Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, and shall pay or cause to be paid to the Administrative Agent a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, and such fee shall be waived in the event of an assignment by a Lender to its Affiliate. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Assumption of Responsibility. Golden Royal hereby assumes responsibility for prompt payment of all fees, rents, taxes and any other financial liabilities as may accrue to Roth by reason of his record ownership of the Interest.

Issuance or Assumption. Notwithstanding any other provision of this Plan, and without affecting the number of Shares otherwise reserved or available under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, the Administrator may authorize the issuance or assumption of awards under this Plan upon such terms and conditions as it may deem appropriate.

No Undisclosed Liabilities. There is no liability, debt or obligation against BRPA or its Subsidiaries that would be required to be set forth or reserved for on a balance sheet of BRPA and its Subsidiaries (and the notes thereto) prepared in accordance with U.S. GAAP and in accordance with past practice, except for liabilities and obligations # reflected or reserved for on the BRPA Financial Statements or disclosed in the notes thereto, # that have arisen since the date of the BRPA Financial Statements in the ordinary course of the operation of business of BRPA and its Subsidiaries, # disclosed in the BRPA Schedules (including Section 3.8 of the BRPA Schedules, # arising under this Agreement or the performance by BRPA of its obligations hereunder, or # that would not, individually or in the aggregate, reasonably be expected to be material to BRPA and its Subsidiaries, taken as a whole.

Each party warrants to the other that it has full power and authority to enter into and to perform its obligations under this Assignment.

#​ has no liability, whether asserted or unasserted, absolute, accrued or unaccrued, contingent, whether liquidated or unliquidated, whether due or to become due, or otherwise, that would be required by GAAP to be reflected on a balance sheet of ​, except # as disclosed in the ​ Quarterly Statements including footnotes thereto, # for liabilities incurred in the Ordinary Course of Business consistent with past practice after the date of the ​ Financial Statements (none of which results from, arises out of, relates to or is in the nature of, or was caused by any breach of Contract, breach of warranty, tort, infringement, or violation of Law), or # for other liabilities that are not in excess of $10,000 individually, or $25,000 in the aggregate.

No Undisclosed Liabilities. Other than # liabilities reflected or reserved against in the Balance Sheet or the Interim Balance Sheet, # current liabilities incurred in the Ordinary Course of Business since the date of the Interim Balance Sheet, # liabilities under this Agreement or in connection with the transactions contemplated by this Agreement, and # the liabilities, if any, set forth on [Schedule 4.2(m)], to Seller's Knowledge, Seller has no liability, whether known or unknown, absolute, contingent or otherwise relating to the Seller Business.

Meaning of Liabilities. As used in this Section, the term ”liabilities” means damages, claims, losses, and expenses of any kind or character, including legal and other expenses reasonably incurred in connection with any claim, demand, or legal proceeding and all amounts paid in settlement of any claim, demand, or legal proceeding. Provided, however, no indemnified party shall be entitled to recover for # any liabilities arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement in any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party, or # any punitive, special, exemplary and consequential damages arising in connection with or with respect to the transactions contemplated in this Agreement, except to the extent recoverable from a third party.

Assumption of Liabilities. Upon the terms and subject to the conditions attached herein, at the Closing Date, Buyer shall assume none of the liabilities for the Business unless specifically agreed to in writing by the Buyer;

one or more assignment and assumption agreements with respect to # the Contracts and Permits of Sellers included in the definition of Acquired Assets and # the Assumed Liabilities, in the form to be mutually agreed by the Parties in good faith prior to the Closing Date, duly executed by Sellers (collectively, the “Assignment and Assumption Agreements”);