pending applications therefor) that are included in the Purchased Assets, (c) other obligations and Liabilities of Seller only to the extent that there shall be an adjustment in favor of Buyer with respect thereto pursuant to Section 1.6(a) below2.05, (Bd) Subscriber advance payments held by Seller as all obligations and liabilities arising out of Buyer's ownership of the Closing Date for services to be rendered in connection with Purchased Assets or operation of the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) belowafter Closing, and (Ce) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) all Liabilities arising after the Closing Date; attributable to the Transferred Employees. Except only for Assumed Liabilities, Buyer does not assume, and shall not have any responsibility for, any liabilities or obligations of Seller, including but not limited to Liabilities or obligations associated with Excluded Assets (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) togethercollectively, the "Assumed Excluded Liabilities"). The assumption Without limiting the generality of the Assumed Liabilities by foregoing, Buyer hereunder does not assume, and shall not enlarge have any rights responsibility for, any Liabilities or obligations of third parties under contracts Seller arising from or arrangements with Buyer or Seller or relating to any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreementthe Excluded Liabilities set forth on Schedule 2.03.

Assumed Liabilities. Buyer shall, on For the purposes of this Agreement and as the other Transaction Agreements (including the Local Transfer Agreements with respect to all Sellers located outside of the Closing DateUnited States), accept and assume, and shall become and be fully liable and responsible for, and "Assumed Liabilities" means:(i) all Liabilities of the Company or any of its Subsidiaries (other than as expressly set forth herein Seller shall have no further liability the Excluded Liabilities described in clauses (i)-(v) of the definition of Excluded Liabilities and Liabilities relating to Employees) to the extent resulting from, arising out of or responsibility for relating to the Business or the Transferred Assets, whether arising before, at or after the Closing;(ii) all Liabilities with respect to, (ito Offered Business Employees who become Transferred Employees that arise or are incurred after the Closing in respect of services provided by such employees to the Buyer or a Buyer Designee after the Closing;(iii) liabilities all Liabilities and obligations arising out of events occurring on and after or in any way relating to the Closing Date related employment, transfer or termination of employment of any Automatic Transferred Employee or with respect to Buyer's ownership of the Assets and Buyer's operation of gratuity benefits attributable to Transferred Employees engaged in the Business after in India (inclusive of their years of service with the Closing Date; (ii) all obligations Company and liabilities its Affiliates as required by Section 6.1(h)), including under any Employee Plan or Collective Status, regardless of Seller which are to be performed after the Closing Date when arising under the Contracts, or accrued and notably including, without limitation, Seller's obligations when existing, arising or accrued on or before the Closing Date, during the course of employment with the Company or any Employing Subsidiary, except as set forth on Schedule 2.1(d)(iii);and(iv) all Immigration Rights, to Subscribers under such Contracts for (Athe extent permitted by applicable Law;(v) Subscriber deposits held by Seller all liabilities set forth on Schedule 2.1(d)(v).On the terms and subject to the conditions set forth in this Agreement, effective as of the Closing Date Closing, Seller shall and shall cause its applicable Sellers to convey and the Buyer shall or shall cause its applicable Buyer Designee designated by the Buyer for such conveyance to assume and agree to perform, satisfy, discharge and fulfill when due the Assumed Liabilities.The Parties acknowledge and agree that the provisions of this Section 2.1(d) do not in the amount any way affect, alter or otherwise diminish either party's rights or obligations regarding indemnification under Section 10.2(a)(i)(B), Section 10.2(b)(i)(B), Section 10.2(a)(i)(C), Section 10.2(b)(i)(C), Section 10.2(a)(i)(D) or Section 10.2(b)(i)(D) for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as any breach of or inaccuracy in any representation or warranty or any breach of covenant of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((iapplicable Party.(e), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Subject to the terms and conditions set forth in this Agreement, the LLC and Buyer shall, on and as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability may also cause a pertinent Buyer Subsidiary or responsibility for or with respect Buyer Subsidiaries to, (i) liabilities jointly and obligations arising out of events occurring on and after severally with the Closing Date related to Buyer's ownership of the Assets LLC and Buyer's operation of , assume and pay, discharge and perform as and when due, only the Business after the Closing Date; (ii) all following obligations and liabilities of Seller Sellers (the "Assumed Liabilities"): (a) All liabilities and obligations of Sellers which both (i) pertain to or are to be paid or performed after during the period following the Closing Date arising (except to the extent that, but for the breach of Sellers, such liabilities and obligations would have been paid or performed prior to the Closing Date), and (ii) arise under any contract, License, agreement, arrangement, understanding or undertaking included in the Assets, including the Assigned Contracts, and any other obligation or liability of Sellers or any Affiliate of Sellers (including letters of credit and performance bonds) which is in the nature of a guaranty of the foregoing, to the extent the same are enumerated in Schedule 2.3(a) (together, the "Assumed Contracts"). (b) All liabilities and obligations of Sellers under open purchase orders pertaining to any Asset that were entered into by Sellers in the ordinary course of business with respect to operation of the Plant on or prior to the Closing and which provide for the delivery of goods or services subsequent to the Closing Date. (c) Without limiting Sellers' representations and warranties contained in Article 3 or Buyer's right under Article 12 with respect to a breach thereof, any and all liabilities and obligations to third parties respecting any changes or improvements needed to the Plant, if any, for them to be in material compliance following the Closing with respect to safety, building, fire, land use, access (including, without limitation, Seller's obligations to Subscribers under such Contracts for the Americans With Disabilities Act (A"ADA")) Subscriber deposits held by Seller as or similar Laws respecting the physical condition of the Closing Date Plant. (d) Without limiting Sellers' representations and warranties contained in the amount Article 3 or Buyer's rights under Article 12 for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) belowbreach thereof, and except for the Excluded Liabilities specifically listed in Section 2.4 (C) the delivery of Internet connectivity service to Subscribers including those described in Section 2.4(i)), any and all liabilities, claims, and expenses (whether pursuant to a Contract including, without limitation, those arising under Environmental Laws, or otherwise) in any way arising out of or related to or associated with the ownership, possession, use or operation of the Assets or any business conducted therewith or therefrom after the Closing Date; or any and all such liabilities, claims and expenses in any way arising from a change in Laws after the date hereof. Page 12 - CENTRALIA PLANT PURCHASE AND SALE AGREEMENT (iiie) the Current Liabilities (as hereinafter defined) of Seller ((iSuch miscellaneous and sundry liabilities, identified by category on Schedule 2.3(e), (ii) if any, which liabilities are ancillary to the ownership and (iii) together, the "Assumed Liabilities"). The assumption operation of the Assumed Liabilities by Buyer hereunder shall Assets and the Plant but are not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiariesotherwise enumerated above. No parties other than Buyer and Seller shall have any rights under this Agreement.Section 2.4

Assumed Liabilities. From and after the Closing, in the case of the Initial Closing Jurisdictions, or the applicable Subsequent Closing, in the case of each Subsequent Closing Jurisdiction, Buyer shallshall (or shall cause one or more of the Buying Affiliates to) assume and agree to pay, on defend, discharge and perform as and when due following Closing, in the case of the Initial Closing Jurisdictions, or following the applicable Subsequent Closing, in the case of each Subsequent Closing Jurisdiction, (pending resolution of any good faith dispute then existing with the other contracting party to any Purchased Contract) only the following specific Liabilities of Seller and the Selling Affiliates (the “Assumed Liabilities”): (i) subject to Section 2.7, all continuing obligations and Liabilities (including required maintenance, professional services obligations and payment obligations) that are first required to be performed or paid by Seller or the Selling Affiliates after the Closing or the applicable Subsequent Closing, as applicable, under each Purchased Contract that is to be transferred as of the Closing Dateor the applicable Subsequent Closing, accept and assumerespectively (except to the extent first arising as a result of a breach of, and shall become and be fully liable and responsible foror non-compliance with, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out the terms of events occurring on and after a Purchased Contract prior to the Closing Date related to Buyer's ownership of or the Assets and Buyer's operation of applicable Subsequent Closing, as the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((icase may be), (ii) current liabilities of the Acquired Business set forth on Schedule 2.2(a)(ii) incurred in the Ordinary Course of Business and calculated in accordance with GAAP (excluding Tax Liabilities and any Liabilities created as a result of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including, but not limited to, transaction bonuses or incentives and investment banker and broker fees and expenses), and (iii) together, such other Liabilities of Seller exclusively related to the "Assumed Liabilities"Acquired Business and set forth on Schedule 2.2(a)(iii). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. At the Closing, Buyer shallshall assume and agree to fully pay, on and as of the Closing Date, accept and assume, and shall become and perform or discharge or cause to be fully liable and responsible forpaid, and other than as expressly set forth herein Seller shall have no further liability performed or responsibility for or with respect todischarged when due, (i) liabilities and obligations only the post-Closing Liabilities arising out of events occurring (A) the contracts, equipment leases, license agreements, permits and agreements of or relating to the Business listed on Section 1.3(a)(i)(A) of the Seller Disclosure Schedule, the benefits of which are assigned to Buyer or for which Buyer otherwise receives substantially all of the economic benefits thereof pursuant to this Agreement to the extent, and only to the extent, such obligations accrue after the Closing Date related or are expressly assumed by Buyer (the "Fully Acquired Agreements") and (B) the contracts and agreements of or relating to Buyer's ownership the Business listed on Section 1.3(a)(i)(B) of the Assets and Buyer's operation Seller Disclosure Schedule, a portion of the Business benefits of which are assigned to Buyer or for which Buyer otherwise receives a portion of the economic benefits thereof pursuant to this Agreement to the extent, and only to the extent, such obligations accrue after the Closing DateDate or are expressly assumed by Buyer (the "Partially Acquired Agreements," and together with the Fully Acquired Agreements, the "Acquired Agreements"); and (ii) all obligations and liabilities Liabilities arising out of Seller which are to be performed (A) Products sold after the Closing Date arising under the Contracts, including, without limitation, Seller's and (B) outstanding open order obligations to Subscribers under such Contracts vendors for (A) Subscriber deposits held by Seller raw materials existing as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as end of the Closing Date for services to be rendered Manufacturing Transition Period (the Liabilities described in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller (clauses (i), ) and (ii) and (iii) togetherabove, collectively, the "Assumed Liabilities"). The Notwithstanding this Section 1.3(a), to the extent that any Acquired Agreement is not capable of being sold, assigned, transferred or conveyed without the authorization, approval, consent or waiver of any other party thereto, Buyer's assumption of the Assumed Liabilities by Buyer hereunder with respect to such Acquired Agreement shall not enlarge any rights of third parties under contracts only become effective upon such other party's authorization, approval, consent or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreementwaiver thereto.

