Common use of Allocation and Assumption of Liabilities Clause in Contracts

Allocation and Assumption of Liabilities. As of the date that CESI ---------------------------------------- establishes the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Pay Plan, CESI shall assume all responsibilities and obligations relating to, arising out of, or resulting from the Liabilities under the Catalytica Severance Pay Plan attributable to the CESI Employees specified in Schedule 4.2. Pursuant to Schedule 1.6 of the Merger Agreement, CESI agrees and acknowledges that such Liabilities attributable to CESI Employees in the Catalytica Severance Pay Plan are the sole responsibility of CESI and, accordingly, no Assets shall be transferred to CESI as a result of such Liabilities.

Allocation and Assumption of Liabilities. As of the date that CESI ---------------------------------------- establishes the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Pay Plan, CESI shall assume all responsibilities and obligations Liabilities relating to, arising out of, or resulting from the Liabilities under the Catalytica Severance Pay Plan attributable to the CESI Employees specified described in Section 2.1, including (without limitation) those liabilities set forth on Schedule 4.24.2 hereto. Pursuant to Schedule 1.6 of the Merger Agreement, CESI agrees and acknowledges that such Liabilities attributable to CESI Employees in the Catalytica Severance Pay Plan are the sole responsibility of the CESI Group and, accordingly, no Assets shall be transferred to any member of the CESI Group as a result of such Liabilities.