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<br />Jean Alberico, Garfield County, Colorado
<br />Rec Fee: $228.00 Doc Fee: $0.00 eRecorded
<br />(i) on or before the Second Closing;
<br />(ii) in connection with the consummation of the Transaction; or
<br />(iii) after the Second CIosing with respect to any Employees that are
<br />not Hired Employees,
<br />provided, however, that, notwithstanding anything herein to the contrary, the Retained
<br />Obligations do not include any Assumed Obligations.
<br />"Taxes" means all taxes, assessments, charges, duties, fees, levies, imposts, or other
<br />similar charges imposed by a Governmental Authority, including all income, franchise,
<br />profits, margins, capital gains, capital stock, transfer, gross receipts, sales, use, transfer,
<br />service, occupation, ad valorem, real or personal property, excise, severance, windfall
<br />profits, customs, premium, stamp, license, payroll, employment, social security,
<br />unemployment, disability, environmental, alternative minimum, add-on, value-added,
<br />withholding and other taxes, any taxes of another Person for franchise tax in the
<br />applicable state arising out of a Assignor's inclusion in a combined tax report with such
<br />Person, and assessments, charges, duties, fees, levies, imposts, or other similar charges of
<br />any kind, and all estimated taxes, deficiency assessments, additions to tax, penalties and
<br />interest with respect to taxes, whether disputed or otherwise.
<br />"Third Party" means a Person other than a Party or its Affiliates.
<br />ARTICLE IV
<br />ASSUMED OBLIGATIONS
<br />4.1 Assignor Assumption of Assumed Obligations and Retention of Retained
<br />Obligations.
<br />Without limiting Assignee's rights to indemnity under Section 11.3 of the Purchase
<br />Agreement, from and after the Second Closing, Assignee assumes and hereby agrees to
<br />fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid and
<br />discharged) the Assumed Obligations. Likewise, from and after Second Closing.
<br />Assignor retains and hereby agrees to fulfill, perform, pay and discharge (or cause to be
<br />fulfilled, performed, paid and discharged) the Retained Obligations.
<br />ARTICLE V
<br />MISCELLANEOUS
<br />5.1 Separate Assignments.
<br />Assignors and Assignee acknowledge and agree that separate assignments of the Second
<br />Closing Assets may be executed for filing with, and (if applicable) approval by,
<br />applicable Governmental Authorities. Any such separate assignment (a) shall evidence
<br />this Assignment and conveyance of the applicable Second Closing Assets herein made
<br />and shall not constitute any additional conveyance of any of the Second Closing Assets,
<br />(b) is not intended to modify, and shall not modify, any of the terms, covenants and
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