Assumed Liabilities. At the related Closing, the Buyer shallCompanies shall assume and agree to discharge those, on and as only those, obligations, liabilities and contractual commitments of the Seller accruing after the related Closing Datethat are: (i) expressly listed on Schedule 2.3(a) to the extent a consent or approval of the assignment of which is required has been obtained at or prior to the related Closing; and (ii) Accrued Paid Time Off (as defined in Section 2.6) of employees of the Seller hired by the Buyer Companies at the related Closing (such obligations, accept liabilities and contractual commitments, the “Assumed Liabilities”). Notwithstanding the foregoing, the Buyer Companies may, within fourteen (14) days after August 2, 2007, notify the Seller of any additional contracts to be listed on Schedule 2.3(a) that they elect to assume, and Schedule 2.3(a) shall become and be fully liable and responsible forrevised accordingly; provided, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or however, with respect toto the contracts that the Buyer Companies elect not to assume, they shall consult with the Seller within such fourteen (i14) liabilities day period and obligations advise the Seller of their reason(s) not to assume such contracts. Except for the Assumed Liabilities, the Buyer Companies do not and shall not assume or in any way undertake to pay, perform, satisfy or discharge any other liability of the Seller existing on the related Closing Date or arising out of events occurring on and after any transactions entered into, or any state of facts existing, prior to the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shall(a) Anything herein to the contrary notwithstanding, on and as neither Purchaser nor Parent shall assume or otherwise become liable for any debts, claims, Liabilities, obligations or expenses of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and Companies other than (x) as expressly set forth herein Seller shall have no further liability or responsibility for or may arise with respect to, (i) liabilities and obligations arising out of events occurring on to periods from and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations Assumed Contracts to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, extent assigned hereunder and (Cy) the delivery of Internet connectivity service to Subscribers perform and discharge certain obligations with respect to returns store credit and gift certificates as provided in Section 2.3(b) below (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of Purchaser shall assume and shall duly pay, perform and discharge the Assumed Liabilities by Buyer hereunder shall not enlarge any rights as and when due. For purposes of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties clarity, (i) other than Buyer and Seller as set forth in clause (y) above, neither Purchaser nor Parent shall have any rights under this Agreementliability arising out of, or in connection with, the conduct of the Purchased Business or the ownership, operation or use of the Purchased Assets in each case prior to the Closing, all of which liabilities shall remain the responsibility of the Companies, and (ii) other than the Benefits Adjustment, none of the Companies shall have any liability arising out of, or in connection with, the conduct of the Purchased Business or the ownership, operation or use of the Purchased Assets in each case from and after the Closing, all of which liabilities shall be the responsibility of Parent and Purchaser. All Liabilities of the Companies other than the Assumed Liabilities (collectively, the "Retained Liabilities") shall be paid, performed and discharged by the Companies (or such of them as the case may be) as and when due.

Assumed Liabilities. On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction (or waiver by the party whose obligations hereunder are subject to such satisfaction) of the conditions set forth in this Agreement, on the Closing Date, Buyer shall deliver to Sellers an undertaking in the form attached as Exhibit B (the "Assumption Agreement") pursuant to which Buyer shall, subject to the provisions of Section 5.15, on and as of the Closing Date, accept assume and assumeagree to pay, perform and shall become and be fully liable and responsible fordischarge when due, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) the following liabilities and obligations arising out of events occurring on Sellers (without duplication): (a) Sellers' obligations under the contracts, agreements, leases and commitments listed in Schedule 2.5(a), which are assigned by Sellers to Buyer and as to which Buyer succeeds to the rights of Sellers, but, only to the extent of liabilities and obligations that arise thereunder after the Closing Date related to Buyer's ownership opening of the Assets and Buyer's operation of the Business after business on the Closing Date; (iib) all Sellers' obligations under the licenses, permits and Franchises listed in Schedule 2.5(b), but only to the extent of liabilities and obligations that arise thereunder after the opening of Seller which are to be performed business on the Closing Date; (c) liabilities and obligations of Sellers arising out of the operation of the Assets from and after the opening of business on the Closing Date arising under (other than as a result of any breach by Sellers of their obligations hereunder); (d) the Contracts, including, without limitation, Seller's payment of rent and the performance of other obligations pertaining to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as the operations of the Franchises from and after the opening of business on the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) belowDate, (Be) Subscriber advance payments held by Seller as obligations incurred after the opening of business on the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(aService Agreements, (f) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) obligations incurred after the opening of business on the Closing DateDate for the employees hired by Buyer; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder provided that Buyers shall not enlarge be responsible for any rights of third parties under contracts "stay" or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement."

Assumed Liabilities. Buyer shall, on and as of At the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), Newco shall only assume (iia) the obligations of the General Partner or Partnerships specifically described on Schedule 1.6 hereto, (b) those trade payables on open account incurred by the Partnerships in the ordinary course of the Partnerships' business from unrelated parties and (iiic) togetherthat certain note dated June 1, 1997 in the original principal amount of $100,000, including interest thereon at the rate of 12% per annum arising out of a loan by the Limited Partner to the General Partner (the "Limited Partners' Note). Such limited assumption shall be pursuant to that certain general conveyance, assignment and transfer of assets and assumption of liabilities, in the form attached hereto as Exhibit B (the "Assignment and Assumption Agreement") to be executed by the parties hereto at the Closing, effective as of the Effective Time. With respect to any lease or other contract obligations reflected on Schedule 1.6 or otherwise described in the first sentence of this Section, it is agreed that Newco will have no responsibility whatsoever for any breaches or defaults which occurred prior to the Effective Time. Except for (a) those liabilities and obligations specifically assumed by Newco as provided above and (b) the obligations of makers or guarantors on the notes described on Schedule 1.6, any and all debts, liabilities and obligations of the Partnerships, the "Assumed Liabilities"). The assumption General Partner and/or any other parties hereto, whether known or unknown, absolute, contingent or otherwise (including, but not limited to, federal, state and local taxes, any sales taxes, use taxes and property taxes, any taxes arising from the transactions contemplated by this Agreement and any liabilities arising from any litigation or civil, criminal or regulatory proceeding involving or related to the parties hereto or their business) shall remain the sole responsibility of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights party or parties responsible therefor prior to the execution of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement. At the Closing, the Limited Partners' Note (including interest thereon) will be paid in full by Newco, or funds sufficient in an amount to fully pay the Limited Partners' Note will be placed in escrow with an escrow agent mutually acceptable to APS and the Limited Partner, and such funds will be used to pay in full the Limited Partners' Note within three (3) days from the Closing Date.

Assumed Liabilities. Buyer shall, on and as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) accounts payable, advance payments by Subscribers, accrued expenses, all deferred revenues and any other current liability of Seller as of the Closing Date (except the current portion of any bank debt or line of credit to be paid pursuant to Section 1.5) included on Seller's balance sheet, as determined in accordance with GAAP consistently applied (the "Assumed Current Liabilities"); and (iii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers (as defined in Section 2.16) under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller Date ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer Buyer, Seller and Seller the Principal Shareholder shall have any rights under this Agreement.

Assumed Liabilities. Buyer shall, on and as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, Subject to (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership occurrence of the Assets WSOD/EJV Option Closing, and Buyer's operation of the Business after the Closing Date; (ii) all obligations the terms and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, conditions set forth in this Section 9 (including, without limitation, Seller's the terms and conditions set forth in Section 9.8 and Section 9.9 hereof), at the WSOD/EJV Option Closing, Purchaser shall assume from Sellers and thereafter pay, perform, or discharge in accordance with their terms and hold Sellers harmless in respect of, all (i) payables, obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as and liabilities with respect to, arising out of, or associated with the ownership, possession or use of the WSOD/EJV Assets arising on or after the WSOD/EJV Option Closing; (ii) obligations that arise or which by their terms are to be observed, paid, discharged or performed, as the case may be, on or after the WSOD/EJV Option Closing Date in under the amount for which Buyer receives a credit WSOD/EJV Designated Contracts that the Purchaser has elected to assume pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller 9.8 hereof and for such goods and services as of the Closing Date for services to be rendered in connection with the Business are provided in the amount for which Buyer receives a credit ordinary course to the WSOD/EJV Business on or subsequent to the WSOD/EJV Option Closing Date; (iii) those liabilities listed on Schedule 9.10 hereto; (iv) the Purchaser’s share of prorated liabilities of Sellers pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date9.15 hereof; and (iiiv) liabilities and obligations set forth in Section 9.17. The liabilities to be assumed pursuant to this Section 9 shall be referred to herein as the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "“WSOD/EJV Assumed Liabilities")”. The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.56 9.11

Assumed Liabilities. On the terms and subject to the conditions specified in this Agreement, at the Closing, Buyer shallwill assume and agree to pay, perform and discharge when due, subject to Buyer's right to dispute the obligations in good faith, (i) all of the Seller's obligations under the agreements, leases, contracts and commitments indicated with a notation that such obligation is to be assumed by Buyer on Schedule 4.8 and Schedule 4.11 attached hereto (the "Assumed Contracts"), and under sales and purchase orders entered into in the ordinary course of business (other than obligations resulting from, arising out of, relating to, in the nature of, or caused by, breach of contract, breach of warranty, tort, infringement, or violation of law, relating to facts or circumstances existing prior to the Closing Date), but in each case only to the extent that such agreements, leases, contracts, commitments and sales and purchase orders constitute Purchased Assets and have been validly assigned to Buyer hereunder or Buyer is otherwise able to assume the benefits thereof and (ii) Seller's rebate obligations entered into with its customers prior to the Closing Date and earned prior to and after the Closing; provided that with respect to each customer Buyer shall assume and be required to pay only such amounts earned prior to the Closing to the extent Seller pays to Buyer the Seller's Rebate Obligation with respect to such customer in accordance with Section 8.15. The items in clauses (i) and (ii) above are collectively referred to herein as the "Assumed Liabilities." Schedule 1.1(c) attached hereto specifies Seller's customer rebate programs entered into with, or extended to, customers on or prior to September 19, 1996 and the amount of such customer rebates earned through such date. Within 45 business days after the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (iwill provide to Buyer a revised Schedule 1.1(c) liabilities and obligations arising out of events occurring on and after to reflect the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller earned customer rebates as of the Closing Date in the amount for which Buyer receives a credit pursuant based on total sales prior to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services by Seller to be rendered in connection such customer (with respect to each such customer, "Seller's Pre-Closing Sales") during the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(acurrent program period set forth opposite such customer's name on Schedule 1.1(c) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the such customer's "Assumed LiabilitiesProgram Period"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Pursuant to the terms of this Agreement and the Management Agreement, Buyer shallshall assume from Seller and thereafter pay, on and as of the Closing Dateperform, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or and/or discharge in accordance with respect to, their respective terms: (i) all liabilities and obligations arising out of events occurring from, or otherwise relating to, the Sale Assets accruing or arising on and or after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Commencement Date; (ii) any and all obligations Expenses assumed by Buyer under (and liabilities of Seller which are as defined in the Management Agreement) and any Shortfall Advances (as defined in the Management Agreement) necessary to be performed after the Closing Date arising under the Contractsfund such Expenses; (iii) Seller’s obligations, including, including without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date commissions due and payable in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as ordinary course of business and consistent with Seller’s historical manner under the Closing Assigned Contracts on or after the Commencement Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (Civ) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after on the Closing Date; and , any commissions that may exist under any of the Assigned Contracts arising on or prior to the Commencement Date (iiithe "Preexisting Commissions") the Current Liabilities (as hereinafter defined) of Seller ((i)up to an aggregate but not exceeding $2,400,000, (iithe "Assumed Commissions") and (iii) together, collectively the "Assumed Liabilities"), provided, however, that prior to the Commencement Date Seller shall remain liable for and pay all Preexisting Commissions in excess of $2,400,000, and indemnify and hold Buyer harmless for same. The assumption Assumed Commissions shall be fixed and determined as of the Assumed Liabilities Commencement Date, but shall be assumed by Buyer hereunder as of the Closing Date. Buyer, during the Term of the Management Agreement, may pay, cause to be paid, satisfy or otherwise resolve the Assumed Commissions and to the extent any Assumed Commissions are paid, caused to be paid, satisfied or otherwise resolved, Buyer shall not enlarge any rights receive a credit towards the Section 3.1(a)(iii) portion of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiariesthe Purchase Price on the Closing Date. No parties other than Buyer From and Seller after the Closing Date, the Assumed Commissions shall have any rights under this Agreementbe a liability assumed by Buyer.

