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899496 11/03/2017 01.14:15 PM Page 13 of 44
<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 Closing 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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