Contracts. Purchaser shall notify Seller prior to the expiration of the Approval Period which of the “Contracts” (as defined below) Purchaser will require Seller to cancel at Closing (the “Rejected Contracts”), and Seller hereby agrees to cancel same not later than Closing, at Seller’s sole cost and expense. Additionally, any Contracts which are not assignable shall be the sole responsibility of Seller, shall be cancelled by Seller on or before Closing, and Seller shall and hereby agrees to indemnify Purchaser from any and all liability relating thereto, which indemnification obligation expressly shall survive Closing.

Contracts. Purchaser shall notify Seller prior to the expiration of the Approval Period which of the “Contracts” (as defined below) Purchaser will require Seller to cancel at Closing (the “Rejected Contracts”), and Seller hereby agrees to cancel same not later than Closing, at Seller’s sole cost and expense. However, Purchaser shall reimburse Seller any early termination fees, cancellation fees or similar expenses paid by Seller to cancel any Rejected Contract which could have been assigned to and assumed by Purchaser at Closing if within 90 days after Closing Purchaser or an affiliate of Purchaser enters into a contract for substantially the same service with the same party or affiliate of such party who was the party to the Rejected Contract that Seller cancelled. Additionally, any Contracts which are not assignable shall be the sole responsibility of Seller, shall be cancelled by Seller on or before Closing, and Seller shall and hereby agrees to indemnify, defend and hold Purchaser harmless from any and all liability relating thereto, which indemnification obligation expressly shall survive Closing.

Contracts. Purchaser shall notify Seller prior to the expiration of the Approval Period which of the “Contracts” (as defined below) Purchaser will require Seller to cancel at Closing (the “Rejected Contracts”), and Seller hereby agrees to cancel same not later than Closing, at Seller’s sole cost and expense. Additionally, any Contracts which are not assignable shall be the sole responsibility of Seller, shall be cancelled by Seller on or before Closing, and Seller shall and hereby agrees to indemnify Purchaser from any and all liability relating thereto, which indemnification obligation expressly shall survive Closing. The following Contracts (“Assumed Contracts”) shall not be designated as Rejected Contracts: # yellow page advertising contract, and # Otis Elevator maintenance contract. Purchaser shall assume the obligations of Seller under the Assumed Contracts arising from and after Closing. Seller represents and warrants that true, correct and complete copies of the Assumed Contracts, including any amendments thereto or modifications thereof, are attached hereto as Exhibit “I” and incorporated herein.

Contracts. At the Closing, Purchaser shall assume all Contracts (as defined below) except Contracts which are not assignable (and for which the applicable Seller has failed to obtain consent for assignment) or Contracts entered into after the Effective Date of this Agreement which do not comply with the requirements of Section 5.3 hereof. Purchaser may notify Sellers prior to the expiration of the Approval Period which of the Contracts that contain a right of termination that Purchaser wishes Sellers to terminate (the “Rejected Contracts”), and each Seller hereby agrees to deliver notice of termination of the Rejected Contracts to which such Seller is a party to the applicable contracting third parties on the Closing Date, to be effective as of the first available date permitted under the terms of such Contracts. Any Contract which is not assignable (and for which consent to assignment is not obtained) or which is entered into after the Effective Date of this Agreement and does not comply with the requirements of Section 5.3 hereof shall be the sole responsibility of the Seller which is a party thereto and such Seller shall and hereby agrees to indemnify Purchaser from any and all liability relating thereto, which indemnification obligation expressly shall survive Closing.