Assumed Liabilities. Buyer shall, on and as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, : (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) accounts payable, advance payments by Subscribers, accrued expenses, all deferred revenues and any other current liability of Seller as of the Closing Date (except the current portion of any bank debt or line of credit to be paid pursuant to Section 1.5 and except Notes Payable of Seller, as set forth on Schedule 1.3(a) fees for professional services rendered to Seller prior to and as of the Closing Date by the law firm of Long, Xxxxxx, Xxxxxx & Xxxxx, P.A. and by Xxxxx, Xxxxxxx CPA Group, P.A. included on Seller's balance sheet, as determined in accordance with GAAP consistently applied (the "Assumed Current Liabilities"); and (iii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers (as defined in Section 2.16) under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller Date ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shall, on and as of Purchaser will assume from Seller at Closing only the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller related to (i) the ownership and operation of the Facilities which accrue or otherwise are to be performed on or after Closing in respect of the contracts and agreements listed in Schedule 2.2 attached hereto (collectively referred to herein as the "Assumed Contracts"), in each case as in effect at Closing Date arising under and solely to the Contracts, including, without limitation, Seller's extent that the existence at or after Closing of such liabilities or obligations to Subscribers under such Contracts for (A) Subscriber deposits held does not constitute a breach of any representation or warranty made by Seller as of the herein or in connection herewith; (ii) proratable items which are not yet due and payable by Seller prior to or at Closing Date in the amount and for which Buyer Purchaser receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Dateat Closing; and (iii) obligations with respect to any security deposits or patient trust funds held by Seller and transferred to Purchaser on the Current Liabilities (as hereinafter defined) Closing Date. Notwithstanding anything to the contrary herein, or in any other writing delivered in connection herewith, nothing herein or in any such other writing shall be construed to constitute the assumption, express or implied, by Purchaser of any obligations or liability of Seller ((i)or of any Affiliate thereof, (ii) except solely for the obligations and (iii) together, liabilities expressly agreed to be assumed at Closing by Purchaser pursuant to the "Assumed Liabilities")first sentence of this Section 2.2. The assumption To the extent that any of the Assumed Liabilities by Buyer hereunder Contracts are not assignable without the consent of a third party, this Agreement shall not enlarge any rights of third parties under contracts itself constitute an assignment or arrangements an attempted assignment of such Assumed Contracts if such assignment or attempted assignment would constitute a breach thereof. Seller will use all reasonable efforts to obtain the consent to the assignment to Purchaser of each such Assumed Contract with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreementrespect to which such consent is required for such assignment.

Assumed Liabilities. Subject to the terms and conditions of this Agreement, the Seller hereby agrees to transfer and assign, and Buyer shallhereby agrees to assume, on pay and as of perform subsequent to the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, the following (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) togethercollectively, the "Assumed Liabilities"). The assumption ): (a) all accrued expenses, accounts payable and other current liabilities reflected on the books and records of Seller as of the Assumed Liabilities by date of Closing ("Current Liabilities"), (b) subject to Section 8.16, all notes payable and other indebtedness of Seller for borrowed money (including without limitation the current portion of long-term debt) reflected on the books and records of Seller as of Closing ("Indebtedness"), (c) all obligations of Seller to creditors of the Acquired Subsidiaries under written guarantees executed for their benefit and disclosed in the schedules to this Agreement, (d) all liabilities and obligations of the Seller under the Executory Contracts (provided that such agreements are validly assigned to Buyer hereunder on or after the Closing, and in the event such agreements are so assigned after the Closing, Buyer shall not enlarge any rights assume such liabilities and obligations under such agreements effective as of third parties the Closing), (e) all liabilities and obligations of Seller as the general partner of SevenJTex, under contracts the LPA (as defined in Section 3.2) or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer otherwise (the "GP Liability"), and Seller shall have any rights under (f) those additional liabilities set forth on Schedule 2.1 attached to this Agreement.

Assumed Liabilities. (a) The Assets shall be sold and conveyed to Buyer shallfree and clear of all Liens (as defined below), on except Permitted Liens (as defined below). Subject to Section 1.5(b) below, at the Closing, Buyer will assume and agree to fully pay, perform or discharge in a timely manner, fully in accordance with the respective terms thereof, as of the Closing Date, accept and assume, and shall when they become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect todue, (i) all liabilities and obligations of Seller relating to the Assets or the Business arising out from, or in connection with, the conduct of events occurring on and after the Closing Date related to Buyer's Business or the ownership of the Assets and Buyer's operation of the Business by Buyer or any other person after the Closing Date; (ii) all liabilities and obligations and liabilities of Seller which are to be performed after the Closing Date arising under the terms of the Assumed Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts except for (A) Subscriber deposits held those liabilities and obligations which Seller is required to satisfy prior to the Closing (except to the extent such liabilities or obligations are reflected on the Final Closing Balance Sheet) or (B) which arise due to a breach by Seller of an Assumed Contract prior to the Closing; (iii) all accounts payable and other current liabilities of the Seller as of the Closing Date in each case incurred in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as ordinary course of the Business to the extent reflected on the Final Closing Date for services Balance Sheet; (iv) to be rendered the extent that the FANAV exceeds the Cap, any liabilities or obligations under Assumed Contracts, accounts payable and other current liabilities of the Seller not set forth in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller (clauses (i), (ii) and or (iii) together, above that were incurred in the "Assumed Liabilities"). The assumption ordinary course of the Assumed Liabilities Business as of the Closing Date and of the type reflected as liabilities on the Pro Forma Balance Sheet (but any such additional obligations and liabilities shall be assumed only to the extent of the amount by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.which

Assumed Liabilities. Buyer shall, on agrees to and as of shall at the Closing Dateassume and agree to pay, accept discharge and assumeperform when lawfully due only those liabilities, and shall become and be fully liable and responsible forcontracts, commitments and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which that are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for listed on SCHEDULE 2.2 hereto (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). Seller agrees to satisfy and discharge all debts, liabilities and obligations of Seller other than the Assumed Liabilities as they come due in the ordinary course of business, whether known at the Closing or thereafter determined, and Seller expressly agrees to hold Buyer harmless with respect thereto. The undertakings of Buyer referred to in this Section 2.2 shall not in any way limit Buyer's right of recourse for any breach of the covenants, representations, or warranties of Seller contained in this Agreement. The assumption by Buyer of the Assumed Liabilities shall be construed so that none of the Assumed Liabilities shall be expanded, increased, broadened, or enlarged as to rights or remedies that any third party might have had against Seller had the acquisition of the Acquired Business by Buyer hereunder not taken place. Nothing in this Agreement shall not enlarge any rights of third parties under contracts be deemed or arrangements with construed to foreclose either Buyer or Seller from contesting in good faith the duties and liabilities to third parties that are assumed by Buyer pursuant to this Agreement or any of their respective affiliates or subsidiaries. No parties other than Buyer and retained by Seller shall have any rights under pursuant to this Agreement. On the Closing Date, Buyer shall deliver to Seller an instrument, substantially in the form of EXHIBIT G, pursuant to which it will assume the Assumed Liabilities.

Assumed Liabilities. Buyer shallPurchaser hereby assumes, on and as agrees to discharge and perform, the following Liabilities of Seller, whether direct or indirect, known or unknown, absolute or contingent, accrued, fixed or otherwise, or whether due or to become due, solely to the Closing extent such Liabilities accrue or arise or are to be performed from and after the Effective Date, accept other than Excluded Liabilities (as defined below), in accordance with the respective terms and assumesubject to the respective conditions thereof (collectively, but excluding the Excluded Liabilities, the “Assumed Liabilities”): (i) any and shall become and be fully liable and responsible for, all Liabilities and other than as obligations or duties under the Customer Agreements or relating to the Customer Account Property accruing or arising or to be performed from and after the Effective Date, except to the extent expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising to the extent such Liabilities arise out of events occurring on and any breach or default by Seller prior to the date hereof or out of any event which after the Closing Date related to Buyer's ownership giving of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held notice would constitute a default by Seller as of prior to the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i)date hereof, (ii) and any Liabilities arising after the Effective Date based on the acts or omissions of Purchaser, (iii) together, the "Assumed Liabilities"). The assumption any Liabilities relating to Purchaser’s use of the Assumed Liabilities by Buyer hereunder shall Acquired Assets after the Effective Date, and (iv) any and all expenses and costs pertaining to the employees servicing the Customer Agreements after the Effective Date including, but not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer limited to, all payroll, payroll taxes, unemployment taxes, workers’ compensation insurance premiums, and Seller shall have any rights under this Agreementworkers’ compensation claims.

Assumed Liabilities. Buyer shall, on and as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly Unless otherwise set forth herein Seller shall have no further liability on Schedule 1.3 hereto or responsibility for or with respect to, (i) liabilities and obligations unless a Liability arising out of events occurring on and after the Closing Date related under any of the Assigned Contracts that does not arise out of or result from a Breach prior to Buyer's the Closing Date (collectively the “Assumed Liabilities”), the Seller will retain, and will be solely responsible for paying, performing and discharging, and Purchaser will not assume or otherwise have any responsibility or liability for, any Liabilities of the Seller, including but not limited to Liabilities arising out of or relating to (a) the use or ownership of the Purchased Assets and Buyer's operation by the Seller prior to the Closing or any Liabilities arising out of the Business after Purchased Assets prior to the Closing DateClosing; (iib) any Liability relating to Taxes of the Seller or any Liabilities of any Person other than Seller under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; (c) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as Liabilities of the Closing Date in the amount Seller for which Buyer receives a credit pursuant Taxes incident to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as or arising out of the Closing Date for services negotiation, preparation, approval or authorization of this Agreement or the Transactions; (d) the Benefits Liabilities; (e) any Liability with respect to be rendered any employee of the Seller related to such employee’s employment with the Seller, including but not limited to liabilities related to the termination of such employee’s employment with Seller in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and Transactions; (Cf) the delivery of Internet connectivity service to Subscribers Excluded Assets; or (whether pursuant to a Contract or otherwiseg) after the Closing Date; and Transaction Expenses (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) togethercollectively, the "Assumed “Excluded Liabilities"”). The assumption of Purchaser shall at the Closing (and hereby does covenant and agree to) assume the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this AgreementLiabilities.

Assumed Liabilities. Buyer shallshall not assume, on shall not take subject to and as shall not in any way be liable for, any liabilities or obligations of any kind or nature, whether absolute, contingent, accrued, known or unknown, of Seller or any Affiliate of Seller except for: (a) the trade and accounts payables of the Business incurred before the Closing Date, accept Date but not paid by Seller in the Ordinary Course and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein on Schedule 2.2; (b) the loans payable incurred before the Closing Date which relate to the equipment and primary systems and line of credit of the Business and are on the balance sheet of the Seller shall have no further liability or responsibility for or with respect to, delivered pursuant to Section 4.3.1 of this Agreement and set forth on Schedule 2.2; (ic) the contractual obligations of the Seller set forth on Schedule 2.2 incurred before the Closing Date which relate to the operation of the Business; and (d) all liabilities and obligations arising out of events occurring on and or after the Closing Date related with respect to Buyer's ownership the Assumed Contracts, Assumed Leases, Assumed Real Estate Lease and Assumed Loans. The Parties acknowledge that although it is their intent to make Buyer fully and solely responsible to repay all of the Assets loans set forth on Schedule 4.25 and Buyer's operation of to discharge and hold the Business after Duncans and Seller harmless from any further obligation with respect to those loans, the lenders that provided the loans are unwilling to release the Duncans and Seller from their Guaranties and other obligations under the loans. Accordingly, Buyer is delivering to Seller and the Duncans at the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this AgreementBank Letter.

