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2.8 Sales and Use Taxes. Buyer shall not be responsible for any taxes, interest, or penalties of any kind which are related to the Accounts and pertain to any period preceding the Effective Date or arise from, or by reason of, this Agreement, except for sales tax payable by Buyer on the Assets, as determined by applicable law. 2.9 Amendment to Non-Equitv Partner Agreement. As of the Closing, Buyer agrees to cause Badawi to execute that certain Amendment No. 1 (the "NEPA Amendment") to the Non-Equity Partner Agreement dated as of October l, 2010 (the "Non- Equity Partner Agreement") by and between Seller and Badawi in the form attached as Exhibit "C"and Seller agrees to execute same. 2.10 Reserved. 2.11 Reserved. 2.12 Furniture. As of the Closing, Buyer agrees to remove the furniture listed on Schedule 2.12 (the "Furniture") at Buyer's own cost and liability. Buyer agrees that the Furniture is in "as is" condition. Seller makes no warra.nty with respect to the condition, serviceability and/or suitability of the Furniture. Any maintenance, repairs, replacement, and/or refurbishment of the Furniture shall be at Buyer's expense. 2.13 Ro al . Buyer and Seller agree that the Royalty payable hereunder shall survive the transfer and/or sale of any of the Accounts or the Seller's assets. Buyer shall use its i commercially reasonable efforts to retain the Accounts and shall not sell or transfer any of the Accounts unless the purchaser agrees in writing to assume the payment obligations to Seller under this Agreement. In the event Buyer sells substantially all of its assets or is not the i surviving party in any merger ar other combination the Buyer shall use its commercially ' � reasonable efforts to cause the surviving entity to assume tl�e payment obligations to Seller under , this Agreement. ARTICLE III I The Closin� i 3.1 Conditions Precedent to Buyer's Performance. The obligations .of � Buyer to purchase the Assets under this Agreement are subject to the satisfaction, at or before the ' Closing, of all the conditions set out in Subsections (a)to (e) below. Buyer may waive any or all of these conditions in whole or in part without prior notice; provided, however, that no such � waiver of a condition shall constitute a waiver by Buyer of any af its other rights or remedies, at � law or in equity, if Seller shall be in default of any of their representations, warranties, or i covenants under this Agreement. i i i 4