Assumed Liabilities. Buyer shall, on and as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein herein, Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) accounts payable, advance payments by Subscribers, accrued expenses, all deferred revenues, ordinary recurring operating expenses, and any other current liability of Seller as of the Closing Date (except the current portion of any bank debt or line of credit to be paid pursuant to Section 1.5) included on Seller's balance sheet, as determined in accordance with GAAP consistently applied and de minimis ordinary recurring operating expenses that are not included on Seller's balance sheet (the "Assumed Current Liabilities"); and (iii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers (as defined in Section 2.16) under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller Date ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shallUpon the terms and subject to the conditions set forth in this Agreement, on and as of the Closing Date, accept Buyer shall assume and assumeagree to pay, perform and discharge, as and when due, the following, and shall become only the following, Liabilities of Company (collectively, the “Assumed Liabilities”): (a) all Liabilities of Company accruing solely and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability entirely on or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related under the Assumed Contracts and unrelated to Buyer's ownership any pre-Closing breach of the Assets such Assumed Contracts; (b) all Liabilities of Company accruing solely and Buyer's operation of the Business entirely on or after the Closing DateDate under Contracts which are serviced by Buyer on behalf of Company pursuant to Section 2.5 until such time, if any, that Buyer delivers a Cancellation of Beneficial Rights Notice, in which case such Liabilities arising after such time shall not be Assumed Liabilities; and (c) the following Liabilities of Company reserved against on the face of the Final Closing Balance Sheet, but only in the amounts so reserved: (i) trade payables; (ii) all obligations accrued vacation, holiday and/or sick pay for employees of Company that Buyer elects to hire (“Accrued Vacation”); (iii) ordinary course and liabilities of Seller which are accrued Liabilities relating to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered facilities and/or equipment used in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and operation of Company (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Dateother than indebtedness); and (iiiiv) the Current Liabilities deferred revenue (as hereinafter defined) of Seller ((i), (ii) and (iii) togethercollectively, the "Assumed “Accrued Liabilities"”). The assumption of and agreement by Buyer to pay, perform and discharge, as and when due, the Assumed Liabilities by Buyer hereunder shall not enlarge prohibit Buyer from contesting with any rights third party the amount, validity or enforceability of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreementthe Assumed Liabilities.

Assumed Liabilities. Buyer shall, on Subject to the terms and as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly conditions set forth herein Seller herein, Xxxxx shall have no further liability or responsibility for or with respect toassume and agree to pay, (i) perform and discharge when due any and all liabilities and obligations of Seller arising out of events occurring or relating to the Business or the Purchased Assets [prior to,] on and or after the Closing Date related to Buyer's ownership of Closing, other than the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Excluded Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) togethercollectively, the "Assumed Liabilities"). The assumption , including, without limitation, the following: all trade accounts payable of Seller to third parties in connection with the Business that remain unpaid as of the Closing Date; all liabilities and obligations arising under or relating to the Assigned Contracts; except as specifically provided in Section VI.04, all liabilities and obligations of Buyer or its Affiliates relating to employee benefits, compensation or other arrangements with respect to any Transferred Employee arising on or after the Closing; all liabilities and obligations for (i) Taxes relating to the Business, the Purchased Assets or the Assumed Liabilities by for any taxable period ending after the Closing Date and (ii) Taxes for which Buyer hereunder shall not enlarge any rights is liable pursuant to Section VI.11; all other liabilities and obligations arising out of third parties under contracts or arrangements with Buyer relating to Xxxxx's ownership or operation of the Business and the Purchased Assets [prior to,] on or after the Closing; [all liabilities and obligations of Seller or any set forth on (f) of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreementthe Disclosure Schedules; and] [[ANY OTHER ASSUMED LIABILITIES].]

Assumed Liabilities. Buyer shall, on and as As of the Closing Date, accept Buyer shall assume and assumeagree to pay, perform and shall become and be fully liable and responsible fordischarge the obligations of Seller under the Contracts arising subsequent to the Closing Date, and plus those other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect toliabilities disclosed on Schedule 1.3 (collectively, the “Assumed Liabilities”), plus: (i) liabilities Seller’s contractual obligations under current resident agreements, assuming no future service obligations (as defined in the AICPA Audit Guide for Health Care Organizations, Chapter 14, formerly known as Statement of Position 90-8, Financial Accounting and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing DateReporting by Continuing Care Retirement Communities); (ii) all unearned resident entrance fees; (iii) all deferred revenue for future services and residents’ advance deposits; and (iv) the contractual obligations and liabilities under certain service contracts of Seller which are related to be performed pharmacy, food service, housekeeping and laundry for a period of not less than one (1) year after Closing; and (v) all liability and payment obligations related to Seller’s commitment or obligation to pay any person or entity serving as guardian of the person of any Facility residents. Seller and Buyer agree that Buyer shall assume and perform the obligations of Seller arising subsequent to the Closing Date arising under each of the Contracts, includingregardless of whether consent to the assignment of each such Contract is required but not obtained; provided, without limitationhowever, Seller's obligations that Seller shall indemnify and hold Buyer harmless from and against any claim related to Subscribers under such Contracts for (A) Subscriber deposits held failure to obtain consent made against Buyer by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant any party to a Contract or otherwise) after that consent to the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) assignment of such Contract by Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by to Buyer hereunder shall is required but has not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreementbeen obtained.

Assumed Liabilities. Buyer shallAt the Closing, except as described in ------------------- this Section 1.2, the Purchaser shall assume and agree to pay, satisfy, perform and discharge as the same shall become due (i) all accounts payable to the extent they relate to the Business and are listed on a schedule prepared by the Seller and as of delivered to the Purchaser prior to the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability (ii) all liabilities resulting from or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on the operation of the Business by the Purchaser, or the Purchaser's ownership, operation or use of the Acquired Assets, or the actions or omissions of the Purchaser, its Affiliates, agents, contractors or subcontractors in connection therewith, following the Closing, including but not limited to liabilities under Assigned Contracts and the Real Estate Leases, in each case arising after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"), pursuant to an Assumption Agreement substantially in the form of Exhibit 1.2 hereto. The assumption Notwithstanding anything contained in this Agreement to the contrary, the Purchaser shall not assume or otherwise be responsible at any time for any liability, obligation, debt or commitment of the Assumed Liabilities by Buyer hereunder shall Seller, including, but not enlarge limited to, any rights liabilities, obligations, debts or commitments of third parties under contracts the Seller incident to, arising out of or arrangements incurred with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties respect to this Agreement and the transactions contemplated hereby, other than Buyer and the Assumed Liabilities. Without limiting the foregoing, the following liabilities shall be retained by the Seller shall have any rights under this Agreement.(the "Excluded Liabilities"):

Assumed Liabilities. At Closing, the Seller Parties shall assign and Buyer shallshall assume and agree to discharge Sellers from (a) the Eagle Equities senior debt financing all agreed to liabilities in the Assumed Liabilities Statement including all liabilities directly related to the Purchased Assets and (b) those liabilities arising after the Closing under the Assumed Contracts, other than liabilities or obligations (i) to any Owner or affiliates of such Owner, (ii) arising out of or relating to any breach of any Assumed Contract or other action taken by any Seller Party before the Closing, (iii) arising out of or relating to any event, circumstance or condition occurring or existing on or before the Closing that, with notice or lapse of time, would constitute or result in a breach of any of such Assumed Contracts, (iv) arising from contingent customer liabilities not specifically disclosed in the Disclosure Schedules, (v) that would constitute a breach of this Agreement for which Bxxxx would be entitled to receive indemnification according to Article 6 ((a) and (b) collectively, the “Assumed Liabilities”). Within seven (7) days before the Closing Date, Seller Parties shall deliver to Buyer a statement (the “Assumed Liabilities Statement”) setting forth, as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) a complete listing of such liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection along with the Business in the dollar amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreementthese liabilities.

Assumed Liabilities. The Buyer shall, hereby agrees to assume (i) all obligations of the Seller under the Transferred Contracts with respect to work to be performed or matters arising on and as of or after the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of the Seller which are under the Transferred Lease, whether as tenant or otherwise, with respect to be performed matters arising on or after the Closing Date Date, and any Liability arising under the Contractsout of or relating to such obligations; (iii) certain deposits, includingadvance payments, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held and other prepaid amounts paid by Seller as of on or prior to the Closing Date in to those vendors, suppliers, and contractors with respect to Transferred Contracts and to the amount for which Buyer receives a credit pursuant landlord with respect to Section 1.6(athe Transferred Lease, as specifically set forth on Schedule 2(d) below(the “Assumed Prepaid Amounts”), (Biv) Subscriber advance payments held by Seller as of Liabilities related to the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract Transferred Customer Owned Inventory occurring or otherwise) arising after the Closing Date; and (iiiv) customer warranty claims under the Current Liabilities Transferred Contracts (as hereinafter defined“Warranty Claims”) but, in the case of Seller clause ((iv), (iix) only on terms and at rates set forth in the applicable Transferred Contract or, if none, (1) as agreed upon by the Seller and such customer in writing on or before the Closing Date, or (2) if no such price is agreed pursuant to clause (1), as agreed upon by the Buyer and the Seller before the Buyer commences work on any such Warranty Claim, or (3) if no such price is agreed pursuant to clause (2), the standard rates typically charged by the Buyer for similar work performed for its customers, and (iiiy) togetherthe cost of such Warranty Claims shall be deducted from the Holdback Amount, and if in excess of the Holdback Amount such excess shall be paid by the Seller to the Buyer immediately in cash upon written notice thereof (clauses (i) through (v), the "“Assumed Liabilities"”). The assumption , it being understood that the Buyer is not assuming any Liability of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts Seller related to the Transferred Lease or arrangements with Buyer the Transferred Contracts occurring or Seller or any of their respective affiliates or subsidiaries. No parties arising prior to the Closing Date other than Buyer and Seller shall have any rights under this AgreementWarranty Claims.

Assumed Liabilities. (a) At the Closing, Seller will assign and transfer to Buyer, and Buyer shall, on and as of the Closing Date, accept and will assume, and thereafter shall become fully perform and be fully liable discharge, on a timely basis and responsible forin accordance with their respective terms, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) the liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) belowlisted on Schedule 1.4 hereto, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, together the "Assumed Liabilities"). The assumption ) including listed contracts and the liabilities set forth on Schedule 1.4.A. Without limiting the generality of the foregoing, except for the Assumed Liabilities by or as provided in the Operative Agreements, Buyer hereunder shall is not enlarge assuming or undertaking any rights obligations or liabilities of third parties under Seller to any assets or contracts which are not included in the Transferred Assets or arrangements with the Assumed Liabilities. Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer is assuming and undertaking, and Seller shall have not remain liable for, any rights under obligations or liabilities of Seller, contingent or otherwise, whenever asserted, relating to vacation prior to the Closing and to a 401(k) benefit plan, all as set forth in this Agreement (and subject to the limitations set forth in Section 4.2 of this Agreement) and such obligations and liabilities are specifically included in the Assumed Liabilities. Except as set forth in the Operative Agreements, Buyer shall not assume any liabilities of Seller whether accrued, absolute or contingent, recorded or unrecorded or otherwise, and Seller shall be responsible for, all accounts payable, accrued expenses, and Taxes that relate to the period prior to the Closing, including, but not limited to the foregoing and all liabilities and obligations of Seller with respect to current or former employees, directors and independent contractors of Seller prior to the Closing Date, including under any employee benefit plans.

Assumed Liabilities. At and after the Closing, Buyer shallshall assume and timely pay, on discharge and as of perform when due those Liabilities attributable to periods after the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for under or with respect toto the Licenses, Assumed Contracts and other Assets (collectively, the “Assumed Liabilities”). All Liabilities not expressly assumed by Buyer hereunder are collectively referred to herein as “Non-Assumed Liabilities” and shall remain and be the obligations and liabilities solely of Seller. Without limiting the generality of the foregoing, the Non-Assumed Liabilities shall include the following: (i) liabilities any Liabilities arising from or related to the ownership, operation or use of the Business and/or the Assets prior to Closing, (ii) all Liabilities relating to any of the Excluded Assets, (iii) any debts, obligations or other Liabilities owing from Seller or any of its Affiliates to Seller or any of its Affiliates, (iv) any Liability of Seller or any Affiliate of Seller for Taxes relating to periods prior to Closing, whether or not shown on a Tax Return, (v) any Liability for Taxes payable with respect to Seller’s transfer of the Assets to Buyer and obligations Seller’s consummation of the other transactions contemplated by this Agreement, except to the extent of Buyer’ obligation to pay such Liability under Section 12.2 of this Agreement; (vi) any claims or other Liabilities of Seller arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business prior to Closing under or relating to pre-Closing violations of Environmental Laws or pre-Closing releases of Hazardous Substances, (vii) Liabilities under any Non-Assumed Contract, except to the extent of Buyer’s obligation to pay such Liability under Section 5.2(c) of this Agreement; (viii) any Liability to or in respect of, or arising out of or in connection with, the employment or cessation of employment by Seller of, any Employees or former Employees of Seller, including (A) any employment or consulting agreement, whether or not written, between Seller and any person, (B) any Liability under any Compensation Arrangement and any Employee Plan, (C) any claim of an unfair labor practice or grievance or any claim under any unemployment compensation, employment standards, pay equity or worker’s compensation law or regulation or under any federal, state or provincial employment discrimination law or regulation, which shall have been asserted by any Employee or former Employee based on acts or omissions which occurred during the period of or relating to such Employee’s employment by Seller, whether or not such Employee is hired by Buyer or any of its Affiliates, (D) any Liability relating to payroll, vacation, personal day or sick pay for any current or former employee, director, officer, consultant or independent contractor of Seller (except with respect to liabilities for any Employee employed by Buyer for any period after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (iiE) and (iii) togetherwith respect to any actual or alleged agreements or promises to current or former employees, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts directors, officers, consultants or independent contractors regarding stock options, equity or equity based compensation plans, programs or arrangements with Buyer or maintained by Seller or any of their respective affiliates its Affiliates, and (F) any Liability arising out of or subsidiaries. No parties other than Buyer relating to any stay bonus, severance plan or arrangement, special waiting bonus or special retention plan or agreement, (ix) any Liabilities for legal, accounting or broker’s fees incurred by Seller and its Affiliates in connection with this Agreement and the consummation of the transactions contemplated hereby, and (x) all Liabilities of Seller shall have any rights arising under this Agreement.

Assumed Liabilities. Buyer shallExcept for the liabilities pertaining solely to the operation of the Practice at the Facility expressly set forth below (the "Assumed Liabilities"), the Purchaser shall not assume or become responsible for any of the debts, claims, liabilities, obligations, damages or expenses of the Seller, whether or not any of the foregoing relate to, or arise out of, the operation of the Practice at the Facility, of any kind or nature, whether known, unknown, contingent, absolute, liquidated, unliquidated, disputed, undisputed or otherwise, incurred or accruing on and as of or prior to the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations (w) any liabilities for Taxes which relate to Subscribers under such Contracts for periods prior to the Closing Date, (Ax) Subscriber deposits held by Seller as claims, suits, actions or proceedings arising out of events occurring in the operation or business of the Facility or the Practice on or prior to the Closing Date in the amount for which Buyer receives a credit pursuant and (y) all claims that may arise with respect to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered provided in connection with the Business Practice at the Facility on or prior to the Closing Date. The Assumed Liabilities shall be limited to all of the (a) accounts payable by the Seller in the amount for which Buyer receives a credit pursuant ordinary course of business consistent with prior practice, (b) amounts due with respect to Section 1.6(a) belowperiods after the Closing Date under the Contracts and the Leases, and (Cc) the delivery of Internet connectivity service amounts due with respect to Subscribers (whether pursuant to a Contract or otherwise) periods after the Closing DateDate under the DVI Capital Lease; provided, however, that on the Closing Date the amount of all payments (including principal and interest) due under the DVI Capital Lease shall not exceed the sum of $306,386.85 (iii) the Current Liabilities (as hereinafter defined) payable in 21 monthly installments of Seller ((i$14,589.85), (ii) and (iii) togetherthe Seller shall be current with all of its obligations thereunder, and will not be otherwise in default of any term of the DVI Capital Lease. To the extent that amounts due under the DVI Capital Lease shall exceed the sum of $306,386.85, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreementbe solely responsible for the payment of such excess amounts.

Assumed Liabilities. Buyer shallExcept for the Assumed Liabilities, on and Eton shall not, by virtue of its purchase of the Purchased Assets, assume or become responsible for any Liabilities of Eyemax or any other Person in connection with this Restated Agreement. As previously agreed by the parties, as of the Closing DateClosing, accept Eton shall assume and assumepay, perform, and shall become discharge any and be fully liable and responsible forall Liabilities of Eyemax under the [* * *] Agreement arising prior to, during, and other than as expressly set forth herein Seller shall have no further liability relating to, the period on or responsibility for or after the Closing, including any Liabilities imposed by applicable Law with respect to obligations under the [* * *] Agreement (the “[* * *] Liabilities”). Further, Eton shall assume and pay, perform, and discharge any and all Liabilities of Eyemax under the Eyemax Registrations, solely relating to the Territory arising prior to, (i) liabilities during, and obligations arising out of events occurring relating to, the period on and or after the Closing Date related (collectively, with the [* * *] Liabilities and Liabilities of Eton under Section 5.1, the “Assumed Liabilities”); provided, however, that the Assumed Liabilities shall exclude any and all Liabilities resulting from any breach of or non-compliance with the [* * *] Agreement or Eyemax Registrations by Eyemax or any of its Affiliates on or prior to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as later of the Closing Date in or the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as date of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery transfer of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current such Purchased Assets. All Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller Eyemax or any of their respective affiliates or subsidiaries. No parties other than Buyer its Affiliates not specifically described in this Section 2.2 (collectively, with the Liabilities of Eyemax under Section 5.1, the “Excluded Liabilities”) shall not be assumed by Eton and Seller shall have any rights under this Agreementremain the sole obligation and responsibility of Eyemax and its Affiliates after the Closing.

Assumed Liabilities. At the Closing, Buyer shallshall assume and agree to fully pay, on and as of the Closing Date, accept and assume, and shall become and perform or discharge or cause to be fully liable and responsible forpaid, and other than as expressly set forth herein Seller shall have no further liability performed or responsibility for or with respect todischarged when due, (i) liabilities and obligations only the post-Closing Liabilities arising out of events occurring (A) the contracts, equipment leases, license agreements, permits and agreements of or relating to the Business listed on Section 1.3(a)(i)(A) of the Seller Disclosure Schedule, the benefits of which are assigned to Buyer or for which Buyer otherwise receives substantially all of the economic benefits thereof pursuant to this Agreement to the extent, and only to the extent, such obligations accrue after the Closing Date related or are expressly assumed by Buyer (the "Fully Acquired Agreements") and (B) the contracts and agreements of or relating to Buyer's ownership the Business listed on Section 1.3(a)(i)(B) of the Assets and Buyer's operation Seller Disclosure Schedule, a portion of the Business benefits of which are assigned to Buyer or for which Buyer otherwise receives a portion of the economic benefits thereof pursuant to this Agreement to the extent, and only to the extent, such obligations accrue after the Closing DateDate or are expressly assumed by Buyer (the "Partially Acquired Agreements," and together with the Fully Acquired Agreements, the "Acquired Agreements"); and (ii) all obligations and liabilities Liabilities arising out of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held Products manufactured by Seller Buyer and (B) outstanding open order obligations to vendors for raw materials relating to the Business existing as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as end of the Closing Date for services to be rendered Manufacturing Transition Period (the Liabilities described in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller (clauses (i), ) and (ii) and (iii) togetherabove, collectively, the "Assumed Liabilities"). The Notwithstanding this Section 1.3(a), to the extent that any Acquired Agreement is not capable of being sold, assigned, transferred or conveyed without the authorization, approval, consent or waiver of any other party thereto, Buyer's assumption of the Assumed Liabilities by Buyer hereunder with respect to such Acquired Agreement shall not enlarge any rights of third parties under contracts only become effective upon such other party's authorization, approval, consent or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreementwaiver thereto.

Assumed Liabilities. (a) Except as set forth in paragraph (b) below, at the Closing Buyer shall, on will assume the following liabilities and obligations of Seller which relate to the business of Seller and which are not paid or discharged at or before the Closing: (i) trade payables and accrued and unpaid expenses and Taxes (other than income and payroll-related Taxes and Taxes payable in connection with transactions between Seller and the Canadian Subsidiary) of Seller as of the Closing Date, accept and assumein each case which have arisen in the ordinary course of Seller's business; provided that Buyer will assume the liabilities under this section solely to the extent of such amounts as are properly accrued, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after reserved and/or recorded in the Final Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing DateBalance Sheet; (ii) all liabilities for and obligations and liabilities of Seller which are relating to the Purchased Assets or the business of Seller to be performed after the Closing arising from the Material Contracts, Leases and other contracts and commitments to be assigned to Buyer under Section 2.1(a)(vi), other than liabilities and obligations arising from breaches thereof prior to the Closing; (iii) all employee-related liabilities and obligations with respect to Transferred Employees (i) which relate to matters arising prior to Closing to the extent they are accrued on the Final Closing Date Balance Sheet, or (ii) which relate to matters or events arising from and after the Closing; and (iv) the liability of Seller arising in the normal course of business (i) for returns of goods under warranty or (ii) with respect to end-of-season unsold inventory returns from distributors, resellers or retailers (as set forth on Schedule 2.3(a)(iv)), but solely to the Contractsextent such liability is reserved for in the Final Closing Date Balance Sheet. The liabilities and obligations herein above listed, and to be assumed by Buyer, are hereinafter referred to collectively as the "Assumed Liabilities." (b) Notwithstanding the provisions of paragraph (a) above, there are expressly excluded from the Assumed Liabilities the following listed liabilities and obligations of Seller: (i) all liabilities for Taxes incurred or to be incurred by Seller, except as otherwise specified in Section 2.3(a)(i); (ii) all liabilities and obligations, whether civil or criminal in nature, arising out of any actual or alleged violation by Seller of any federal, state or local law, rule, regulation, judicial or administrative order, judgment or decree, or governmental permit, license, approval or authorization; (iii) all liabilities and obligations of Seller arising from a breach by Seller before Closing of any contract or commitment, including, without limitation, Seller's Material Contracts and Leases or other agreements; (iv) all liabilities and obligations arising under any contract or commitment, including, without limitation, Material Contracts and Leases, if the rights of Seller are, for any reason, not transferred to, or the benefits thereunder are not otherwise made available to, Buyer at the Closing; (v) any liability or obligation in respect of severance or separation pay or allowances for U.S. employees of Seller who are not Transferred Employees; (vi) any liability or obligation related to Subscribers any multiemployer plan (within the meaning of Section 3(37) of ERISA) or the Frozen Plans; (vii) any liability or obligation under such Contracts for the employment or severance agreements between Seller and Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxx identified on Schedule 2.3(b)(vii); (Aviii) Subscriber deposits held any legal, accounting or other professional fees incurred by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which transactions contemplated hereby; and (ix) any other liability or obligation not expressly assumed by Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"2.3(a). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.2.4

Assumed Liabilities. Buyer shall, on and as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) accounts payable, advance payments by Subscribers (as defined in Section 2.16), accrued expenses, all deferred revenues and any other current liability of Seller as of the Closing Date (except the current portion of any bank debt or line of credit to be paid pursuant to Section 1.5) included on Seller's balance sheet, as determined in accordance with a tax accounting basis which fairly and accurately reflects the financial conditions and results of the Seller on a consolidated basis as consistently applied (the "Assumed Current Liabilities"); and (iii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller Date ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer Buyer, DURO, the Principals and Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shallhereby assumes and agrees to perform, on and as pay or discharge the following liabilities of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, Shareholder: (i) liabilities all accounts payable of Seller reflected on the Statement of Net Assets (as defined in Section (1)(e)), excluding intercompany or other accounts payable owed by Seller to Shareholder or its Affiliates (as hereinafter defined in Section (8)) including, but not limited to any charge-backs for administrative and obligations arising out other services performed by Shareholder on behalf of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing DateSeller; (ii) all responsibility for the performance and expense of warranty work and services and acceptance of returned products and goods, excluding warranty claims related to chronic or latent defects or design defects as described in Section 9(d), resulting from the Business through (as well as prior to and after) the date of this Agreement (but subject to the indemnification obligations of Seller and Shareholder under Section (5)(a)(viii)) provided that warranty work and services and acceptance of returned products or goods attributable to the period prior to Closing shall be at the expense of Seller and Shareholder to the extent such expense exceeds an amount equal to two times the reserves established for warranty work pursuant to generally accepted accounting principals ("GAAP") on the March 31, 2002 Balance Sheet of Seller as set forth in Section 9(d) of this Agreement; provided, further, that in no event shall Buyer be responsible for any consequential damages or product liability claims of Seller, Shareholder, or a third party related to any claim for goods, services or Products, or operations of the Business with an origin prior to the signature of this Agreement; (iii) liabilities of Seller which are and Shareholder to be performed perform under Contracts except as limited under Section 1(d)(i) as arise in the ordinary course of business after Closing; (iv) the Closing Date arising under obligation to provide each employee of Seller and Shareholder that is hired by Buyer with credit for vacation, sick and personal days that he or she accrued but did not use (Buyer's obligation to provide credit shall include only such days as have been accrued during the Contractscurrent year and carryovers from the twelve month period immediately preceding the current year of accrual) during his or her employment with Seller or Shareholder as set forth on Schedule 1(c) or as specified in the Statement of Net Assets, including(including cash compensation for such accrued days upon the termination of such employee's employment with Buyer, without limitation, Sellerbased on each such continuing employee's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller base salary rate as of the Closing Date in the amount for which date hereof), provided that Buyer receives a credit pursuant shall have no obligation to Section 1.6(a) belowhire or retain any employee of Seller or Shareholder, (B) Subscriber advance payments held by provided that Buyer shall have no obligation to hire or retain any employee of Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing DateShareholder; and (iiiv) the Current Liabilities (as hereinafter defined) those other liabilities and obligations of Seller set forth on Schedule 1(c) ((i)collectively, (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shallOn the terms and subject to the conditions set forth in this Agreement, on at the Closing, the Purchaser shall assume and become responsible for, and perform, discharge and pay when due, the following Liabilities of the Sellers (which, except as contemplated by clause (c) of this Section 2.1.3, shall not include any Liabilities resulting from the acquisition, ownership, use, operation or maintenance of the Assets prior to the Closing), and which, for the avoidance of doubt, shall not include any Excluded Liabilities) (the “Assumed Liabilities”): all Liabilities with respect to the ownership or exploitation of the Assets by or through the Purchaser arising after the Closing Date, accept and assumeincluding all such Liabilities related to Actions or claims brought against the Assets to the extent such Actions or claims relate to post-Closing ownership or exploitation by or through the Purchaser of the Assets, and shall become all maintenance fees and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date prosecution costs related to Buyer's the Transferred Patents associated with the ownership or exploitation by or through the Purchaser of the Assets and Buyer's operation of Assets, or otherwise arising by or through the Business Purchaser, after the Closing Date; all Liabilities arising from or in connection with the performance of the Assigned Contracts (iior breach thereof) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under or constituting Cure Costs payable by the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit Purchaser pursuant to Section 1.6(a) below2.1.7 (subject to the limits set forth in Section 2.1.7); and all Liabilities for any Tax that the Purchaser bears under Article VI (for the avoidance of doubt, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit other than pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date6.9(a)).; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.and

Assumed Liabilities. Buyer shallOn the terms and subject to the conditions contained in this Agreement, on at the Closing, Purchaser will assume and as agree to discharge and perform when due (i) each Liability listed in Schedule 1.5(i) of the Disclosure Schedule related to the Product Assets which has been incurred by the Company prior to the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to(ii) each Liability listed in Schedule 1.5(ii) of the Disclosure Schedule relating to retention bonuses payable by the Company to the Product Transferred Personnel (the “Retention Bonus Amount”), (iiii) liabilities and obligations all Liabilities arising out of events occurring on or relating to Purchaser’s ownership, operation and use of the Product Assets after the Closing Date related Date, and (iv) all Liabilities arising after or otherwise required to Buyer's ownership of the Assets and Buyer's operation of the Business be performed under any Acquired Contract after the Closing Date; provided, however in the case of clause (iiiv) all obligations and liabilities of Seller which are to be performed after the Closing Date Purchaser is (a) not assuming any Liabilities arising under the Contracts, including, without limitation, Seller's obligations [*] Letter of Intent prior to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; , (b) not assuming any Liabilities under the Restrictive Contracts until the Product Acceptance Date and (iiic) not assuming any Liabilities under any Acquired Contract that relate to a breach of or default under, or any non-compliance with Laws with respect to, any such Acquired Contract that occurred on or prior to the Current date such Acquired Contract is Transferred to Purchaser, as applicable, and Purchaser is not assuming any Liabilities for wages, employee benefits, accrued vacation, or other accrued or vested paid time off, assessments, severance or other employment compensation for any employees, or employer Taxes, or unpaid amounts to any consultants of the Company or any Subsidiary of the Company accrued or arising prior to the Closing (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "“Assumed Liabilities"”). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. At and after the Closing, Buyer shallshall assume and timely pay, discharge and perform all Liabilities arising from the ownership or holding of the Assets, including the Licenses and the Assumed Contracts, that arise or accrue on or after the Adjustment Time, and any current Liabilities included in the Adjustments for which Buyer shall have received the benefit of an adjustment or proration as of Closing (collectively, the Closing Date, accept and assume, “Assumed Liabilities”). All Liabilities not expressly assumed by Buyer are collectively referred to herein as “Non-Assumed Liabilities” and shall become remain and be fully liable and responsible forthe Liabilities solely of Seller, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, including (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising any Liabilities under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date any Contract not included in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i)Assumed Contracts, (ii) and any Liabilities under the Licenses or Assumed Contracts relating to the period prior to the Adjustment Time (including as a result of any default by Seller prior to the Closing Date under any License or Assumed Contract), (iii) togetherany claims or pending Actions relating to the operation of the Station prior to the Adjustment Time, (iv) any Liabilities arising with respect to any of the Excluded Assets, and (v) any other Liabilities arising with respect to the ownership and control of the Assets, the "Assumed Liabilities"). The assumption of Business and the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties Station prior to the Adjustment Time (other than any Liabilities included in the Adjustments for which Buyer and Seller shall have any rights under this Agreementreceived the benefit of an adjustment or proration).

Assumed Liabilities. Buyer shall, on and as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than except as expressly set forth herein herein, Seller shall have no further liability or responsibility for or with respect to, only the following: (i) liabilities and obligations arising out of or related to events occurring on and after the Closing Date related to the extent such liabilities and obligations arise out of or relate to Buyer's ’s ownership of the Sale Assets and or Buyer's ’s operation of the Business after the Closing Date(except to the extent arising out of or in connection with a breach by Seller of any of its representations and warranties set forth in this Agreement); and (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising and which arise under or relate to the ContractsAssumed Contracts (other than (I) as a result of any act or omission occurring, includingor state of facts existing, without limitationwith respect to any such agreements (except the fact of Seller’s entry into such agreements) prior to Closing) and (II) those obligations and liabilities which are not materially related to the Business even if they arise under or relate to the Contracts (collectively, Seller's obligations the “Assumed Liabilities”). The Assumed Liabilities include the liability to Subscribers under such Contracts fulfill contracts for (A) Subscriber deposits held all job listings and subscriptions to products and services on the Websites sold by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant prior to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and , all of which liabilities are set forth on Schedule 1.3(a) (iii) such liabilities, the Current Liabilities (as hereinafter defined) of Seller ((i“Fulfillment Liability”), including the liability to pay refunds to any subscribers who cancel (iifor whatever reason) and (iii) together, the "Assumed Liabilities"). The assumption their subscriptions to any of the Assumed Liabilities Website’s products and services sold by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiariesSeller. No parties other than Buyer and Seller shall have any rights under this Agreement.Salem Church Products

Assumed Liabilities. Buyer shall, on and as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein no Seller shall have no any further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business on or after the Closing Date; (ii) all obligations and liabilities of each Seller which are to be performed on or after the Closing Date arising under the Contracts, including, without limitation, such Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits deposits, if any, held by such Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by such Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet the services of the Business, including, but not limited to, internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) on or after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of such Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or any Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.or

Assumed Liabilities. Buyer shall, on and as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein neither Seller shall have no any further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) accounts payable, accrued expenses, all deferred revenues and any other current liability of such Seller as of the Closing Date (except the current portion of any bank debt or line of credit to be paid pursuant to Section 1.5) relating to the Business and included on such Seller's balance sheet, or incurred in the ordinary course since the date of such balance sheet, as determined in accordance with GAAP consistently applied (the "Assumed Current Liabilities"); and (iii) all obligations and liabilities of such Seller relating to the Business which are to be performed after the Closing Date arising under the Contracts, including, without limitation, such Seller's obligations arising under the Sprint telecommunications contracts as set forth on Schedule 1.1(b) as items 1(a) and 1(b) and such Seller's obligations to Subscribers (as defined in Section 2.16) under such Contracts for (A) Subscriber deposits held by such Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by such Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller Date ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or either Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and each Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shall, on and as of the Closing Date, ------------------- accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (ia) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (iib) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (Ai) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below1.6, (Bii) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below1.6, and (Ciii) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract under the Contracts or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller Date ((i), (iia) and (iiib) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. (i) Buyer shall, on and as of the First Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (iA) liabilities and obligations arising out of events occurring on and after the First Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the First Closing Date, excluding those liabilities and obligations related to Subsidiary; (iiB) those current liabilities and accrued expenses of Seller as of the First Closing Date consisting of (1) accounts payable arising in the ordinary course of business (the "Assumed Current Liabilities") and (2) unearned revenues; (C) all obligations and liabilities of Seller liabilities, excluding those related to Subsidiary, which are to be performed after the First Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers subscribers under such Contracts for (A1) Subscriber subscriber deposits held by Seller as of the First Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B2) Subscriber up to $48,000 of subscriber advance payments held by Seller as of the First Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C3) the delivery of Internet connectivity service to Subscribers (subscribers, whether pursuant to a Contract or otherwise) , after the First Closing Date; (D) fifty percent (50%) of the investment banking fees owed by the Seller to PricewaterhouseCoopers Securities LLC on account of the transactions contemplated herein up to a maximum amount of one hundred thousand dollars ($100,000); and (iiiE) the Current Liabilities (as hereinafter definedsuperPOP liability identified in Schedule 1.3(a)(i) of Seller ((iA), (iiB), (C), (D) and (iiiE) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shallshall not assume, shall not take subject to and shall not in any way be liable for, any liabilities or obligations of any kind or nature, whether absolute, contingent, accrued, known or unknown, of Seller or any Affiliate of Seller except for the following liabilities which Buyer shall assume: (a) the trade and accounts payables of the Business incurred in the Ordinary Course before the Closing Date but not paid by Seller or Buyer and set forth on Schedule 2.2; (b) the contractual obligations of the Seller set forth on Schedule 2.2 incurred before the Closing Date which relate to the operation of the Business; (c) the Assumed Contracts, Assumed Leases, Assumed Real Estate Lease and as Assumed Loans, including severance payments, if any, to the employees of the Business; and (d) all liabilities and obligations arising on or after the Closing Date with respect to the operation of the Business by Buyer. Buyer is fully and solely responsible to repay all of the Assumed Loans, and Buyer hereby discharges and forever holds Seller harmless from any obligation with respect to the Assumed Loans. Notwithstanding anything in this Agreement to the Contrary, Buyer shall not be responsible for any liability or claim under this Agreement for which Seller purchased insurance and such insurance defense or coverage exists and is not declined, Seller shall cooperate fully in notifying its insurance carrier of any such liability or claim. In addition, Buyer shall not be responsible for the payment of any federal, state, or local taxes, including withholding taxes, or any interest or penalties associated therewith, that were originally due from November 7, 2003 through the Closing Date, accept and assumeincluding all taxes, penalties, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or interest associated with respect to, (i) liabilities and obligations arising out the notice issued by the Indiana Department of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after Revenue before the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shall, on and as As consideration for the purchase of the Closing DateAssets pursuant to this Agreement, accept and the Purchaser does hereby assume, and shall become does hereby agree to pay, satisfy, discharge and be fully liable and responsible forperform, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or in accordance with respect totheir respective terms, the following: (i) those specific liabilities and obligations of the Seller arising under the Purchased Commitments, provided however, the Purchaser shall not so assume any such obligations or liabilities under any Purchased Commitment to the extent that (a) such obligations or liabilities arise out of events occurring on and after a breach by the Closing Date related to Buyer's ownership Seller or its affiliates or predecessors of any such Purchased Commitment; (b) such obligations or liabilities arise out of facts or circumstances which constitute a breach of the Assets Seller’s representations and Buyer's operation warranties to the Purchaser hereunder; (c) such obligations or liabilities relate to periods prior to the date of assumption at the Business after Closing; or (d) a true and complete copy of such Purchased Commitment was not provided to the Closing DatePurchaser (assuming such Purchased Commitment was in the form of a document); (ii) all obligations and liabilities of Seller which are under service contracts set forth on Schedule 3.1; (iii) warranty obligations with respect to be performed after Products manufactured, distributed or sold prior to the Closing Date arising under but only to the Contractsextent that Bridgemedica, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as LLC or another supplier of the Closing Date in Products directly pays for or bears the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection costs associated with the Business fulfillment of such warranty obligations or reimburses the Purchaser in the amount full for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery such costs within 60 days of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing DatePurchaser’s request for payment; and (iiiiv) the Current Liabilities Payables (as hereinafter defineddefined in Section 4.1(S)) of Seller ((i)collectively, (ii) such obligations and (iii) togetherliabilities assumed as aforesaid, the "“Assumed Liabilities"”). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shallOn the terms and subject to the conditions set forth in this Agreement, on at the Closing, DHLC shall assume and as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than shall thereafter pay, perform and discharge as expressly set forth herein Seller and when due the Liabilities arising under or related to the Purchased Assets to the extent arising from, or relating to, periods of time after the Closing as described in Section 3.1, and Purchasers shall have no further liability cause OLC to assume and become responsible for, and thereafter pay, perform and discharge as and when due the Liabilities arising under or responsibility related to the Mining Reserves to the extent arising from, or relating to, periods of time after the Closing as described in Section 3.1; provided, however, that for or with respect tothe avoidance of doubt, (i) liabilities no Liabilities shall be assigned to or assumed by DHLC other than those expressly assigned and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of assumed under the Assets Assignment Agreement, the Xxxx of Sale or the Improvements Deed, or by OLC other than those expressly assigned and Buyer's operation of assumed under the Business after Lease Assignment, the Mine Permit Transfer Agreement or the Real Property Deeds (the “Assumed Liabilities”), and (ii) the Assumed Liabilities shall expressly include RRMC’s maintenance and reclamation obligations with respect to the CLECO Stockpile not required under applicable Legal Requirements to be completed prior to the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below. The Assumed Liabilities will not include, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i)DHLC will not assume, (ii) and (iii) together, the "Assumed any Retained Liabilities"). The assumption Retained Liabilities will be retained by and remain the obligation of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this AgreementRRMC.

Assumed Liabilities. Buyer shall, on and as of (a) On the Closing Date, accept the Buyer and assumethe Sellers shall enter into the Assignment and Assumption Agreement, pursuant to which, among other things, the Buyer shall assume and shall become and be fully liable and responsible foragree to discharge, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect towhen due, (i) all of the liabilities and obligations arising out of events occurring on the Sellers, direct or indirect, known or unknown, absolute or contingent, which arise and are attributable to the period after the Closing Date and relate solely to the Purchased Assets or which arose or relate to the period on or prior to the Closing Date and are specifically referred to in this Section 2.3(a), other than Excluded Liabilities, in accordance with the respective terms and subject to the respective conditions thereof. Without limitation of the foregoing, the following liabilities and obligations shall be included in the Assumed Liabilities: (i) all liabilities and obligations of the Sellers, to the extent and only to the extent arising and attributable to the period after the Closing Date, under (a) the Sellers' Agreements and the real property leases comprising a part of the Purchased Assets in accordance with the terms thereof, (b) the Permits and Environmental Permits that are transferred to Buyer and (c) the contracts, leases and other agreements entered into by the Sellers with respect to the Purchased Assets after the date hereof in the ordinary course of business and consistent with the terms of this Agreement (including, without limitation, agreements with respect to liabilities for real or personal property Taxes on any of the Purchased Assets entered into by any Seller and any local government and in all cases involving agreements requiring Buyer's consent under Section 7.1, solely such agreements entered into with the prior written consent of Buyer); provided that Assumed Liabilities shall not include liabilities and obligations to the extent such liabilities and obligations, but for a breach or default by either of the Sellers, would have been paid, performed or otherwise discharged specifically by their terms or the terms hereof on or prior to the Closing Date or to the extent the same arise out of any such breach or default; (ii) all liabilities and obligations in respect of Taxes for which the Buyer is liable pursuant to Section 7.7; (iii) any liabilities and obligations associated with the Purchased Assets for which the Buyer has indemnified the Sellers pursuant to Section 9.1; (iv) all liabilities and obligations with respect to the Transferred Employees for which the Buyer is responsible pursuant to Section 7.9; (v) any liability, obligation or responsibilities under or related to Buyer's former, current or future Environmental Laws, Environmental Matters or the common law, whether such liability or obligation or responsibility is known or unknown, contingent or accrued, arising as a result of or in connection with (a) any violation or alleged violation of Environmental Laws with respect to the ownership of the Assets and Buyer's or operation of the Business Purchased Assets after the Closing Date; (iib) all obligations and liabilities compliance with applicable Environmental Laws with respect to the ownership or operation of Seller which the Purchased Assets after the Closing Date; (c) loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by the presence or Release of Hazardous Substances at, on, in, under, adjacent to, or migrating from the Purchased Assets after the Closing Date, including, but not limited to, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at or adjacent to the Purchased Assets; (d) loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by the offsite disposal, storage, transportation, discharge, Release or recycling of Hazardous Substances in connection with the ownership or operation of the Purchased Assets after the Closing Date; (e) the investigation and/or remediation of Hazardous Substances that have been Released at, on, in, under, adjacent to, or migrating from the Purchased Assets after the Closing Date, including, but not limited to, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at the Purchased Assets; (f) the investigation and/or remediation of Hazardous Substances that are to be performed disposed, stored, transported, discharged, Released or recycled at any off-site location after the Closing Date arising in connection with the ownership or operation of the Purchased Assets; and (g) any violation or alleged violation of Environmental Law, and any loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by (i) negligent acts or omissions by the Buyer at any of the Purchased Assets; (ii) acts or omissions by the Buyer at any of the Purchased Assets which cause a condition not in violation of Environmental Law or not in need of remediation under Environmental Law on or prior to the Contracts, Closing Date to be in violation of Environmental Law or in need of remediation under Environmental Law (including, without limitation, Seller's obligations to Subscribers under such Contracts for the Release or destabilization of Hazardous Substances which are in a stable or contained state and are in compliance with all applicable Environmental Laws); or (Aiii) Subscriber deposits held negligent acts or omissions by Seller as the Buyer at any of the Purchased Assets after the Closing Date that exacerbate or aggravate any condition in violation of Environmental Law or in need of remediation under Environmental Law on the Closing Date, to the extent of any such negligent exacerbation or aggravation; provided, that the mere discovery or failure to discover by the Buyer of a violation of Environmental Law or a condition in need of remediation under Environmental Law which violation or condition existed on the Closing Date, in and of itself shall not be included in this clause (g); provided, that nothing set forth in this Section 2.3(a)(v) shall require the Buyer to assume any liabilities that are described in Section 2.4(v) or 2.4(vi); (vi) all liabilities incurred by any of the Sellers for payment of Maintenance Expenditures and Capital Expenditures directly related to the Purchased Assets to the extent not included in the amount for which Buyer receives a credit pursuant Maintenance and Capital Expenditures Amount and agreed to Section 1.6(abe reimbursed in writing by Buyer; and (vii) belowwith respect to the Purchased Assets, (Ba) Subscriber advance payments held any Tax that may be imposed by Seller as any state or local government on the ownership, sale, operation, or use of the Closing Date for services Purchased Assets with respect to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) periods after the Closing Date; , including real or personal property Taxes except as otherwise provided in Section 7.7, (b) any software license transfer, reissuance or similar costs relating to any of the Purchased Assets and (iiic) Permitted Encumbrances which are permitted by definition to survive the Current Liabilities Closing Date. (b) All of the foregoing liabilities and obligations to be assumed by the Buyer under Section 2.3(a) (excluding any Excluded Liabilities) are referred to herein as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption ." None of the Assumed Liabilities liabilities and obligations of the Sellers assumed by Buyer hereunder shall not enlarge any are intended to be expanded, increased, broadened or enlarged as to rights or remedies of third parties under contracts against the Buyer as compared to such rights or arrangements remedies which such parties would have had against the Sellers had the transactions contemplated by this Agreement not taken place. (c) Subject to Section 9.2(f), the parties agree and acknowledge that after the Closing Date the Buyer shall be entitled exclusively to control any litigation, administrative or regulatory proceeding or investigation arising out of or related to any Assumed Liabilities and the Sellers agree to promptly notify the Buyer of the institution or commencement of any of the foregoing and to cooperate fully with the Buyer or Seller in connection therewith (provided that Sellers' cooperation need not include the payment of money or any of their respective affiliates or subsidiariesother financial accommodation). No parties other than Buyer and Seller shall have any rights under this Agreement.2.4

Assumed Liabilities. Buyer shall, on and as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business on and after the Closing DateClosing; (ii) those current liabilities and accrued expenses of Seller as of the Closing Date consisting of (A) accounts payable arising in the ordinary course of business and (B) unearned revenues (the "Assumed Current Liabilities and Accrued Expenses") and (iii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the ContractsContracts and the Authorizations (as defined in Section 2.13), including, without limitation, Seller's obligations to Subscribers (as defined in Section 2.16) under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller Date ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shallThe PHP Group represents and warrants, on at the Closing, the PHP Group and as the Assets shall be free and clear of the Closing Dateall Security Interests, accept claims, charges, liabilities and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, obligations except: (i) for state, federal or local income taxes and other taxes not yet due and payable, accruing on or before the Effective Time which will be reserved for as liabilities and obligations arising out of events occurring on and after the Closing Date related Balance Sheet but only to Buyer's ownership the extent of the Assets and Buyer's operation of the Business after the Closing Datesuch reserve; (ii) all for the obligations and liabilities of Seller the PHP Group under the Contracts described in Section 3.17 which are to be performed after have accrued through the Closing Date arising under and are reserved for as liabilities on the ContractsClosing Balance Sheet but only to the extent of such reserve; (iii) claims and accounts payable, including, without limitation, Seller's those Medical Claims and accrued expenses of the PHP Group primarily relating to the operation of the Business through the Closing Date (each determined in accordance with GAAP), provided such claims, accounts payable and accrued expenses are reserved for as liabilities on the Closing Balance Sheet and only to the extent of such reserve (collectively, the “Current Liabilities”); (iv) those obligations of the PHP Group which are reserved as liabilities on the Closing Balance Sheet but only to Subscribers the extent of the reserve; (v) the PHP Group’s obligations accruing after the Closing Date under all Contracts; (vi) the loss, cost or expense relating to any litigation; (vii) the liens set forth on Schedule 2.2(a)(vii) [OMITTED]; (viii) all Ordinary Course of Business Claims up to $100,000 in Losses per claim or series of related claims by the same Person, provided, that if the Loss from any such Contracts Claim exceeds $100,000, the Claim shall not constitute an Assumed Liability. One series of Ordinary Course of Business Claims that are intended by the parties as one claim include, by way of example, and not in limitation, a claim by one hospital Provider for the same type of billing, course of dealing or conduct, issues with respect to one or more Members. The obligations associated with the liabilities referred to (Ax) Subscriber deposits held by Seller in this Section 2.2(a)(i) through (iv), inclusive, but only to the extent of the reserve therefor on the Closing Balance Sheet, (y) described in Section 2.2(a)(v), and in Section 2.2(a)(vi) relating to the litigation described in Schedule 2.2(a)(y) [OMITTED], (z) in Section 2.2(a)(viii) that, to Company’s Knowledge, do not exist as of the Closing Date in and which are not reserved for on the amount for which Buyer receives a credit Closing Balance Sheet or covered by the true up pursuant to Section 1.6(aSections 2.3(h) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) belowor 2.3(i), and (Czz) Excluded Termination Claims shall be collectively referred to as the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "“Assumed Liabilities"). The assumption of .” Buyer covenants to timely pay and discharge the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this AgreementLiabilities.

Assumed Liabilities. Buyer shall, on and as of the Closing Date, accept and agrees to (A) assume, perform and shall become discharge all post-Closing liabilities due under the Assumed Real Property Leases, the Assumed Contracts and be fully liable Assumed Licenses and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations otherwise related to the Purchased Assets arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as cure, at Buyer's expense, any and all monetary defaults existing under each Assumed Real Property Lease, Assumed License, Assumed Insurance Policy and Assumed Contract included within the Purchased Assets (collectively the "Assigned Contracts") to the extent required for Sellers to assume such Assigned Contracts in the Chapter 11 Cases, provided, however, that Buyer shall not be required to pay, and shall have no liability for, any amounts to cure the Assigned Contracts in excess of the Closing Date for services total amount of cash and cash equivalents transferred to Buyer under Section 1.01(m) above (collectively, the foregoing shall be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant referred to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption ; provided, however, any other provision of this Agreement notwithstanding, that the Parties agree and acknowledge that MTVP (First Virtual Investments), LLC, Silicon Valley Bank, Huron Consulting Services LLC and Morrison & Foerster LLP shall not in any way or at any time assume or xxxxxxxse xx xxxxxated for Assumed Liabilities, which shall only be assumed by Buyer's Assignee, or otherwise be liable for any of the Assumed Liabilities debts of Sellers, and Huron is not a Buyer for the purposes of this or any other section or provision of this Agreement. On the Closing Date or, as regards a particular Assigned Contract, on such later date as Buyer pays the monetary cure for such Assigned Contract, Sellers shall (i) cure, at Sellers' sole expense, any and all non-monetary defaults existing under each Purchased Asset, and Assigned Contract to the extent required for Sellers to assume such Assigned Contracts in the Chapter 11 Cases, (ii) assume each Assigned Contract in the Chapter 11 Cases to the extent necessary to transfer such Assigned Contracts to Buyer, and (iii) subject to Buyer providing adequate assurance of performance to the counterparty thereto to the extent required by the Bankruptcy Court, assign such Assigned Contracts to Buyer pursuant to an order of the Bankruptcy Court (which may be the Sale Order or one or more other orders that are no less favorable to Buyer than the provisions of the Sale Order). Effective upon and concurrently with such assignment(s), Buyer shall assume each Assigned Contract assigned to it pursuant to this Section 1.03 by executing and delivering to Sellers the Assignment and Assumption of Contracts attached hereto as Exhibit F. Buyer shall not assume any liabilities or obligations of Sellers except those specifically assumed by Buyer hereunder shall not enlarge any rights pursuant to the provisions of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this AgreementSection 1.03.

Assumed Liabilities. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller or its applicable Affiliates shall assign and Buyer shallor its applicable Affiliates shall assume and agree to pay, on perform and as discharge when due all Liabilities of Seller and its Affiliates (a) arising out of, relating to or otherwise in respect of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and Purchased Assets or the Product Business (other than Taxes and except as expressly set forth herein Seller shall have no further liability or responsibility for otherwise provided in, or with respect toto any claims arising under, (iany Ancillary Agreement) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership in respect of the Assets and Buyer's operation of the Business period after the Closing Date; (b) for Product Liability Claims (other than Seller Product Liability Claims or other Excluded Liabilities) arising out of the Manufacture, use, distribution or sale any unit of Product in the Territory prior to, on or after the Closing; (c) (i) to suppliers for materials and services relating to the Purchased Assets to be delivered or provided after the Closing, (ii) all obligations to customers for units of Product that have not been shipped as of the Closing and liabilities of Seller which are to be performed (iii) for accounts payable arising or occurring after the Closing Date arising with respect to the Product Business; (d) for any recalls or market withdrawals in respect of any Product sold in the Territory (except (i) to the extent initiated by Seller or any of its Affiliates at or prior to the Closing to the extent permitted by this Agreement or (ii) otherwise provided in any Ancillary Agreement); (e) under the Contractsany Purchased Contract, including, without limitationfor clarity, Seller's obligations each of the Prior Acquisition Agreements and the Manufacturing Contracts (subject to Subscribers Section 8.1.1(c)); (f) under any Contract set forth on Schedule 2.2.3; (g) (i) for any Taxes arising as a result of any Buyer Tax Act, (ii) for any Transfer Taxes allocated to Buyer pursuant to Section 5.13.1 and (iii) for any Taxes in respect of the Product Business or the Purchased Assets for any taxable period (or portion thereof) beginning after the Closing Date (other than any Taxes imposed with respect to the Later Purchased Inventory and Manufacturing Contracts for any taxable period (or portion thereof) ending prior to the time of sale, transfer, conveyance, assignment and delivery of such Contracts assets pursuant to Section 2.9.1(c), Section 2.9.2(b) and Section 2.9.3 of the Transition Agreement), in each case, other than Taxes that are Excluded Liabilities; (h) for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit any royalties payable pursuant to Section 1.6(a) below2.15 of the Takeda Agreement in respect of the period after the Closing Date, (B) Subscriber advance any milestone payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit payable pursuant to Section 1.6(a) below, 2.13 of the Takeda Agreement and (C) any “Transaction Payment” triggered on the delivery basis of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) “Product Transfer” occurring after the Closing DateDate (but excluding, for the avoidance of doubt, any Transaction Payment triggered by the consummation of the Transactions contemplated by this Agreement); and (iiii) the Current Liabilities assumed by Buyer pursuant to Article 6 (as hereinafter defined(a) of Seller (through (i), collectively, the “Assumed Liabilities”); provided, however, that (iix) Liabilities for Payment Claims shall be allocated between the Parties (or their respective Affiliates) as set forth in the Commercial Agreement and shall not be Assumed Liabilities and (y) solely with respect to the Later Purchased Inventory and the Manufacturing Contracts included in the Purchased Assets, the references in this Section 2.3.1 to the Closing or the Closing Date shall be deemed to refer to the time and date, as applicable, of the sale, transfer, conveyance, assignment and delivery of such assets pursuant to Section 2.9.1(c), Section 2.9.2(b) and (iii) together, the "Assumed Liabilities"). The assumption Section 2.9.3 of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Transition Agreement, as applicable.

Assumed Liabilities. Buyer shall, on and as of the Closing Date, accept and assume, and shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) liabilities and obligations arising out of events occurring on and after the Closing Date related to Buyer's ownership of the Assets and Buyer's operation of the Business after the Closing Date; (ii) those current liabilities and accrued expenses of Seller as of the Closing Date consisting of (A) accounts payable arising in the ordinary course of business and (B) unearned revenues (the "Assumed Current Liabilities and Accrued Expenses" and (iii) all obligations and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers (as defined in Section 2.16) under such Contracts for (A) Subscriber deposits held by Seller as of the Closing Date in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, (B) Subscriber advance payments held by Seller as of the Closing Date for services to be rendered in connection with the Business in the amount for which Buyer receives a credit pursuant to Section 1.6(a) below, and (C) the delivery of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after the Closing Date; and (iii) the Current Liabilities (as hereinafter defined) of Seller Date ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.

Assumed Liabilities. Buyer shall(i) Purchaser does not and shall not assume or agree to assume the liabilities and obligations of Seller of any nature, on direct, contingent or otherwise, except (A) all liabilities and as obligations with respect to the performance under each of the Assumed Contracts at the Closing from and after the Closing Date, accept and assumeprovided the other contracting party or parties consent to the assignment of such contract to Purchaser or, and if the other contracting party or parties do not consent to the assignment, Purchaser shall become and be fully liable and responsible for, and other than as expressly set forth herein Seller shall have no further liability or responsibility for or with respect to, (i) assume the liabilities and obligations arising out thereunder only for so long as it receives the benefits thereunder, (B) the trade accounts payable and accrued expenses of events occurring on and after the Closing Date related Seller relating to Buyer's ownership of the Assets and Buyer's operation of the Business after incurred in the Closing Date; (ii) all obligations ordinary course of business and liabilities of Seller which are to be performed after the Closing Date arising under the Contracts, including, without limitation, Seller's obligations to Subscribers under such Contracts for (A) Subscriber deposits held by Seller outstanding as of the Closing Date in other than those payable to Pall and HMP (the amount for which Buyer receives a credit pursuant to Section 1.6(a) below"Trade Payables"), (BC) Subscriber advance payments held by all liabilities and obligations of Seller under the Real Estate Lease, (D) all accrued commissions due employees of Seller other than the Retained Employees as of the Closing Date for services to be rendered in connection with the Business sales by Seller in the amount for which Buyer receives a credit pursuant to Section 1.6(a) belowordinary course of business under commission agreements or arrangements customarily maintained by Seller and in effect as of June 30, 2002 and (CE) the delivery Just In Time Accruals incurred in the ordinary course of Internet connectivity service to Subscribers (whether pursuant to a Contract or otherwise) after business and outstanding as of the Closing Date; and Date (iii) the Current Liabilities (all of such assumed liabilities being herein referred to as hereinafter defined) of Seller ((i), (ii) and (iii) together, the "Assumed Liabilities"). The assumption of the Assumed Liabilities by Buyer hereunder shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective affiliates or subsidiaries. No parties other than Buyer and Seller shall have any rights under this Agreement.